Ordinance No. 8,98820000914 -6
ORDINANCE NO. 8988
AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO
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EXECUTE AND THE CITY CLERK TO ATTEST TO AN ECONOMIC
DEVELOPMENT CONTRACT WITH BAYTOWN AREA/WEST CHAMBERS
COUNTY ECONOMIC DEVELOPMENT FOUNDATION; AUTHORIZING
PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF TWENTY -FIVE
THOUSAND AND NO /100 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 City Manager and the City Clerk of the City of Baytown to execute and attest to an
Economic Development Contract with 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: That the City Council of the City of Baytown authorizes payment to Baytown
Area/West Chambers County Economic Development Foundation, of the sum of TWENTY -FIVE
THOUSAND AND NO 1100 DOLLARS ($25,000.00), 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 14'h day of September, 2000.
PETE C. ALFAR , Mayor
ATTEST:
G_AkY W. SMITH, City Clerk
APPROVED AS TO FORM:
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ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS CONTRACT is made as of the day of , 2000, by and between
the CITY OF BAYTOWN, a municipal corporation, hereinafter called "City," and THE
BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT
FOUNDATION, hereinafter called "Foundation."
WITNESSETH:
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 businesses, 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
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:
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Economic Development Contract, Page 1
® Section 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.
Section 2. Services to be Provided.
The Foundation shall provide the following economic development services:
A. Business Assistance Programs. The Foundation shall develop 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 shall 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 Foundation shall
develop 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. The Foundation shall 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, tax abatement, desirable regulatory
changes, and incentives likely to result in business relocations and expansions in the
Baytown area.
Economic Development Contract, Page 2
® E. Cooperation With Other Entities. The Foundation shall 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 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 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 NO /100 DOLLARS
($25,000.00). The sum shall be paid in quarterly installments of $6,250.00 with the first payable on
October 1, 2000.
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, 2000, to September 30, 2001.
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
Economic Development Contract, Page 3
® ineffective if within said 30 -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.
Section 8. 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 Foundation'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 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
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® 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:
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FOUNDATION
Baytown Area/West Chambers County Economic Development Foundation
Attn: Executive Director
1300 Rollingbrook, Suite 610
Baytown, Texas 77521
Fax: (281) 422 -7682
CITY
City of Baytown
Attn: City Manager
P. O. Box 424
Baytown, Texas 77522 -0424
Fax: (281) 420 -6586
Section 13. Audits.
The Foundation shall provide to the City, within ninety (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 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.
Section 16. Assignment or Transfer of Rights or Obligations.
The Foundation 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 Foundation assign any
monies due or to become due to it hereunder without the previous consent of the City.
Economic Development Contract, Page 5
c:
Section 17. 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, on this the day of September, 2000.
CITY OF BAYTOWN BAYTOWN AREA/WEST CHAMBERS
COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
MONTE MERCER, City Manager (Signature)
ATTEST:
(Printed Name)
(Title)
ATTEST:
GARY W. SMITH, City Clerk (Signature)
(Printed Name)
(Title)
APPROVED AS TO FORM:
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