MDD Resolution No. 26-MDD-TIRZ-BRA-HAWESHILLAgreement ConsultingSrvcs I
RESOLUTION NO.26 VILE COPY
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO
EXECUTE AND THE ASSISTANT SECRETARY TO ATTEST TO AN
AGREEMENT AMONG THE BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT,REINVESTMENT ZONE NUMBER ONE,CITY OF BAYTOWN,
BAYTOWN REDEVELOPMENT AUTHORITY,AND HAWES HILL&
ASSOCIATES,L.L.P,TO PROVIDE CONSULTING SERVICES PERTAINING TO
REINVESTMENT ZONE NUMBER ONE,CITY OF BAYTOWN;AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT:
Section 1:That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the President to execute and the Assistant Secretary to attest to an agreement among the
Baytown Municipal Development District,Reinvestment Zone Number One,City of Baytown,Baytown
Redevelopment Authority,and Hawes Hill&Associates,L.L.P,to provide consulting services pertaining
to Reinvestment Zone Number One,City of Baytown.A copy of the Agreement is attached hereto as
Exhibit"A,"and made a part hereof for all intents and purposes.
Section 2:This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Municipal Development District.
INTRODUCED,READ and PASSED by the affirmative vote of the Board of Directors of the
Baytown Municipal Development District,this the 12`h day of September,2002.
PETE C.ALFARO,President
ATTEST:
i Y W.MITH,Assistant Secretary
APPROVED AS TO FORM:
NACIO RAMIREZ,S eneral Counsel
FnYar Tfles\Ciry CouncrTMrmicipal Developnrw DisaicclResolutionss\ApptoveHawesHiiUAgreemeuLdoc
AGREEMENT FOR CONSULTING SERVICES
PERTAINING TO
REINVESTMENT ZONE NUMBER 1,CITY OF BAYTOWN
THE STATE OF TEXAS§
COUNTY OF HARRIS§
This Agreement for the Consulting Services pertaining to Reinvestment Zone Number 1,
City of Baytown(the"Agreement")is made as of the_day of August,2002,by and among
the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT,a political subdivision of the
State of Texas and the City of Baytown created under Chapter 377 of the Texas Local
Government Code and located in Hams County,Texas,(the"District"),REINVESTMENT
ZONE NUMBER ONE,CITY OF BAYTOWN,a reinvestment zone created by the City
pursuant to Chapter 311,Texas Tax Code(the"Zone"),the BAYTOWN REDEVELOPMENT
AUTHORITY,(the"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 and HAWES HILL&
ASSOCIATES,L.L.P,a Texas Limited Liability Limited Partnership("HHA").For and in
consideration of the mutual covenants herein contained,the parties hereby agree as follows:
Section 1.HHA's Responsibilities.HHA shall perform the following services with
professional skill and care.
1.1 Administration.In exchange for the consideration expressed herein,HHA shall provide
the following administration services to or on behalf of the City of Baytown(the"City"),
the Zone and the Authority:
1.1.1 provide staff support;
1.1.2 prepare meeting agendas for the Zone and the Authority and ensure proper
notification is made in accordance with state statutes,city ordinances,and other
applicable rules and regulations;
1.1.3 prepare Zone and Authority meeting packets and minutes for presentation at
meetings of the Zone and the Authority;
1.1.4 maintain records and files of the Reinvestment Zone and Redevelopment
Authority consistent with the Texas Public Information Act,the Local
Government Records Act,and all other applicable laws,rules and regulations;
1.1.5 assist in the coordination,communication and interface between the Board of the
Zone,the Board of the Authority and appropriate City of Baytown officials
employees,contractors,developers,property owners,residents,and others
regarding planned and actual construction projects;
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.Qy of Baytown Page 1
EXMIT A
1.1.6 provide expert testimony in public meetings and proceedings as requested by the
Board of the Zone,the Board of the Authority,the City Council,the City
Manager,the General Manager of the Board or the General Manager of the Zone;
1.1.7 provide assistance to the City,the Zone and the Authority with regard to
conducting surveys,investigations,and studies related to the economic
development of the Zone;and
1.1.8 prepare or cause to be prepared reports,maps,photographs,charts and exhibits as
requested by the governing body or the chief administrative officer of the City,
the Authority or the Zone.
1.2 Project Management Support.In exchange for the consideration expressed herein,HHA
shall provide the following project management services to or on behalf of the City,the
Zone and the Authority:
1.2.1 receive inquiries and respond to property owners,real estate agents and brokers,
and other interested parties with respect to development issues that pertain to the
Reinvestment Zone and Redevelopment Authority and other projects as directed
by the City Manager or the General Manager of the Authority or the Zone;
1.2.2 provide management support to the City,the Zone and the Authority in the
implementation of the Zone's Project Plan and Reinvestment Zone Financing
Plan;
1.2.3 provide management oversight for public infrastructure construction contractors
or other service providers as may be required or requested by the City Manager,
the General Manager of the Zone,or the General Manager of the Authority;
1.2.4 assist the City,Zone and Authority interface with developers on development,
financing and property acquisition issues;and
1.2.5 develop and maintain a web site for the Zone and Authority and make
modifications thereto as necessary or as requested by the City Manager,the
General Manager of the Zone,or the General Manager of the Authority.
1.3 I-10 Corridor Development Planning,In exchange for the consideration expressed
herein,HHA shall provide the following services to or on behalf of the City,the Zone
and the Authority in connection with the development of the 1-10 Corridor:
1.3.1 provide technical assistance to the City,the Zone and the Authority with regards
to the planning efforts related to the I-10 Corridor development;
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown.Page 2
1.3.2 provide technical assistance to the City with regards to annexation modeling and
strategies to affect the overall economic development of the I-10 Corridor;
1.3.3 Provide technical assistance to the City with regards to future zoning applications
within and adjacent to the 1-10 Corridor;and
1.3.4 attend meetings with the City and its employees along with contractors,
developers,property owners,residents,and others regarding planned and actual
construction projects,possible annexations and zoning permit applications.
Section 2.Compensation.
2.1 Fees.
2.1.1 Professional Fees.
2.1.1.1 For and in consideration of the services to be performed by HHA specified
in Section 1 of this Agreement,the District agrees to pay to HHA a fixed
fee of TWO THOUSAND FIVE HUNDRED AND N0/100 DOLLARS
($2,500.00)per month.
2.1.1.2 Should additional services not described in Section 1 hereof be authorized
in writing by the District or its General Manager,the District agrees to pay
HHA for such services based upon an hourly rate of ONE HUNDRED
THIRTY-FIVE AND N01100($135.00).
2.1.2 Reimbursable Expenses.
2.1.2.1 In addition to the professional fee prescribed by Section 2.1.1,the District
shall,subject to the limitations contained in Section 2.1.2.2 hereof,pay
actual expenses incurred by HHA in the performance of its responsibilities
as set forth in Section 1 of this Agreement.Such expenses shall include,
but not be limited to,prints and reproductions,graphics,art supplies,
postage,deliveries,parking fees,travel and lodging,and publication of
required notices.Automobile use directly attributable to this project will
be charged at the rate allowable under the Internal Revenue Service
regulations.
2.1.2.2 Before the District shall be liable for any reimbursable expenses described
in Section 2.1.2.1,HHA must obtain prior written approval of the District
or the District's representative of any expense that exceeds$500.00,for
which HHA seeks reimbursement.However,for travel expenses and
related expenses specified in Section 2.1.2.1,all such expenses must be
approved by the District before the same are incurred.If such approval is
not obtained,the District shall not be liable for such expenses.
Additionally,the District shall at no time be obligated to pay more than
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown Page 3
FIVE THOUSAND AND N0/100 DOLLARS($5,000)for all
reimbursable expenses under this contract during the term hereof without
prior written authorization by the District.
2.2 Payments.
2.2.1 A detailed invoice of the services performed and the allowable reimbursable
expenses incurred shall be tendered by HHA to the General Manager of the
District each month during the term of this Agreement.
2.2.2 Payments on account of services rendered and for Reimbursable Expenses
incurred shall be made within 30 days after the District receives HHA's detailed
invoice therefor.In the event of a disputed or contested invoice,the District may
withhold any such disputed or contested amount without penalty.
2.3 District's Sole Obligation.The payment of the fee as provided for in this Section 2 shall
be the only responsibility and obligation of the District under this Agreement.
Section 3.Reimbursement.
3.1 Obligation to Reimburse.The Zone shall be obligated at such time that the Zone
generates funds to reimburse the District for all payments made pursuant to Section 2
hereinabove.
3.2 Zone's Sole Obligation.The Zone's sole obligation under this Agreement is to reimburse
the District in accordance with this Section 3.The Zone has no obligation with respect
to HHA.
Section 4.Term.
This Agreement shall be effective on January 1,2002 and shall expire on September 30,
2003,unless either terminated in accordance with this agreement.
Section 5.Termination.
5.1 Termination for Cause.Either HHA or the District,but not the Zone,may terminate this
Agreement upon default of 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
party of a notice describing such default and intended termination,provided:(1)such
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown Page 4
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.
5.2 Termination for Convenience.This Agreement may be terminated by the District upon
not less than seven days'written notice to HHA for the District's convenience and
without cause.At the time that notice is received,HHA shall cease work immediately.
5.3 Termination for Non-funding.For any funding beyond the current fiscal year,the
District reserves the right to terminate this Agreement by giving the thirty(30)days'
written notice,without liability to the District,in the event that funding for this
Agreement is discontinued or is no longer available.The District's fiscal year runs from
October ls`to September 301h
5.4 Release of Obligations.Upon the termination of this Agreement,all parties shall be
relieved of their respective obligations herein,unless expressly stated otherwise in this
Agreement,and HHA shall be paid for all work performed up to the date of termination
or to the date of its receipt of the notice of termination for convenience,whichever is
applicable.
Section 6.Insurance.
6.1 Insurance during Term of Agreement.Throughout the term of this Agreement,HHA at
HHA's own expense shall purchase,maintain and keep in force and effect insurance
against claims for injuries to or death of persons or damages to property which may arise
out of or result from HHA's performance of its obligations under this Agreement,
whether such obligations be by HHA,its agents,representatives,volunteers,employees
or subcontractors or by anyone directly or indirectly employed by any of them,or by
anyone for whose acts any of them may be liable.
6.2 HHA's Insurance Primary.HHA's insurance coverage shall be primary insurance with
respect to the District,the City,and the Zone and their respective volunteers and agents.
Any insurance or self-insurance maintained by the District,the City,or the Zone,or their
respective officials,employees or volunteers shall be considered in excess of HHA's
insurance and shall not contribute to it.Further,HHA shall include all subconsultants as
additional insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor.All coverages for subconsultants shall be subject to
all of the requirements stated herein.
6.3 Required Coverages:The following is a list of standard insurance policies along with
their respective minimum coverage amounts required in this Agreement:
(a)Workers'Compensation Policy
■Statutory amounts required by Texas law.
■Employers'Liability:$500,000.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown.Page 5
■Waiver of Subrogation required for the benefit of the District,the City and the
Zone.
(b)Commercial General Liability Policy
■General aggregate of$1,000,000 and
■Minimum of$500,000 per occurrence.
■Coverage shall be at least as broad as ISO CG 00 01 10 93
■No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance by the District.
(c)Automobile Liability Policy
■Combined Single Limits:$1,000,000
6.4 Filing Certificates.Before performing any of the obligations pursuant to this Agreement,
HHA shall file with the District valid certificates of insurance and endorsements
acceptable to the District.Such certificates shall contain a provision that coverages
afforded under the policies will not be canceled,suspended,voided,or reduced until at
least sixty(60)days'prior written notice has been given to the District via certified mail,
return receipt requested.
6.5 General Requirements.The following are general requirements which are applicable to
all policies:
6.5.1 General Liability and Automobile Liability insurance shall be written by a carrier
with an A.M.Best Rating of AN H or higher in accordance with the current Best
Key Rating Guide.
6.5.2 Only insurance carriers licensed and admitted to do business in the State of Texas
will be accepted.
6.5.3 Deductibles shall be listed on the Certificate of Insurance and are acceptable only
on a per occurrence basis for property damage only.
6.5.4 Claims-made policies will not be accepted.
6.5.5 The District,the City,and the Zone as well as their respective officials,
employees and volunteers,are to be added as"Additional Insureds"to the
General Liability Policy.The coverage shall contain no special limitation on the
scope of protection afforded to the District,the City and the Zone as well as their
respective officials,employees or volunteers.
6.5.6 A waiver of subrogation in favor of the District with respect to Workers'
Compensation Insurance must be included.
6.5.7 Upon request,certified copies of all insurance policies and/or certificates of
insurance shall be furnished to the District without cost to the District.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of BWoum Page 6
Additionally,certificates of insurance showing evidence of insurance coverage
shall be provided to the District on or before the execution of this Agreement.
Section 7.Indemnification
HHA AGREES TO AND SHALL INDEMNIFY,HOLD HARMLESS AND
DEFEND THE DISTRICT,THE CITY AND THE ZONE,AS WELL AS
THEIR RESPECTIVE OFFICERS,AGENTS AND EMPLOYEES
(HEREINAFTER COLLECTIVELY REFERRED TO AS"INDEMNIFIED
PERSONS")FROM AND AGAINST ANY AND ALL CLAIMS,LOSSES,
DAMAGES,CAUSES OF ACTION,SUITS,AND LIABILITY OF EVERY
HIND,INCLUDING ALL EXPENSES OF LITIGATION,COURT COSTS,
AND ATTORNEYS'FEES,FOR DAMAGE TO ANY PROPERTY,LOSS
OF REVENUE,OR ANY OTHER INJURIES OR DAMAGES ARISING
OUT OF OR IN CONNECTION WITH THE SERVICES PERFORMED BY
HHA PURSUANT TO THIS AGREEMENT,THE CONDUCT OR
MANAGEMENT OF HHA'S ACTIVITIES,OR FROM ANY ACT OR
OMISSION BY HHA,ITS AGENTS,EMPLOYEES,OR
SUBCONTRACTORS,WHERE SUCH DAMAGES,LOSSES OR INJURIES
ARE CAUSED BY(I)THE JOINT NEGLIGENCE OF THE INDEMNIFIED
PERSONS AND ANY OTHER PERSON OR ENTITY OR(II)THE JOINT
OR SOLE NEGLIGENCE OF HHA.IT IS THE EXPRESSED INTENTION
OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR
IN THIS PARAGRAPH IS INDEMNITY BY HHA TO INDEMNIFY AND
PROTECT THE INDEMNIFIED FROM(I)THE CONSEQUENCES OF
THE INDEMNIFIED PERSON'S OWN NEGLIGENCE,WHERE THAT
NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING
INJURY,DEATH OR DAMAGE AINUOR(II)THE CONSEQUENCES OF
HHA'S SOLE OR JOINT NEGLIGENCE.FURTHERMORE,THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO
APPLICATION TO THE DISTRICT FOR ANY CLAIM,LOSS,DAMAGE,
CAUSE OF ACTION,SUIT AND LIABILITY WHERE THE INJURY,
LOSS OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF
THE INDEMNIFIED PERSONS,UNMIXED WITH THE FAULT OF ANY
OTHER PERSON OR ENTITY.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown Page 7
In the event that any action or proceeding is brought against the District,the City and/or the Zone
by reason of any matter from which the District,the City and/or the Zone is indemnified herein,
HHA further agrees and covenants to defend the action or proceeding by legal counsel
acceptable to the District,the City and/or the Zone,as applicable.This article shall survive the
expiration or termination of this Agreement.
Section 8.Time is of the Essence.
HHA understands and agrees that time is of the essence for the services to be performed
hereunder.
Section 9.Parties in Interest.
This contract shall bind and benefit the District,the Zone,and HHA and shall not bestow
any rights upon any third parties.
Section 10.Independent Contractor.
It is expressly agreed and understood by all parties thereto that HHA is an independent
contractor in relation to the City of Baytown.Nothing herein contained shall be construed to
effect an agreement of partnership or joint venture or render any party hereto the employer of
any other party and/or its employees,agents,or representatives.All necessary operating
personnel shall be deemed employees of HHA.
Section 11.Non-waiver.
Failure of any 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.
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.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Ba,o Page 8
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
ZONE
Reinvestment Zone Number One,City of Baytown
Attn:General Manager
P.O.Box 424
Baytown,Texas 77522-0424
Fax:(281)420-6586
HHA
Hawes Hill&Associates,LLP
Attn:David Hawes
7322 Southwest Freeway,Suite 1470
Houston,TX 77074
Fax:(713)541-9906
Section 15.Audits.
The Zone 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 Zone and the District shall make available all of its
records in support of the audit.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown,Page 9
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.
Section 19.Assignment or Transfer of Rights or Obligations.
Neither HHA nor the Zone shall 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,this Agreement is executed in multiple counterparts on
behalf of HHA this_day of,2002,on behalf of the District on this_day of
,2002,and on behalf of the Zone this_day of'2002.
Ageeement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown.Page 10
HAWES HILL&ASSOCIATES,L.L.P.
Signature
Printed Name
Title
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
/,�
PETE C.ALFARO,President
ATTEST:
GARY W.SMITH,Assistant Secretary
REINVESTMENT ZONE NUNBER 1,
CITY OF BAYTOWN
DON MURRAY,Chairman of the Board of
Directors
ATTEST:
JOHN R.STRAUSSER,Secretary
Agleement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown.Page 11
BAYTOWN
REDEVELOPMENT AUTHORITY
DON MURRAY,Chairman of the Board of
Directors
ATTEST:
JOHN R.STRAUSSER,Secretary
STATE OF TEXAS§
COUNTY OF HARRIS§
Before me,,the undersigned notary public,on this
day personally appeared,in his capacity as of Hawes
Hill&Associates,L.L.P.,on behalf of such partnership,known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he executed the
same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this day of,
2002.
Notary Public in and for the State of Texas
C:\Documents and Settings\ignacio ramirez\My DocumentsWGREEMENT FOR CONSULTING SERVICES082802.doc
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown.Page 12
AGREEMENT FOR CONSULTING SERVICES
PERTAINING TO
REINVESTMENT ZONE NUMBER 1, CITY OF BAYTOWN
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement for the Consulting Services pertaining to Reinvestme at�Z���one Number 1,
City of Baytown (the "Agreement") is made as of the L day of`X��`us'�'�;'�2(10�,by and among
the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of the
State of Texas and the City of Baytown created under Chapter 377 of the Texas Local
Government Code and located in Harris County, Texas, (the "District"), REINVESTMENT
ZONE NUMBER ONE, CITY OF BAYTOWN, a reinvestment zone created by the City
pursuant to Chapter 311, Texas Tax Code (the "Zone"), the BAYTOWN REDEVELOPMENT
AUTHORITY, (the "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 and HAWES HILL &
ASSOCIATES, L.L.P, a Texas Limited Liability Limited Partnership ("HHA"). For and in
consideration of the mutual covenants herein contained, the parties hereby agree as follows:
Section 1. HHA's Responsibilities. HHA shall perform the following services with
professional skill and care.
1.1 Administration. In exchange for the consideration expressed herein, HHA shall provide
the following administration services to or on behalf of the City of Baytown (the "City"),
the Zone and the Authority:
1.1.1 provide staff support;
1.1.2 prepare meeting agendas for the Zone and the Authority and ensure proper
notification is made in accordance with state statutes, city ordinances, and other
applicable rules and regulations;
1.1.3 prepare Zone and Authority meeting packets and minutes for presentation at
meetings of the Zone and the Authority;
1.1.4 maintain records and files of the Reinvestment Zone and Redevelopment
Authority consistent with the Texas Public Information Act, the Local
Government Records Act, and all other applicable laws, rules and regulations;
1.1.5 assist in the coordination, communication and interface between the Board of the
Zone, the Board of the Authority and appropriate City of Baytown officials
employees, contractors, developers, property owners, residents, and others
regarding planned and actual construction projects;
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown,Page 1
1.1.6 provide expert testimony in public meetings and proceedings as requested by the
Board of the Zone, the Board of the Authority, the City Council, the City
Manager, the General Manager of the Board or the General Manager of the-Zone;
1.1.7 provide assistance to the City, the Zone and the Authority with regard to
conducting surveys, investigations, and studies related to the economic
development of the Zone; and
1.1.8 prepare or cause to be prepared reports, maps, photographs, charts and exhibits as
requested by the governing body or the chief administrative officer of the City,
the Authority or the Zone.
1.2 Project Management Support. In exchange for the consideration expressed herein, HHA
shall provide the following project management services to or on behalf of the City, the
Zone and the Authority:
1.2.1 receive inquiries and respond to property owners, real estate agents and brokers,
and other interested parties with respect to development issues that pertain to the
Reinvestment Zone and Redevelopment Authority and other projects as directed
by the City Manager or the General Manager of the Authority or the Zone;
1.2.2 provide management support to the City, the Zone and the Authority in the
implementation of the Zone's Project Plan and Reinvestment Zone Financing
Plan;
1.2.3 provide management oversight for public infrastructure construction contractors
or other service providers as may be required or requested by the City Manager,
the General Manager of the Zone, or the General Manager of the Authority;
1.2.4 assist the City, Zone and Authority interface with developers on development,
financing and property acquisition issues; and
1.2.5 develop and maintain a web site for the Zone and Authority and make
modifications thereto as necessary or as requested by the City Manager, the
General Manager of the Zone, or the General Manager of the Authority.
1.3 I-10 Corridor Development Planning. In exchange for the consideration expressed
herein, HHA shall provide the following services to or on behalf of the City, the Zone
and the Authority in connection with the development of the I-10 Corridor:
1.3.1 provide technical assistance to the City, the Zone and the Authority with regards
to the planning efforts related to the I-10 Corridor development;
Agreement for Consulting_Services Pertaining to
Reinvestment Zone Number 1.Ci of Baytown,Page 2
1.3.2 provide technical assistance to the City with regards to annexation modeling and
strategies to affect the overall economic development of the I-10 Corridor;
1.3.3 Provide technical assistance to the City with regards to future zoning applications
within and adjacent to the 1-10 Corridor; and
1.3.4 attend meetings with the City and its employees along with contractors,
developers, property owners, residents, and others regarding planned and actual
construction projects, possible annexations and zoning permit applications.
Section 2. Compensation.
2.1 Fees.
2.1.1 Professional Fees.
2.1.1.1 For and in consideration of the services to be performed by HHA specified
in Section 1 of this Agreement, the District agrees to pay to HHA a fixed
fee of TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
($2,500.00)per month.
2.1.1.2 Should additional services not described in Section 1 hereof be authorized
in writing by the District or its General Manager, the District agrees to pay
HHA for such services based upon an hourly rate of ONE HUNDRED
THIRTY-FIVE AND NO/100 ($135.00).
2.1.2 Reimbursable Expenses.
2.1.2.1 In addition to the professional fee prescribed by Section 2.1.1, the District
shall, subject to the limitations contained in Section 2.1.2.2 hereof, pay
actual expenses incurred by HHA in the performance of its responsibilities
as set forth in Section 1 of this Agreement. Such expenses shall include,
but not be limited to, prints and reproductions, graphics, art supplies,
postage, deliveries, parking fees, travel and lodging, and publication of
required notices. Automobile use directly attributable to this project will
be charged at the rate allowable under the Internal Revenue Service
regulations.
2.1.2.2 Before the District shall be liable for any reimbursable expenses described
in Section 2.1.2.1, HHA must obtain prior written approval of the District
or the District's representative of any expense that exceeds $500.00, for
which HHA seeks reimbursement. However, for travel expenses and
related expenses specified in Section 2.1.2.1, all such expenses must be
approved by the District before the same are incurred. If such approval is
not obtained, the District shall not be liable for such expenses.
Additionally, the District shall at no time be obligated to pay more than
Agreement for Consultinjg Services Pertaining to
Reinvestment Zone Number 1.City of Baytown,Page 3
FIVE THOUSAND AND NO/100 DOLLARS ($5,000) for al
l
reimbursable expenses under this contract during the term hereof without
prior written authorization by the District.
2.2 Payments.
2.2.1 A detailed invoice of the services performed and the allowable reimbursable
expenses incurred shall be tendered by HHA to the General Manager of the
District each month during the term of this Agreement.
2.2.2 Payments on account of services rendered and for Reimbursable Expenses
incurred shall be made within 30 days after the District receives HHA's detailed
invoice therefor. In the event of a disputed or contested invoice, the District may
withhold any such disputed or contested amount without penalty.
2.3 District's Sole Obligation. The payment of the fee as provided for in this Section 2 shall
be the only responsibility and obligation of the District under this Agreement.
Section 3. Reimbursement.
3.1 Obligation to Reimburse. The Zone shall be obligated at such time that the Zone
generates funds to reimburse the District for all payments made pursuant to Section 2
hereinabove.
3.2 Zone's Sole Obligation. The Zone's sole obligation under this Agreement is to reimburse
the District in accordance with this Section 3. The Zone has no obligation with respect
to HHA.
Section 4. Term.
This Agreement shall be effective on January 1, 2002 and shall expire on September 30,
2003, unless either terminated in accordance with this agreement.
Section 5. Termination.
5.1 Termination for Cause. Either HHA or the District, but not the Zone, may terminate this
Agreement upon default of 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
party of a notice describing such default and intended termination, provided: (1) such
Agreement for Consultine Services Pertaining to
Reinvestment Zone Number 1.City of Baytown,Page 4
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.
5.2 Termination for Convenience. This Agreement may be terminated by the District upon
not less than seven days' written notice to HHA for the District's convenience and
without cause. At the time that notice is received, HHA shall cease work immediately.
5.3 Termination for Non-funding. For any funding beyond the current fiscal year, the
District reserves the right to terminate this Agreement by giving the thirty (30) days'
written notice, without liability to the District, in the event that funding for this
Agreement is discontinued or is no longer available. The District's fiscal year runs from
October Is' to September 301"
5.4 Release of Obligations. Upon the termination of this Agreement, all parties shall be
relieved of their respective obligations herein, unless expressly stated otherwise in this
Agreement, and HHA shall be paid for all work performed up to the date of termination
or to the date of its receipt of the notice of termination for convenience, whichever is
applicable.
Section 6. Insurance.
6.1 Insurance during Term of Agreement. Throughout the term of this Agreement, HHA at
HHA's own expense shall purchase, maintain and keep in force and effect insurance
against claims for injuries to or death of persons or damages to property which may arise
out of or result from HHA's performance of its obligations under this Agreement,
whether such obligations be by HHA, its agents, representatives, volunteers, employees
or subcontractors or by anyone directly or indirectly employed by any of them, or by
anyone for whose acts any of them may be liable.
6.2 HHA's Insurance Primary. HHA's insurance coverage shall be primary insurance with
respect to the District, the City, and the Zone and their respective volunteers and agents.
Any insurance or self-insurance maintained by the District, the City, or the Zone, or their
respective officials, employees or volunteers shall be considered in excess of HHA's
insurance and shall not contribute to it. Further, HHA shall include all subconsultants as
additional insureds under its policies or shall furnish separate certificates and
endorsements for each subcontractor. All coverages for subconsultants shall be subject to
all of the requirements stated herein.
6.3 Required Coverages: The following is a list of standard insurance policies along with
their respective minimum coverage amounts required in this Agreement:
(a) Workers' Compensation Policy
■ Statutory amounts required by Texas law.
■ Employers' Liability: $500,000.
Aereement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown,Page 5
■ Waiver of Subrogation required for the benefit of the District, the City and the
Zone.
(b) Commercial General Liability Policy
■ General aggregate of$1,000,000 and
■ Minimum of$500,000 per occurrence.
■ Coverage shall be at least as broad as ISO CG 00 01 10 93
■ No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance by the District.
(c) Automobile Liability Policy
■ Combined Single Limits: $1,000,000
6.4 Filing Certificates. Before performing any of the obligations pursuant to this Agreement,
HHA shall file with the District valid certificates of insurance and endorsements
acceptable to the District. Such certificates shall contain a provision that coverages
afforded under the policies will not be canceled, suspended, voided, or reduced until at
least sixty(60) days' prior written notice has been given to the District via certified mail,
return receipt requested.
6.5 General Requirements. The following are general requirements which are applicable to
all policies:
6.5.1 General Liability and Automobile Liability insurance shall be written by a carrier
with an A.M. Best Rating of A:VII or higher in accordance with the current Best
Key Rating Guide.
6.5.2 Only insurance carriers licensed and admitted to do business in the State of Texas
will be accepted.
6.5.3 Deductibles shall be listed on the Certificate of Insurance and are acceptable only
on a per occurrence basis for property damage only.
6.5.4 Claims-made policies will not be accepted.
6.5.5 The District, the City, and the Zone as well as their respective officials,
employees and volunteers, are to be added as "Additional Insureds" to the
General Liability Policy. The coverage shall contain no special limitation on the
scope of protection afforded to the District, the City and the Zone as well as their
respective officials, employees or volunteers.
6.5.6 A waiver of subrogation in favor of the District with respect to Workers'
Compensation Insurance must be included.
6.5.7 Upon request, certified copies of all insurance policies and/or certificates of
insurance shall be furnished to the District without cost to the District.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown,Page 6
Additionally, certificates of insurance showing evidence of insurance coverage
shall be provided to the District on or before the execution of this Agreement.
Section 7. Indemnification
HHA AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS AND
DEFEND THE DISTRICT, THE CITY AND THE ZONE, AS WELL AS
THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES
(HEREINAFTER COLLECTIVELY REFERRED TO AS "INDEMNIFIED
PERSONS") FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY
KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS,
AND ATTORNEYS' FEES, FOR DAMAGE TO ANY PROPERTY, LOSS
OF REVENUE, OR ANY OTHER INJURIES OR DAMAGES ARISING
OUT OF OR IN CONNECTION WITH THE SERVICES PERFORMED BY
HHA PURSUANT TO THIS AGREEMENT, THE CONDUCT OR
MANAGEMENT OF HHA'S ACTIVITIES, OR FROM ANY ACT OR
OMISSION BY HHA, ITS AGENTS, EMPLOYEES, OR
SUBCONTRACTORS, WHERE SUCH DAMAGES, LOSSES OR INJURIES
ARE CAUSED BY (I) THE JOINT NEGLIGENCE OF THE INDEMNIFIED
PERSONS AND ANY OTHER PERSON OR ENTITY OR (II) THE JOINT
OR SOLE NEGLIGENCE OF HHA. IT IS THE EXPRESSED INTENTION
OF THE PARTIES HERETO THAT THE INDEMNITY PROVIDED FOR
IN THIS PARAGRAPH IS INDEMNITY BY HHA TO INDEMNIFY AND
PROTECT THE INDEMNIFIED FROM (I) THE CONSEQUENCES OF
THE INDEMNIFIED PERSON'S OWN NEGLIGENCE, WHERE THAT
NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING
INJURY, DEATH OR DAMAGE AND/OR (II) THE CONSEQUENCES OF
HHA'S SOLE OR JOINT NEGLIGENCE. FURTHERMORE, THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO
APPLICATION TO THE DISTRICT FOR ANY CLAIM, LOSS, DAMAGE,
CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY,
LOSS OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF
THE INDEMNIFIED PERSONS, UNMIXED WITH THE FAULT OF ANY
OTHER PERSON OR ENTITY.
Asreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown,Page 7
In the event that any action or proceeding is brought against the District, the City and/or the Zone
by reason of any matter from which the District, the City and/or the Zone is indemnified herein,
HHA further agrees and covenants to defend the action or proceeding by legal counsel
acceptable to the District, the City and/or the Zone, as applicable. This article shall survive the
expiration or termination of this Agreement.
Section 8. Time is of the Essence.
HHA understands and agrees that time is of the essence for the services to be performed
hereunder.
Section 9. Parties in Interest.
This contract shall bind and benefit the District, the Zone, and HHA and shall not bestow
any rights upon any third parties.
Section 10. Independent Contractor.
It is expressly agreed and understood by all parties thereto that HHA is an independent
contractor in relation to the City of Baytown. Nothing herein contained shall be construed to
effect an agreement of partnership or joint venture or render any party hereto the employer of
any other party and/or its employees, agents, or representatives. All necessary operating
personnel shall be deemed employees of HHA.
Section 11. Non-waiver.
Failure of any 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.
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.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown,Page 8
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
ZONE
Reinvestment Zone Number One, City of Baytown
Attn: General Manager
P.O. Box 424
Baytown, Texas 77522-0424
Fax: (281) 420-6586
HHA
Hawes Hill &Associates, LLP
Attn: David Hawes
7322 Southwest Freeway, Suite 1470
Houston, TX 77074
Fax: (713) 541-9906
Section 15. Audits.
The Zone 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 Zone and the District shall make available all of its
records in support of the audit.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown,Page 9
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.
Section 19. Assignment or Transfer of Rights or Obligations.
Neither HHA nor the Zone shall 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, this Agreement is executed in multiple counterparts on
behalf of HHA this 1Oday of , 2002, on be if of th Dis 'ct n this lq#day of
,�%�;�> ( , 2002, and on be alf of the Zone thisay of , 2002.
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1.City of Baytown,Page 10
HAWES HILL & ASSOCIATES, L.L.P.
c
Signature
Printed Name
Title
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
PETE C. ALFARO, resident
ATTEST:
4GARW. MITH, Assistant Secretary
REINVESTMENT ZONE NUNBER 1,
CITY OF BAYTOWN
c
DON MURRAY, ChainnanqAfie Board of
Directors
ATTEST:
HN R. STRAUSSER, Secretary
Agreement for Consulting Services Pertaining to
Reinvestment Zone Number 1,City of Baytown,Page I 1
BAYTOWN
REDEVELOPMENT AUTHORITY
DON MURRAY, Chairman o e Board of
Directors
ATTEST:
(YOHN R. STRAUSSER, Secretary
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me, Syl.ria Ann Aguilar , the undersigned notary public, on this
day personally appeared David W. Hawes , in his capacity as Managing Partnerof Hawes
Hill & Associates, L.L.P., on behalf of such partnership, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he executed the
same for the purposes and consideration therein expressed.
SUBSCRIBED AND SWORN before me this 18th day of a ,
2002.
PN N 4
2° Pte�°•i��% Not Public in and for the State of Texas
• 'ATE OF
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