Ordinance No. 6,783930923 -10
ORDINANCE NO. 6783
• 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
DOLLARS ($25,000.00); 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
DOLLARS ($25,000.00) 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 23rd day of
September, 1993.
Xz c ate-
PETE C. ALIFARO, Mayor
ATTEST:
YNDA KV.SIRE, Deputy /Vity
Cia ACiO RAMIREZ, ., City Attorney
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ECONOMIC DEVELOPMENT CONTRACT
• STATE OF TEXAS S
S
COUNTY OF HARRIS $
THIS CONTRACT is made as of the day of
1993, by and between the CITY OF BAYTOWN (City) and THE BAYTOWN
AREA /WZST CHAMBERS COUNTY ECONOMIC DEVELONME T 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 which are
intended to expand the tax base and the employment base of Baytown
and the surrounding area; and
EXHIBIT A
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 covenants herein contained, it is agreed as follows:
Bection 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 of which is the promotion of economic
development in the Baytown and West Chambers County area.
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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,
the City of Baytown, and other agencies that would
facilitate and encourage economic growth. The Foundation
may develop advice on policy and budgetary priorities,
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tax abatement, desirable regulatory changes, and
• incentives likely to result in business relocations and
expansions in the Baytown area.
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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 a 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 preceding 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 TWENTY -FIVE THOUSAND AND
N01100 DOLLARS ($25,000.00). The sum shall be paid in quarterly
installments of $6,250.00 with the first payable on October 1,
1993.
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• Section S. 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.
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Section 6. Term.
This contract shall be effective for the period from October
1, 1993 to September 30, 1994. 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: (1) such termination
shall be ineffective if within said 30 -day period the defaulting
party cures the default, or (2) such termination may be stayed, at
the sold option of the party against whom the default has occurred,
pending cure of the default.
section •. 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 Foundationts
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 confidentially 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
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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
1300 Rollingbrook, Suite 610
Baytown, Texas 77521
City Manager
City of Baytown
P. O. Box 424
Baytown, Texas 77522 -0424
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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 is. 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: BAYTOWN AREA /WEST CHAMBERS
COUNTY ECONOMIC DEVELOPMENT
FOUNDATION:
By /. U e. eW"4 By
PETE C. AL FARO, Mayor CHAIRMAN
ATTEST:
ATTEST:
By By
EILEEN P. HALL, City Clerk Secretary
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