Ordinance No. 14,131ORDINANCE NO. 14,131
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 N011O0 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°'0).
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 of the City Council of the City of
Baytown this the 8"' day of August, 2019.
_L — '_
B NDON CAPETILLO, Ma or
A ST:
—A
LETICIA BRYSC ty Clerk
APPROVED AS TO FORM:
NACIO RAMIREZ, SR., C't Att rney
COBFSOUegahl(arenTiles City Council Ordinances\20191August 8 EconomicAllianceHoustonPortRegionOrdinance.doc
Exhibit "A"
ECONOMIC DEVELOPMENT SERVICES AGREEMENT
FOR TOURISM AND PROMOTION SERVICES
2019 - 2022
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,
(hereinafter the "Economic Alliance"), and the City of Baytown, a home -rule municipal corporation
(the "City") for the purposes described herein.
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 specifically has undertaken a tourism development project — the San Jacinto Texas
Historic District; and
WHEREAS, the City of Baytown has enacted a hotel occupancy tax for the purposes
provided in Chapter 351 of the Texas Tax Code; and
WHEREAS, Section 351.101(a) of the Texas Tax Code authorizes the City to use revenue
from its municipal hotel occupancy tax to promote tourism and the convention and hotel industry
by advertising and conducting solicitations and promotional programs to attract tourists and
convention delegates or registrants to the municipality or its vicinity; and
WHEREAS, the City desires to participate in cooperative projects with the Economic
Alliance through the San Jacinto Texas Historic District in order to enhance and promote tourism
and the convention and hotel industry in the City and its vicinity; and
WHEREAS, the Economic Alliance is qualified and willing to perform such 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 Economic Alliance and the City
(collectively the "Parties"), as well as to the citizens of the City of Baytown, Texas, the Parties have
agreed and do hereby agree as follows:
ARTICLE I
Qualifications of the Economic Alliance
The Economic Alliance represents that:
a. the Economic Alliance is a non-profit entity that is authorized to promote tourism in 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 tourists to East Harris
County through the development of the San Jacinto Texas Historic District and other
projects; and
c. the Economic Alliance hereby agrees to participate in joint projects and coordinate its
activities with the City in an effort to reduce duplication of services and to enhance
cooperation regarding tourism development.
Economic Development Services Agreement, Page 1
ARTICLE II
Scope of Services
2.01 For and in consideration of the payment by the City to the Economic Alliance, the
Economic Alliance agrees to use such hotel tax funds for advertising and conducting
solicitations and promotional programs to attract tourists to the City in a manner that
directly enhances and promotes tourism and the convention and hotel industry. To that
end, the Economic Alliance will provide to the City of Baytown the following services:
a. Promote or advertise the City of Baytown and its surrounding area to attract
conventions, visitors and businesses;
b. Present Baytown in the marketing materials and programs of the Economic
Alliance, including its regional website and the San Jacinto Texas Historic
District;
c. Provide copies of Economic Alliance publications;
d. Invite City officials and staff to all events, workshops or forums organized
and/or hosted by the Economic Alliance;
e. Reserve one voting membership position on the Board of Directors of the
Economic Alliance for a designee of the Baytown Chamber of Commerce; and
f. Reserve one voting membership position on the Board of Directors of the
Economic Alliance for a designee of the City of Baytown; and
g. Perform such other duties as may be agreed upon between the Parties from
time to time in writing.
2.02 The Economic Alliance agrees to demonstrate strict compliance with the record keeping
and apportionment limitations imposed by Sections 351.101(f), 351.103 and 351.104 of the Texas
Tax Code, as applicable. The Economic Alliance shall not utilize hotel occupancy tax funds for any
expenditure which has not been specifically documented to satisfy the purposes set forth in
Sections 2.01 hereinabove.
2.03 The Economic Alliance shall prepare and submit to the City Manager of the City an annual
budget for approval by the City Council, for such operations of the Economic Alliance funded by
hotel occupancy tax revenue. This budget shall specifically identify proposed expenditures of hotel
tax funds by the Economic Alliance. Based upon the budget, the City should be able to audit
specifically the purpose of each individual expenditure of hotel occupancy tax funds from the
separate account relating to hotel tax funds. The City shall not pay to the Economic Alliance any
hotel tax revenues unless a budget has been approved in writing by the City Council authorizing the
expenditure of funds. The Economic Alliance acknowledges that the approval of such budget by
the City Council creates a fiduciary duty in the Economic Alliance with respect to the hotel
occupancy tax funds paid by the City to the Economic Alliance under this Agreement. The
Economic Alliance shall expend hotel tax occupancy funds only in the manner and for the purposes
specified in this Agreement and in the budget as approved in writing by the City Council.
Economic Development Services Agreement, Page 2
2.04 The Economic Alliance shall maintain any hotel tax funds paid to the Economic Alliance by
the City in a separate account and shall not commingle such funds with any other money.
2.05 The Economic Alliance shall maintain complete and accurate financial records of each
expenditure of the hotel occupancy tax funds made by the Economic Alliance. These funds shall be
classified as restricted funds for audited financial purposes, and may not be used for contracted
services, including, but not limited to, auditing fees and attorney fees. Upon reasonable advance
written request of the City Manager or his designee, the Economic Alliance shall make such
financial records available for inspection and review and shall provide copies of the same if so
requested. The Economic Alliance understands and accepts that all such financial records, and any
other records relating to this Agreement shall be subject to the Texas Public Information Act, as
hereafter amended, and the Local Government Records Act, as amended.
2.06 After initial receipt of the hotel occupancy tax funds, the Economic Alliance shall furnish to
the City an annual report, including:
(1) a completed financial report,
(2) a list of the expenditures made or copies of the invoice or receipts with regard to hotel
occupancy tax funds pursuant to TEX. TAX CODE 351.101(c), and
(3) A copy of all financial records (e.g. copies of front and back cleared checks or bank
statements, and other relevant documentation).
The Economic Alliance shall prepare and deliver all reports to the City Clerk in a form and
manner approved by the City Manager or his designee. The Economic Alliance shall
respond promptly to any request from the City Manager or his designee for additional
information relating to the activities performed under this Agreement.
2.07 Thirty (30) days after the end of each year of this Agreement and at such other times as
may be requested by the City Manager, the Economic Alliance will furnish to the City a
performance report of its work under this Agreement which shall reflect overall activities
conducted, expenditures made pursuant to this Agreement, and other information as may be
required by the City.
ARTICLE III
Term
3.01 Subject to Section 3.02 and Article V, this Agreement is for the period beginning July 1,
2019 and ending June 30, 2022.
3.02 It is expressly understood and agreed by both the Economic Alliance and the City that any
term of this Agreement beyond the first calendar year Agreement is contingent upon funds being
appropriated by the City Council of the City for services to be provided pursuant to this Agreement.
Should funds not be appropriated, this Agreement shall become null and void without further
notice and both parties shall be relieved of any and all obligations hereunder after the expiration of
the period for which funds were appropriated, with the exception of the liabilities and obligations
assumed by the Economic Alliance herein.
Economic Development Services Agreement. Page 3
ARTICLE IV
Terms of Payment and Service Reporting
4.01 Subject to Section 4.04 of this Agreement the City agrees to pay the Economic Alliance an
amount not to exceed THIRTY THOUSAND AND NO/100 DOLLARS ($30,000.00) over a three-year
contract period, billed in annual installments of TEN THOUSAND AND NO/100 DOLLARS
($10,000.00). Such payment shall be made from hotel occupancy tax revenues. The parties
understand and agree that the City's obligation hereunder shall not be greater than the actual
expense incurred by the Economic Alliance in performing the services required hereunder.
4.02 The Economic Alliance shall submit three annual billing statements to the City, each for TEN
THOUSAND AND NO/100 DOLLARS ($10,000.00), within thirty (30) days of July 1, 2019, July 1, 2020
and July 1, 2021.
4.03 The City shall process such statements and make payment within thirty (30) days after
receiving a proper invoice therefor.
4.04 The parties understand and agree that any funds not used for advertising and conducting
promotional programs to attract tourists to the Baytown area in accordance with this Agreement in
any given year shall be refunded to the City within fifteen (15) days after the conclusion of each
such year.
ARTICLE V
Termination
5.01 Either party may terminate this Agreement upon ten (10) days' written notice for any or no
reason.
5.02 Either party may terminate this Agreement upon thirty (30) days' written notice upon
default by the other party. Default by a party occurs if the party fails to perform or observe any of
the terms and conditions of this Agreement required to be performed or observed by that party.
Should a default occur, the party against whom the default has occurred has the right to terminate
all or part of its duties under this Agreement as of the thirtieth (30`h) day following the receipt by
the defaulting party of a notice describing the default and intended termination, provided: (i) the
termination is ineffective if within the thirty-(30) day period the defaulting party cures the default
or (ii) the termination may be stayed, at the sole option of the party against whom the default has
occurred, pending cure of the default.
5.03 Should this Agreement be terminated pursuant to Section 5.01 or 5.02, within ten days
from the termination notification, the Economic Alliance shall provide a listing of expenditures that
have occurred since the annual period for which funds were last appropriated together with a final
accounting of all expenditures and tax funds on the day of termination.
Any use of remaining funds by the Economic Alliance after notification of termination and prior to
termination is conditioned upon such contractual obligations having been incurred and entered
into in the good faith performance of those services contemplated in Section 1.1, and further
conditioned upon such contractual obligations having a term not exceeding the portion of the term
of this Agreement for which funds have been appropriated.
Economic Development Services Agreement, Page 4
ARTICLE VI
Miscellaneous
6.01 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.
6.02 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.
6.03 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.
6.04 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.
6.05 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 BAYTOWN: CITY OF BAYTOWN
Attn: City Manager
2401 Market Street
Baytown, Texas 77520
If to the ECONOMIC ALLIANCE: ECONOMIC ALLIANCE HOUSTON PORT REGION
Attn: Chad Burke, President/CEO
203 Ivy Avenue, Ste 200
Deer Park, Texas 77536
6.06 If any of the terms, provisions, covenants, conditions or any other part of this Agreement is
held for any reason to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants, conditions or any other part of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
6.07 This Agreement contains the entire agreement of the parties, superseding all oral or
written previous and contemporaneous agreements between the Parties relating to the matters
herein. Any changes or amendments hereto must be in writing and signed by both parties.
6.08 By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of this Agreement
or any other contract or agreement, charter provision, or applicable state law. Nothing contained
Economic Development Services Agreement. Page 5
herein shall be construed in any way so as to waive in whole or part the City's sovereign immunity.
The Economic Alliance assumes full responsibility for its work performed hereunder and hereby
releases, relinquishes, discharges and holds harmless the City, its officers, agents, and employees
from all claims, demands, and causes of action of every kind and character, including the cost of
defense thereof, for any injury to or death of any person (whether they be either of the parties
hereto, their employees, or other third parties) and any loss of or damage to property (whether the
property be that of either of the parties hereto, their employees, or other third parties) that is
caused by or alleged to be caused by arising out of, or in connection with the Economic Alliance's
work to be performed hereunder. This release shall apply with respect to the Economic Alliance's
work regardless of whether said claims demands, and causes of action are covered in whole or in
part by insurance.
6.09 The Economic Alliance shall not assign this Agreement without first obtaining the written
consent of the City.
6.10 The headings of this Agreement are for the convenience of reference only and shall not
affect in any manner any of the terms and conditions hereof.
6.11 In the event of any ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party hereto on the basis that such party did or did not author the
same.
6.12 The officers executing this Agreement on behalf of the Parties hereby represent that such
officers have full authority to execute this Agreement and to bind the party he/she represents.
IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies,
each of which shall be deemed to be an original, but all of which shall constitute but one and the
same agreement on the day of
Manager of the City of Baytown.
ATTEST/SEAL:
By:
Name Printed:
Title:
Date Signed: _
Economic Development Services Agreement. Page 6
2019, the date of execution by the City
ECONOMIC ALLIANCE
HOUSTON PORT REGION
By:
Name Printed:
Title:
Date Signed:
ATTEST/SEAL:
By:
Name Printed:
Title:
Date Signed: _
Economic Development Services Agreement, Page 7
CITY OF BAYTOWN
By:
Name Printed:
Title:
Date Signed: