Ordinance No. 10,176ORDINANCE NO. 10,176
AN ORDINANCE OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND
® DIRECTING THE CITY MANAGER TO EXECUTE A LETTER AGREEMENT
WITH THE BAY AREA HERITAGE SOCIETY OF BAYTOWN, TEXAS, FOR A
SIGN ON THE FRONT LAWN OF THE BAYTOWN HISTORICAL MUSEUM;
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN OF AN AMOUNT NOT
TO EXCEED TWO THOUSAND AND NO /100 DOLLARS ($2,000.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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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 to execute a letter agreement with The Bay Area Heritage Society of Baytown,
Texas, for a sign on the front lawn of the Baytown Historical Museum, under terms and conditions
acceptable to the City Manager and the City Attorney.
Section 2: That the City Council of the City of Baytown authorizes payment of additional
funds to The Bay Area Heritage Society of Baytown, Texas, in an amount not to exceed TWO
THOUSAND AND NO/ 100 DOLLARS ($2,000.00).
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 27 "' day of September, 2005.
.7
CALVIN MUNDINGER, Mayor
ATTEST:
c
W T� KN� F, Interim C Clerk
APPROVED AS TO FORM:
JISKACIO RAMIREZ, SR., ty Attorney
0 RAKarenTiles\City Council \Ordinances120051September 22\ BayAreaHeritageSocietySign4Museum .doc
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ir Cityof BaYtown
BAYTOWN - --
OCT 1 9
October 4 2005 By �
..�
Ms. Wanda S. Mitchell
The Bay Area Heritage Society of Baytown,Texas
220 W.Defee Street
Baytown, TX 77520
Re: Letter Agreement
Dear Ms. Mitchell:
This Letter Agreement("Agreement")evidences the terms and conditions under which The Bay Area Heritage Society
of Baytown,Texas(the"Society"),a Texas non-profit corporation,will construct an on-premise sign to be placed on the front
lawn of the Baytown Historical Museum and under which the City of Baytown(the"City")will provide assistance towards the
construction of such sign.
I.
Society's Obligations
1.01 Society's Services. The Society covenants and agrees that it will design and construct an on-premise sign
to be placed on the front lawn of the Baytown Historical Museum and shall be responsible for all costs associated therewith,
including,but not limited to,all maintenance and upkeep expenses at the site. The design,construction and placement of the
sign shall be subject to the written approval of the City Manager. The Society understands and agrees that no permit shall be
sought for the sign and no construction of the sign shall commence until after such written approval has been obtained.
1.02 Society's Compliance. The Society agrees to comply with all laws, rules or regulations of applicable
governmental authorities in performing the services required herein. Such laws,rules and regulations include strict compliance
with all building and sign codes of the City of Baytown.
1.03 Society's Obligations.
A. Annual Budget and Reports. The Society understands that by accepting monies paid by the City
pursuant to Article II,the Society has the obligation to submit its annual budget to the City Council for approval and
shall make quarterly reports to the City Council regarding the expenditures made with the funds paid by the City in
accordance with Article II hereof.
B. Duty with Respect to Funds Received. Any fee received by the Society pursuant to this Agreement
shall be deposited in a separate account and may not be commingled with other funds. Additionally,by receiving the
monies pursuant to Article II hereof,the Society has a fiduciary duty to the City with respect to such monies.
C. Financial Records. The Society shall maintain complete and accurate financial records of the
expenditure of funds provided by the City pursuant to this Agreement and,on request of the City Council or any other
person, shall make the records available for inspecti 3n and review within five days of receipt of a request.
2401Market Street P.O. Box 424 Baytown,Texas 77522-0424 (281)422-8281 Fax (281)420-6586 baytown@baytown.org
•Bay Area Heritage Society •
October 4,2005
Page 2
II.
City's Obligation
2.01 City's Sole Obligation. The Society and the City expressly understand and agree that the only obligation of
the City under this Agreement is to pay a one-time fee not to exceed TWO THOUSAND AND NO/100 DOLLARS
($2,000.00)to the Society for the construction of an on-premise sign to be placed on the front lawn of the Baytown Historical
Museum, which is located at 220 West Defee, Baytown, Texas; provided the sign is in accordance with the design,
construction and placement approved by the City Manager pursuant to Section 1.01 hereinabove. The parties understand and
agree that the fee will not be greater than the actual expense incurred by the Society in constructing the on-premise sign.
2.02 Due Date. The City shall pay the fee specified in Section 2.01 on or before the thirtieth (30th)day after
receiving a proper invoice therefor. However,the parties agree that such invoice shall not be submitted to the City until the
construction is completed and approved by the City.
III.
Miscellaneous Provisions
3.01 Termination. Any breach of any provision of this Agreement shall constitute an Event of Default for which
the City may,and the Society explicitly recognizes the City's right to,terminate this Agreement by giving written notice to the
Society. Additionally, it is understood that the City may terminate this Agreement at any time without cause by giving
written notice of such termination to the Society. Termination shall take effect immediately on receipt thereof by the Society.
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
If to the Society,to
The Bay Area Heritage Society of Baytown, Texas
Attn: Registered Agent
220 W. Defee
Baytown,TX 77520
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
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Bay Area Heritage Society •
October,4,2005
Page 3
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 Society 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 Society'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 Release. By this Agreement, the City does not consent to litigation or suit, and the City hereby
expressly revokes any consent to litigation that it may have granted by the terms of this Agreement or any other contract or
agreement,any charter,or applicable state law.Nothing herein shall be construed so as to limit or waive the City's sovereign
immunity.The Society assumes full responsibility for its services performed hereunder and hereby releases,relinquishes and
discharges the City, its officers, agents, and employees from all claims, demands, and causes of action of every kind and
character,including the cost of defense thereof,for any injury to or death of any person(whether they be either of the parties
hereto,their employees,or other third parties)and any loss of or damage to property(whether the property be that of either of
the parties hereto,their employees, or other third parties)that is caused by or alleged to be caused by, arising out of, or in
connection with the Society's work to be performed hereunder. This release shall apply with respect to the Society's services
regardless of whether said claims,demands,and causes of action are covered in whole or in part by insurance.
3.08 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 patron or contractor of the Society for any failure to perform its obligations under this Agreement.
3.09 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.
3.10 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.
3.11 Merger.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.
3.12 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.
3.13 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,unless earlier terminated in accordance with Section 3.01.
3.14 Choice of Law and Venue. This Agreement shall in all respects be interpreted and construed in accordance
with and governed by the laws of the State of Texas and the City,regardless of the place of its execution or performance. The
place of making and the place of performance for all purposes shall be Baytown,Harris County,Texas.
3.15 Authority. 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.
•Bay Area Heritage Society •
October 4,2005.
Page 4
3.16 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 Society and return the same to my attention at the above-referenced address Thereafter,it will be
presented 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.
Sincerely,
acio Ramirez, Sr.
City Attorney
AGREED:
THE BAY AREA HERITAGE SOCIETY OF
BAYTOWN,TEXAS arVitit-)91
(Signature) t�I (Date)
IVANDA 1lilcHELL
(Printed ame)
(Title)
ATTEST:
(Signature) (Date)
(Printed Name)
(Title)
AGREED:
CITY O /
4111111T /D/7-cc
Gary Jacks in, ity Manager (Date)
A1T S
elvin Knau Interim City Cl k
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Bay Area Heritage Society • , , , •
October 4,2005
Page 4
3.16 Agreement Read. The parties acknowledge that they have read,understand and intend to be bound by the
terms and conditions of this Agreement.
I
Should the above-referenced terms and conditions be acceptable to you,please have this letter agreement executed by
the appropriate officer of the Society and return the same to my attention at the above-referenced address Thereafter,it will be
presented 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.
Sincerely,
C4-----"—ji4
0.4patacio
Ramirez, Sr.
City Attorney
AGREED:
THE BAY AREA HERITAGE SOCIETY OF
BAYTOWN,j- f TEXAS
O — /t.3—Q5-
(Signature) (Date) i
IJNDA H lie,HELL
(Printed arne)
(Title)
ATTEST:
(Signature) (Date)
(Printed Name)
(Title)
AGREED:
CITY OF BAYTOWN
Gary Jackson, City Manager (Date)
ATTEST:
Kelvin Knauf, Interim City Clerk
R:\Karen\Files\Contracts'Heritage Society\LetterAgreement4Sign4HistoricalMuseum.doc