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Ordinance No. 6,354920924 -9 ORDINANCE NO. 6354 . 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; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF TWENTY -FIVE THOUSAND AND N01100 ($25,000.00) DOLLARS; 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: The City Council of the City of Baytown hereby authorizes payment of the sum of TWENTY -FIVE THOUSAND AND N01100 ($25,000.00) DOLLARS, to the Baytown Area /West Chambers County Economic Development Foundation, pursuant to the contract. Section 3: 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 24th day of September, 1992. BY DILLE, Mayor ATTEST: EILEEN P. HALL, City Clerk '34 ACIO RAMIREZ, fj., City Attorney C:1:28:3 • ECONOMIC DEVELOPMENT CONTRACT THE STATE OF TEXAS S S COUNTY OF HARRIS S is THIS CONTRACT is made as of the day of , 1992, 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 UMBIT A • which are intended to expand the tax base and the employment base of Baytown and the surrounding area; and r� U 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: Sect gn 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 - • 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 areas 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, • the City of Baytown, and other agencies that would - 3 - • 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. 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 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 first payable on October 1, 1992. - 4 - • 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, 1992, to September 30, 1993. 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, 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. - 5 - • Section 8. IndeDgndent 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' FoundationIs 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 9. 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 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 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 P. O. Box 424 Baytown, Texas 77522 -0424 - 7 - • n 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. 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. 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: BOBBY J. CREDILLE, Mayor ATTEST: BY: EILEEN P. HALL, City Clerk C:5:6:1 - 8 - THE BAYTOWN AREA /WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION: BY: Chairman ATTEST: Secretary