Ordinance No. 15,146 ORDINANCE NO. 15,146
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO AN ECONOMIC DEVELOPMENT
AGREEMENT FOR TOURISM AND PROMOTION SERVICES WITH ECONOMIC
ALLIANCE HOUSTON PORT REGION TO ENHANCE AND PROMOTE TOURISM
AND THE CONVENTION AND HOTEL INDUSTRY IN THE CITY OF BAYTOWN
AND ITS VICINITY; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN
AN AMOUNT NOT TO EXCEED TEN THOUSAND AND NOI100 DOLLARS
($10,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to an Economic Development Agreement
with Economic Alliance Houston Port Region to enhance and promote tourism and the convention and
hotel industry in the City of Baytown and its vicinity. A copy of said agreement is attached hereto,
marked Exhibit"A,"and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Economic
Alliance Houston Port Region in an amount not to exceed TEN THOUSAND AND NOI100 DOLLARS
($10,000.00) for promotional and advertising services in accordance with the agreement authorized in
Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease or
an increase in costs by FIFTY THOUSAND AND NOI100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent
(25%).
Section 4: This ordinance shall take effect immediately from and after its passage by the
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote f the City Council of the City of
Baytown this the 14'day of July,2022.
O IWTO l ANDON CAPETILLOJMayor
A EST: F •.••...•
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ANGELA J KSON rty °
OF 1�G
'D AS T FORM:
SCOTT LEMONDf City Attorney
R:Karen AndersonlORDINANCES\2022\2022.07.14\EconomicAllianceHoustonPortRegionOrdinance.docx
EXHIBIT "A"
ECONOMIC DEVELOPMENT SERVICES AGREEMENT
2022-2025
THIS Economic Development Services Agreement ("Agreement") is made and
entered into by and between the ECONOMIC ALLIANCE HOUSTON PORT REGION,
a Texas non-profit corporation; 203 Ivy Avenue, Suite 200, Deer Park, Texas 77536
(hereinafter "THE ECONOMIC ALLIANCE"), and the City of Baytown, Texas; 2401
Market Street, Baytown, Texas 77520, (hereinafter"THE CITY").
WHEREAS, THE ECONOMIC ALLIANCE is a non-profit corporation organized to
promote economic development with an emphasis on performance in the southeast portion of
Harris County, and;
WHEREAS, THE CITY promotes economic development in Baytown, Harris
County, Texas; and;
WHEREAS, THE CITY seeks assistance to fulfill its economic development
initiatives in Baytown, Texas; and
WHEREAS,THE ECONOMIC ALLIANCE is qualified and willing to perform such
assistance functions,
NOW THEREFORE, in consideration of the covenants and conditions stated herein,
and in consideration of the mutual benefits that will accrue to each of the parties hereof, as
well as to the citizens of Baytown, Texas, the Parties have agreed and do hereby agree as
follows:
ARTICLE I
Goals
Section 1.01: THE CITY represents its goals in its Economic Development Program to
include, but may not be limited to the following:
a. Creating an economic climate conducive to the development and growth of
business investment and commerce;
b. Creating economic diversification to provide for stable, consistent and balanced
growth;
c. Building Baytown's business/commercial tax base;
d. Enhancing the quality of life for all citizens residing or working within Baytown,
Texas;
e. Promoting Baytown, Texas as the location of choice for new, expanding and
relocating businesses;
f. Attracting new businesses and development to Baytown, Texas;
g. Encouraging the expansion and development to Baytown, Texas;
h. Retaining businesses and jobs currently located in Baytown, Texas;
i. Establishing new strategic partnerships for the promotion of economic
development.
ARTICLE II
Qualifications of THE ECONOMIC ALLIANCE
Section 2.01: THE ECONOMIC ALLIANCE represents that:
a. THE ECONOMIC ALLIANCE is a non-profit entity that is authorized to promote
economic development in all or a portion of Harris County and is currently in good
standing with the State and Federal government;
b. THE ECONOMIC ALLIANCE is engaged in an on-going effort to attract new
businesses,to encourage the expansion of existing businesses,or to retain existing
businesses in Harris County, including Baytown, Texas;
c. THE ECONOMIC ALLIANCE hereby agrees to participate in joint projects and
coordinate its activities with THE CITY and in an effort to reduce duplication of
services and to enhance cooperation.
ARTICLE III
Scope of Services
Section 3.01: Services to be Provided: THE ECONOMIC ALLIANCE will provide to THE
CITY the services described in the following paragraphs:
a. Establish an ongoing program to develop quality prospect leads, focusing on the
targeted industries of greatest importance to THE CITY;
b. Undertake or update workforce analyses to provide current data targeted to
prospective industries;
c. Interact with local, state, and federal officials, and local economic development
organizations and chambers of commerce on a regular basis;
d. Compile and disseminate economic and business related data to THE CITY on at
least an annual basis;
e. Interact with the Texas Department of Economic Development on behalf of THE
CITY and other economic development groups to acquire economic business
related data;
f. Promote small or disadvantaged business development;
g. Present THE CITY in THE ECONOMIC ALLIANCE's marketing materials,
including its website;
h. Provide annual or more frequent reports to THE CITY on the performance of the
services described and outlined herein;
i. Prepare press releases and act as media liaison publicizing THE CITY's efforts.
j. THE CITY will be included as a participant in THE ECONOMIC ALLIANCE's
San Jacinto Texas Historic District. This service provides to the city that the
Economic Alliance will communicate grant opportunities regarding quality of life
projects to city, at no obligation to the city.
k. Invitation to city officials and staff to all events organized and/or hosted by THE
ECONOMIC ALLIANCE;
1. THE ECONOMIC ALLIANCE will provide full membership on its board of
directors for a designee of THE CITY.
Section 3.02: Upon request, THE ECONOMIC ALLIANCE will make available to THE
CITY the following:
a. Access to information in its library and databases with the exception of company
economic development prospects who are not seeking to locate in THE CITY;
b. Copies of THE ECONOMIC ALLIANCE studies reports and evaluations relating
to economic development issues with the exception of work related to confidential
prospects;
c. Copies of THE ECONOMIC ALLIANCE publications;
ARTICLE IV
Term of Contract
Section 4.01: This agreement is for the thirty-six (36) month period beginning July 1, 2022
and ending June 30, 2025.
ARTICLE V
Terms of Payment
Section 5.01: THE CITY agrees to pay THE ECONOMIC ALLIANCE a total amount of
THIRTY THOUSAND AND NOI100ths Dollars ($30,000.00) over a three-year period,
billed in annual installments of TEN THOUSAND AND NOI100 DOLLARS ($10,000) per
each twelve(12)month period(annually)for the performance of the services provided herein.
Performance update reports shall be provided to THE CITY on at least an annual basis.
Section 5.02: THE ECONOMIC ALLIANCE, as part of the payment for services received,
shall perform services outlined in this document.
Section 5.03: THE ECONOMIC ALLIANCE shall present annual billing statements to THE
CITY describing the services performed. THE CITY shall promptly process such statements
and make payment within thirty(30) days of receipt.
ARTICLE VI
Termination
Section 6.01: THE CITY may terminate this Agreement at any time by giving 30 days'
written notice to THE ECONOMIC ALLIANCE. THE CITY's right to terminate this
Agreement for convenience is cumulative of all rights and remedies, which exist now or in
the future.
Section 6.02: On receiving the notice,THE ECONOMIC ALLIANCE shall,unless the notice
directs otherwise, immediately discontinue all services under this Agreement and cancel all
existing orders and subcontracts that are chargeable to their Agreement. Within 30 days of
the termination date THE CITY shall pay to the THE ECONOMIC ALLIANCE, pro-rated
on a monthly basis,the fees for services rendered under this Agreement unless the fees exceed
the allocated funds remaining under this Agreement.
Section 6.03: TERMINATION OF THIS AGREEMENT AND RECEIPT OF PAYMENT
FOR SERVICES RENDERED ARE THE ECONOMIC ALLIANCE'S ONLY REMEDIES
FOR THE CORPORATION'S TERMINATION FOR CONVENIENCE, WHICH DOES
NOT CONSTITUTE A DEFAULT OR BREACH OF THIS AGREEMENT. THE
ALLIANCE WAIVES ANY CLAIM (OTHER THAN ITS CLAIM FOR PAYMENT AS
SPECIFIED IN THIS SECTION), IT MAY HAVE NOW OR IN THE FUTURE FOR
FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM THE CITY'S
TERMINATION FOR CONVENIENCE.
Section 6.04: Termination for Cause by THE ECONOMIC ALLIANCE: THE
ECONOMIC ALLIANCE may terminate its performance under this Agreement only if THE
CITY defaults and fails to cure the default after receiving written notice of it. Default by
THE CITY occurs if THE CITY fails to perform one or more of its material duties under this
Agreement. If a default occurs and THE ECONOMIC ALLIANCE wishes to terminate the
Agreement, then THE ALLIANCE must deliver a written notice to the city manager
describing the default and the proposed termination date. The date must be at least 30 days
after the city manager receives notice. THE ECONOMIC ALLIANCE, at its sole option,
may extend the proposed termination date to a later date. If THE CITY cures the default
before the proposed termination date, then the proposed termination is ineffective. If THE
CITY does not cure the default before the proposed termination date,then THE ECONOMIC
ALLIANCE may terminate its performance under this Agreement on the termination date.
To effect final termination, THE ECONOMIC ALLIANCE must notify THE CITY'S
manager in writing.
Section 6.05: Termination for Cause by THE CITY: If THE ECONOMIC ALLIANCE
defaults under this Agreement, THE CITY manager may either terminate this Agreement or
allow THE ECONOMIC ALLIANCE to cure the default as provided below. THE CITY's
right to terminate this Agreement for THE ECONOMIC ALLIANCE's default is cumulative
of all rights and remedies, which exist now or in the future. Default by THE ECONOMIC
ALLIANCE occurs if:
a. THE ECONOMIC ALLIANCE fails to perform any of its duties under this Agreement;
b. THE ECONOMIC ALLIANCE becomes insolvent;
c. All or a substantial part of THE ECONOMIC ALLIANCE's assets are assigned for the
benefit of its creditors; or
d. A receiver or trustee is appointed for THE ECONOMIC ALLIANCE.
Section 6.06: If a default occurs, THE CITY manager may, but is not obligated to, deliver a
written notice to THE ECONOMIC ALLIANCE describing the default and the termination
date. THE CITY manager, at his or her sole option may extend the termination date to a later
date. If the city manager allows THE ECONOMIC ALLIANCE to cure the default and THE
ECONOMIC ALLIANCE does so to THE CITY manager's satisfaction before the
termination date, then the termination is ineffective. If THE ECONOMIC ALLIANCE does
not cure the default before the termination date, then the city manager may terminate this
Agreement on the termination date, at no further obligation of the Corporation.
Section 6.07: To effect final termination,THE CITY manager must notify THE ECONOMIC
ALLIANCE in writing. After receiving the notice, THE ECONOMIC ALLIANCE shall,
unless the notice directs otherwise, immediately discontinue all services under this
Agreement, and promptly cancel all orders or subcontracts chargeable to the Agreement.
ARTICLE VII
Miscellaneous
7.01 The relationship of THE ECONOMIC ALLIANCE to THE CITY shall be that
of an independent contractor. THE City shall have no authority to direct the day-to-day
activities of any of THE ECONOMIC ALLIANCE's employees or representatives,shall have
no authority over THE ECONOMIC ALLIANCE's decisions, and shall have no rights to
ownership of internal working papers or other information or data of THE ECONOMIC
ALLIANCE, except as otherwise specifically authorized or required herein.
7.02 This Agreement shall be binding upon and inure to the benefit of THE CITY
and THE ECONOMIC ALLIANCE and shall not bestow any rights on any third parties.
7.03. Failure of either party hereto to insist on the strict performance of any of the
provisions hereof, or failure of performance, shall not be considered a waiver of the right to
insist on or 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 failure of
performance.
7.04. This Agreement shall be subject to and construed in accordance with the laws
of the State of Texas and of the United States of America and is performable in Harris County,
Texas.
7.05. All notices required or allowed hereunder shall be given in writing and shall
be deemed delivered when actually received or on the third day following its deposit into a
United States Postal Service post office or receptacle with prepaid postage affixed thereto,
and sent by certified mail, return receipt requested, addressed to the respective party at the
address set forth below, or at such other address the receiving party may have theretofore
prescribed by written notice to the sending party:
If to THE CITY OF Baytown:
City of Baytown
Attention: City Manager
2401 Market Street
Baytown, Texas 77520
If to THE ECONOMIC ALLIANCE:
Economic Alliance
Attention: Chad Burke
President/CEO
203 Ivy Avenue, Ste 200
Deer Park,Texas 77536
7.06. This Agreement contains the entire agreement of the parties, and any changes
and amendments hereto must be in writing and signed by both parties. This Agreement is
executed in two originals.
ECONOMIC ALLIANCE CITY OF Baytown:
HOUSTON PORT REGION
By By
Name: Chad D. Burke Name: Richard L. Davis
Title: President/CEO Title: Baytown City Manager
Date Signed: Date Signed:
ATTEST/SEAL ATTEST/SEAL
By By
Name Name
Title Title