Ordinance No. 8,068970911 -13
ORDINANCE NO. 8068
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE
AND THE CITY CLERK TO ATTEST TO A SOCCER DEVELOPMENT AND
PROGRAM CONTRACT WITH THE EAST HARRIS COUNTY SOCCER SPORTS
ASSOCIATION, INC.; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE
SUM OF TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00); MAKING
OTHER PROVISIONS RELATED THERETO; 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 Soccer Development and Program
Contract with the East Harris County Soccer Sports Association, Inc. 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 East Harris
County Soccer Sports Association, Inc., of the sum of TWENTY -FIVE THOUSAND AND NO /100
DOLLARS ($25,000.00), pursuant to the contract.
Section 3: That pursuant to the provisions of Texas Local Government Code Annotated §
252.048, the City Manager is hereby granted general authority to approve any change order involving a
decrease or an increase in costs of FIFTEEN THOUSAND AND NO /I00 DOLLARS ($15,000.00) or less,
subject to the provision that the original contract price may not be increased by more than twenty-five
percent (25 %) or decreased by more than twenty -five percent (25 %) without the consent of the contractor
to such decrease.
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 11 th day of September, 1997.
PETE C. ALFARO, Mayor
ATTEST:
EMEEN 0' City Clerk
APPROVED AS TO FORM:
94Z�z-,:4/
ACIO RAMIREZ, R., City Attorney
C :\MyDocuments\Counci]\Meetings\ September \SoccerDevelopProgramK. I Ldoc
SOCCER DEVELOPMENT AND PROGRAM CONTRACT
40 STATE OF TEXAS §
COUNTY OF HARRIS §
THIS CONTRACT is made as of the day of September, 1997, by and between the
CITY OF B AYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas,
hereinafter called `'City," and THE EAST HARRIS COUNTY SOCCER SPORTS
ASSOCIATION, INC., a Texas non -profit corporation, hereinafter called "Association."
WITNESSETH:
WHEREAS, City desires to desires to promote the location and development of parks and
related facilities and activities for its citizens; and
WHEREAS, Association desires to provide recreational facilities for the general public, to
promote the sport and hobby of soccer, and to develop within the general public the spirit of good
sportsmanship and cooperation, as well as provide a means to actively and recreationally occupy the
time and leisure of the citizens of Baytown; and
WHEREAS, Association was formed for the purposes, among others, of establishing a local
public park kti-ith over forty (40) soccer fields and other sports - related facilities to be located at the
intersection of North Main and County Road 1942, more particularly described as follows:
Being a recreational area located on a tract of land being a part of East Harris County
Soccer Sports Complex, in Harris County, Texas. Said recreational area being
located on the tract of land described in deed dated September 12, 1985, from Phil
R. Kensinger, Trustee to the County of Harris, recorded in the Official Public
Records of Real Property of Harris County, Texas, at County Clerk's File Number
K268116, Film Code Number 030 -63 -005 1,
hereinafter called "Premises "; and
WHEREAS, City desires to contract with Association to develop, organize and manage, or
cause to be developed, organized and managed, on the Premises soccer fields, as conceptually
depicted in Exhibit "A," which is attached hereto and made a part hereof by this reference for all
intents, soccer programs and other recreational activities for the citizens of Baytown; and
WHEREAS, the Association is willing, in exchange for the consideration herein provided,
to develop, organize and manage, or cause to be developed, organized and managed, soccer fields,
410 soccer programs, and other recreational activities, which w1h enhance the community's appeal,
provide major green space for the community and allow citizens to participate in organized soccer
activities; and
BNOW A
Soccer Development and Proi_,rani Coniract, Page I
WHEREAS, it is projected that the development and operation of the Premises as described
herein will cause a substantial increase of business for hotels, restaurants and retail establishments
within the City of Baytown, thus promoting the economic development of the City of Baytown;
10 NOW THEREFORE, for and in consideration of the premises and mutual covenants herein
contained, it is agreed as follows:
Section 1. Representations and Warranties of Association.
Association hereby represents and warrants as follows:
a) The Association is engaged in an on -going effort to develop the East Harris County
Soccer Sports Complex on the Premises, to bring sporting events to the
Baytown/East Harris County area and to encourage and provide recreational sporting
activities for the citizens of the Bayto%v V`East Harris County area.
b) The Association covenants that it shall actively work to productively coordinate its
activities with the City's Parks and Recreation Department in an effort to reduce
duplication of services.
C) The Association represents and warrants that it is a non - profit corporation, the
principal purpose of which is the promotion of sports, recreational and soccer
activities in the Baytown/East Harris County area:
Section 2. Services to be Provided.
The Association shall provide the following development, organizational and management
services:
a) Association shall develop the Premises, organize and manage sports programs as well
as schedule soccer and other recreational activities.
b) Association agrees to develop, organize and manage or cause to be developed,
organized and managed, the following:
1. the East Harris County Soccer Sports Association, Inc., Fields, in accordance
with its conceptual plan;
2. soccer programs and events; and
3. other recreational activities.
It is the intent of the Association that these facilities and programs shall be designed
to enhance the community's appeal, to provide major green space for the community
and to allow citizens to participate in organized soccer activities.
Soccer Devet_opment and PmZram Contract, Pale 2
C) The Association shall encourage the dissemination of accurate and detailed
information concerning the soccer fields, soccer activities and other recreational
facilities and opportunities, which may be used and enjoyed by the citizens in the
® Baytown/East Harris County area. Furthermore, such advertisements shall be
designed also to draw attention to the Baytown area's strengths and the amenities it
offers.
0
d) The Association agrees to participate in joint projects of mutual benefit with or
supply appropriate information requested by other sports /recreational non - profit
organizations and governmental entities.
Section 3. Association Reports.
The Association 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 Association pursuant to this contract during the previous quarter.
The Association shall prepare and submit to the City, as soon as practicable after the end of
the Association's fiscal year, a written report describing in detail the services performed by the
Association pursuant to this contract during the preceding fiscal year.
Section 4. Fees.
For and in consideration of the services to be performed by the Association and compliance
with the terms of this contract and subject to the other provisions of this section, the City agrees to
pay to the Association the total sum of TWENTY -FIVE THOUSAND AND NO /100 DOLLARS
(S25,000.00). The sum shall be paid in two installments of $12,500.00 during the term of this
Contract with the first payable on October 1, 1997, and the second payable on May 1, 1997.
Section 5. Allocated Funds.
Payments by the City to the Association 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, 1997, to September 30, 1998,
unless sooner terminated by either party hereto pursuant to the terns hereof. It is specifically agreed
that the Association 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.
Soccer Development and Proeram Contract, Pale 3
Section 7. Indemnity.
The Association shall conduct the Association's activities upon the East Harris County
0 Sports Complex so as not to endanger any person lawfully thereon.
THE ASSOCIATION AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS,
AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION,
SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEYS' FEES, FOR INJURY TO OR
DEATH OF ANY PERSON, OR FOR ANY AND ALL DAMAGES ARISING OUT OF OR
IN CONNECTION WITH THE SERVICES PROVIDED BY THE ASSOCIATION
PURSUANT TO THIS AGREEMENT, THE CONDUCT OR MANAGEMENT OF THE
ASSOCIATION'S BUSINESS OR ACTIVITIES, OR FROM ANY OTHER ACT OR
OMISSION BY THE ASSOCIATION, ITS AGENTS, SERVANTS, EMPLOYEES,
SUBCONTRACTORS, GUESTS, OR INVITEES WHEN PERFORMING SERVICES IN
ACCORDANCE WITH THIS AGREEMENT, WHERE SUCH INJURIES, DEATH OR
DAMAGES ARE CAUSED BY THE JOINT NEGLIGENCE OF THE CITY AND ANY
OTHER PERSON OR ENTITY AND /OR BY THE JOINT OR SOLE NEGLIGENCE OF
THE ASSOCIATION. IT IS THE EXPRESSED INTENTION OF THE PARTIES
HERETO, BOTH THE ASSOCIATION AND THE CITY, THAT THE INDEMNITY
PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY BY THE ASSOCIATION TO
INDEMNIFY AND PROTECT THE CITY, ITS OFFICERS, AGENTS AND
EMPLOYEES FROM THE CONSEQUENCES OF (n THE CITY'S OWN NEGLIGENCE,
WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING
INJURY, DEATH OR DAMAGE AND /OR (II) THE ASSOCIATION'S .JOINT AND /OR
SOLE NEGLIGENCE. FURTHERMORE, THE INDEMNITY PROVIDED FOR IN THIS
PARAGRAPH SHALL HAVE NO APPLICATION TO THE CITY FOR ANY CLAIM,
LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WHERE THE INJURY,
DEATH OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE CITY,
UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. IN THE
EVENT THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE CITY
BY REASON OF ANY OF THE ABOVE, THE ASSOCIATION FURTHER AGREES AND
COVENANTS TO DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE CITY.
The indemnity provided hereinabove shall survive the termination and/or expiration of this
Agreement.
S. Insurance
Throughout the term of this Agreement, the Association at the Association's own expense
shall purchase, maintain and keep in force and effect insurance against claims for injuries to or death
® of persons or damages to property which may arise out of or result from the Association's operations
and/or performance of its obligations under this Agreement, whether such operations and/or
obligations be by the Association., its agents, representatives, volunteers, employees or
Soccer Development and Procram Contract, Page 4
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone for whose
acts any of them may be liable.
The Association's insurance coverage shall be primary insurance with respect to the City and
its volunteers and agents. Any insurance or self - insurance maintained by the City, its officials,
employees or volunteers shall be considered in excess of the Association's insurance and shall not
contribute to it. Further, the Association shall include all subcontractors as additional insureds under
its policies or shall furnish separate certificates and endorsements for each subcontractor. All
coverages for subcontractors shall be subject to all of the requirements stated herein.
The following is a list of standard insurance policies along with their respective minimum
coverage amounts required in this Agreement:
(1) Workers' Compensation Policy;
• Statutory amounts required by Texas law.
• Employers' Liability: $500,000.
• Should Association have no employees, Association shall sign an affidavit to
such effect and shall indemnify, protect, and defend the City from any claim
arising from a person claiming to be an employee of Association.
(2) Commercial General Liability Policy;
• General aggregate of $1,000,000 and
• Minimum of $500,000 per occurrence.
• Coverage shall be at least as broad as ISO CG 00 01 10 93.
• No coverage shall be deleted from standard policy without notification of
individual exclusions being attached for review and acceptance by the City.
(3) Automobile Liability Policy, which shall include all owned and hired autos, if
applicable, and
• Combined single limits of 5500,000 or
• Limits of
$100,000 for bodily injury per person
$300,000 for bodily injury per accident
$100,000 for property damage per accident.
• Coverage for "Any Auto."
Before performing any of the obligations pursuant to this Agreement or occupying the
improvements on the property, the Association shall file with the City valid certificates of insurance
and endorsements acceptable to the City. Such certificates shall contain a provision that coverages
afforded under the policies will not be canceled, suspended, voided, or reduced until at least sixty
(60) days' prior written notice has been given to the City via certified mail, return receipt requested.
The following are general requirements which are applicable to all policies:
I. General Liability and Automobile Liability insurance shall be written by a carrier
® with an A.M. Best Rating ofA:VII or higher in accordance with the current Best Key
Rating Guide.
Soccer Development and Program Contract, Page 5
2. Only insurance carriers licensed and admitted to do business in the State of Texas
will be accepted.
3. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on
a per occurrence basis for property damage only.
4. Claims -made policies will not be accepted.
5. The City, its officials, employees and volunteers, are to be added as `'Additional
Insureds" to the General Liability Policy. The coverage shall contain no special
limitation on the scope of protection afforded to the City, its officials, employees or
volunteers.
6. A waiver of subrogation in favor of the City with respect to Workers' Compensation
Insurance must be included.
7. Upon request, certified copies of all insurance policies and/or certificates of insurance
shall be furnished to the City without cost to the City. Additionally, certificates of
insurance showing evidence of insurance coverage shall be provided to the City on
or before the execution of this Agreement.
Section 9. 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 10" 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 10 -day period the defaulting party cures the default, or (2) such termination
may be stayed, at the sole option of the party against whom the default has occurred, pending cure
of the default. However, it is expressly understood and agreed that should the agreement for the use
of the Premises between Association and Harris County terminate according to the provisions
thereof, this Agreement will terminate automatically, with no notice or opportunity to cure being
required_
Upon the termination of this Agreement, both parties shall be relieved of their respective
obligations herein stated, except the indemnity provision contained herein shall survive such
termination.
Section 10. Refund.
If the Association does not obtain the approval of the plans and specifications by the
® Commissioners Court of Harris County for the development of the soccer fields on or before
March 1, 1998, the Association hereby agrees to refund all monies previously paid by the City to the
Association pursuant to this Agreement. In such an event, this Agreement shall be automatically
terminated and have no further force and effect.
Soccer Development and Program Contract, Page 6
Section 11. Independent Contractor.
The relationship of the Association 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 Association's
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 Association 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 12. parties in Interest.
This contract shall bind and benefit the City and the Association and shall not bestow any
rights upon any third parties.
Section 13. 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 14. 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 15. 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:
Soccer Develo nient and Program Contract, Page 7
Association
East Harris County. Soccer Sports Association, Inc.
Attn: President
P.O. Box 1670
Baytown, TX 77522 -1670
Fax: (281) 424 -5249
Citv
City of Baytown
Attn: City Manager
P. 0. Box 424
Baytown, Texas 77322 -042=4
Fax: (281) 420 -686
Section 16. Audits.
The Association shall provide to the City, within ninety (90) days of the close of the
Association's fiscal year, its annual financial statements. The City may, at any time it chooses, to
conduct or cause to be conducted an audit of the Association's records and financial transactions.
The cost of said audit will be borne by the City. The Association shall make available all of its
records in support of the audit.
Section 17. 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 18. 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 representations
or modifications concerning this instrument are of no force or effect excepting a subsequent
modification in writing signed by all the parties hereto.
Section 19. Assignment or Transfer of Rights or Obligations.
The Association shall not sell, assign, or transfer any of its rights or obligations under this
contract in whole or in part without prior written consent of City, nor shall the Association assign
any monies due or to become due to it hereunder without the previous consent of the City.
Soccer Development and ProEzram Contract, Page S
• • •
Section 20. Severability.
All parties agree that should any provision of this contract be determined to be invalid or
unenforceable, such determination shall not affect any other term of this contract, which shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have made and executed this contract in multiple
copies, each of which shall be an original.
CITY OF BAYTOWN EAST HARRIS COUNTY SOCCER
SPORTS ASSOCIATION, INC.
�� e 771�
PETE C. ALFARO, Mayor MARTIN HOCHBERG, President
Y
ATTEST: AT
QQ � SkAtkj_b&di
EILEEN P. HAL , City Clerk (Signature) /
APPROVED AS TO FORM: KAspemic
(Printed Name)
e y 7,g sv e._
ACIO RAMIREZ, ., City Attorney (Title)
c:kl h57\contracts\EastHarrisCountySportsComplex090997
Soccer Development and Program Contract, Page 9
• S
STATE OF TEXAS §
COUNTY OF HARRIS §
VERIFICATION
BEFORE ME, the undersigned Notary Public, on this day personally appeared Martin
Hochberg, who being by me duly sworn, on his oath deposed and said that he is the President of
the East Harris County Soccer Sports Association, Inc., duly authorized to make the foregoing
statement on its behalf for the purposes and upon the conditions specified therein, and that the
foregoing statement is based upon his personal knowledge and the statements contained therein
are true and correct.
MARTIN HOCHBERG
SUBSCRIBED AND SWORN TO BEFORE ME on the 17 day of October, 1997.
NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS
/OFy+
',,,,'31-200��•.•
•gnuun00