Ordinance No. 4,62570122 -4
ORDINANCE NO. 4625
AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH
THE BAYTOWN AREA /WEST CHAMBERS COUNTY ECONOMIC
DEVELOPMENT FOUNDATION TO PROVIDE ECONOMIC DEVELOPMENT
® SERVICES; AUTHORIZING THE PAYMENT OF FIFTY THOUSAND AND
N01100 ($50,000.00) DOLLARS FOR SUCH SERVICES; PROVIDING
FOR THE EFFECTIVE DATE HEREOF.
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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 approves a contract with the Baytown Area /West
Chambers County Economic Development Foundation and authorizes
and directs the Mayor and City Clerk of the City of Baytown to
execute and attest to said contract for economic development
services. A copy of said contract is attached hereto, marked
Exhibit "A," and made a part hereof for all intents and purposes.
Section 2:
FIFTY THOUSAND
Area /West Chamb
provide economic
Section 3:
from and after
Baytown.
The City Council hereby authorizes payment of
AND N01100 ($50,000.00) DOLLARS to the Baytown
ers County Economic Development Foundation to
development services.
This ordinance shall take effect immediately
its passage by the City Council of the City of
INTRODUCED, READ and PASSED by the affirmative vote of the
City Council of the City of Baytown, this the 22nd day of
January, 1987.
ATTEST:
i[t11V LL-�LL D
C:1:13 :23
T. PHILIPS, Mayor Prp- Tempore
EXHIBIT "A"
r�
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n
ECONOMIC DEVELOPMENT CONTRACT
® THE STATE OF TEXAS:
COUNTY OF HARRIS
THIS CONTRACT is made as of the day of day of
1986, by and between the CITY OF BAYTOWN (City)
and THE BAYTOWN AREA /WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT
FOUNDATION (Foundation).
W I T N E S S E T H:
WHEREAS, the City desires to investigate and undertake ways
and means of. promoting prosperous development of business,
industry and commerce within Baytown, and further desires to
promote the location and development of new businesses and
industries in Baytown as well as the maintenance and expansion of
existing businesses; and
WHEREAS, the Foundation was formed for the purposes, among
others, of promoting and encouraging, or causing to be promoted
and encouraged, the formation of new businesses and the expansion
of existing businesses, the relocation of existing business, and
the general diversification of the economy of and in Baytown and
West Chambers County; and
WHEREAS, the City desires to contract with the Foundation to
provide, or cause to be provided, economic development services
herein described in the Baytown area; and
WHEREAS, the Foundation is willing, in exchange for the
consideration herein provided, to provide, or cause to be
provided, the economic development services desired by the City
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which are intended to expand the tax base and the employment base
® of Baytown and the surrounding area; and
WHEREAS, the formation of new businesses and the expansion
® of existing businesses in Baytown would benefit the City by the
resultant expansion of both the tax base of the City and the
employment base; and
WHEREAS, the City and the Foundation agree that in order to
foster and promote competition, to assure the integrity of the
competitive process, and to protect proprietary or innovative
business strategies and concepts, information and data developed,
generated or received by the Foundation should remain privileged
and confidential except as herein provided;
NOW, THEREFORE, for and in consideration of the.premises and
mutual convenants herein contained, it is' agreed as follows:
Section 1. Representations and Warranties of Foundation.
Foundation hereby represents and warrants as follows:
a) The Foundation is engaged in an on -going effort to
attract new businesses to the Baytown /West Chambers County area
and to encourage the expansion of existing businesses in the
Baytown /West Chambers County area.
b) The Foundation convenants that it will match the funds
provided by the City hereunder by committing to expend, from
funds other than those provided hereunder, at least $50,000
during the period . of . this contract; provided, however, that time
volunteered by board members of Foundation will not be counted as
® in -kind contributions toward this commitment by the Foundation.
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C) The Foundation covenants that it shall actively work to
productively coordinate its activities with other area economic
development organizations in an effort to reduce duplication of
® services.
d) The Foundation represents and warrants that it is a non -
profit economic development organization, the principal purpose
of which is the promotion of economic development in the Baytown
and West Chambers County area.
Section 2. Services to be Provided.
The Foundation shall provide the following economic
development services:
A. Business Assistance Programs - development of programs
designed to assist and promote the efforts of local
® businesses and entrepreneurs to form new business
ventures or to expand existing business ventures.
B. Marketing and Sales - the Foundation should organize and
conduct a coordinated marketing nd sales "
9 program r g am to
positively influence attitudes among local, national, and
international business decision makers by drawing
attention to the Baytown area's strengths and by
overcoming negative attitudes. The marketing and sales
program should target groups and senior executives most
likely to result in business relocations and expansions
in the Baytown area.
C. Advertising, Public Relations and Media Communications -
the development of programs designed to encourage the
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Section 3. Foundation Reports.
The Foundation shall prepare and submit to the City, within
30 days from the end of each calendar quarter during the term of
this contract, or at the first City Council meeting thereafter,
verbal or brief written reports describing the services performed
by the Foundation pursuant to this contract during the previous
quarter.
® The Foundation shall prepare and submit to the City, within
90 days after the end of the Foundation's fiscal.year, or as soon
thereafter as practicable, a written report describing in detail
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dissemination, on a local, national, and international
level, of accurate and detailed information on business
opportunities in the Baytown area, and on successful
businesses and the local business climate.
D. Public Policy - develop advice on public policy and
programs for action by the State of Texas, Harris County,
the City of Baytown, and other agencies that would
facilitate and encourage economic growth. The Foundation
may develop advice on policy and budgetary priorities,
tax abatement, desirable regulatory changes, and
incentives likely to result in business relocations and
expansions in the Baytown area.
E. Cooperation With Other Entities - The Foundation should
®
agree to participate in joint projects of mutual benefit
with or supply appropriate information requested by other
economic development organizations.
Section 3. Foundation Reports.
The Foundation shall prepare and submit to the City, within
30 days from the end of each calendar quarter during the term of
this contract, or at the first City Council meeting thereafter,
verbal or brief written reports describing the services performed
by the Foundation pursuant to this contract during the previous
quarter.
® The Foundation shall prepare and submit to the City, within
90 days after the end of the Foundation's fiscal.year, or as soon
thereafter as practicable, a written report describing in detail
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the services performed by the Foundation pursuant to this
contract during the preceeding fiscal year.
® Section 4. Time of Performance.
The Foundation shall perform the services described in
Section 3, above, for a period of 12 months from October 1, 1986.
Section 5. Fees.
For and in consideration of the services to be performed by
the Foundation and compliance with the terms of this contract and
subject to the other provisions of this Section, the City agrees
to pay to the Foundation the total sum of $50,000.00. The sum
shall be paid in two equal installments of $25,000.00, the first
payable on April 15, 1987, and the second payable on July 15,
1987.
Section 6. Allocated Funds.
Payments by the City to the Foundation are subject to funds
being appropriated by the City Council of the City of Baytown for
the purpose of purchasing the services provided in this contract.
Section 7. Term.
This contract shall be effective for the period from
October 1, 1986, to September 30, 1987. It is specifically
® agreed that the Foundation shall not be obligated to perform any
i services under or pursuant to this contract and the City shall
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obligated to make any payments for services performed after the
® expiration of that period.
Section 8. Termination for cause.
A party may terminate its performance under this contract
only upon default by the other party. Default by a party shall
occur if the party.fails to perform or observe any of the terms
and conditions of this contract 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 contract as of the
30th 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 30 -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.
Section 9. Independent contractor.
The relationship of the Foundation 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 Foundation's
personnel decisions, and shall have no other rights to internal
working papers or other information or data than the City would
have to any other independent contractor providing specific
services (e.g., museum services, weed cutting, legal services,
auditors).
Without in any way limiting the generality of the foregoing,
® it is specifically acknowledged and agreed that Foundation has
bargained for the confidentiality of all internal information and
data that it generates, other than that required to be submitted
to the City pursuant to Sections 3 and 14 of this contract, in
order to foster and promote competition, to assure the integrity
of the competitive process, and to protect proprietary or
innovative business strategies and concepts.
Section 10. Parties in interest.
This contract shall bind and benefit the City and the
Foundation and shall not bestow any, rights upon any third
parties.
Section 11. Non - waiver.
Failure of either party hereto to insist on the strict
performance of any of the agreements.herein or to exercise any
rights or remedies accruing thereunder upon default or failure of
performance shall not be considered a waiver of the right to
insist on and to enforce by an appropriate remedy strict
compliance with any other obligation hereunder or to
exercise any.
right or remedy occurring as a result of any future default or
failure of performance.
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Section 13, Notices.
All notices required or permitted hereunder shall be in
writing and shall be deemed delivered when actually received or,
if earlier, on.the third day following deposit in a United States
Postal Service post office or receptacle with proper postage
® affixed (certified mail, return receipt requested) addressed to
the respective other party at the address described below or at
such other address as the receiving party may have theretofore
prescribed by notice to the sending party:
Executive Director
Baytown Area /West Chambers County Economic Development
Foundation
Suite 405
1300 Rollingbrook
Baytown, Texas 77521
City Manager
City of Baytown
P. O. Box 424
Baytown, Texas 77527
® Section 14, Audits.
The Foundation shall provide to the City, within 90 days of
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Section 12. Applicable Laws.
This contract is
subject to and
shall be construed in
accordance with the
laws of the State
of Texas, the laws of the
®
federal government of
the United States
of America and all rules
and regulations of
any regulatory
body or officer having
jurisdiction. This
contract is performable
in Harris County,
Texas.
Section 13, Notices.
All notices required or permitted hereunder shall be in
writing and shall be deemed delivered when actually received or,
if earlier, on.the third day following deposit in a United States
Postal Service post office or receptacle with proper postage
® affixed (certified mail, return receipt requested) addressed to
the respective other party at the address described below or at
such other address as the receiving party may have theretofore
prescribed by notice to the sending party:
Executive Director
Baytown Area /West Chambers County Economic Development
Foundation
Suite 405
1300 Rollingbrook
Baytown, Texas 77521
City Manager
City of Baytown
P. O. Box 424
Baytown, Texas 77527
® Section 14, Audits.
The Foundation shall provide to the City, within 90 days of
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same.
Section 16. Entire agreement.
This contract contains all the agreements of the parties
relating to the subject matter hereof and is the full and final
expression of the agreement between the parties.
IN WITNESS WHEREOF, the parties have made and executed this
contract in multiple copies, each of which shall be an original.
CITY OF BAYTOWN:
BY:
EMMETT 0. HUTTO, Mayor
ATTEST:
BY:
EILEEN P. HALL, City Clerk
THE BAYTOWN AREA /WEST CHAMBERS
COUNTY ECOMOMIC DEVELOPMENT
FOUNDATION:
BY:
ATTEST:
Chairman
Secretary
the close
of the Foundation's fiscal year,
its audited annual
financial statements.
®
Section
15, Ambiguities.
In the
event of any ambiguity in any of
the terms of this
contract
it shall not be construed for or
against ga nst any party
hereto on
the basis that such party did or
did not author the
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same.
Section 16. Entire agreement.
This contract contains all the agreements of the parties
relating to the subject matter hereof and is the full and final
expression of the agreement between the parties.
IN WITNESS WHEREOF, the parties have made and executed this
contract in multiple copies, each of which shall be an original.
CITY OF BAYTOWN:
BY:
EMMETT 0. HUTTO, Mayor
ATTEST:
BY:
EILEEN P. HALL, City Clerk
THE BAYTOWN AREA /WEST CHAMBERS
COUNTY ECOMOMIC DEVELOPMENT
FOUNDATION:
BY:
ATTEST:
Chairman
Secretary