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MDD Resolution No. 73 t RESOLUTION NO.73 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE AND THE ASSISTANT SECRETARY TO ATTEST TO AN AGREEMENT FOR FUNDING FOR WATER-RELATED INFRASTRUCTURE AT THE EAST HARRIS COUNTY SOCCER COMPLEX ON 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 4B(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. A Section 2:That the Board of Directors of the Baytown Municipal Development District hereby authorizes the General Manager to execute and the Assistant Secretary to attest to an agreement with the City of Baytown to provide funding for water-related infrastructure at the East Hams County Soccer Complex on 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 FIVE HUNDRED THOUSAND AND NO/100 DOLLARS($500,000.00)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 6'h day of April,2006. CALVIN MUNDINGER,Presihi �1^ 1 LORR.i CO,Assistant Secretary APPROVED AS T FORM: �'ACIO RAMIREZ.SR..feral Counsel R,Karcn\Fdcs\CnyCouncilNun ctpal Develo cm DismctURcsolutionsVO06Wpril\EastHarrisCountysoccerComplcxAgreement.doc AGREEMENT FOR FUNDING FOR WATER-RELATED INFRASTRUCTURE AT THE EAST HARRIS COUNTY SOCCER COMPLEX ON NORTH MAIN STREET STATE OF TEXAS§ COUNTY OF HARRIS§ This Agreement for Funding for Water-Related Infrastructure at the East Harris County Soccer Complex on North,Main Street(the"Agreement")is made as of the day of ,2006,by and between HARRIS COUNTY,a political subdivision of the State of Texas,(the"County")and the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT,created under Chapter 377 of the Texas Local Government Code,as amended,(the"Act")and located in Harris County,Texas,(the"District").For and in consideration of the mutual covenants herein contained,it is agreed as follows: Section 1.Representations and Warranties of District. a)The District is engaged in an on-going effort to provide new resources to plan, acquire,establish,develop,construct and/or renovate one or more development projects beneficial to the District,which territory includes the incorporated limits of the City of Baytown lying within Harris County. b)The District covenants that it shall actively work to productively coordinate its activities with the County 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. d)The District represents that it has current revenues available to make all payments which it is obligated to make hereunder. Section 2.Description of Program.The County,with the assistance of the District as herein specified,contemplates entering into,but shall not be required to enter into,agreements necessary for the construction of East Harris County Soccer Complex on North Main Street as further depicted in Exhibit"A,"which is attached hereto and incorporated herein for all intents and purposes(the"Project").The Project may include, but not be limited to,the following: ➢Design cost for engineering related to the infrastructure, ➢Consultant fees for the design, ➢Surveying for the water line easement, ➢Construction of raw water supply,and Construction of water well for potable water. If the Project is not be commenced on or before the 3151 day of January,2007,the District's sole remedy shall be to terminate this Agreement,which termination must be effected by written notice to the County prior to commencement of construction of the Project.Such termination_shall relieve the District of all further obligations under this Agreement. Agreement for Funding for Water-related EAiM A Infrastructure at the East Harris County Soccer Complex,Page 1 Section 3.Reports. The County shall prepare and submit to the District within 120 days after the end of each fiscal year during each term of this Agreement,in which the County has sought reimbursement from' the District,a verbal or brief written report describing the services performed by the County 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 and hereby directs and authorizes the County to make any Project clarifications and/or modifications as may be necessary as determined by the County in its sole discretion. Section 5.Funds to be provided by the District. For and in consideration of the construction of the Project by the County,the District shall reimburse the County for the water-related infrastructure associated with the East Harris County Soccer Complex,including but not limited to surveying for the water line easement,construction of raw water supply,and construction of a water well for potable water,in an amount not,to exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS($500,000.00).The County shall invoice the District for amounts which the County has paid for water-related infrastructure and shall submit all necessary documentation associated with the reimbursement request as may be required by the District.Thereafter,the District shall reimburse the County for expenditures related to the water- related infrastructure.All payments required to be made herein shall be payable on or before 30 days after the District receives an invoice therefor from the County and the District approves the same. 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 County,unless sooner terminated by either party hereto pursuant to the terms hereof. Section 7.Termination for Cause. Except as specifically provided elsewhere,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 Agreement for Funding for Water-related Infrastructure at the East Harris County Soccer Complex,Page 2 District's programs.The causes referred to above are strikes,lockouts,labor disputes,failure of power,,acts of God,acts of public enemies of this State or of the United States,riots,insurrections. civil commotion,inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or regulations or controls,casualties or other causes beyond the reasonable control of the party obligated to perform. Section 9.Parties in Interest. This contract shall bind and benefit the County and the District and shall not bestow any rights upon any third parties. Section 10.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 11.Compliance Nrith 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 County,and the City of Baytown as they now exist or may hereafter be enacted or amended. Section 12.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 13.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 Coun Harris County Attn:Gilbert Smith 1001 Preston Street,Suite 950 Houston,TX 77002 Agreement for Funding for Water-related infrastructure at the East Harris County Soccer Complex.Page 3 Section 14.Audits. The County 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 County and the District shall make available all of its records' in support of the audit. Section 15.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 16.Captions. The captions of the sections and subsections,if any,of this Agreement are for cofvenience 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 17.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 18.Assignment or Transfer of Rights or Obligations. The County 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 19.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 20.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. HARRIS COUNTY BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT (Signature)CALVIN MUNDINGER President (Printed Name) (Title) Agreement for Funding for Water-related Infrastructure at the East Harris County Soccer Complex,Page 4 ATTEST:ATTEST: (Signature)LORRI COODY Assistant Secretary (Printed Name) (Title) APPROVED AS TO FORM:APPROVED AS TO FORM: (Signature)IGNACIO RAMIREZ,SR. General Counsel (Printed Name) (Title) RAKaren\Files\City CouncihMunicipal Development District\Contracts 2006\EastHarrisCountySoccerComplexAgreementRevisedbyCounty.doc AMement for Funding for Water-related Infrastructure at the East Harris County Soccer Complex,Page 5 3 THE STATE OF TEXAS§ COUNTY OF HARRIS§ The Commissioners Court of Harris County,Texas,convened at a meeting of said Court at the Harris County Administration Building in the City of Houston,Texas,on the day of ,200,with the following members present,to-wit: Robert Eckels County Judge El Franco Lee Commissioner,Precinct No.I�. Sylvia R.Garcia Commissioner,Precinct No.2 Steve Radack Commissioner,Precinct No.3 Jerry Eversole Commissioner,Precinct No.4 and the following members absent,to-wit:, constituting a quorum,when among other business,the following was transacted: ORDER AUTHORIZING/APPROVING AGREEMENT FOR FUNDING FOR WATER-RELATED INFRASTRUCTURE AT THE EAST HARRIS COUNTY SOCCER COMPLEX ON NORTH MAIN STREET BETWEEN THE COUNTY AND THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Commissioner introduced an order and made a motion that the same be adopted.Commissioner seconded the motion for adoption of the order.The motion,carrying with it the adoption of the order, prevailed by the following vote: Yes No Abstain Judge Eckels❑❑❑ Comm.Lee❑❑❑ Comm.Garcia❑❑❑ Comm.Radack❑❑❑ Comm.Eversole❑❑❑ The County Judge thereupon announced that the motion had duly and lawfully carried and that the order had been duly and law-fully adopted.The order thus adopted follows: IT IS ORDERED that the County Judge is authorized to execute for and on behalf of Harris County.an Agreement for Funding for Water-Related Infrastructure at the East Harris County Soccer Complex on North Main Street between the County and the Baytown Municipal Development District,said Agreement being incorporated herein by reference for all purposes as though fully set forth word for word. m ■galm- ■.y lam,Ir<r�•��r F j�?I lu Ing '35A 2•_P _7J� ■1 i AGREEMENT FOR FUNDING FOR WATER -RELATED INFRASTRUCTURE AT THE EAST HARRIS COUNTY SOCCER COMPLEX ON NORTH MAIN STREET STATE OF TEXAS COUNTY OF HARRIS This Agreement for Funding for Water -Related Infrastructure at the East Harris County S ccer Complex on North Main Street (the "Agreement") is made as of the 3 day of Q , 2006, by and between HARRIS COUNTY, a political subdivision of the State of Tex , (the "County") and the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, created under Chapter 377 of the Texas Local Government Code, as amended, (the "Act") and located in Harris County, Texas, (the "District"). For and in consideration of the mutual covenants herein contained, it is agreed as follows: Section 1. Representations and Warranties of District. a) The District is engaged in an on -going effort to provide new resources to plan, acquire, establish, develop, construct and/or renovate one or more development projects beneficial to the District, which territory includes the incorporated limits of the City of Baytown lying within Harris County. b) The District covenants that it shall actively work to productively coordinate its activities with the County 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. d) The District represents that it has current revenues available to make all payments which it is obligated to make hereunder. Section 2. Description of Program. The County, with the assistance of the District as herein specified, contemplates entering into, but shall not be required to enter into, agreements necessary for the construction of East Harris County Soccer Complex on North Main Street as further depicted in Exhibit "A," which is attached hereto and incorporated herein for all intents and purposes (the "Project"). The Project may include, but not be limited to, the following: Design cost for engineering related to the infrastructure, Consultant fees for the design, Surveying for the water line easement, Construction of raw water supply, and Construction of water well for potable water. If the Project is not be commenced on or before the 31St day of January, 2007, the District's sole remedy shall be to terminate this Agreement, which termination must be effected by written notice to the County prior to commencement of construction of the Project. Such termination shall relieve the District of all further obligations under this Agreement. Agreement for Funding for Water -related Infrastructure at the East Harris County Soccer Complex, Page 1 Section 3. Reports. The County shall prepare and submit to the District within 120 days after the end of each fiscal year during each term of this Agreement, in which the County has sought reimbursement from the District, a verbal or brief written report describing the services performed by the County 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 and hereby directs and authorizes the County to make any Project clarifications and/or modifications as may be necessary as determined by the County in its sole discretion. Section 5. Funds to be provided by the District. For and in consideration of the construction of the Project by the County, the District shall reimburse the County for the water -related infrastructure associated with the East Harris County Soccer Complex, including but not limited to surveying for the water line easement, construction of raw water supply, and construction of a water well for potable water, in an amount not to exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00). The County shall invoice the District for amounts which the County has paid for water -related infrastructure and shall submit all necessary documentation associated with the reimbursement request as may be required by the District. Thereafter, the District shall reimburse the County for expenditures related to the water - related infrastructure. All payments required to be made herein shall be payable on or before 30 days after the District receives an invoice therefor from the County and the District approves the same. 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 County, unless sooner terminated by either party hereto pursuant to the terms hereof. Section 7. Termination for Cause. Except as specifically provided elsewhere, a party may terminate its performance under this contract only upon default by the other party. Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party. Should such a default occur, the party against whom the default has occurred shall have the right to terminate all or part of its obligations under this contract as of the 30`h day following the receipt by the defaulting 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 Agreement for Funding for Water -related Infrastructure at the East Harris County Soccer Complex, Page 2 District's programs. The causes referred to above are strikes, lockouts, labor disputes, failure of power, acts of God, acts of public enemies of this State or of the United States, riots, insurrections, civil commotion, inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or regulations or controls, casualties or other causes beyond the reasonable control of the party obligated to perform. Section 9. Parties in Interest. This contract shall bind and benefit the County and the District and shall not bestow any rights upon any third parties. Section 10. 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 11. 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 County, and the City of Baytown as they now exist or may hereafter be enacted or amended. Section 12. 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 13. 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 County Harris County Attn: Gilbert Smith 1001 Preston Street, Suite 950 Houston, TX 77002 Agreement for Funding for Water -related Infrastructure at the East Harris County Soccer Complex, Page 3 Section 14. Audits. The County 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 County and the District shall make available all of its records in support of the audit. Section 15. 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 16. 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 17. 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 18. Assignment or Transfer of Rights or Obligations. The County 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 19. 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 20. 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. HARRIS Signature) RAT ECKE1C COUNTY JUDGE TY BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Printed Name) Title) CALVIN MUNDINGER President Agreement for Funding for Water -related Infrastructure at the East Harris County Soccer Complex, Page 4 ATTEST: Signature) Printed Name) Title) APPROVED AS TO FORM: Do,-, C. ttit,, l Printed Name) t1 Sf ,s 4;14- C K %At/ Mr /' h Title) I LORRI COOD Assistant Secreta APPROVED AS TO FORM: ACIO RAMIREZ, SR General Counsel R:\Karen\Files\City Council\Municipal Development District\Contracts 2006\EastHarrisCountySoccerComplexAgreementRevisedbyCounty.doc Agreement for Funding for Water -related Infrastructure at the East Harris County Soccer Complex, Page 5 THE STATE OF TEXAS § COUNTY OF HARRIS § The Commissioners Court of Harris County, Texas, convened at a meeting of said Court at the Harris County Administration Building in the City of Houston, Texas, on the day of MAY` Q 1 20 f 6 , 200 , with the following members present, to -wit: Robert Eckels El Franco Lee Sylvia R. Garcia Steve Radack Jerry Eversole County Judge Commissioner, Precinct No. 1 Commissioner, Precinct No. 2 Commissioner, Precinct No. 3 Commissioner, Precinct No. 4 and the following members absent, to -wit: constituting a quorum, when among other business, the following was transacted: ORDER AUTHORIZING/APPROVING AGREEMENT FOR FUNDING FOR WATER -RELATED INFRASTRUCTURE AT THE EAST HARRIS COUNTY SOCCER COMPLEX ON NORTH MAIN STREET BETWEEN THE COUNTY AND THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT Commissioner introduced an order and made a motion that the same be adopted. Commissioner X I _ seconded the motion for adoption of the order. The motion, carrying with it the adoption of the order, prevailed by the following vote: Judge Eckels Comm. Lee Comm. Garcia Comm. Radack Comm. Eversole Yes No Abstain 0 n II The County Judge thereupon announced that the motion had duly and lawfully carried and that the order had been duly and law -fully adopted. The order thus adopted follows: IT IS ORDERED that the County Judge is authorized to execute for and on behalf of Harris County, an Agreement for Funding for Water -Related Infrastructure at the East Harris County Soccer Complex on North Main Street between the County and the Baytown Municipal Development District, said Agreement being incorporated herein by reference for all purposes as though fully set forth word for word. Presented to Commissioners Court MAY 0 2 2006 APPROVE Recorded Vol_ Page