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MDD Resolution No. 69-Funding Feasibility Study for Sewer Services I-H10 Corridor by N Main RESOLUTION NO.69 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE AND THE INTERIM ASSISTANT SECRETARY TO ATTEST TO AN AGREEMENT BETWEEN THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AND THE CITY OF BAYTOWN TO PROVIDE FUNDING FOR A FEASIBILITY STUDY FOR SEWER SERVICES ALONG THE IH- 10 CORRIDOR BY NORTH MAIN STREET;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 finds that the expenditures authorized herein are for the planning of a development project,which satisfy the purposes for which the funds can be expended pursuant to Chapter 377 of the Texas Local Government Code and Section 413(a),Development Corporation Act of 1979(Article 5190.6,Vernon's Texas Civil Statutes).All required findings pursuant thereto are hereby declared to have been made and adopted as findings of the Board of Directors. Section 2:That the Board of Directors of the Baytown Municipal Development District hereby authorizes the General Manager to execute and the Interim Assistant Secretary to attest to an agreement with the City of Baytown to provide funding for a feasibility study for sewer services along the IH-10 corridor by North Main Street.A copy of the Agreement is attached hereto as Exhibit"A,"and made a part hereof for all intents and purposes. Section 3:That the Board of Directors of the Baytown Municipal Development District hereby authorizes the payment of an amount not to exceed FIFTEEN THOUSAND AND NO/100 DOLLARS(S15,000.00)to the City of Baytown in accordance with the agreement. Section 4: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 3`d day of November,2005. CALVIN MUNDINGER,Pre.'t 4VAT::IN KN)Apr Interim A istant Secretary APPROVED AS TO FORM: 41,NAM10 AMIREZ.SR.G neral Counsel R AKarenWilcmCity CotmcMunicipal DeveTopment DistrictVRcsulutions'Q005WovcmbeeNorthhtainpcasibilityStudyinterlocal.doc AGREEMENT FOR FUNDING FOR A FEASIBILITY STUDY FOR SEWER SERVICES ALONG THE IH-10 CORRIDOR BY NORTH MAIN STREET STATE OF TEXAS§ S COUNTY OF HARRIS§ This Agreement for Funding for a Feasibility Study for Sewer Services along the IH-10 Corridor by North Main Street(the"Agreement")is made as of the day of November. 2005,by and between the CITY OF BAYTOWN.a municipal corporation located in Harris and Chambers Counties,Texas,(the-City-")and the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT,created under Chapter 377 of the Texas Local Government Code,as amended.(the "Act")and located in Harris and Chambers Counties,Texas,(the"District").For and in consideration of the mutual covenants herein contained.it is agreed as follows: Section 1.Representations and Warranties of District. a)The District is engaged in an on-going effort to provide new resources to plan, acquire,establish,develop,construct and/or renovate one or more development projects beneficial to the District,which includes the incorporated limits of the City lying within Harris County. b)The District covenants that it shall actively work to productively coordinate its activities with the City in an effort to reduce duplication of services. c)The District represents and warrants that it has been properly created and is duly authorized pursuant to the Act to enter into this Agreement. Section 2.Description of Program. The City,with the assistance of the District as herein specified,agrees to enter into an engineering services agreement for the feasibility study for sewer services along the IH-10 corridor by North Main Street(the`'Project").The limits of the study and the sanitary sewer service area shall include North Main Street from Cedar Bayou Lynchburg Road north to Wallisville Road and bounded to the east by Sjolander Road.The Project shall include,but not be limited to,the following: •an evaluation of potential alignments for future and/or pumped sewer collection facilities based on available resources furnished by the City;and •a review of the Comprehensive Water and Sewer Plan along with the plans for the new Northeast Wastewater Treatment Plant and off-site collection system. The engineer performing the services shall be required to consider both Goose Creek Consolidated Independent School District's interest in building a new high school at the northwest corner of Wallisville and North Main and the proposed Bayview Apartment complex to be located near the southeast corner of North Main and IH-10.At the conclusion of the Project.the resulting report shall offer alternatives for sanitary sewer collection facilities Agreement for a Feasibility Study for Sewer Services EMIT A along the 1H-10 condor by North Main Street,Page 1 necessary to provide services in areas where there is a potential for future growth and development. Section 3.Reports. The City shall prepare and submit to the District within 120 days after the end of each fiscal year during the term of this Agreement a verbal or brief written report describing the services performed by the City pursuant to this contract during the previous year along with a summary of expenditures for the previous fiscal year. Section 4.Approvals. The District understands.hereby directs and authorizes the City to make any Project clarifications and/or modifications as may be necessary as determined by the City in its sole discretion. Section 5.Funds to be provided by the District. For and in consideration of the services to be provided by the City in furtherance of this Agreement,the District shall tender funds to the City in an amount not to exceed FIFTEEN THOUSAND AND N0/100 DOLLARS($15,000.00).All payments required to be made herein shall be payable on or before 30 days after the District receives an invoice therefor from the City. Section 6.Term. This Agreement shall be effective for a period commencing on the date first mentioned above,and ending 30 days after final completion and acceptance of the Project by the City, unless sooner terminated by either party hereto pursuant to the terms hereof. Section 7.Termination for Cause. A party may terminate its performance under this contract only upon default by the other party.Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party.Should such a default occur,the party against whom the default has occurred shall have the right to terminate all or part of its obligations under this contract as of the 301h day following the receipt by the defaulting party of a notice describing such default and intended termination,provided:(1)such termination shall be ineffective if within said 30-day period the defaulting party cures or has commenced the cure of the default,or(2)such termination may be stayed,at the sole option of the party against whom the default has occurred,pending cure of the default. Upon the termination of this Agreement,both parties shall be relieved of their respective obligations herein stated.This Agreement shall not be subject to termination for convenience. Section 8.Force Majeure. Any prevention,delay.nonperformance,or stoppage due to any of the following causes shall excuse nonperformance for the period of any such prevention,delay,nonperformance,or stoppage,except the obligations imposed by this Agreement for the payment of funds allocated for the District's programs.The causes referred to above are strikes,lockouts,labor disputes, failure of power,acts of God,acts of public enemies of this State or of the United States,riots, insurrections,civil commotion,inability to obtain labor or materials or reasonable substitutes for Agreement for a Feasibility Study for Sewer Services alone the IH-10 corridor by North Main Street,Page 2 L either,governmental restrictions or regulations or controls,casualties or other causes beyond the reasonable control of the party obligated to perform. Section 9.Refund and Payment upon Termination. Upon termination of this Agreement pursuant to Section 7 hereof due to an uncured default by the City,the City hereby agrees to refund all unexpended,unappropriated monies previously paid by the District to the City pursuant to this Agreement.If at the time of termination the District owes the City monies,the District shall remit to the City the appropriate amount computed as of the effective date of the termination. Upon termination of this Agreement pursuant to Section 7 hereof due to an;uncured default by the District,the District hereby agrees to pay the total amount committed in Section S hereof on or before the effective date of the termination. Section 10.Parties in Interest. This contract shall bind and benefit the City and the District and shall not bestow any rights upon any third parties. Section 11.Non-waiver. Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce,by an appropriate remedy,strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 12.Compliance with Applicable Laws. The parties hereto shall comply with all rules,regulations,and laws of the United States of America,the State of Texas,and all laws,regulations,and ordinances of the City of Baytown as they now exist or may hereafter be enacted or amended. Section 13.Choice of Law;Venue. This contract is subject to and shall be construed in accordance with the laws of the State of Texas,the laws of the federal government of the United States of America and all rules and regulations of any regulatory body or officer having jurisdiction.This contract is performable in Harris County.Texas. Section 14.Notices. All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or,if earlier.on the third day following deposit in a United States Postal Service post office or receptacle with proper postage affixed(certified mail,return receipt requested)addressed to the respective other party at the address described below or at such other address as the receiving parry may have theretofore prescribed by notice to the sending party: Agreement for a Feasibility Study for Sewer Services along the 1H-10 corridor by North Main Street,Page 3 i District Baytown Municipal Development District Attn:President,Board of Directors P.O.Box 424 Baytown,Texas 77522-0424 Fax:(281)420-6586 City City of Baytown Attn:City Manager P.O.Box 424 Baytown,Texas 77522-0424 Fax:(281)420-6586 Section 15.Audits. The City and the District may,at any reasonable time,conduct or cause to be conducted an audit of the other parties'records and financial transactions.The cost of said audit will be borne by the entity requesting the audit.The City and the District shall make available all of its records in support of the audit. Section 16.Ambiguities. In the event of any ambiguity in any of the terms of this contract,it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 17.Captions. The captions of the sections and subsections,if any,of this Agreement are for convenience and ease of reference only and do not define,limit,augment or describe the scope, content or intent of this Agreement or of any part or parts of this Agreement. Section 18.Entire Agreement. This Agreement contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties.Any oral representations or modifications concerning this instrument are of no force or effect excepting a subsequent modification in writing signed by all the parties hereto. Section 19.Assignment or Transfer of Rights or Obligations. The City shall not sell,assign,or transfer any of its rights or obligations under this Agreement in whole or in part without prior written consent of the District. Section 20.Severability. All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable,such determination shall not affect any other term of this Agreement,which shall continue in full force and effect. AP reement for a Feasibility Study for Sewer Services along the IH-10 corridor by North Main Street,Page 4 i Section 21.Authority. The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. IN WITNESS WHEREOF,the parties have made and executed this contract in multiple copies,each of which shall be an original. CITY OF BAYTOWN BAYTOWN 1-IUNICIPAL DEVELOPMENT DISTRICT GARY JACKSON CALVIN MUNDINGER City Manager President ATTEST:ATTEST: KELVIN KNAUF KELVIN KNAUF Interim City Clerk Interim Assistant Secretary APPROVED AS TO FORM:APPROVED AS TO FORM: IGNACIO RAMIREZ,SR.IGNACIO RAMIREZ,SR. City Attorney General Counsel V.KarenVilcs\City Council\Nlunicipal Development Distnct Contracts 20o5\Yonh.\lainFeasibilityStudylnterlocal.doc Agreement for a Feasibility Study for Sewer Services along the IH-10 corridor by North Main Street.Page 5