MDD Resolution No. 141 RESOLUTION NO.141
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO
EXECUTE AN INTERLOCAL AGREEMENT WITH I THE CITY OF BAYTOWN I.OR
FUNDING FOR A RESTAURANT DEVELOPMENT PROJECT;AUTHORIZING
PAYMENT OF AN AMOUNT NOT TO EXCEED FORTY THOUSAND AND NO/100
DOLLARS($40.000.00):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 satisfy the purposes for which the fiends can be
expended pursuant to Chapter 377 of the Texas Local Government Code and/or Section 3888.102 of the
Special District Local Laws 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
for a restaurant development project.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 FORTY THOUSAND AND NO/100
DOLLARS(S40.000.00)to the City of Baytown in accordance with the agreement referenced in Section
2 hereof.
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 vo of the Board of Directors of the
Baytown Municipal Development District,this the 7`h day ofJanuar,010.
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AGREEMENT FOR FUNDING OF
A RESTAURANT DEVELOPMENT PROJECT
STATE OF TEXAS§
COUNTY OF HARRIS§
This Agreement for Funding of a Restaurant Development Project(the"Agreement")for
payment of certain fees for a new restaurant business is made by and between the CITY OF BAYTO N.
a municipal corporation located in Harris and Chambers Counties.Texas.(the`City")and the
BAYTOWN vIUNiCIPAL 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,will endeavor to enter into a
Chapter 380 Agreement with a developer to attract a national restaurant to a site on Garth Road that has
remained undeveloped due to the unique and costly challenges posed by the site.This proposed Chapter
380 Agreement will reimburse up to FORTY THOUSAND AND NO/100 DOLLARS($40.000.00)for
water and wastewater impact fees and building permit and inspection fees for this construction.The
Chapter 380 Agreement will also establish time lines for construction and occupancy and set benchmarks
regarding the minimum taxable value of the developed property and the minimum number of jobs created
as requirements to receive the funding.
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 FORTY TI IOUSAND
AND NO/100 DOLLARS($40,000.00).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.
Agreement for Funding of a Restaurant Development Project.Page i
Section 6.Term.
This Agreement shall be effective upon signature of 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 pam,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 play
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 8.Force Majeure.
Any prevention.delay,nonperformance,or stoppage due to ally 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.
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 of 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.
Agreement for Funding of 2 Restaurant Development Project,Page 2
Section 12.Compliance-vvith 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 perlormable 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
C iLY
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
vyriting signed by all the parties hereto.
Agreement for Funding of a Restaurant Development Project,Page 3
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 and effective on the day of January,2010,the date of execution
by the City Manager.
CITY OF BAYTOWN 13AYTOWN MUNICIPAL
DEVELOPMENT DISTRICT
GARRISON C.BRUMBACK STEPHEN Fl,DONCARLOS
City Manager President
ATTEST:ATTEST:
LETICIA GARZA LETICIA GARZA
City Clerk Assistant Secretary
APPROVED AS TO FORM:APPROVED AS TO FORM:
IGNACIO RAMIREZ.SR.IGNACIO RAMIREZ.SR.
City Attorney General Counsel
R:lKarcn\Files\City Councill.Municipal Doclopment DistncYContracts 2010`.RestattrantDc clopmentContract.doc
Agreement for Fundins of a Restaurant Development Project.Page 4