Ordinance No. 5,677901023 -2
ORDINANCE N0. 5677
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH
• THE BAYTOWN AREA /WEST CHAMBERS COUNTY ECONOMIC
DEVELOPMENT FOUNDATION; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
•
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 Mayor and City Clerk of
the City of Baytown to execute and attest to a contract with the
Baytown Area /West Chambers County Economic Development
Foundation. A copy of said contract is attached hereto, marked
Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: 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 of the
City Council of the City of Baytown, this the 23rd day of
October, 1990.
'TffM'9TT 0. HUTTO, Mayor
ATTEST:
EILEEN P. HA L, City Clerk
'RANDALL B. STRONG, Cif Attorney
C:1:56:5
ECONOMIC DEVELOPMENT CONTRACT
THE STATE OF TEXAS:
COUNTY OF HARRIS
THIS CONTRACT is made as of the day of -------- day of
, 1990, 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
Sam
which are intended to expand the tax base and the employment base
of Baytown and the surrounding area; and
0 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;
HOW, 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 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.
c) The Foundation represents and warrants that it is a non-
profit economic development organization, the principal purpose
• - 2 -
r]
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 and sales program 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
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,
• - 3 -
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 after the
end of each calendar quarter during the term of this contract a
verbal or brief written report describing the services performed
by the Foundation pursuant to this contract during the previous
quarter.
The Foundation shall prepare and submit to the City as soon
as practicable after the end of the Foundation's fiscal year a
written report describing in detail the services performed by the
Foundation pursuant to this contract during the preceeding fiscal
year.
Section 4. 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
- 4 -
to pay to the Foundation the total sum of $25,000.00. The sum
shall be paid in quarterly installments of $6,250.00 with the
0 first payable on October 1, 1990.
Section 5. 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 6. Term.
This contract shall be effective for the period from
October 1, 1990, to September 30, 1991. It is specifically
agreed that the Foundation shall not be obligated to perform any
services under or pursuant to this contract and the City shall
not be obligated to make any payments for services performed
after the expiration of that period.
Section 7. 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,
• - 5 -
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 S. 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.
0 - 6 -
Section 9. Parties in interest.
This contract shall bind and benefit the City and the
0 Foundation and shall not bestow any rights upon any third
parties.
Section 10. 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.
Section 11. 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 12. 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
0 - 7 -
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 610
1300 Rollingbrook
Baytown, Texas 77521
City Manager
City of Baytown
Baytown, Texas 775(70)
Section 13. Audits.
The Foundation shall provide to the City, within 90 days of
the close of the Foundation's fiscal year, its audited annual
financial statements.
Section 14. Ambiguities.
In the event of any ambiguity in any of the terms of this
contract, it shall not be construed for or against any party
hereto on the basis that such party did or did not author the
same.
Section 15. 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.
0 - 8 -
IN WITNESS WHEREOF, the parties have made and executed this
contract in multiple copies, each of which shall be an original.
0
CITY OF BAYTOWN:
BY:
EMMETT 0. HUTTO, Mayor
ATTEST:
BY:
EILEEN P. HALL, City Clark
C:5:6:1
0
THE BAYTOWN AREA /WEST CHAMBERS
COUNTY ECONOMIC DEVELOPMENT
FOUNDATION:
BY:
Chairman
ATTEST:
Secretary