R99-045 06-14-99RESOLUTION NO. R99-45
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO AN INTERLOCAL AGREEMENT WITH ALVIN
INDEPENDENT SCHOOL DISTRICT ("AISD") TO OUTLINE THE
OBLIGATIONS OF AISD AND THE CITY AS PARTICIPANTS IN
REINVESTMENT ZONE #2.
BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. That certain interlocal agreement by and between the City of
Pearland and Alvin Independent School District, a copy of which is attached hereto as
Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to
execute and the City Secretary to attest the original of the attached agreement for and
on behalf of the City of Pearland, to outline the obligations of AISD and the City as
participants in Reinvestment Zone #2.
PASSED, APPROVED and day of
~-~'~t_~ ~ , A.D., 1999.
ATTEST: / //~
/Y'C~UNG L,~i~//- /~/ -///
~ SEt~ETARY ~ ~
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
ADOPTED this the'~lJ~iH-'h
TOM REID
MAYOR
Memo
To:
Through:
From:
Date:
Subject:
Mayor and City Council
Glen Erwin, City Manager
Alan Mueller
May 17, 1999
Shadow Creek Ranch TIRZ Board Appointments
As previously discussed, pending legislation will place a deadline of September 1, 1999, for
completion of the Project Plan to enable school districts to participate in a TIRZ. Therefore, we
need to target Council adoption of the Project Plan by August 23, 1999 (2~a meeting of August).
Appointment of the TIRZ Board in a timely fashion is important since the Board will have to
recommend approval of the Plan to the Council prior to adoption. We need to allow some time
for the Board members to get up to speed with the project, so appointment of the Board by the
end of June will allow about six weeks for the Board to get organized and review the Plan.
I have requested Darrin to place an Executive Session (if allowable) on the June 14 agenda to
discuss the City's appointments to the Board.
Following is the current composition of the TIRZ Board and status of appointments.
Position
1. State Senator or designee
2. State Representative or designee
3. Brazoria County
4. Fort Bend County
5. Brazoria Drainage District #4
6. City of Pearland
7. Alvin Independent School District
8. AISD-Pearland Joint Appointment
Status
Brown's office has requested suggestion(s) from us.
Bonnen's office confirming a tentative appointment.
I do not know their plans.
John Knox (chief of staffi is polling Commissioners.
Have appointed Jad McGuff.
Executive Session scheduled for June 14.
Should make appointment by June 1.
AISD preparing possible list.
City Executive Session on June 14.
9. Owner of property or agent of property owner appointed by City Council
Developer will likely nominate Gary Cook.
Memo
To:
Through:
From:
Date:
Subject:
Mayor and City Council
Glen Erwin, City Manager
Alan Mueller
May 17, 1999
Alvin Independent School District TlRZ Agreement
Background
City staff and outside legal counsel (Charles Williams) have met several times with AISD and
Shadow Creek Ranch staffand consultants regarding this agreement. As you may recall, AISD
originally approved an agreement in December 1998 that was not completely acceptable to either
the City or developer. Since that time, we have come to agreement on the concept and specifics
of AISD's participation in the TIRZ.
The AISD agreement has several items which are different from the other participation
agreements due to: l)issues surrounding the timing, location, and financing of school facilities;
and 2)the continuing uncertainty of the impact on AISD in the State Funds Formula Calculation
due to their participation in the TIRZ.
Current Status:
Pending legislation will preserve a school district's ability to participate in a TIRZ in which a Final
Project and Financing Plan has been approved prior to September 1, 1999. However, there are
other bills that could change this date to June 1, 1999, or an even earlier date. At this point, we
are operating under the September 1 assumption, but the agreement still addresses the possibility
that a future Legislature could make retroactive changes.
Charles Williams concurs with the proposed agreement. AISD approved the agreement by a 6-1
vote on May 11, 1999.
Future Actions:
The agreement will be scheduled for City Council consideration on June 14, 1999. If you have
any questions, please contact me at your earliest convenience. We can schedule meeting(s) with
Charles Williams, if necessary. Due to the pending legislation, we need to finalize all the
agreements, appoint the Board, adopt the Development Agreement, and finish the Plan before
September 1, so we'll be in a time crunch once again.
Summary of Major Points in AISD Agreement:
Page Section Comment
7 IV.A AISD will contribute t00% of their tax increment. Section VI.C specifies that
AISD will be paid back 75% as an administrative cost, so the effective
contribution is 25%, which results in a projection of $136 million to the Zone.
This contribution and pay back arrangement results in a better financial
advantage to AISD under the State Funds Formula Calculation than a straight
25% contribution would provide.
8 IV.C
AISD will appoint one TIRZ Board member, similar to the other participating
agencies. Due to the magnitude of their participation (at $136 million, AISD
would be the largest participant), they originally wanted two Board
appointments. We subsequently agreed that the second appointment would be
a joint appointment with the City. To make room for this appointment, the
developer agreed to give up one of the "property owner" Board positions. The
developer has one remaining Board position. I have asked AISD to begin
thinking about ideas for the joint appointment and we will need to do the
same. A separate memo outlines the current composition of the Board.
8 V.B
AISD will build school facilities under their customary procedures, which are
based on student population. Originally, they proposed to build facilities only
when the TIRZ revenue was adequate to build schools. This was a key issue
that they agreed to delete. The "population triggers" for school construction
will be included in the TIRZ Project Plan. AISD will control the timing and
location of schools to serve Shadow Creek Ranch. There is a possibility the
first elementary school (and probably the high school in the future) will not be
within the Zone. The developer and AISD will work with each other to make
property available for subsequent schools within the Zone. AISD has
pressures to build school facilities in other areas of the District, however, the
availability of land and utilities makes sites within the Zone attractive to AISD.
9 VIA
AISD's participation in the TIRZ has the potential to negatively impact the
State funds they receive. This section leaves the option for AISD to reduce
their participation or withdraw from the TIRZ if there ever is a negative
financial consequence of their participation. Likewise, the City can cancel
AISD's participation ifAISD's continued participation has a negative financial
impact ion the Zone. For this reason, AISD's participation will not be able to
be used as a revenue pledge for debt issues. AISD's participation will be
available for direct payment or reimbursement of expenses for project
expenditures. Their participation should allow the life of the Zone to be
shortened, but we have not tried to quantify by how much.
Page Section
10 VI.A
11 VI.B
12 VI.C
Comment
AISD will have an annual "opt in or opt out" date of October 31. This section
also calls for AISD to be reimbursed for any negative financial consequence
from the State Funds Formula Calculation to be paid back to AISD from the
funds they have contributed in the previous year. To accomplish this, a
"Suspense Account" is established in which AISD's participation is held for
one year. At~er an accounting is completed to determine the amount of
reimbursement, if any, the remaining funds will be released to the general TIRZ
Fund for normal use. This is a very important issue to AISD. Originally they
wanted complete reimbursement for any loss, but they have agreed to cap their
recovery to the funds available from the previous one year period.
AISD will have the fight to approve the Project Plan as it relates to school
timing, financing, and location. AISD can withdraw from the TIRZ if that
section of the Plan is not acceptable. Likewise, the City can terminate AISD's
participation if they don't approve the Project Plan by August 1, 1999. This
provision was added so that the September 1, 1999, deadline can be met in the
event AISD would not approve the Plan for some reason.
This section specifies the 75% Administrative Fee to be paid back to AISD.
This section also provides the option for early construction (i.e. prior to
AISD's normal population trigger being reached) of school facilities if the
developer chooses to provide initial financing acceptable to AISD. The most
likely scenario would be for the developer to pay the debt service and/or
operating costs on a building until tax revenues were sufficient for AISD to
take over the costs under their normal triggers.
Please contact me as soon as possible if you have questions.
THE STATE OF TEXAS §
COUNTIES OF FORT BEND, §
BRAZORIA AND HARRIS §
INTERLOCAL AGREEMENT
I. PARTIES
A. Address
THIS INTERLOCAL AGREEMENT ("Agreement") is made by and between the CITY
OF PEARLAND, TEXAS ("City"), a municipal corporation and home-rule city of the State of
Texas principally situated in the Counties of Fort Bend, Brazoria, and Harris, acting by and through
its governing body, the City Council; ALVIN INDEPENDENT SCHOOL DISTRICT ("AISD"),
located at 301 East House Street, Alvin, Texas 77511 and the REINVESTMENT ZONE
NUMBER TWO, CITY OF PEARLAND, TEXAS (the "Reinvestment Zone"), a reinvestment
zone created by the City of Pearland pursuant to Chapter 311 of the Texas Tax Code, acting by and
through its Board of Directors. This Agreement is made pursuant to Chapter 791 of the Texas
Government Code and Section 311.013 of the Texas Tax Code.
The initial addresses of the parties, which one party may change by giving written notice of
its changed address to the other parties, are as follows:
City AISD
City Manager
or Designee
City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
Alvin Independent School
District
Attention:
Superintendent of Schools
301 East House Street
Alvin, Texas 77511
The Reinvestment Zone
Reinvestment Zone Number
Two, City of Pearland, Texas
Attention: Chairman
c/o City of Pearland, Texas
3519 Liberty Drive
Pearland, Texas 77581
B. Index
The City, AISD and the Reinvestment Zone hereby agree to the terms and conditions of this
Agreement. This Agreement consists of the following sections:
Section/Description Page
I. PARTIES 1
II. DEFINITIONS 5
III. BACKGROUND 6
IV. OBLIGATIONS OFAISD 6
V. OBLIGATIONS OF CITY AND THE REINVESTMENT ZONE 7
VI. LIMITATIONS ON THE PARTICIPATION OF AISD 7
VII. TERM AND TERMINATION 9
VIII. MISCELLANEOUS 9
Exhibit "A" -- City of Pearland Ordinance No.
C. Parts Incorporated
All of the above described sections and documents are hereby incorporated into this
Agreement by this reference for all purposes.
IN WITNESS HEREOF, the City, AISD and the Reinvestment Zone have made and
executed this Agreement in multiple copies, each of which is an original.
CITY OF PEARLAND, TEXAS,
a home role municipality
City Mayor D~te I
ATTEST:
(SEAL)
ALVIN INDEPENDENT SCHOOL
DISTRICT
President, IToalrd of Trustees Date
Secretary, Bo/~-o/f ~l'rustees Date
Superin0endent of Schools Dale [
COUNTERSIGNED:
City Manager Date
APPROVED AS TO FORM:
City Attomey Date
REINVESTMENT ZONE NUMBER TWO,
CITY OF PEARLAND, TEXAS
By: Date
Title: Chairman, Board of Directors
ATTEST/SEAL:
By: Date
Title: Secretary, Board of Directors
[The remainder of this page is intentionally left blank.]
II. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set out below:
"Administrative Costs" means the costs of organizing the Reinvestment Zone, the costs of
operating the Reinvestment Zone and the imputed administrative costs associated with the
Reinvestment Zone incurred by the City in connection with the implementation of the project plan
and the AISD Administrative Costs.
"Agreement" means this agreement between the City, AISD and the Reinvestment Zone.
"Agreement Term" is defined in Section VI.
"AISD" is defined in Section I of this Agreement and includes its successors and assigns.
"AISD Administrative Costs" the reasonable consulting, accounting, and legal fees incurred
by AISD in determining to participate in the Reinvestment Zone, to be incurred by AISD in
connection with the approval of the Project Plan, and to be incurred by AISD annually in making
the determinations in accordance with Article VI. hereof.
"AISD Tax Increment Participation" means the amount of the AISD tax levy on the Captured
Appraised Value which AISD agrees to contribute to the Reinvestment Zone pursuant to Subsections
A and B of Section IV of this Agreement.
"Captured Appraised Value" means the captured appraised value of the Reinvestment Zone
as defined by Chapter 311, Texas Tax Code.
"City" is defined in Section I of this Agreement and includes its successors and assigns.
"Countersignature Date" means that date shown as the date countersigned by the City
Manager on the signature page of this Agreement.
"Project Plan" means the project plan and reinvestment zone financing plan for the
Reinvestment Zone adopted by the board of directors of the Reinvestment Zone and approved by
the City Council of the City.
"Reinvestment Zone" means Reinvestment Zone Number Two, City of Pearland, Texas
created by the City on December 21, 1998, by Ordinance No. 891, attached as Exhibit "A," and
includes its successors and assigns.
"State Funds" means the funds provided or potentially available to AISD from the State of
Texas, currently being Tier One, Tier Two, and Instructional Facilities Allotment, and any successor
or replacement form of revenues provided or potentially available to AISD from the State of Texas.
"State Funds Formula Calculations" means the current method of calculation and allocation
utilized by the Comptroller of Public Accounts of the State of Texas and the Texas Education
Agency, or any successors thereto, in determining the amount of State Funds.
"Tax Increment Fund" means the tax increment fund created by the City in the City Treasury
for the Reinvestment Zone.
Otherwise, the terms used herein shall have the meanings ascribed to them in Chapter 311,
Texas Tax Code, as applicable.
III. BACKGROUND
By Ordinance No. 891, adopted December 21, 1998, the City created the Reinvestment Zone
for the purposes of development and redevelopment in the area of the Reinvestment Zone. The City
will deposit tax increments produced in the Reinvestment Zone in the Tax Increment Fund. AISD
desires to participate in the Reinvestment Zone in consideration for the agreements set forth below.
AISD received written notice from the City of the City's intent to establish the Reinvestment
Zone. Such notice was received more than sixty (60) days before the public hearing on the creation
of the Reinvestment Zone and conforms in all respects to the requirements of §311.003 of the Texas
Tax Code.
IV. OBLIGATIONS OF AISD
A. Tax Increment Participation by AISD
For and in consideration of the agreements of the parties set forth herein, and subject to the
remaining subsections of this section, AISD agrees to participate in the Reinvestment Zone,
contributing the below listed amounts of the tax increment produced in the Reinvestment Zone
attributable to AISD to the Tax Increment Fund during the term of this Agreement (the "AISD Tax
Increment Participation")
The amount to be contributed by AISD is one hundred percent (100%) of all taxes collected
by AISD each year during the term of this Agreement at the prevailing AISD tax rate on the
Captured Appraised Value.
AISD's Tax Increment Participation and obligation to participate in the Reinvestment Zone
shall be restricted to its tax increment collected on the Captured Appraised Value in the
Reinvestment Zone in the percentage shown above. AISD shall not be obligated to pay its AISD
Tax Increment Participation from other AISD taxes or revenues or until the taxes representing the
AISD tax increment are actually collected. The obligation to pay the AISD Tax Increment
Participation shall accrue as taxes representing the AISD Tax Increment are collected by AISD and
payment shall be due on the first day of each calendar quarter. The City and the Reinvestment Zone
agree that no interest or penalty will be charged to AISD.
B. Expansion of the Investment Zone
The obligation of AISD to participate in the Reinvestment Zone is limited to the area
described in Exhibit "A" attached hereto. AISD's participation shall not extend to the tax increment
on any additional property added to the Reinvestment Zone by the City unless AISD approves the
participation.
C. Board of Directors
As a participating taxing unit, AISD shall have the right to appoint one (1) member on the
Reinvestment Zone Board of Directors. Failure of AISD to appoint a person to the Board of
Directors of the Reinvestment Zone by June 1, 1999, shall be deemed a waiver of AISD's right to
make an appointment by a later date. In addition, AISD and the City agree that AISD and the City
shall jointly appoint one (1) member of the Reinvestment Zone Board of Directors. AISD agrees
that, in accordance with State law, AISD Trustees are not eligible for appointment to the
Reinvestment Zone Board of Directors.
V. OBLIGATIONS OF CITY AND THE REINVESTMENT ZONE
A. Copy of Project Plan
A copy of the Reinvestment Zone Project Plan and any amendments thereto shall be provided
to AISD before any such plan is finally approved.
B. Timing of School Construction
The City and the Reinvestment Zone agree that AISD will only be asked to build the school
facilities as required by the Project Plan when they are needed to serve the population of the
Reinvestment Zone. AISD will not be required to build school facilities earlier than such facilities
would be needed in accordance with customary procedures established by AISD. Notwithstanding
anything herein to the contrary, the City and the Reinvestment Zone agree that AISD shall have the
right to determine the location of all school facilities which serve the Reinvestment Zone and such
location may be outside the boundaries of the Reinvestment Zone.
VI. LIMITATIONS ON THE PARTICIPATION OF AISD
A. Changed Circumstances
In the event that State Funds Formula Calculations applicable to AISD change so that the
participation of AISD in the Reinvestment Zone will result in a decrease or decreases the amount
of State Funds available and/or received by AISD, or AISD determines in its sole and independent
discretion that it would be in AISD's best interest due to negative financial impact to AISD, resulting
from participation in the Reinvestment Zone, the City and the Reinvestment Zone agree that, at the
option of AISD in its sole and independent discretion, (i) the AISD Tax Increment Participation
shall be decreased by an amount determined by AISD to account for the amount of the decrease in
AISD State Funding as a result of AISD's participation in the Reinvestment Zone, (ii) the percentage
of payments to be made by the Reinvestment Zone to AISD from taxes generated from the AISD
Tax Increment Participation under Article VI.C. hereof shall be increased by an amount determined
by AISD to account for the amount of the decrease in AISD State Funding as a result of AISD's
participation in the Reinvestment Zone, (iii) any combination of the options set forth in
subparagraphs (i) or (ii) above, or (iv) AISD may completely withdraw from further participation
in the Reinvestment Zone. In addition, in the event the City determines that the continued
participation by AISD in the Reinvestment Zone has or will have a negative financial impact on the
Reinvestment Zone, then the City shall have the right to terminate AISD's participation in the
Reinvestment Zone.
In the event that the laws applicable to AISD or tax increment reinvestment zones are
changed so that the participation of AISD in the Reinvestment Zone is prohibited, the City and the
Reinvestment Zone agree that AISD shall withdraw from further participation in the Reinvestment
Zone. If such change of law occurs and AISD withdraws from participation in the Reinvestment
Zone, AISD agrees to finance and build school facilities to serve development in the Reinvestment
Zone in accordance with customary procedures established by AISD.
The City, the Reinvestment Zone and AISD agree that (i) any change to the percentage of
the AISD Tax Increment Participation, (ii) any change to the percentage of the taxes generated from
the AISD Tax Increment Participation to be paid to AISD in accordance with Article VI.C. hereof,
or (iii) the withdraw by AISD from further participation in the Reinvestment Zone, shall be selected
by AISD not later than October 31 of each calendar year and shall be effective as of December 31
of the immediately preceding calendar year. AISD agrees to provide written notice to the City and
the Reinvestment Zone of any election hereunder on or before October 31 of each calendar year.
In the event that AISD elects to withdraw from further participation in the Reinvestment
Zone, the City and the Reinvestment Zone agree that AISD shall be paid by the Reinvestment Zone
an amount equal to the negative financial impact resulting to AISD during the preceding calendar
year from its participation in the Reinvestment Zone. The City and the Reinvestment Zone agree that
the Reinvestment Zone's obligation to make such payment shall be payable solely from the prior
years taxes generated from AISD Tax Increment Participation, plus any investment earnings thereon.
The City and the Reinvestment Zone agree that all taxes generated from AISD Tax Increment
Participation, other than those funds disbursed to AISD pursuant to Article VI.C. hereof, shall be
held in a special account of the tax increment fund for the Reinvestment Fund (the "AISD Suspense
Account") for a period of one (1) calendar year. All funds held in the AISD Suspense Fund shall be
invested at the written direction of AISD in accordance with Article 2256, Texas Government Code,
as amended, and shall not be used, disbursed, pledged or encumbered in any way by the City or the
Reinvestment Zone for one (1) full calendar year and during which time such funds shall solely be
used to reimburse AISD.
Further, the City and the Reinvestment Zone agree that the AISD Administrative Costs shall
be paid as Administrative Costs of the Reinvestment Zone.
B. Project Plan Approval
The City, the Reinvestment Zone and AISD agree that the Project Plan shall specifically
include the construction timing, financing and location of school facilities. AISD shall have the fight
to review and approve the sections of the Project Plan relating to the location, construction timing
and financing of school facilities. In the event that the sections of the Project Plan relating to the
location, construction timing and financing of school facilities are not approved by AISD, the City
and the Reinvestment Zone agree that AISD shall have the right to withdraw from further
participation in the Reinvestment Zone. IfAISD withdraws from participation in the Reinvestment
Zone, all school facilities shall be deleted from the Project Plan and AISD agrees to finance and
construct school facilities to serve development in the Reinvestment Zone in accordance with
customary procedures established by AISD. Notwithstanding the above, in the event AISD does not
approve the Project Plan by August 1, 1999, the City and the Reinvestment Zone shall have the right
to terminate the provisions of this Agreement.
C. Use of the AISD Tax Increment Participation
The Reinvestment Zone agrees that twenty-five percent (25%) of the funds generated from
the AISD Tax Increment Participation will be used to fund (i) the acquisition of land for school
facilities, (ii) the construction of park and recreation improvements benefitting AISD taxpayers, (iii)
the acquisition of land for such park and recreation improvements, (iv) AISD's pro rata share of
water, sewer and drainage facilities to serve the school facilities, and (v) other public improvements
in the Project Plan which benefit AISD taxpayers.
The Reinvestment Zone agrees that seventy-five percent (75%) of the funds generated from
the AISD Tax Increment Participation, without deduction or setoff for costs of collection or any
other costs, will be paid to AISD to be used by AISD to construct and operate school facilities
within the Reinvestment Zone and for any other lawful purpose consistent with the Project Plan as
determined by AISD. Such amounts shall be paid to AISD by the Reinvestment Zone within thirty
(30) days of the receipt by the Reinvestment Zone of the taxes generated from the AISD Tax
Increment Participation in accordance with Article IV.A. hereof.
Notwithstanding the above, AISD agrees that the first school facility to be constructed by
AISD for the Reinvestment Zone will be constructed within the boundaries of the Reinvestment
Zone if either the Reinvestment Zone or any developer of the Reinvestment Zone funds the costs of
such school facility or provides financing acceptable to AISD for the costs of such school facility.
VII. TERM AND TERMINATION
A. Agreement Term
This Agreement shall become effective as of the date of the final signature hereto, and shall
remain in effect until the earlier of(a) thirty (30) years later, (b) the later of the fund maturity of any
bonds issued by the Reinvestment Zone or final payment of all contractual obligations to complete
the Project Plan, or (c) the date of earlier termination by AISD in accordance with Article VI hereof.
The first payment of the AISD Tax Increment Participation shall be for those taxes levied by AISD
in the year 1999, and, unless AISD terminates earlier as provided hereunder, the last payment by
AISD under this Agreement is for those taxes levied by AISD in the year 2028.
B. Early Termination
The City shall not adopt an ordinance terminating the Reinvestment Zone earlier than the
duration of the Zone established in Ordinance No. 891, without the prior consent of AISD, provided
that the Reinvestment Zone may otherwise terminate by operation of law.
C. Disposition of Tax Increments
Upon termination of the Reinvestment Zone, if all public improvements in the Project Plan
have been constructed and financed and if all Reinvestment Zone debt is paid in full, the City and
the Reinvestment Zone shall pay to AISD all monies remaining in the Tax Increment Fund that are
attributable to the AISD Tax Increment Participation.
VIII. MISCELLANEOUS
A. Severability
In the event any term, covenant or condition herein contained shall be held to be invalid by
any court of competent jurisdiction, such invalidity shall not affect any other term, covenant or
condition herein contained, provided that such invalidity does not materially prejudice either AISD,
the City or the Reinvestment Zone in their respective rights and obligations contained in the valid
terms, covenants or conditions hereof.
In the event any term, covenant or condition shall be held invalid and affects in any manner
the limitations on AISD's contributions or participation, then this Agreement shall be void as to
AISD and AISD shall have no liability for any incremental or other payments as may otherwise be
provided for in this Agreement.
B. Entire Agreement
This Agreement merges the prior negotiations and understandings of the parties hereto and
embodies the entire agreement of the parties, and there are no other agreements, assurances,
conditions, covenants (express or implied) or other terms with respect to the covenants, whether
written or verbal, antecedent or contemporaneous, with the execution hereof.
C. Written Amendment
Unless otherwise provided herein, this Agreement may be amended only by written
instrument duly executed on behalf of each party.
D. 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 (3rd) 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 prescribed in Section I of this Agreement or
at such other address as the receiving party may have theretofore prescribed by notice to the sending
party.
E. Non-Waiver
Failure of any party hereto to insist on the strict performance of any of the agreements herein
or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall
not be considered a waiver of the right to insist on, and to enforce by any 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.
F. Assignment
No party shall assign this Agreement at law or otherwise without the prior written consent
of the other parties.
No party shall delegate any portion of its performance under this Agreement without the
written consent of the other parties.
G. Successors
This Agreement shall bind and benefit the parties and their legal successors. This Agreement
does not create any personal liability on the part of any officer or agent of the City or of any trustee,
officer, agent, employee, or consultant of AISD.
H. No Waiver of Immunity
No party hereto waives or relinquishes any immunity or defense on behalf of itself, its
trustees, officers, employees, and agents as a result of its execution of this Agreement and
performance of thc covenants contained herein.
I. Enforceability
In thc event the provisions of this Agreement arc determined to be unenforceable by a court
of competent jurisdiction, the City, the Rcinvcstment Zone and AISD agree that this Agreement shall
terminate immediately and the parties shall have no further obligations hereunder.
::ODMA\PCDOCS\HOUSTON_ 1 \337315\7
249:20319-1