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HomeMy WebLinkAboutOrd. 2001-2498 - City & TIRZ #! agreement with Redev. Auth. as consultants . J. ORDINANCE NO. 2001-02.4'1;' AN ORDINANCE APPROVING AND AUTHORIZING A TRI-PARTY AGREEMENT BETWEEN THE CITY OF LA PORTE, REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, AND THE LA PORTE REDEVELOPMENT AUTHORITY; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: Section 1. The City Council hereby approves and authorizes the contract, agreement, or other undertaking described in the title of this ordinance, in substantially the form as shown in the document which is attached hereto and incorporated herein by this reference. The Mayor is hereby authorized to execute such document and all related documents on behalf of the City of La Porte. The City Secretary is herby authorized to attest to all such signatures and to affix the seal of the City to all such documents. Section 2. The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. Section 3. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. ORDINANCE NO. 00- .. . PASSED AND APPROVED, this tj-HCdayof ~ ,2001. ATTEST: Vjt~~;il~ fW City Secretary APPROVED: d ~W~ Knox W. Askins City Attorney CITY OF LA PORTE BY:~~'--- / orman . alone Mayor .e - .. ... AGREEMENT BY AND BETWEEN THE CITY OF LA PORTE, TEXAS, REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, AND THE tA PORTE REDEVELOPMENT AUTHORITY \ THE STATE OF TEXAS A A KNOW ALL BY THESE PRESENTS: COUNTY OF HARRIS A . TffiS AGREEMENT (this "Agreement"), effective as of .2001, is made by and between the CITY OF LA PORTE, TEXAS, a municipal corporation and a home-rule city.in the State of Texas (the "City"); REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, TEXAS, a reinvestment zone created by the City pursuant to Chapter 311, Texas Tax Code (the "Zone"); and the LA PORTE REDEVELOPMENT AUTHORITY, a nonprofit local government corporation organized and existing under the laws of the State of Texas (the "Authority"). . RECITALS WHEREAS, by Ordinance No. 2000-2457 of the City Council of the City, adopted on December 11. 2000. the City authoriz~d the creation of the Authority to aid, assist and act on behalf of the City in the performance of the City's governmental and proprietary functions with respect to the common good and general welfare of La Porte; and . WHEREAS, by Ordinance No. 99-2325 . the City created the Zone pursuant to Chapter 311, TEXAS TAX CODE (the "TIRZAct") and by Ordinance No. 99-2350, the City expanded the Zone; and WHEREAS, the Board of Directors of the Zone ("Zone Boarr;/') and the City Council of the City each approved and adopted a Project Plan and a Reinvestment Zone Financing Plan for the Zone; and . WHEREAS, the City and the Zone Board have determined that it will be advisable to have the Authority assist the Zone Board and act as consultant to the Zone Board in the implementation of the Project Plan and the Reinvestment Zone Financing Plan and provide the other services set forth in this Agreement, including the construction of improvements and the issuance of its bonds to facilitate the Plan; and . WHEREAS, the City and the Zone desire to contract with the Authority to provide the assistance described in this Agreement during the term of the Zone, and to fmance the efforts of the . Authority using tax increments as provided herein; tri-party agreement TIRZ . .. e ~ WHEREAS, the City may later establish a Public Improvement District(s) to finance the construction of certain other public improvements to serve the Zone pursuant .to Chapter 372, TEXAS LOCAL GOVERNMENT CODE (the "PID Act") and pursuant to an approved Service and Assessment Plan approved by City; and WHEREAS, if a PID is esta~lished within the Zone, the City and the Zone may desire to contract with the Authority to provide the assistance described in this Agreement during the term of the Zone, and to finance the efforts of the Authority using PID assessments as provided herein; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained, the City, the Zone and the Authority agree as follows: I. DEFINITIONS Definitions. The te~s "Agreement," "Authority," "City," ','Zone Board," and "rri-Party Agreement," and "PID Acf' have the meanings set forth in the preamble hereof, and the following capitalized terms shall have the meanings provided bel.ow, unless otherwise defmed or the context clearly requires otherwise. For purposes of this Agreement the words "shall" and "will" are mandatory, and the word "may" is permissive. "Agreemenf' shall mean this Agreement and all attachments hereto, between the City, the Zone and the Authority. "Appraisal Districf' shall mean the Harris County Appraisal District. . "Authority Obligations" shall mean the notes or other contractual obligations that the Authority may incur from time to time with a Developer pursuant to Article III hereof and includes without .limitation Development Agreements. "Bonds" shall mean TIRZ Bonds and/or PID Bonds, as applicable. "Captured Appraised Va/ue" shall mean the total appraised value of property in the Zone as of January 1 of any year less the Tax Increment Base of the Zone, all as defined in the TIRZ Act. "City" is defined in the recitals hereto. . "City Councif' shall mean the City Council of the City. "City Manager" shall mean the city manager of the City, or such person as he or she shall designate. "County" shall mean Harris County, Texas. Housloo:367966.2 2 e e .. -- "Developer" shall mean a person who is developing or redeveloping, or proposes to develop or redev.elop, a TIRZ Project within the Zone and may include natural persons, private entities., public or private not-for-profit corporations, the City, a school district, Harris County, the State of Texas, any other governmental bodies, or any other. kind of person. . "Development Agreement" shall mean an agreement between the Authority and a Developer relating to the development, construction, remodeling, or rehabilitation of a TIRZ Project or a PID Project. "Financing Plan II shall mean the reinvestment zone financing plan. for the Zone as amended from time to time pursuant to the TIRZ Act, as adopted by the Zone Board and approved by the City Council. "Interlocal Agreement" means the Interlocal Agreement between the qty, the Zone and the County approved by with respect to the p~cipation of the County in the Zone, as such may be amended from time to time. . "P ID II shall mean a Public Improvement District(s) established by the City within the Zone and for which the City and Zone contract with the Authority to provide the assistance described in this Agreement. "P ID Assessments" shall mean the assessments levied by the City in connection with a PID Plan. "PID Bonds". shall mean ~e bonds of the Authority payable from a pledge of a PID Assessment Revenue Fund. "PID Plan" shall mean the Service and Assessment Plan ofa PIn. "P ID Project' shall mean any project for which PID Assessments can be used pursuant to a PID Plan. "P ID Revenue Fund" shall mean the subaccount of the Revenue Fund into which the PID Assessments are deposited by the City. "Plans II shall mean the TIRZ Plan and a PIO Plan approved by City. "Project Cost" shall mean those costs of public works and improvements and other costs for which payment can be made pursuant to the TIRZ Act that are identified in the TIRZ Plan. HoUSIOn:367966.2 3 e e .. - "Project Plan" shall mean the project plan for the Zone as it may be amended from time to time pursuant to the terms of the TIRZ Act, as adopted by the Zone Board and approved by the City Council. "Projects" shall mean the TIRZ Projects and the PID Projects. "Revenue Fund' shall mean the fund established by the Autherity comprised of the TIRZ Revenue Fund and any PID Assessment Revenue Fund subaccounts. "School District" shall mean the La Porte Independent School District. "School District ~ducational Facilities Costs" means the money to be paid annually to the School District for educational facilities project costs purs~t to the Interlocal Agreement. "Special District Improvement Fund' shall mean the Special District Improvement Fund created by the City for the PIP including any subaccount therem in~o which all PID Assessments shaH be deposited by the City. . "Tax Increment" shall mean the amount of property taxes collected each year by each Taxing Unit participating in the Zone (to the extent of their participation) on the Captured Appraised Value. "Tax Increment Base" shall mean the tot81 appraised value of all real property taxable by the City and located in the Zone as of January I, 1999, the year in which the Zone was effective and designated as a reinvestment zone, plus the total appraisal of all real property taxable by the City and the o~her Taxing Units participating in the Zone and annexed to the Zone determined as of January I of the year in which any future area is annexed to the Zone. "Tax Increment Fund' shall mean the Tax Increment Fund created by the City for the Zone including any subaccount therein into which all Tax Increments shall be deposited by the City. "Taxing Unit" shall mean the County, the School District, and any other TaXing Unit that participates in the TIRZ. "TIRZ Act" is defined in the recitals hereto. "TIRZ Bonds" shall mean the bonds of the Authority. payable from a pledge of the TIRZ Revenue Fund. "TIRZ Pla.n" shall mean the Project Plan and the Financing Plan. . "TIRZ Project" shall mean any project for which moneys in the Tax Increment Fund can be used pursuant to the TIRZ Act and which has been approved in the Project Plan and the Financing Plan. HoIlStOa:367966.2 4 e e .' - "TIRZ Revenue Fund' shall mean the subaccount of the Revenue Fund into which the Tax Increments are deposited by the City for the use of the Authority hereunder. "Zone" is defmed in the recitals hereto, and includes any area added to the boundaries of the Zone. . II. SCOPE OF SERVICES BY AUTHORITY To the extent of available funds and subject to the limitations of tills Agreement, the services that the Authority may furnish consist of,. among other things, the following: . A. Management and Administrative Services and Consultants. The Authority will provide management and administrative services for the Zone and the PID. The services without limitation may include the following: . 1. Provide the staff and administrative services that are necessary to manage the Zone and the PID and provide or supervise the services and the Projects; 2. Provide management, fmancial and program monitoring systems for the administration of the Zone. and the PID; 3. Provide any required reports to the City and the Zone concerning the administration of the Zone; 4. Subject to the terms of this Agreement, recruit, hire, pay and supervise the consultants and any work force that the Authority will utilize to furnish services required for the development or redevelopment of the Zone; 5. Provide staff to participate in meetings concerning the administration of the Zone and the PID in all its capacities, including the services to the Zone Board when managing the Zone; 6. Provide liaison and coordination between the Zone, the City, the County, the School District, other Taxing Units, property owners, and other persons and groups interested in the redevelopment activities of the Zone and the PID; 7. Supervise and monitor the.performance of consultantS and subcontractors who are employed by the Authority; Houstoo:367966.2 5 e e .' ... . 8. Assist in briefing Developers, property owners and other persons concerning proposed activities and developments that would complement public and private development activities in the Zone; 9. Function as the information/complaint center for all matters relating to the administration of the Zone and advise the Zone Board and the City in a timely manner of any problems concerning the Zone and the Pill; and 10. Provide engineering, planning, legal, financial, real estate, and other services through consultants engaged by the Authority as may be requested by the Zone Board or the City. B. Services With Respect to the Plans and Enlargement of the Zone. 1. Act as consultant to the Zone in the implementation and amendment of the Plans in accordance with applicable law. 2. The Authority will review areas for addition to the Zone.~ requested by the Zone Board and will provide information with respect to any proposed enlargement that may be required by the Zone Board including, if requested, the information required for a preliminary Project Plan and a preliminary Financing Plan with respect to the enlargement of the Zone. C. Tax and Assessment Rolls. 1. Assist the Zone Board and the City with respect to the preparation of special tax rolls relating to the Zone. The Authority will analyze property uses in the Zone, compare them to the records of the Appraisal District, and attempt to reconcile the tax rolls of the Appraisal District with the actual land uses. 2. Assist the City in securing a tax roll for the Zone each year, and assist the Zone Board, the City, and the Appraisal District in having the Zone tax rolls correctly reflect the total appraised value of real property in the Zone for that year and showing separately the Tax Increment Base and the Captured Appraised Value. The Authority. will assist the Zone Board and the City in advising all Taxing Units participating in the Zone with respect to the Captured Appraised Value and the amount of Tax Increment of each Taxing Unit which is to be paid into the Tax Increment Fund as required by the TIRZ A~t. 3. Assist the City in preparing the Pill Assessment rolls, noticing and conducting hearings, and collecting the Pill Assessments. HOUSlOn:367966.2 6 . e .' - D. Construction ofProiects. The Authority may construct infrastructure, buy equipment and supplies, and deal in real estate as necessary to implement the Plans and as permitted by the TIRZ Act and the PID Act: 1. To the extent funds are available, the Authority may design and construct Projects identified in the Plans that meet the qualifications of the TIRZ Act and the Pill Act as applicable; and 2. To the extent funds are available, the Authority may buy, sell, lease and otherwise deal in real estate within the Zone. E. Subcontractors. The Authority may provide the services required by this Agreement through staff, subcontractors, and/or ~onsultants subject to the conditions of this Agreement. Ill. . OBLIGATIONS OF THE AUTHORITY A. General Statement. The Authority has the authority to enter into Authority Obligations with Developers and enter into contracts with consultants and others to be paid from moneys to be paid by the City and the Zone to the Authority from Tax Increments and Pill Assessments pursuant to this Agreement, and further, the Authority may issue Bonds with the consent of the City Council; provided that nothing in this Agreement shall be construed to authorize the Authority to expend any of the Tax Increment funds received pursuant to this Agreement for any costs other than Project Costs or expand PID Assessments for any cost other than costs authorized under the PID Plan. B. Power to Incur Authority Oblieations. Subject to the provisions of this Article, the Authority shall have the power from time to time to issue and incur Authority Obligations and enter into contrac.ts with consultants upon such terms and conditions as the Authority Bo~d and the Zone Board shall determine to be necessary or desirable to implement the Plans. The Authority Obligations may be in the form of a Development Agreement with the Developer of a Development who agrees to construct, improvements or other facilities included in the Plans in exchange for the obligation of the Authority to repay the Developer for such costs from future payments made by the City and the Zone to the Authority pursuant to this Agreement. All Development Agreements shall. specify which Plan pursuant to which it is entered, and shall provide that (i) the Authority will not reimburse any Developer for any Project that is determined to be an ineligible Project Cost under the TIRZ Act, or an ineligible PID Project under the PID Act, as applicable; and (ii) the Developer shall repay the Authority for any payment made by the Authority to the Developer that is determined to be ineligible. Houston:367966.2 7 e e e. - . C. Approval of Bonds and Other Obligations. The Authority may issue Bonds secured by payments made pursuant to this Agreement with the approval of City Council. D. Use of Tax Increments. Amounts deposited in the TIRZ Revenue Fund shall be applied in the following order of priority (i) amounts pledged or required for the payment of outstanding Bonds secured by the TIRZ Revenue Fund, including Bonds in the process of issuance and refunding Bonds, (ii) administrative costs of the Zone and the Authority relating to the Zone, and (Hi) payments. of other Authority Obligations relating to the Zone. E. Use ofPID Assessments. Amounts deposited in the PID Revenue Fund shall be applied in the following order of priority (i) amounts pledged or required for the payment of outstanding Bonds secured by the PID Revenue Fund, including Bonds in the process of issuance and refunding Bonds, (ii) administrative costs of the Authority relating to the PID, and (iii) payments of other Authority Obligations relating to the PID. . , F. Pledlle of Revenue Fund. The Authority and the Zone Board may pledge and assign ~ll or a part ~fthe Revenue Fund under this Agreement to: 1. with respect to the TIRZ Revenue Fund, the owners and holders of TIRZ Bonds, and DevelopersIBuilders pursuant to a Development Agreement for TIRZ Improvements. 2. with respect to the PID Revenue Fund, the o~ers and holders of Pill Bonds, . and DevelopersIBuilders pursuant to a Development Agreement for PID Improvements. The City consents to any assignment and pledge consistent with this Agreement. The terms and conditions of the instruments assigning or pledging the proceeds to be received by the Authority pursuant to this Agreement must be approved by the City Manager. IV. DUTIES AND RESPONSIBILITIES OF THE CITY AND THE ZONE A. Tax Increment Fund. The City has established and will maintain a separate Tax Increment Fund, including subaccounts if necessary, in the City treasury into which Tax Increments shall be deposited. During the term of this Agreement, Tax Increments shall be paid to the Authority from the Tax Increment Fund as herein provided. B. Special District Imt>rovement Fund. The City will establish and maintain a separate fund Special District Improvement Fund, including subaccounts if necessary, in the City treasury into which PID Assessments shall be deposited. During the term of this Agreement, PID Asses$ments shall be paid to the Authority from the Special District Improvement Fund as herei~ provided. Houstoa:J67966.2 8 e e - C. Limitation of Source of Payment. The City and the Zone shall have no financial obligation to the Authority other than as provided in this Agreement or in other agreements between the City, the Zone and the Authority. The obligation of the City and the Zone to the Authority under this Agreement is limited to the Tax Increments and Pill Assessments that are collected by the City. This Agreement shall create no obligation on the City or the Zone that is payable from taxes or other moneys of the City other than the Tax Increments and PID Assessments that are collected by the City. The obligation of the City and the Zone to the Authority under this Agreement shall be subject to the rights of any of the holders of Bonds or other obligations that have heretofore or are hereafter issued by the City, the County, and any other Taxing Units that are payable from or secured by a general levy ofad valorem taxes throughout the taxing j urisdiction of the City, the County, and the other Taxing Units. D. Collection and Payment of Tax Increments by the City and the Zone. In consideration of the services and TIRZ Projects to be provided by the Authority, the City and the Zone covenant and agree that they will, as authorized under the TIRZ Act and other applicable laws, continuously collect the Tax Increments from the Taxing Units whose participatioJl in the Zone is reflected in the TIRZ Plan during the term of this Agreement in the manner and to the maximum extent pennitted by applicable law. To the extent the City and the Zone may legally do so, the City and the Zone also covenant and agree that they will not permit a reduction in the Tax Increments paid by the Taxing Units except to the extent provided in the agreement with the Taxing Unit executed at the time the Taxing Unit agrees to participate in the Zone. In addition, the City covenants and agrees that it will not dissolve the Authority unless the provisions of Article. XVllI, Paragraph C, are met and that any repeal of the right and power to collect the Tax Increments will not be effective until all the TIRZ Bonds or other TIRZ-related Authority Obligations have been paid in full or until they are legally defeased. The City and the Zone further covenant and agree that they will make all payments as set . forth in Article V below, by a direct deposit into the TIRZ Revenue Fund, without counterclaim or offset, but minus any expenses incurred by the City in connection with the collection of the Tax Increments and minus any amount retained pursuant to the provisions set forth in Article V below. E. Collection and Payment of PID Assessments by the City. In consideration of the services and Pill Projects to be provided by the Authority, the City covenants and agrees that it will, as authorized under the PID Act and other. applicable laws, continuously collect the PID Assessments as reflected in the Pill Plan during the term of this Agreement in the manner and to the maximum extent permitted by applicable law. In addition, the City covenan~s and agrees that it will not dissolve the Authority and that any repeal of the right and power to collect the PID Assessments will not be effective until all the PID Bonds or other Pill-related Authority Obligations have been paid in full or until they are legally def~ased. The City further covenantS and agrees that it will make all payments as set forth in Article.v below, by a direct deposit into the PID Revenue Fund, without counterclaim or offset, but minus any expenses incUrred by the City in connection with the collection of the PID Assessments, and minus any amount retained pursuant to the provisions set forth in Article V below. HoUSlOa:J67966.2 9 e e - F. Oblieations ofCitv and the Zone to be Absolute. The obligation of the City and the Zone to make the payments set forth in this Agreement shall be absolute and unconditional, and until such time as this Agreement, Bonds, and the contractual obligations of the Authority incurred pursuant to this Agreement have been fully paid or provision for payment thereof shall have been made in accordance with their terms (or, with respect to the Tax Increments, the date of expiration of the Zone, if earlier), the City and the Zone will not suspend or discontinue any payments provided for in this Agreement and will not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the failure of the Authority to perform and observe any agreement, whether express or implied, or any duty, liability, or obligation arising out of or connected with this Agreement except as pr~vided in Article XVII. Nothing contained in this section shall be construed to release the Authority from performance of any of the agreements on its part contained in this Agreement, and in the event the Authority shall fail to perform any such agreement on its part, the City may institute such action against the Authority as the City may deem necessary to compel performance so long as this action does not abrogate the obligations of the City and the Zone to make the payments set forth in this Agreement to pay the Bonds of the Authority or to meet its Authority Obligations to Developers. v. CITY PAYMENT TO AUTHORITY A. TIRZ Payments. The City, on behalf of itself and the Zone, will pay the Authority, not later than the fifth business day of each calendar quarter during the term of this Agreement, all monies then available in the Tax Increment Fund, subject to the retention by the City of (i) an amount equal to the City's direct administrative costs connected wIth the Zone and the TIRZ Plan, not to exceed five percent of the amount available in the Tax Increment Fund; and (ii) the School District Educational Facilities Costs, if applicable. The Authority shall deposit the payments received pursuant to this Section into the TIRZ Revenue Fund. and use the monies in the TIRZ Revenue Fund for payment of its TIRZ-related costs, its obligations to the holders of its TIRZ Bonds, its obligations to Developers pursuant to a TIRZ Development Agreement, or its other contractual obligations. The obligation to make these payments shall survive a tennination of this Agreement as provi4ed by Article XVII hereof. . . B. PID PaYments. The City will pay the Authority, not later than the first business day of each calendar quarter during the term of this Agreement, all monies then available in the Special District Improvement Fund, subject to the retention by the City of an amount equal to the City's direct administrative costs connected with the PID and the PID Plan,. not to exceed five percent of the amount available in the Special District Improvement Fund. The Authority shall deposit the payments received pursuant to this Section into the PID Revenue Fund and use the monies in the PID Revenue Fund for payment of its PID-related costs, its obligations to the holders of its PID Bonds, its . obligations to Developers pursuant to a PID Development Agreement, or its other contractual obligations. The obligation to make these payments shall survive a tennination of this Agreement as provided by Article XVII hereof. . Houston:367966.2 10 e e - VI. ACCOUNTING AND AUDITS A. Accounts. records. and accountine reports. The Authority will maintain books of records and accounts in which full, true, and proper entries will be made on all dealings, transactions, business, and matters that in any way affect or pertain to the operation of the Zone and the PID, and the allocation and application offunds provided hereunder. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. The Authority shall provide free access to the books and records at all times to the City and the Zone or their representatives and shall permit them to examine and audit the same and make copies thereof. The Authority shall further allow the City and the Zone and their representatives to make inspections of all work data, documents, proceedings, and activities related to this Agreement. Such right of access and audit shall continue for a period of three years from the date of final payment under this Agreement. The Authority will operate on the basis of the same fiscal year as the City. . , B. Audit. At the end of each fiscal year (beginriing with the fiscal year or fraction thereof during which this Agreement is executed), the Authority will have an audit prepared by an independent Certified Public Accountant for that fiscal year that shall be submitted to the Authority, the Zone and the City within 120 days after the end of the fiscal year. The Authority shall furnish copies of the audit to the City Manager and the Zone Board. C. Authority DeDositOlY. Any moneys received from investing and. reinvesting the moneys paid by the City and the Zone to the Authority shall remain in the PID Revenue Fund and the TIRZ Revenue Fund, as applicable, until used by the Authority for one of the purposes permitted by this Agreement, and may be commingled with other moneys of the Authority; provided that these funds shall be accounted for separately. Such funds shall be invested and reinvested by the Authority only in investments that would be eligible for investment by the City pursuant to the provisions of the Public Funds Investment Act (Chapter 2256, Texas Government Code). Such .funds will be secured by the depository bank in the same manner as City funds are required to be secured at the City depository and in accordance with applicable law and City procedures. VII. OPERATING POLICIES By execution of this Agreement, the Authority agrees to operate under the City's financial, accounting, and procurement policies. If State law affords the Authority more flexibility or options in these areas, the Authority shall require City Council's approval to deviate from the City's policies. Except where City Council approval is required, the Authority shall not enter into any agreements, contracts, or obligations without the City Manager's approval. 8011I100:367966.2 11 e e VIn. RIGHT OF OWNERSmP All property and improvements purchased by the Authority shall be the property of the Authority and shall be maintained by the Authority throughout the term of this Agreement and the Authority may lease, sell or otherwise dispose of such property upon such terms and conditions as the Authority deems desirable; provided that, if any TIRZ Project or PID Project is integrated in and used as part of the City's infrastructure, it shall be conveyed to the City at the time of such integration, at the City's discretion. Upon tennination of this Agreement, title to all Authority property shall immediately vest in the City without the need for further action on the part of the City. IX. PERSONAL LIABILITY OF PUBLIC OFFICIALS To the extent permitted by State law, no director of the Authority, nor any employee or agent of the Authority, no director of the Zone, nor any employee or agent of the Zone, and no employee of the City, nor any agent of the City, shall be personally responsible for any liability arising under or growing out of the Agreement, or operations of the Authority under the terms of this Agreement. x. CITY AND ZONE NOT LIABLE FOR DELAY It is expressly agreed that in no event shall the City or the Zone be liable or responsible to the Authority or any other person for or on account of, any stoppage or delay in the work herein provided for by injunction or other legal or equitable proceedings, or from or by or on account of any delay for any cause over which the City or the Zone has no control. XI. INDEMNITY AND RELEASE A. Indemnity for personal iniuries. The authority covenants and agrees to, and does hereby, defend, indemnify and hold the city, the zone, and their officers, directors, arid employees (the "indemnified persons"), harmless from all claims, causes of action, liabilities, fmes, and expenses (including, without limitation, attorneys' fees, court costs and interest) for injury, death, damage or loss injuries, including death, to persons or property sustained in connection. with or incidental to any performance under this agreement, including, without limitation, those caused by: 1. The authority's and/or its agents', employees' , officers', directors', contractors', or .subcontractors' (collectively in lettered paragraphs 1-3, "authority's") actual or alleged negligence or intentional acts or omissions; Houston:367966.2 12 e e ... - 2. The indemnified persons' and/or the authority's actual or alleged concurrent negligence, whether the authority is immune' from liability or not; and 3. The indemnified persons' .and/or the authority's actual or alleged strict products liability or strict statutory liability, whether the authority is immune from liability or not. The authority shall defend, indemnify, and hold the indemnified persons hannless during the term of this agreement and for four years after the agreement terminates. The authority's indemnification is limited to $3,000,000 per occurrence. The authority shall not indemnify the indemnified persons for the indemnified persons' sole negligence. B. Indemnity to city orooertv. Authority shall likewise indemnify and hold hannless the city for any and all injury or damage to city property arising out of or in connection with any and all acts or omission (or alleged acts or omission) of authority, its officers, agents, employees, contractors, subcontractors, licensees, or invitees. C. Release. The authority agrees to and shall release the indemirlfied persons from all liability for injury, death, damage, or loss to persons or property sustained in connection with or incidental to performance under this agreement, even if the injury, death, damage, or loss is caused by the indemnified perSons' sole or concurrent negligence. D. Defense of Claims. 1. Assumption of Defense. The Authority is defined as a "Covered Party" under the Errors and Omissions Liability Coverage Policy of the City of La Porte. As such, the Authority agrees with the City of La Porte to immediately notify the City (and the City's insurance carrier) in the event of any claims that are or may be reasonably asserted under said policy. The Authority agrees to cooperate fully with the City and its insurance carrier in defense of any claim asserted against the Authori~ (or City, if within the scope of the Authority's duty to indemnify City and the other indemnified parties, as defined in this Agreement) in the event the City's liability insurance carrier provides coverage and a defense of any claim subject to the indemnity provisions of this agreement. In the event the City's liability insurance carrier denies coverage of any claim subject to the indemnity provisions of this agreement, then the Authority may elect to defend said claim at its own expense with counsel chosen by it that is reasonably satisfactory to the Indemnifi~d Persons. The Authority shall then control the defense and any negotiations to settle the claim. Within 10 days after rec~iving written notice of the indemnification request, the Authority must advise the Indemnified Persons as to whether or not it will defend the claim. If the Authority does not then assume the defense, the Indemnified Persons shall assume and control the defense, and all defense expenses constitute an indemnification loss. 2. Continued Particioation. Subject to the foregoing paragraph, if the Authority (after denial of insurance defense coverage) elects to defend the claim, the Indemnified Persons may retain separate counsel at their own expense to participate in (but not control) the defense and to participate HoIIStCIII:367966.2 13 e . e - in (but not control) any settlement negotiations. Subject to the foregoing paragraph, the Authority may settle the claim without the consent or agreement of the Indemnified Persons, unless the settlement (i) would result in injunctive relief or other equitable remedies or otherwise require the Indemnified Persons to comply with restrictions or limitations that adversely affect the Indemnified Persons; (ii) would require the Indemnified Persons to pay amounts that the Authority does not fund in full; or (iii) would not result in the Indemnified Persons' full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement. XII. INDEPENDENT CONTRACTOR It is expressly understood and agreed that the Authority shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the City or the Zone; that except as herein provided, the Authority shall have exclusive control of and the exclusive right to control. the details of the services and work .performed hereunder, and all persons performing the same; and shall be solely responsibie for the acts arid omissions of its officers, agents, employees, contractors, and subcontractors; that the doctrine of respondent superior shall not apply as between the City or the Zone and the Authority, its officers, agents, employees, contractors, and subcontractors; and that nothing herein shall be eonstrued as creating a partnership or joint enterprise between the City or the Zone and the Authprity. No person performing any of the work and services described hereunder shall be considered an officer, agent, servant, or employee of the City or the Zone. XIII. INSURANCE The Authority is listed as a "Covered Party" under the City of La Porte's Errors and Omissions Liability Coverage. The Liability Declarations of C~)Verage is attached to this Agreement as Exhibit "A". In addition to the foregoing, the Authority (as it deems prudent) may obtain and maintain additional insurance coverage continuously during the term of this Agreement, and the Authority shall contract with each contractor engaged by it hereunder to maintain (and cause each of its subcontractors to maintain) insurance coverage during the term of its contract, naming the Authority and the City of La Porte, its officers and employees, as additional named insured, and further providing the City of La Porte (and other indemnified parties) at least 30 days prior notice of cancellation of any policy required herein. HouaIOD:367966.2 14 e e . - XIV. ADDRESS AND NOTICE Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the receiving party at the following addresses: La Porte Redevelopment Authority John Joems, Assistant City Manager P.O. Box 1115 La Porte, Texas 77572-1115 Attn: President, Board of Directors . Reinvestment Zone Number One John Joems, Assistant City Manager P.O. Box 1115 La Porte, Texas 77572-1115 Attn: Chairperson, Board of Directors City of La Porte John Joems, Assistant City Manager P.O. Box 1115 La Porte, Texas 77572-1115 Attention: City Manager Each party may change its address by written notice in accordance with this section. Any communication addressed and mailed in accordance with this section shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, the Authority, the Zone, or the City, as the case may be. xv. APPLICABLE LAWS This Agreement is made subject to the Constitution and laws of the State of Texas and the Charter of the City. All actions or proceedings arising directly, indirectly or otherwise in connection .with, out of, or related to, or from this Agreement shall be litigated only in courts whose situs is in Houston, Harris County, Texas (U.S.A.). Each party hereto consents and submits to the jurisdiction. of Courts in Houston, Harris County, Texas. HoUSIOn:i67966.2 15 e e - XVI. CAPTIONS The captions at the beginning of the Articles of this Agreement are guides and labels to assist in locating and reading such Articles and, therefore, will be given no effect in construing this Agreement and shall not be restrictive of the subject matter of any article, section, or part of this Agreement. XVII. SUCCESSORS AND ASSIGNS This Agreement shall bind and benefit the respective parties and their legal successors, and shall not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of the other party. Nothing herein shall be construed as creating any personal liability on the part of any officer or agency of the City, of the Zone or of the Authority. XVIII. TERM AND TERMINATION, DISSOLUTION OF AUTHORITY A. In lleneral. This Agreement shall become effective, and its initial term shall begin, on the date first set forth above, and end upon the later of (i) the date of completion of the Plans, or (ii) the date on which all Authority Obligations and Authority Bonds have been retired. B. Termination for cause. A party may terminate its pe~ormance under this Agreement 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 duties under this Agreement as of the 90th day following the . receipt by the defaulting party of a notice describing such default and intended termination, provided: (i) such termination shall be ineffective if within said 90-day period the defaulting party cures the default, or (ii) such termination may be stayed, at the sole option of the party against whom the default has occurred, pending cure of the default. No termination of this Agreement will affect the obligation of the City and the Zone to pay an amount that will permit the Authority to pay its Bonds or Authority Obligations issued or incurred pursuant to and consistent with this Agreement prior to termination. C. Dissolution of Authority. The City agrees not to dissolve the Authority or the Zone unless it.makes satisfactory arrangements to provide for the payments of the Authority's Bonds, or other Authority Obligations incurred prior to the Authority's dissolution. Houslon:J67966.2 16 .' e . - XIX. AMENDMENT OR MODIFICATIONS Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment, or modification only by the mutual written consent of the parties hereto. [Execution pages follow.] Hou.sIOa:367966.2 17 . e . - IN TESTIMONY OF wmCH this instrument has been executed on behalf of the Authority, the Zone and the City effective as of the date first above written. CITY OF LA PORTE 4;~L-- ayor ATTEST/SEAL: LAPORTE REDEVELOPMENT AUTHORITY ~-p~ President, Board of Directors Secr< oard of Directors REINVESTMENT ZONE NUMBER ONE, CRY .OF ,!:A PORTE, TEXAS ~?~ Chairperson, Board of Directors Sec , Board of Directors HoUSlOn:367966.2 18