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HomeMy WebLinkAboutRes 2012-09-06 Project Agreement with CDC.pdfCITY OF ANNA, TEXAS RESOLUTION NO. 2012-09-06 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS AUTHORIZING AND APPROVING A PROJECT AGREEMENT WITH THE ANNA COMMUNITY DEVELOPMENT CORPORATIONS WHEREAS, the City of Anna intends to allow and approve a project agreement with the Anna Community Development Corporation ("CDC'); WHEREAS, the City Council of the City of Anna has determined that the project agreement with the CDC is necessary for the disbursement of funds for and management of park projects; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Authority to Execute Project Agreement The City Council of the City of Anna hereby approves the Project Agreement attached to this resolution as Exhibit A and authorizes the City Manager to execute same on its behalf. PASSED AND APPROVED by the City Council of the City of Anna this 25th day of September, 2012 RES. 2012-09-06 Project Agreement with CDC PAGE 1 OF 1 09-25-12 EXHIBIT A CITY OF ANNA, TEXAS AND ANNA COMMUNITY DEVELOPMENT CORPORATION 2012 PROJECT AGREEMENT -2- CITY OF ANNA, TEXAS AND ANNA COMMUNITY DEVELOPMENT CORPORATION 2012 PROJECT AGREEMENT THIS PROJECT AGREEMENT ("Agreement"), dated as of September 25, 2012, is executed by and between the City of Anna, Texas (the "City"), and the Anna Community Development Corporation (the "Corporation"). WITNESSETH WHEREAS, the Corporation has been approved, authorized and incorporated, and exists and operates as a duly constituted authority and instrumentality of the City in accordance with Article 5190.6, Section 413, Texas Revised Civil Statutes Ann., and now operating under Texas Local Government Code, Chapters 501, 502 and 505 (the "Act"); WHEREAS, at an election held in accordance with the provisions of the Act, the voters of the City approved a proposition (the "Proposition") on the question of the adoption of a sales and use tax within the City at a rate of one-half of one percent (the "Sales Tax") to undertake economic development projects as described in Section 4B of the Act, including but not limited to projects for downtown development, facilities, and public parks, park facilities and events including senior citizen projects, projects for the promotion of professional and amateur athletics and sports including stadiums, bail parks, auditoriums, projects related to entertainment, convention, tourist, and exhibition facilities, amphitheaters and concert halls, open space improvements, learning centers, municipal buildings, educational facilities and facilities for use by institutions of higher education, museums, and related stores, restaurant, concession and automobile parking facilities, transportation facilities and roads, streets, recycling facilities, projects to promote new or expanded business enterprises including facilities to promote job creation and retention, job training facilities, and public safety facilities, drainage and storm water facilities and related improvements, demolition of existing structures, targeted infrastructure and any other improvements or facilities that are related to any of the above projects and any other authorized project that the Board of Directors of the Corporation determines will promote new or expanded business enterprises, and the maintenance and operations expenses for any of the above described projects, as authorized by the Act; WHEREAS, the City Council of the City (the "City Council") and the Board of Directors of the Corporation (the "Board ") have determined to undertake projects to provide (i) public park and open space improvements including sports fields, pavilions, trail improvements, parking facilities, roads, restroom facilities, camping sites, skate board park and other park, open space, and recreational facilities, (ii) signage, lighting, landscaping, sidewalks, outdoor furnishings and other improvements for downtown streets to improve access and availability to the businesses and other establishments on and adjacent to downtown streets, and (iii) maintenance and operating costs of such projects, and other purposes permitted by law, in order to provide improvements for public park and open space purposes (the "Improvements"), all as authorized by the Act and the Proposition; WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement with respect to the Improvements in accordance with Texas Local Government Code, Section 501.054 to set -1- forth the duties and responsibilities of the respective parties for the implementation and funding of the Improvements. NOW, THEREFORE, in consideration of the covenants and agreements herein made, and subject to the conditions herein set forth, the City and the Corporation agree as follows: Section 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms and expressions used in this Agreement, unless the context shows clearly otherwise, shall have meanings set forth herein, including terms defined in the preambles hereto, which preambles are incorporated in and made a part hereof for all purposes. Section 2. FINANCING OF IMPROVEMENTS. The parties agree that the costs of the construction of the Improvements, in the amount of $ 1,645,000.00, will be paid from the proceeds of the Anna Community Development Corporation Sales Tax Revenue Bond, Series 2012-13, in the aggregate principal amount of $1,645,000.00 (the 'Bond") issued or to be issued and sold by the Corporation. The City and the Corporation acknowledge and agree that said Bond may be issued for other purposes in addition to providing funds to pay the costs of the Improvements. Section 3. PROJECT MANAGEMENT, FUNDING, AND PAYMENTS. The Corporation agrees to fund the Improvements with the Bond proceeds and the City agrees to manage the project(s) and contract(s) necessary to implement the Improvements, including but not limited to managing the Bond proceeds, subject to oversight by the Corporation. Said Bond proceeds shall be transferred to the City in trust and the City is authorized hereby to draw funds, make withdrawals, issue checks, and otherwise manage said Bond proceeds in accordance with existing City policies and under oversight of the Corporation. The City shall provide regular reports to the Corporation regarding expenditures made from Bond proceeds and status of the implementation of Improvements. Section 4. CONSTRUCTION CONTRACTS; OWNERSHIP OF THE IMPROVEMENTS. (a) The City will construct the Improvements and shall be solely responsible for the construction and maintenance of the Improvements, and the Corporation shall have no liability with respect to the construction, operation or maintenance of the Improvements. (b) Prior to the advertisement of bids for acquisition or construction of the Improvements or any portion thereof, the Board of the Corporation or its Chief Administrative Officer shall have the opportunity to review the design plans and specifications and make its recommendations to the City regarding such design plans and specifications. (c) The Improvements shall be owned by the City. Section 5. FINANCING OF THE IMPROVEMENTS, CONSTRUCTION AND COMPLETION. The City agrees that upon receipt of the proceeds of sale of the Bonds it will proceed with due diligence with the construction and completion of the Improvements. The City does not anticipate delays in the construction of the Improvements and the Corporation shall not be liable for any damages caused by any delays in completion of the Improvements or any additional costs in reference to the Improvements. -2- Section 6. FORCE MAJEURE. If, by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, then such party shall give notice and full particulars of such Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall means acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the landslides, lightening, earthquakes, fires hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing parry or parties when such settlement is unfavorable to it in the judgment of the party having the difficulty. Section 7. REGULATORY BODIES. This Agreement shall be subject to all valid rules, regulations, and laws applicable thereto passed or promulgated by the United States of America, the State of Texas, or any governmental body or agency having lawful jurisdiction or any authorized representative or agency of any of them. Section 8. COUNTERPARTS. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. Section 9. SEVERABILITY. In case any provision herein shall be invalid, illegal, or unen- forceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 10. TERM OF AGREEMENT. The term of this Agreement shall be for the period during which the Bonds are outstanding and the Improvements are being implemented. IN WITNESS WHEREOF, The Corporation and the City, acting under authority of their respective governing bodies have caused this Agreement to be duly executed and effective as of the date first set forth above. ANNA COMMUNITY DEVELOPMENT CORPORATION By President, Board of Directors -3- CITY OF ANNA, TEXAS By Philip Sanders, City Manager