Ordinance No. 14,593ORDINANCE NO. 14,593
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, FOR LAWN AND LANDSCAPE MAINTENANCE
ALONG SAN JACINTO BOULEVARD AND HUNT ROAD; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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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, for lawn and landscape maintenance along San Jacinto Boulevard and
Hunt Road. 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 aff ve vote of the City ouncil of the
City of Baytown this the 171b day of November, 20
BRANDON CAPETILLO, Mayor
ATT T:
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L TICIA BRYSCH, City er
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APPROVED AS TO FORM:
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KAREN L. HORNER, City Attorney
R: Karen Homer DocumentsTiles City Council Ordinances\2020Wovember 17 TIRZInterlocal4LandscapeMaintenanceAlongSJB.doc
Exhibit "A"
INTERLOCAL AGREEMENT
[Landscape and Maintenance San Jacinto Boulevard and Ilunt Road]
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 AUTI IORITY ("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 TI IE 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
WIIEREAS, 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
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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 provision of public improvements consisting of lawn and
landscape maintenance along San Jacinto Boulevard and Hunt Road, within the
Baytown Zone, 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.
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"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 provision of public improvements
consisting of lawn and landscape maintenance along San Jacinto Boulevard and Hunt
Road, within the Baytown Zone, incurred by or on behalf of the City.
"Public Improvements" shall be the provision of public improvements consisting
of lawn and landscape maintenance along San Jacinto Boulevard and Hunt Road,
within the Baytown Zone.
"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:
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(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.
(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
901953 - 4 -
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.
(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.
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(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.
ARTICLE 3
THE PUBLIC IMPROVEMENTS
3.1 Public Improvements. The Public Improvements shall consist of lawn and
landscape maintenance along San Jacinto Boulevard and Hunt Road, within the
Baytown Zone.
3.2 Project Costs. The estimated Project Costs of the Public Improvements are
estimated to be $208,969.43.
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.
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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
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 perations 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:
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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
BAYTOWN ZONE
Reinvestment Zone Number One, City of Baytown,
c/o Flawes Hill & Associates L.L.C.
9610 Long Point Road, Suite 150
Houston, Texas 77055
Attn: David Hawes
BAYTOWN AUTHORITY
Baytown Redevelopment Authority
c/o Ilawes 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.
901953 - 8 -
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
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.
901953 - 9 -
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 Multi 1p a 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.
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.
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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:
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REINVESTMENT ZONE NUMBER ONE, CITY OF BAYTOWN
By:_
Name:
Title:
ATTEST:
By:
Name:
Title:
BAYTOWN REDEVELOPMENT AUTHORITY
By:
Name:
Title:
ATTEST:
By:_
Name:
Title:
901953 - 12 -