MDD Resolution No. 77 Rr SOLUTION NO.77
A RFSOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT IDDNRICT.,UTHCRIZLvG THE GENERAL
RAL
AIANAG1,R TO E.NECUIE AND THE.ASSISTANT SECRETARY TO
A TEST'TO AN AGRET"MhNT F OR.FUNDING FOR THE WAY NE GRAY
SPORTS COMPLEX IMPROVEMENTS PRU.JEUFT AND PROVU)ING FOR
HE EFFECTIVE DATE THEREOF.
BE IF RESOLVED BY DIE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT!
t:That the Bo,-I of Directors of the Wyloon Muoicipiid Development
District hereby finds that the stpo diawes atilt-owed 1-odn are for the planning of a
de-lopmaat project,"hid,aisFy th,PuF-2"or tGhicL the funds can 6e ei]tcndedp-riontto
Chaptez 377 of the T-,,Locrl Go-mment Code ii,A Scncit 4B(a),D-Ioputout Cop...ucc r
Act of 1970(Article 5190.6,Vemoo;Fse,is Cnil SiamtcSl All required finding,pursuant
thoreto.are hereby declared to hare bi o o nra9e and ackipted is tiudtngs of ilie Boat d o3-Director.
Section 2:Chai the Btrard of Director,of the Baytonn A1,mwipaf Development
Disuim hereby Lwthoives the Gcoer tl Atcnagcc to eyecote and the Assistant Acerstaiy to attest to
an agreement with the C'rq.of Baomn to provide iiuni ing fur the As,eyne Oray Sport Complox.
impmv m.,nta Nojcct.A copy of elic Anreem,nt is aft ded her eta its Exhibit"A,"and made a
Part her cf for all inicirE and pnrpr-s.
Sec6.n 3:That the Brord of Direewa,of the Flayton bduoieipnl Development
District hetehy atuhotire,the paymont of'art amowa not to exet,,d'THREE HUNDRED
THOUSAND AND NCE 00 DOLLARS(S"300,000A0)to.the(,try of B.yiown 3n acco_rdrniee
with.the aPP-ment.
Seetioa 4:This resolution shall take effect immediately franc:tntl a@er its p usage
by tire Board of Difectors of the Boyto,€t Mrs,cipal Dovelolromo District,
INTRODUCED,READ and l ASSEDby ih ai2irnt=,ttrce vet�%ni the Board of Direetms
of the Baytotr=n eM-iapal Development District;ffii,the;9r'clay of S teaxbcq TOQG.
�'EiAHF'v H DC)hC.ARLOS,President
LORRI COODY,�AssiAiru Secretary
k
l
APPROVED AS'ED FORM:
cCIQ R tt iC SR.c'oiinsei
AGREEMENT FOR FUNDING FOR
THE`VAYNE GRAY SPORTS COMPLEX
IMPROVEMENT PROJECT
STATE OF TEXAS§
§
COUNTY OF HARRIS§
This Agreement for Funding for the Wayne Gray Sports Complex Improvement Project
(the"Agreement")is made as of the day of September,2006,by and between the CITY OF
BAYTOkVN,a municipal corporation located in Harris and Chambers Counties.Texas,(the
"City")and the BAYTOWN MUNICIPAL DEVELONNIENT DISTRICT,created under Chapter
377 of the Texas Local Government Code.as amended,(the"Act")and located in Hams 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 andj'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 complete the
first phase of the Wayne Gray Sports Complex Renovation and Expansion Project,which will
entail the construction of needed improvements,including the mill and overlay of both parking
lots on East Road,the striping of the parking lots,the removal of light poles and fixtures from
the old Field E,drainage improvements between the two complexes,the construction of eight-
foot wide concrete trails,and the grading of two new practice softball fields.
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.
Agreement for Funding for the Wayne Gray EHIBIT A
Sports Complex Improvement Proiect.Page 1
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 THREE
HUNDRED THOUSAND AND NO/100 DOLLARS(5300,000.00).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 from and after September 1.2006,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 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 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.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
Agreement for Funding for the Wayne Gray
Sports Complex improvement Proiect.Page 2
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
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
Rght 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 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)420-6536
Agreement for Funding for the Wayne Gray
Sports Complex lmQrovement Project.Page 3
Citv
City of Baytown
Attn:City.Manager
P.O.Box 424
Baytown,Texas 77522-0424
Far:(281)420-6586
Section 1:5.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 R.iahts 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.
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.
Agreement for Funding for the Wavne Gray
Sports Complex Improvement Proiect.Page 4
IN WITNESS WHEREOF,the parties have made and executed this contract in multiple
copies,each of which shall be an original.
CITY OF BAYTOM,*N BAY'TOWN MUNICIPAL
DEVELOPMENT DISTRICT
GARY 1ACKSON STEPHEN H.DONCARLOS
City i'vIanaer President
ATTEST:ATTEST:
LORRI COODY LORRI COODY"
City Clerk Assistant Secretary
APPROVED AS TO FORINI:APPROVED AS TO FORi,,I:
IGNACIO RA�IIREZ,SR.IGNACIO RAiNvIIREZ,SR.
City Attorney General Counsel
U Kate mFilestCity CounciMunicipal Development District'Contracts 2006\WayneGraySpomComplexlmprovements?rojectlnterlocal.doe
Agreement for Funding for the Wayne Gray
Snorts Complex Improvement Proiect_Page 5