MDD Resolution No. 119 RESOLUTION NO. It 9
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO
EXECUTE AN INTERLOCAL AGREEMENT WITH THE CITY OF BAYTOWN FOR
FUNDING OF IMPROVEMENTS AT THE WAYNE GRAY SPORTS COMPLEX;
AUTHORIZING PAYMENT OF A SUM NOT TO EXCEED ONE HUNDRED
TWENTY-FIVE THOUSAND NO/100 DOLLARS ($125,000.00); MAKING OTHER
PROVISIONS RELATED THERETO; 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 and/or the construction 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. 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 President to execute an Interlocal Agreement with the City of Baytown for funding
of improvements at the Wayne Gray Sports Complex. A copy of said agreement is attached hereto as
Exhibit"A," and incorporated herein 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 ONE HUNDRED TWENTY-FIVE
THOUSAND NO/100 DOLLARS ($125,000.00) to the City of Baytown in accordance with the
agreement referenced in Section 2 hereof.
Section 4: This resolution shall take effect immediat y from and after its passage by the
Board of Directors of the Baytown Municipal Development Distric
INTRODUCED, READ and PASSED by the affirmativ v to of the Board of Directors of the
Baytown Municipal Development District,this the 2nd day of O ober, 2008.
fEPHEN H. DONCARLOS
AT ST: $0 TO
'KA IE LDARALL, Assistant Secretary ca c'
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., a eral Counsel
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AGREEMENT FOR FUNDING OF IMPROVEMENTS AT THE
WAYNE GRAY SPORTS COMPLEX
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement for Funding of Improvements at the Wayne Gray Sports Complex (the
"Agreement") is made as of the day of October,2008, 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 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 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 perform or cause to be
performed the various improvements at the Wayne Gray Sports Complex, including, but not limited to,
the following:
a. parking lot lighting on the East Road side of the Wayne Gray Sports Complex,
➢ This portion of the Project will include
➢ the relocation of the Field G poles and lights to light the east side large
parking areas;
➢ the placement of three poles with lights in the area between the parking
lots and East Road; and
➢ the placement of one pole by the north parking lot on the East Road side.
b. Replacement of approximately 500 feet of asphalt trail with 8-foot wide concrete
trail.
(the"Project")
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 Fundingo f Improvements
at the Wayne Gray Sports Complex, Page 1 Ela78 ff A
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 ONE HUNDRED
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00). 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 upon execution by the City Manager, and shall expire thirty
(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"' 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,except for those referenced in Section 9 hereinbelow. This Agreement shall not
be subject to termination for convenience.
Section S. 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 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.
Agreement for Funding of Improvements
at the Wayne Gray Sports Complex,Page 2
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 5 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 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
Ci1Y
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.
Agreement for Funding of Improvements
at the Waynev Sports Complex,Page 3
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.
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 MUNICIPAL
DEVELOPMENT DISTRICT
GARRISON C. BRUMBACK STEPHEN H. DONCARLOS
City Manager President
ATTEST: ATTEST:
KAYTHIE DARNELL KAYTHIE DARNELL
City Clerk Assistant Secretary
APPROVED AS TO FORM: APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR. IGNACIO RAMIREZ, SR.
City Attorney General Counsel
\\cobsrvl\Legal\Karen\Files\City Council\Municipal Development DislriwContracts 20081Agrcement4WayneGraySportsComplexlmprovements.doc
Agreement for Funding of Improvements
at the Wayne Gray Sports Complex, Page 4
AGREEMENT FOR FUNDING OF IMPACT FEES FOR THE
LEE COLLEGE DISTRICT'S MCNAIR CAREER CENTER
STATE OF TEXAS §
COUNTY OF HARRIS §
This Agreement for Funding of the Impact Fees for the Lee College District's McNair Career
Center (the "Agreement") is made as of the day of , 2008, by and
between the LEE COLLEGE DISTRICT, a junior college district servicing portions of Harris and
Chambers Counties, Texas, (the "College") 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 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. Representations and Warranties of College.
a) The College represents that it is engaged in the on-going effort to provide a performing
arts center for use of the College and the community as a center of cultural and artistic
activities and a forum for the exchange of ideas within the boundaries of the District and
the surrounding communities.
b) The College represents and warrants that its property located at 711 W. Texas Avenue
shall be used for the purposes described in subsection (a) of this section and that the site
is suitable for use as an entertainment venue, which may include an auditorium, concert
hall, and/or exhibition facilities, as well as related store, restaurant, concession, and
automobile parking facilities.
c) As partial consideration for the funds to be provided by the District herein, the College
covenants that it will allow the District as well as the City of Baytown to use its parking
facilities, including, but not limited to, those located near or to adjacent Bicentennial Park
and/or the Sterling Municipal Library for events sponsored by the District and/or the City
of Baytown and/or for overflow parking for the library. This section shall survive the
expiration or termination of this Agreement.
Section 3. Description of Program.
The College agrees to construct and operate a performing arts center to be located at 711 W.
Texas Avenue, Baytown, Harris County, Texas, which shall be for use of the College and the community
as a center of cultural and artistic activities and a forum for the exchange of ideas within the boundaries of
the District and the surrounding communities.
Agreement for Funding of Impact Fees for the
Lee College District's McNair Career Center Page 1
Section 4. Approvals.
The District understands, hereby directs and authorizes the College to make any Project
clarifications and/or modifications as may be necessary as determined by the College 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 College in furtherance of this
Agreement, the District shall tender funds to the City of Baytown for and on behalf of the College in an
amount not to exceed THIRTY-FIVE THOUSAND EIGHT HUNDRED NINETY-FIVE AND 36/100
DOLLARS ($35,895.36). All payments required to be made herein shall be payable on or before 30 days
after the effective date of this Agreement.
Section 6. Term.
This Agreement shall be effective upon execution by the District's Manager, and, with the
exception of Section 2 hereof, shall expire thirty(30)days after final completion,acceptance, and opening
of the performing arts center by the College, 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, except for those referenced in Sections 2 and 10 herein. 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
College, the College hereby agrees to refund all unexpended, unappropriated monies previously paid by
the District to the College pursuant to this Agreement. If at the time of termination the District owes the
College monies, the District shall remit to the College the appropriate amount computed as of the
effective date of the termination.
Agreement for Funding of Impact Fees for the
Lee College District's McNair Career Center Page 2
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 6 hereof on or before the
effective date of the termination.
Section 10. Parties in Interest.
This contract shall bind and benefit the College 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 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
College
Lee College District.
Attn: Assistant to the President/Secretary to the Board
Dionne Maxie
P.O. Box 818
Baytown, TX 77522-0818
Fax: (281)425-6555
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.
Agreement for Funding of Impact Fees for the
Lee College District's McNair Career Center Page 3
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 College 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.
LEE COLLEGE DISTRICT: ATTEST:
Signature Signature
Printed Name Printed Name
Title Title
BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT: ATTEST:
STEPHEN H. DONCARLOS KAYTHIE DARNELL
President Assistant Secretary
R:tKarenTileslCity Council\Municipal Development Distric0contracts 2008\I.eeCollegePerformingArtsCenierlmpactFeesRevisedClean.doc
Agreement for Fundingof f Impact Fees for the
Lee College District's McNair Career Center Page 4