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Ordinance No. 5,732901213 -25 ORDINANCE NO. 5732 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH GOOSE CREEK STREAM DEVELOPMENT COMMITTEE, INC. FOR THE ACQUISITION OF PROPERTY; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That Ordinance No. 5707 is hereby repealed. Section 2: 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 Goose Creek Stream Development Committee, Inc. for the acquisition of property. A copy of said agreement 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 20th day of December, 1990. 4ETT 0. UTTO, Mayor 4TTEST: iLEEN P. LL, City Clerk -AANDALL B. STRONG, Ci Attorney C:1:60:1 G PROPERTY DEVELOPMENT CONTRACT THE STATE OF TEXAS: COUNTY OF HARRIS THIS CONTRACT is made as of the ---------- day of OF 1990, by and between the CITY OF BAYTOWN (City) and THE GOOSE CREEK STREAM DEVELOPMENT COMMITTEE, INC. (Committee). W I T N E S S E T H: WHEREAS, the City desires to investigate and undertake ways and means of developing and enhancing Goose Creek Stream through the creation of visual and physical assets along the Goose Creek Stream; and WHEREAS, the Committee was formed for the purposes, among others, of promoting and encouraging, or causing to be promoted and encouraged, the development and enhancement of Goose Creek Stream; and WHEREAS, the City desires to contract with the Committee to provide, or cause to be provided, a means for acquiring property along Goose Creek Stream for future development; and WHEREAS, the Committee is willing, in exchange for the consideration herein provided, to provide, or cause to be provided, the services desired by the City; NOW, THEREFORE, for and in consideration of the premises and mutual convenants herein contained, it is agreed as follows: V Section 1. Services to be provided. The Committee will facilitate the acquisition by gift, donation, purchase or other means determined by the Committee, property along Goose Creek Stream between Loop 201 and Tabbs Bay. It is contemplated by the parties that the Committee will retain or use a third party, such as an established Internal Revenue Code S 501(c) (3) foundation, to hold and manage properties and funds donated or acquired, and the Committee may use funds received under this contract to pay the fees and costs associated with acquiring such services from a third party. The Committee shall advise such foundation to acquire and receive cash or other properties, both real and personal, which may be used for the development of Goose Creek Stream or sold for the purpose of using the proceeds of such sale for the development of Goose Creek Stream. The Committee shall direct said foundation to pay all taxes, assessments, impact fees, and other charges that may accrue against the properties that are donated or acquired. Section 2. Committee. The Committee shall prepare and submit to the City as soon as practicable after the end of the Committee's fiscal year a written report describing in detail the services performed by the Committee pursuant to this contract during the preceeding fiscal year. - 2 - Section 3. _Fees. For and in consideration of the services to be performed by the Committee and compliance with the terms of this contract and subject to the other provisions of this Section, the City agrees to pay to the Committee the total sum of $10,000. The sum shall be paid by January 15, 1991. The City has no other obligation or responsibility to the Committee other than payment of the above fee. Section 4. Allocated funds. Payments by the City to the Committee 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 5. Term. This contract shall be effective for the period from October 1, 1990, to September 30, 1991. It is specifically agreed that the Committee 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 6. 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 0 observed by that party. Should such a default occur, the party 3 against whom the default has occurred shall have the right to terminate all or part of its duties under this contract as of the I 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 wham the default has occurred, pending cure of the default . Section 7._ Independent contractor. The relationship of the Committee to the City shall be that of an independent contractor. The City shall have no authority to direct the day -to -day activities of the Committee, 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). Section 8. Parties in interest. This contract shall bind and benefit the City and the Committee and shall not bestow any rights upon any third parties. section 9. 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 0 performance shall not be considered a waiver of the right to 4 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 10. 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 11, NoticQs,. 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: Barbara Hinds Goose Creek Stream Development Committee, Inc. 5003 Inverness Baytown, Texas 77521 Jo Roosa City of Baytown P. C. Box 424 Baytown, Texas 77522 - 5 - � 40 Section 12. Audits. The Committee shall provide to the City, within 90 days of ;the close of the Committee's fiscal year, its audited annual financial statements. Section 13. 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 14. 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 O. HUTTO, Mayor BY: EILEEN P. HALL, City Clerk S:5:6:8 - 6 - GOOSE CREEK STREAM COMMITTEE, INC. BY: President ATTEST: