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Ordinance No. 14,592ORDINANCE NO. 14,592 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH THE BAYTOWN REDEVELOPMENT AUTHORITY AND THE TAX INCREMENT REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN, TEXAS, TO DEVELOP A MASTER LAND PLAN AND DRAINAGE PLAN FOR THE AREA NEAR THE SAN JACINTO BOULEVARD CORRIDOR; 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 the City Manager to execute and the City Clerk to attest to an Interlocal agreement with the Baytown Redevelopment Authority and the Tax Increment Reinvestment Zone Number One, City of Baytown, Texas, to develop a master land plan and drainage plan for the area near the San Jacinto Boulevard Corridor. A copy of said agreement is attached 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 of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 17th day of November, 20 B DON CAPE ILLO, Mayor ATTAST: ° Ge a°N CIA BRYSCH, C' lerk e a ° +9AF OF � APPROVED AS TO FORM: ?�2�AQ�6 -- KAREN L. HORNER, City Attorney 1cobfs0I legalXarenfilmCity Council Ordinances\2017Vanuary 26 ThirdAmendment2TIRZInterlcoalAgreement.doc Exhibit "A" INTERLOCAL AGREEMENT [Master Land Use Plan and Drainage Study] This INTERLOCAL AGREEMENT (this "Agreement"), dated 2020, is made by and between REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN, TEXAS ("Baytown Zone"), a tax increment reinvestment zone created by the City of Baytown, Texas (the "City") 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 ("Baytown 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 "Baytown Board"), and THE CITY OF BAYTOWN, TEXAS (the "City"), a Texas home - rule city. RECITALS WHEREAS, by Ordinances No. 9197 and by Resolution No. 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; 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 (collectively with Ordinance No. 9197, the "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 the Project Plan has been amended from time to time; 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 "Baytown Agreement"), pursuant to which the City and the 901923 Baytown Zone contracted with the Baytown Authority to administer the Baytown Zone 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 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 and the City by means of the preparation of a master land use and drainage plan in the area of the San Jacinto Boulevard corridor, which is necessary for the Baytown Authority to secure to implement the Project Plan, and the Baytown Authority and the Baytown Zone are agreeable to payment of the costs thereof; NOW TI iEREFORE, 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," "Baytown Agreement," "Baytown Board," "Baytown Authority," "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. "Available Tax Increment" shall mean funds in the Tax Increment Revenue Fund, including eligible funds provided under the interlocal agreement between the Baytown Zone, the City and Harris County. 901923 - 2 - "Baytown" shall mean all of the property located within the boundaries of the Baytown Zone. "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. "Pledged Available Tax Increment" shall mean the Available Tax Increment not otherwise payable by the Authority under another agreement, regardless of when such agreement is executed. "Project Costs" shall mean the costs of the Master Land Use Plan and Drainage Plan incurred by or on behalf of the City. "Public Improvements" shall be the Master Land Use Plan and Drainage Plan for the San Jacinto Boulevard corridor. "State" shall mean the State of Texas. "Tax Increment 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 Authority. 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. 901923 - 3 - (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. (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. (F) 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. 901923 - 4 - (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. (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 CiM. 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 state law. 901923 - rJ - ARTICLE 3 THE PUBLIC IMPROVEMENTS 3.1 Public Improvements. The Public Improvements shall be the preparation of the Master Land Use Plan and Drainage Plan for the San Jacinto Boulevard Corridor. 3.2 Project Costs. The estimated Project Costs of the Public Improvements are estimated to be $136,000. ARTICLE 4 PREPARATION OF THE PUBLIC IMPROVEMENTS 4.1 City obligation. The City shall prepare or cause to be prepared the Public Improvements as soon as practicable following the Effective Date, and shall provide a final copy thereof to the Authority for use in implementation of the Project Plan. The City will oversee the work required, and will complete the Public Improvements consistant with the Project Plan. 4.2 Cooperation. The Parties agree that they will cooperate with each other and provide all necessary information as may be reasonably required to complete the Public Improvements in a timely fashion. ARTICLE 5 DUTIES AND RESPONSIBILITIES OF THE BAYTOWN AUTHORITY 5.1 Payment of Project Costs. The Baytown Authority shall pay or reimburse to the City the Project Costs as they are incurred in connection with the Public Improvements; provided that the City provides written notice of such payment requirements at least 10 days prior to a scheduled Baytown Authority Board meeting. Should the Project Costs exceed the estimated costs, the City will notify the Baytown Authority and secure its written approval thereof prior to incurring such additional costs. 5.2 Limitation. Payments are limited to the Pledged Available Tax Increment. ARTICLE 6 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 901923 - 6 - 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 7 GENERAL 7.1 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's compliance with this Agreement. 7.2 City 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. 7.3 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. 7.4 Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall 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 with a copy to: City Attorney City of Baytown P. O. Box 424 Baytown, Texas 77522-0424 901923 - 7 - BAYTOWN ZONE Reinvestment Zone Number One, City of Baytown, c/o Hawes Hill & Associates L.L.C. 9610 Long Point Road, Suite 150 Houston, Texas 77055 Attn: David Hawes BAYTOWN AUTHORITY Baytown Redevelopment Authority c/o Hawes Hill & Associates L.L.P. 9610 Long Point Road, Suite 150 Houston, Texas 77055 Attn: David Hawes 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. 7.5 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. 7.6 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. 7.7 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 901923 - 8 - to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. 7.8 Construction. This Agreement is a contract made under and shall be construed in accordance with and governed by the laws of the United States of America and the State of Texas. 7.9 Venue. All parties hereby irrevocably agree that any legal proceeding arising out of or in connection with this Agreement shall only be brought in the District Courts of Harris County, Texas or in the United States District Court for the Southern District of Texas, in Houston, Texas. 7.10 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. 7.11 No Third Party Beneficiaries. This Agreement shall not bestow any rights upon any third party, but rather, shall bind and benefit the Parties hereto only. 7.12 No Partnership. Nothing herein contained shall be construed or held to make the Parties hereto partners in the conduct of any business. 7.13 Entire Agreement. This written agreement represents the final agreement between the parties, unless later amended in writing and signed by the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 7.14 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 7.15 Non -Waiver. Failure of either party hereto to insist on the strict performance of any of the agreements contained herein or to exercise any rights or remedies accruing hereunder 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. 7.16 Multiple Originals. It is understood and agreed that this Agreement may be executed in a number of identical counterparts each of which shall be deemed an original for all purposes. 901923 - 9 - 7.17 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. 7.18 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. 7.19 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] 901923 - 1 0 - IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the Effective Date. CITY OF BAYTOWN, TEXAS By: Mayor ATTEST City Clerk APPROVED AS TO FORM By: Name: Title: 901923 - 11 - REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN By:_ Name: Title: ATTEST: By: Name: Title: BAYTOWN REDEVELOPMENT AUTHORITY By: Name: Title: ATTEST: By: Name: Title: 901923 - 12 -