Ordinance No. 9,919ORDINANCE NO. 9919
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO
ATTEST TO A LETTER AGREEMENT FOR VARIOUS COMMUNITY SERVICES
WITH THE HISPANIC CHAMBER OF COMMERCE OF GREATER BAYTOWN;
AUTHORIZING PAYMENT IN AN AMOUNT OF FIVE THOUSAND AND NO /100
DOLLARS ($5,000.00) FOR SERVICES UNDER THE CONTRACT; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section t: 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 a Letter
Agreement for various community services with the Hispanic Chamber of Commerce of Greater
Baytown. A copy of said letter agreement 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 of funds to the
Hispanic Chamber of Commerce of Greater Baytown, in an amount of FIVE THOUSAND AND
NO /100 DOLLARS ($5,000.00) for community services in accordance with the letter agreement.
Section 3: That in addition to the amount specified in Section 2 hereof, the City Manager is
hereby granted general authority to approve a decrease or an increase in costs by TWENTY -FIVE
THOUSAND AND NO /100 DOLLARS ($25,000.00) or less, provided that the amount authorized in
Section 2 hereof may not be increased by more than twenty-five percent (25 %).
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 26" day of October, 2004.
C-9-L-1 S�:�
CALVIN MUNDINGER, Mayor
ATTEST:
GARY . SMITH, City Clerk
APPROVED AS TO FORM:
erffNACIO RAMIREZ, SR. ty Attorney
\ \Bde2\litigation\Karen \Files \City Council\ Ordinances\ HispanicChamberLetterAgrccmcntOrdinance .doc
CITY OF BAYTOWN
U'. 2401 MARKET P.O. BOX 424 BAYTOWN,TX. 77522 -0424 (281) 420 -6505 FAX (281) 420 -6586
*'••, •'�c legal @baytown.org
IGNACIO RAMIREZ, SR. JULIE K. ESCALANTE KAREN L. HORNER
CITY ATTORNEY ASSISTANT CITY ATTORNEY FIRST ASSISTANT CITY ATTORNEY
LEGAL
DEPARTMENT
October 21, 2004
Mary Hernandez
Hispanic Chamber of Commerce
1300 Rollingbrook Street Suite 510
Baytown, TX 77521
Re: Letter Agreement
Dear Ms. Hernandez:
This Letter Agreement ( "Agreement ") evidences the terms and conditions under which Hispanic Chamber of
Commerce of Greater Baytown (the "Hispanic Chamber ") will perform services on behalf of the City of Baytown (the
«City").
Hispanic Chamber's Obligations
1.01 Hispanic Chamber's Services. The Hispanic Chamber covenants and agrees that it will perform
services educating others about the City of Baytown and its amenities, including, but not be limited to, performing or
providing the following in a professional manner either orally or in writing as may be requested:
9 community information,
➢ directions,
➢ telephone information services,
➢ information on community events,
➢ information about the City to prospective and new residents,
➢ information about the City to current residents, and
)> assistance to visitors to the City of Baytown.
➢ assistance with translation services
1.02 Hispanic Chamber's Compliance. The Hispanic Chamber agrees to comply with all laws, rules or
regulations of applicable governmental authorities in performing the services required herein. To ensure the Hispanic
Chamber's strict observance of the requirements found in this section, the Hispanic Chamber will provide a copy of all
printed material about the City of Baytown provided, offered or to be provided or offered to individuals requesting such .
information. Should all or any portion of the Hispanic Chamber's services be found not to conform to the requirements
of this section, then the Hispanic Chamber shall immediately upon receiving written notice from the City of such non-
conformance take those remedial steps necessary to meet the required standards. Failure to adequately or timely remedy
the identified non - conformance may be construed as an Event of Default for which no additional opportunity to cure shall
be given and for which this Agreement may be terminated without further notice by the City
1.03 Hispanic Chamber Meetings/Benefits. The Hispanic Chamber shall send by facsimile notices of and
invitations to all meetings of its membership as well as its board to the City Manager, the Assistant City Managers and
EXHIBIT A
•five department directors of the City. The Hispanic Chamber shall treat the City Manager, the Assistant City Managers
and five Department Directors as members of the Hispanic Chamber for all intents and purposes, and each person above
mentioned shall be entitled to enjoy all the benefits of membership in the Hispanic Chamber.
1.04 Warran . Throughout the term of this Agreement and any renewal hereof, the Hispanic Chamber
warrants to the City that all services provided pursuant to this Agreement shall be of good quality, free from errors and
defects, and in compliance with all applicable laws, rules and regulations. The parties understand and agree that this
warranty is in addition to any rights or warranties expressed or implied by law and consumer protection claims arising from
misrepresentations by the Hispanic Chamber.
H.
City's Obligation
2.01 City's Sole Obligation. The Hispanic Chamber and the City expressly understand and agree that the only
obligation of the City under this Agreement is to pay a yearly fee to the Hispanic Chamber for the services enumerated in
Article 1 in the amount of FIVE THOUSAND AND NO /100 DOLLARS ($5,000.00) per year.
2.02 Due Date. The City shall pay the fee specified in Section 2.01 on or before the thirtieth (30") day
after receiving a proper invoice therefor.
Ill.
Miscellaneous Provisions
3.01 Termination. Any breach of any provision of this Agreement shall constitute an Event of Default for
which the City and or the Hispanic Chamber may, terminate this Agreement by giving written notice to the other party.
Additionally, it is understood that the City or Hispanic Chamber may terminate this Agreement at any time without cause
by giving written notice to the other party. Termination shall take effect immediately when received or when deemed
received in accordance with Section 3.02. If this Agreement is terminated for any reason or no reason, the Hispanic
Chamber shall refund to the City a portion of the fees paid, which shall be calculated by multiplying the yearly fee by the
number of days left in the then current term divided by 365.
3.02 Address and Notice. Unless otherwise provided in this Agreement, any notice, communication,
request, reply or advice (herein severally and collectively for convenience, called "Notice") herein provided or permitted
to be given, made or accepted by any party to the other must be in writing and may be given or served by depositing the
same in the United States mail, postpaid and registered or certified and addressed to the party to be notified, with return
receipt requested, or by delivering the same to an officer of such party, or by prepaid telegram, when appropriate, addressed
to the party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed
to be effective, unless otherwise stated in this Agreement, from and after the expiration of three (3) days after it is so
deposited_
Notice given in any other manner shall be effective only if and when received by the party to be notified. For the
purpose of notice, the address of the parties shall, until changed as hereinafter provided, be as follows:
If to the City, to
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522 -0424
Fax: (281) 420 -6586
® If to the Hispanic Chamber of Commerce of Greater Baytown, to
Hispanic Chamber of Commerce of Greater Baytown
Attn: President & Chairman of the Board
P.O. Box 815
1300 Rollingbrook, Suite 502
Baytown, TX 77521 -0815
Fax: (281) 428-8988
3.03 Assignability. This Agreement shall bind and benefit the respective parties and their legal successors
and shall not be assignable in whole or in part by any party without first obtaining written consent of the other party.
3.04 No Additional Waiver Implied. The failure of any party hereto to insist, in any one or more instances,
upon performance of any of the terms, covenants or conditions of this Agreement, shall not be construed as a waiver or
relinquishment of the future performance of any such terms, covenants or conditions by any other party hereto, but the
obligation of such other party with respect to such future performance shall continue in full force and effect.
3.05 Modification. Except as otherwise provided herein, this Agreement shall be subject to change or
modification only with the mutual written consent of the parties hereto.
3.06 Independent Contractor. The relationship of the Hispanic Chamber 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 Hispanic
Chamber'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.
3.07 Parties in Interest. This Agreement shall be for the sole and exclusive benefit of the parties hereto
and shall not be construed to confer any rights upon any third party. The City shall never be subject to any liability in
damages to any customer of the Hispanic Chamber for any failure to perform its obligations under this Agreement.
3.08 Captions. The captions appearing at the first of each numbered section in this Agreement are
inserted and included solely for convenience and shall never be considered or given any effect in construing this Agreement
or any provision hereof, or in connection with the duties, obligations or liabilities of the respective parties hereto or in
ascertaining intent, if any question of intent should arise.
3.09 _Severability. The provisions of this Agreement are severable, and if any provision or part of this
Agreement or its application thereto to any person or circumstance shall ever be held by any court of competent jurisdiction
to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provisions
or part of this Agreement to other persons or circumstances shall not be affected thereby.
3.10 Mer . This Agreement embodies the entire understanding and agreement between the parties
as to the services to be provided herein, and there are no prior effective representations, warranties or agreements between
the parties.
3.11 Construction of Agreement. The parties agree that this Agreement shall not be construed in favor
of or against any party on the basis that the party did or did not author this Agreement.
3.12 Term. This Agreement shall be in force and effect from the date of execution hereof by the City Manager
until the expiration of one year. Thereafter, this Agreement shall automatically renew for additional one -year terms under
the same terms and conditions as specified herein unless earlier terminated in accordance with Section 3.01.
3.13 Choice of Law and Venue. This Agreement shall in all respects be interpreted and construed in
•accordance with and governed by and laws of the the place oftate ormancas e for all
purposes shall be Baytown, Harris its
County,�Texas
performance. The place of making P
3.14 Ay!bofit y. The officers executing this Agreement on behalf of the parties hereby represents that such
officers have full authority to execute this Agreement and to bind the party he/she represents.
3.15 Agreement Read. The parties acknowledge that they have read, understand and intend to be bound by
the terms and conditions of this Agreement.
Should the above- referenced terms and conditions be acceptable to you, please have this letter agreement executed
by the appropriate officer of the Hispanic Chamber and return the same to my attention at the above - referenced address.
Thereafter, I will present this document to the City Manager for execution. Should you have any questions or if I may be
of any assistance, please do not hesitate to contact me. Thank you for your assistance in this matter.
ATT t
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16, Z Z
(Signature (Date)
(Prin Name)
ml
(Title)
• ATTEST:
Sinc rely,
Ignacio Ramirez, Sr.
City Attorney
AGREED:
Baytown ljisp, nic
(Printed Name)
--RZ
(Title)
AGREED:
CITY OF BAYTOWN
of Commerce
221D�4
(Date)
4 !: D L Z.
Gary Jackson, City Manager (Date)
Gary W. Smith, City Clerk
C:\Documentsand SeningsVgnacio Ramirez\My Documents\ LetterAgreement4SmiceSHisponicChamber .doc
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