Ordinance No. 7,783n
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960912 -6
ORDINANCE NO. 7783
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO A PROPERTY
DEVELOPMENT CONTRACT WITH GOOSE CREEK STREAM
DEVELOPMENT COMMITTEE, INC., FOR LAND ACQUISITION AND
DEVELOPMENT OF THE GOOSE CREEK STREAM GREENBELT PROJECT;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF TEN
AND NO /100 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 the City Clerk of the City of Baytown to execute and attest to a Property
Development Contract with Goose Creek Stream Development Committee, Inc., for land acquisition
and development of the Goose Creek Stream Greenbelt project. A copy of said contract 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 Goose
Creek Stream Development Committee, Inc., of the sum of TEN AND NO/ 100 DOLLARS ($10.00),
pursuant to the Agreement.
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 12th day of September, 1996.
4
ATTEST: ;
EIL,EEN,P. HALL, City Clerk
APPROVED AS TO FORM:
161<ACIO RAMIREZ, SR. ity Attorney
cAklh20kity council lordinanceslgoosecreek.ord
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PETE C. ALFAR , Mayor
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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 any of the day -to -day activities of the Committee, and shall have
no other rights, except as provided herein, 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
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 exercises 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, rules,
regulations and ordinances of the United States of America, the State of Texas, the City of Baytown,
and any regulatory body or officer having jurisdiction, as such laws now exist or may hereafter be
enacted or amended. The place of making and the place of performance for all purposes shall be
Baytown, Harris County, Texas.
Section 11: No right to arbitration.
Notwithstanding anything to the contrary contained in this Agreement, the City and the
Committee hereby agree that no claim or dispute between the City and the Committee arising out of
or relating to this Agreement shall be decided by any arbitration proceeding including, without
limitation, any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1 -14), or any
applicable State arbitration statute, including, but not limited to, the Texas General Arbitration Act,
provided that in the event that the City is subjected to an arbitration proceeding notwithstanding this
provision, the Committee consents to be joined in the arbitration proceeding if the Committee's
presence is required or requested by the City of complete relief to be recorded in the arbitration
proceeding.
• ProneM, Development Contract, Page 3
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 preceding fiscal year.
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 TEN AND NO/ 100 DOLLARS ($10.00) and other valuable
consideration, all of which is hereby acknowledged, received and paid. The City has no other
obligation or responsibility to the Committee other than payment of the above- referenced 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 purposes of purchasing the services provided in this contract.
Section 5. Term.
This contract shall be effective from October 1, 1996, toy September 30, 1997. 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 G. Termination.
Either party hereto may terminate this Agreement without cause by giving of ten (10) days'
written notice to the other party of such party's intent to terminate this Agreement. In the event of
such termination, the Committee shall reimburse the City any portion of the fee originally paid by the
City for the Committee's services under this contract not yet expended as of the date which the non -
terminating party receives the notice of termination.
0 Property Development Contract. Page 2
is PROPERTY DEVELOPMENT CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS CONTRACT is made as of the _ day of ' 1996, by and
between the CITY OF BAYTOWN ( "City ") and THE GOOSE CREEK STREAM
DEVELOPMENT COMMITTEE, INC. ( "Committee ")
WITNESSETH:
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 covenants herein
contained, it is agreed as follows:
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 State Highway 146 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 §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 for 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
0 Property Development Contract, Page 1
EXHIBIT A
Section 12. Notices.
All notices required or permitted to be given hereunder shall be given in writing by telecopier,
overnight or facsimile transmission, certified or registered mail at the respective addresses of the
parties set forth herein or at such other address as may be designated in writing by either party.
Notice given by mail shall be deemed given when actually received or, if earlier, on the third day
following deposit in a United States Postal Services' post office or receptacle with proper postage
affixed; provided the same is addressed to the address described below or at such other address as
the receiving party may have theretofore prescribed by notice to the sending party:
Goose Creek Stream Development Committee, Inc.
Attn: Barbara Hinds
4501 Country Club View
Baytown, TX 77521
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown Texas 77522 -0424
Fax No, 420 -6586
Section 13. Audits.
The Committee shall provide to the City, within ninety (90) days of the close of the
Committee's fiscal year, its audited annual financial statements. Furthermore, the City upon no more
than two (2) days' notice to the Committee may review the Committee's books and records, as may
be deemed necessary by the City, to ensure that monies provided by the City for the services stated
herein are being properly utilized.
Section 14. Ambiguities.
In the event of any ambiguity in any of the terms of this contract 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. Any oral representation or
modifications concerning this Agreement shall be of no force or effect excepting a subsequent
modification in writing signed by all parties hereto.
® Prope #}' DeveloMmcnt Contract, Page 4
Section 16. Sale of interest.
The Committee shall not sell, assign or transfer any of the rights or obligations under this
contract in whole or in part without prior written consent of the City, nor shall the Committee assign
any monies due to become due to it hereunder without the previous written consent of the City.
Should the Committee propose a sale, assignment or transfer of its right and /or obligations under this
contract, the City may require any records or financial statements necessary in its opinion to ensure
such sale or assignment will be in the best interest of the City.
Section 17. Severability.
All parties agree that should any provision of this Contract be determined to be invalid or
unenforceable, such determination shall not effect any other term of this contract, which shall
continue in full force and effect.
Section 18. Authority.
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 Agreement 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 1996, the date of execution by
the Mayor of the City of Baytown.
City of Baytown:
PETE C. ALFARO, Mayor
ATTEST:
EILEEN P. HALL, City Clerk
4 R ACO M, torney
c:k1h20`contmctslgoosecreek
PropeM Development Contract, Page 5
Goose Creek Stream Committee, Inc.:
BARBARA H. I -IINDS, President
ATTEST:
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