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Ordinance No. 11,327ORDINANCE NO. 11,327 AN ORDINANCE OF "!'I II? CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT FOR ADVERTISING SERVICES FOR THE 8" ANNUAL BAYOU BOWL WITH THE BAYOU BOWL ASSOCIA "HON; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED FIFTY -FIVE_ TI IOUSAND AND NO /100 DOLLARS ($55.000.00): MAKING OTHER PROVISIONS RELATED THERETO: AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ** W41 ** *** W*W* * ** ****** * * **WW BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OP BAYTOWN, TEXAS: Section I: That the City Council of the City of Baytown. Texas, hereby authorizes and directs the City Manager to execute and the City Clerk to attest to an Agreement for Advertising Services for the 8`k' Annual Bayou Bowl with the Bayou Bowl Association. A copy of said 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 hereby approves the budget, attached hereto as Exhibit "B" and incorporated herein for all intents and purposes, and authorizes payment of hotel occupancy tax revenues to the Bayou Bowl Association in an amount not to exceed FIFTY -FIVE TI- IOUSAND AND NO /100 DOLLARS ($55,000.00) pursuant to the agreement authorized in Section 1 hereof. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by TWENTY -FIVE THOUSAND AT-:)NO /100 DOLLARS ($25,000.00) or less, provided that the amount authorized in Section 2 hereof may not be increased by tnore than twenty -five percent (25°Zo). 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 e City Council of the City of Ba I s the 25th day of March. 2010. O !, C-lb ST HEN 1 -1. DONCARLOS, Mayor va ALISI !A BRINSFIELD, Deputy City Clerk APPROVED AS TO FORM: e5ZYNACIC:) RAMIREZ. SR_. City ttorney R: \Karen \Files \City Council \Ordinances\2010V41arch 25\ Authorize201013ayouBowlContract .doc Exhibit "A" Agreement for Advertising Services for the 8th Annual Bayou Bowl STATE OF TEXAS § COUNTY OF HARRIS § THIS AGREEMENT made between the City of Baytown, Texas, a municipal corporation (the "City'), and the Bayou Bowl Association, a non -profit corporation incorporated under the laws of the State of Texas (the "Association'). WHEREAS, the City of Baytown has enacted a hotel occupancy tax for the purposes provided in Chapter 351 of the Texas Tax Code; and WHEREAS, Section 351.101(a) of the Texas Tax Code authorizes the City to use revenue from its municipal hotel occupancy tax to promote tourism and the convention and hotel industry by advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; and WHEREAS, the Association will conduct its 8th Annual Bayou Bowl, which will be held on June 12, 2010, in Stallworth Stadium, and which features Texas High School Football All - Stars vs. Louisiana Football All -Stars (the "Bayou Bowl'). WHEREAS, the Association proposes to use various means of advertising to promote the City of Baytown together with the Bayou Bowl; and WHEREAS, the City and the Association desire to enter into an advertising agreement subject to the terms and conditions herein in order to enhance and promote tourism and the convention and hotel industry; NOW, THEREFORE, in consideration of the performance of the mutual covenants and promises contained herein, the City and the Association agree and contract effective March 25, 2010, as follows: I USE OF HOTEL OCCUPANCY TAX REVENUE 1.1 Use of Funds. For and in consideration of the payment by the City to the Association of the agreed payments of hotel tax funds specified in Article III, the Association agrees to use such hotel tax funds for advertising and conducting solicitations and promotional programs to attract tourists to the City in a manner that directly enhances and promotes tourism and the convention and hotel industry by providing: Agreement for Advertising Services, Page 1 (a) a minimum of five, 30- second advertising spots during the Bayou Bowl advertising the City or its vicinity; (b) opening and closing billboards advertising the City or its vicinity; (c) in -game TV features advertising and promoting the City or its vicinity; (d) half -rime interviews with city designees in order to promote the City and its vicinity; (e) game program ad, advertising the City or its vicinity; (f) game signage, to the extent the same advertises the City or its vicinity; Funds which are unused shall be refunded to the City within fifteen (15) days after the conclusion of the Bayou Bowl. 1.2 Administrative Costs. The hotel occupancy tax funds received from the City by the Association may be spent for day -to -day operations, office supplies, salaries, travel expenses and other administrative costs allowed by Section 351.101(f) of the Texas Tax Code, only if each is directly attributable to work on programs, which promote tourism and the hotel and convention industry and is incurred directly in the promotion and servicing expenditures authorized hereinabove. 1.3 Specific Restrictions on Use of Funds. (a) The Association agrees to demonstrate strict compliance with the record keeping and apportionment limitations imposed by Sections 351.101(f), 351.103 and 351.104 of the Texas Tax Code, as applicable. The Association shall not utilize hotel occupancy tax funds for any expenditure which has not been specifically documented to satisfy the purposes set forth in Sections 1.1 and 1.2 hereinabove. (b) Hotel tax funds may not be spent for travel for a person to attend an event or conduct an activity the primary purpose of which is not directly related to the promotion of local tourism and the convention and hotel industry or the performance of the person's job in an efficient and professional manner. II. RECORD KEEPING AND REPORTING REQUIREMENTS 2.1 Budget. (a) The Association shall prepare and submit to the City Manager of the City an annual budget for approval by the City Council, for such operations of the Association funded by hotel occupancy tax revenue. This budget shall specifically identify proposed expenditures of hotel tax funds by the Association. Based upon the budget, the City should be able to audit specifically the purpose of each individual expenditure of hotel occupancy tax funds from the separate account relating to hotel tax funds. The City shall not pay to the Association Agreement for Advertising Services Page 2 any hotel tax revenues as set forth in Article III of this Agreement unless a budget has been approved in writing by the City Council authorizing the expenditure of funds. (b) The Association acknowledges that the approval of such budget by the City Council creates a fiduciary duty in the Association with respect to the hotel occupancy tax funds paid by the City to the Association under this Agreement. The Association shall expend hotel tax occupancy funds only in the manner and for the purposes specified in this Agreement and in the budget as approved in writing by the City Council. 2.2 Separate Account. The Association shall maintain any hotel tax funds paid to the Association by the City in a separate account and shall not commingle such funds with any other money. 2.3 Financial Records. The Association shall maintain complete and accurate financial records of each expenditure of the hotel occupancy tax funds made by the Association. These funds shall be classified as restricted funds for audited financial purposes, and may not be used for contracted services, including, but not limited to, auditing fees and attorney fees. Upon reasonable advance written request of the City Manager or his designee, the Association shall make such financial records available for inspection and review and shall provide copies of the same if so requested. The Association understands and accepts that all such financial records, and any other records relating to this Agreement shall be subject to the Texas Public Information Act, as hereafter amended, and the Local Government Records Act, as amended. 2.4 Quarterly Reports. After initial receipt of the hotel occupancy tax funds, and within thirty (30) days after the end of every contract quarter, the Association shall furnish to the City a quarterly report, including: (1) a completed financial report, (2) a list of the expenditures made or copies of the invoice or receipts with regard to hotel occupancy tax funds pursuant to TEX. TAX CODE §351.101(c), and (3) a copy of all financial records (e.g., copies of front and back cleared checks or bank statements, and other relevant documentation). The Association shall prepare and deliver all reports to the City Clerk in a form and manner approved by the City Manager or his designee. The Association shall respond promptly to any request from the City Manager or his designee for additional information relating to the activities performed under this Agreement. 2.5 Annual Report. Thirty (30) days after September 30, 2010, the Association will furnish to the City a perfon-nance report of its work under this Agreement which shall reflect overall activities conducted and expenditures made pursuant to this Agreement. 2.6 Notice of Meetings. The Association shall give the City Manager reasonable advance written notice of the time and place of all meetings of the Association's Board of Directors, as well Agreement for Advertising Services, Page 3 as any other meeting of any constituency of the Association at which this Agreement or any matter subject to this Agreement shall be considered. III. HOTEL OCCUPANCY TAX REVENUE PAYMENTS 3.1 Payments. Subject to Section 3.2 of this Agreement, as a consideration for the Association's activities set forth in this Agreement, the City agrees to pay the Association an amount not to exceed FIFTY -FIVE THOUSAND AND NO /100 DOLLARS ($55,000.00) from hotel occupancy tax revenues. The parties understand and agree that the City's obligation hereunder shall not be greater than the actual expense incurred by the Association in performing the services required hereunder. 3.2 Due Date. The City shall pay the fee specified in Section 3.1 on or before the thirtieth (30`h) day after receiving a proper invoice therefor. However, the parties agree that any funds not used for advertising and conducting promotional programs to attract tourists to the Baytown area and the Bayou Bowl shall be refunded to the City within fifteen (15) days after the conclusion of the Bayou Bowl. IV. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall commence on March 25, 2010, and terminate October 29, 2010, or after the Association has fully complied with all terms and conditions herein, whichever is later. Only those expenditures authorized by this Agreement and contained in the budget approved by the City Council, which are actually incurred for events and activities taking place within the term of this Agreement, are eligible for funding. Any ineligible expenditures or unspent funds shall be forfeited to the City upon termination of the Agreement. 4.2 Termination Without Cause. (a) This Agreement may be terminated by either party, with or without cause, by giving the other party thirty (30) days' advance written notice. (b) In the event this Agreement is terminated by either party pursuant to Section 4.2(a), the Association shall be entitled to payment for its services satisfactorily performed in accordance with this Agreement up to the date of termination subject to Section 4.2(c). (c) If this Agreement is terminated pursuant to Section 4.2(a), the Association will provide the City: (1) within ten (10) business days from the termination notification, a short-term budget of probable expenditures for the remaining thirty -day period between termination notification and contract termination. This budget will be presented to the City Council for approval at the next regularly scheduled meeting for which Agreement for Advertising Services. Page 4 proper notice can be given after receipt thereof by the City. If the City Council fails to act on the budget at such meeting and the budget does not contain any expenditures that would be prohibited by the Texas Tax Code and is within the term of the Agreement; the budget will be considered approved; (2) within five (5) business days of a request from the City, a listing of expenditures that have occurred since the last required reporting period; (3) a final accounting of all expenditures and tax funds on the day of termination. Any use of remaining funds by the Association after notification of termination and prior to termination is conditioned upon such contractual obligations having been incurred and entered into in the good faith performance of those services contemplated in Section 1.1. 4.3 Automatic Termination. This Agreement shall automatically terminate upon the occurrence of any of the following events: (a) The termination of the legal existence of the Association; (b) The insolvency of the Association, the filing of a petition in bankruptcy, either voluntarily or involuntarily, or an assignment by the Association for the benefit of creditors; (c) The continuation of a breach of any of the terms or conditions of this Agreement by either the City or the Association for more than thirty (30) days after written notice of such breach is given to the breaching party by the other party; or (d) The failure of the Association to submit a financial quarterly report which complies with the reporting procedures required herein and generally accepted accounting principles prior to the beginning of the next contract term, or quarterly as required by Section 2.4. 4.4 Refund upon Termination. In the event that this Agreement is terminated pursuant to Section 4.2 or 4.3, The Association agrees to refund any and all unused funds, or funds determined by the City to have been used improperly, within 30 days after termination of this Agreement. Late payments shall accrue interest at the rate provided in Section 2251.025 of the Texas Government Code. V. GENERAL PROVISIONS 5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor be construed to prohibit, the agreement by the Association with another private entity, person, or organization for the performance of those services described in Section I.I. In the event that the Association enters into any arrangement, contractual or otherwise, with such other entity, person or A&reement for Advertising Services, Page 5 organization, the Association shall cause such other entity, person, or organization to adhere to, conform to, and be subject to all provisions, terms, and conditions of this Agreement and to Chapter 351 of the Texas Tax Code, including reporting requirements, separate funds maintenance, and limitations and prohibitions pertaining to expenditure of the agreed payments and hotel tax funds. 5.2 Independent Contractor. The Association shall operate as an independent contractor as to all services to be performed under this Agreement and not as an officer, agent, servant, or employee of the City. The Association shall have exclusive control of its operations and performance of services hereunder, and such persons, entities, or organizations performing the same and the Association shall be solely responsible for the acts and omissions of its directors, officers, employees, agents, and subcontractors. The Association shall not be considered a partner or joint venturer with the City, nor shall the Association be considered nor in any manner hold itself out as an agent or official representative of the City. 5.3 Insurance. The Association shall, at a minimum, provide insurance as follows: 1. Commercial General Liability • General Aggregate: $1,000,000 • Per Occurrence: $500,000 • 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. 2. Business Automobile Policy • Combined Single Limits: $500,000 • Coverage for "Any Auto" Workers' Compensation • Statutory Limits • Employer's Liability $500,000 • Waiver of Subrogation required. Upon execution of this Agreement, the Association shall file with the City valid Certificates of Insurance and endorsements acceptable to the City. The following are general requirements applicable to all policies: ➢ AM Best Rating of B +; VII or better for all liability policies. ➢ Insurance carriers licensed and admitted to do business in State of Texas will be accepted. ➢ Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to City of Baytown's representative. ➢ Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to any work being performed at the site. ➢ Liability policies must be on occurrence form. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' Agreement for Advertising Services, Page 6 prior written notice by certified mail, return receipt requested, has been given to the City. > The City of Baytown, its officers, agents and employees are to be added as Additional Insureds to all liability policies. ➢ A waiver of subrogation is required in favor of the City for Worker's Compensation Insurance. -�.4 Indertmity. THE ASSOCIATION AGREES TO AND SHALL INDENINIFY, HOLD HAMNILESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "CITY "), FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING, BUT NOT LIMITED TO, 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 AGREEiMENT, THE CONDUCT OR MANAGEMENT OF THE ASSOCIATION'S BUSINESS OR ACTIVITIES, OR FROM ANY OTHER ACT OR OMISSION 13Y THE ASSOCIATION, ITS AGENTS, AND EMPLOYEES, WHEN PERFORMING SERVICES IN ACCORDANCE WITH THIS AGREEMENT, WHERE SUCH INJURIES, DEATI -1 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 TIME EXPRESSED INTENTION OF THE PARTIES HER -ETO, BOTH THE ASSOCIATION AND THE CITY, THAT TIME INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS IN`DEi\INITY BY TIME ASSOCIATION TO INDEMNIFY AND PROTECT THE CITY, ITS OFFICERS, AGENT'S AND EMPLOYEES FRONT THE CONSEQUENCES OF (1) THE CITY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE WITI-I ANY OTHER PERSON OR ENTITY AND /OR (II) THE ASSOCIATION'S .JOINT AND /OR SOLE NEGLIGENCE. FURTHERMORE, THE INDEIMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL HAVE NO APPLICATION TO THE CITY FOR ANY CLAIM, LOSS, DMMAGE, CAUSE OF ACTION, SUIT AND LIABILITY WI -IERE THE INJURY, DEATH Aereentent for Advertising Services, Page 7 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. 5.5 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 contained herein shall be construed in any way so as to waive in whole or part the City's sovereign immunity. The Association assumes full responsibility for its work performed hereunder and hereby releases, relinquishes, discharges, and holds harmless 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 Association's work to be performed hereunder. This release shall apply with respect to the Association's work regardless of whether said claims, demands, and causes of action are covered in whole or in part by insurance. 5.6 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the Association hereby agree that no claim or dispute between the City and the Association 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 Association consents to be joined in the arbitration proceeding if the Association's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 5.7 Assignment. The Association shall not assign this Agreement without first obtaining the written consent of the City. 5.8 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail, return receipt requested, or by hand - delivery, addressed to the respective parties as follows: Anreement for Advertising Services, Page 8 CITY City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 ASSOCIATION Bayou Bowl Association Attn: Chairman P.O. Box 330 Baytown, TX 77522 5.9 Binding Effect. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and the Association and their respective successors and assigns. 5.10 Application of Laws. All terms, conditions, and provisions of this Agreement are subject to all applicable federal laws, state laws, the Charter of the City of Baytown, all ordinances passed pursuant thereto, and all judicial determinafions relative thereto. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. 5.11 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 5.12 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relafing to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of this Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating to this transaction or these transactions. 5.13 Duplicate Originals. This Agreement is executed in duplicate originals. 5.14 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitafion, definition, or extension of the specific terms of the section and paragraph so designated. 5.15 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdicfion, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. EXECUTED ON this the _ day of 92010. CITY OF BAYTOWN By: GARRISON C. BRUMBACK, City Manager Agreement for Advertising Services. Page 9 ATTEST: LETICIA GARZA, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney BAYOU BOWL ASSOCIATION (Printed Name j� (Title) ATTEST: Signature) k'11(b L. Whee%r (Printed Name) &-rbo -ry (Title) RAKaren \Files \Contracts\Bayou Bowl Letter Agreement\ 2010\ Agreement4AdvertisingServices .doc Azmment for Advertising Services Page 10 Exhibit " B" gth Annual Bayou Bowl Estimated Expense Budget for Hotel Occupancy Tax Hotel Occupancy Tax Advertisement -- Fox Sports Network Receipts Disbursements $55.000.00 $55.000.00 Total Estimate $55.000.00 $55.000.00 • • • • Agreement for Advertising Services for the 8th Annual Bayou Bowl STATE OF TEXAS § COUNTY OF HARRIS § THIS AGREEMENT made between the City of Baytown, Texas, a municipal corporation (the "City"), and the Bayou Bowl Association, a non-profit corporation incorporated under the laws of the State of Texas(the"Association"). WHEREAS, the City of Baytown has enacted a hotel occupancy tax for the purposes provided in Chapter 351 of the Texas Tax Code; and WHEREAS, Section 351.101(a) of the Texas Tax Code authorizes the City to use revenue from its municipal hotel occupancy tax to promote tourism and the convention and hotel industry by advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; and WHEREAS, the Association will conduct its 8th Annual Bayou Bowl, which will be held on June 12, 2010, in Stallworth Stadium, and which features Texas High School Football All- Stars vs. Louisiana Football All-Stars (the "Bayou Bowl"). WHEREAS, the Association proposes to use various means of advertising to promote the City of Baytown together with the Bayou Bowl; and WHEREAS, the City and the Association desire to enter into an advertising agreement subject to the terms and conditions herein in order to enhance and promote tourism and the convention and hotel industry; NOW, THEREFORE, in consideration of the performance of the mutual covenants and promises contained herein, the City and the Association agree and contract effective March 25, 2010, as follows: I USE OF HOTEL OCCUPANCY TAX REVENUE 1.1 Use of Funds. For and in consideration of the payment by the City to the Association of the agreed payments of hotel tax funds specified in Article III, the Association agrees to use such hotel tax funds for advertising and conducting solicitations and promotional programs to attract tourists to the City in a manner that directly enhances and promotes tourism and the convention and hotel industry by providing: Agreement for Advertising Services,Page 1 • • • • (a) a minimum of five, 30-second advertising spots during the Bayou Bowl advertising the City or its vicinity; (b) opening and closing billboards advertising the City or its vicinity; (c) in-game TV features advertising and promoting the City or its vicinity; (d) half-time interviews with city designees in order to promote the City and its vicinity; (e) game program ad, advertising the City or its vicinity; (f) game signage,to the extent the same advertises the City or its vicinity; Funds which are unused shall be refunded to the City within fifteen (15) days after the conclusion of the Bayou Bowl. 1.2 Administrative Costs. The hotel occupancy tax funds received from the City by the Association may be spent for day-to-day operations, office supplies, salaries, travel expenses and other administrative costs allowed by Section 351.101(f) of the Texas Tax Code, only if each is directly attributable to work on programs, which promote tourism and the hotel and convention industry and is incurred directly in the promotion and servicing expenditures authorized hereinabove. 1.3 Specific Restrictions on Use of Funds. (a) The Association agrees to demonstrate strict compliance with the record keeping and apportionment limitations imposed by Sections 351.101(f), 351.103 and 351.104 of the Texas Tax Code, as applicable. The Association shall not utilize hotel occupancy tax funds for any expenditure which has not been specifically documented to satisfy the purposes set forth in Sections 1.1 and 1.2 hereinabove. (b) Hotel tax funds may not be spent for travel for a person to attend an event or conduct an activity the primary purpose of which is not directly related to the promotion of local tourism and the convention and hotel industry or the performance of the person's job in an efficient and professional manner. II. RECORD KEEPING AND REPORTING REQUIREMENTS 2.1 Budget. (a) The Association shall prepare and submit to the City Manager of the City an annual budget for approval by the City Council, for such operations of the Association funded by hotel occupancy tax revenue. This budget shall specifically identify proposed expenditures of hotel tax funds by the Association. Based upon the budget, the City should be able to audit specifically the purpose of each individual expenditure of hotel occupancy tax funds from the separate account relating to hotel tax funds. The City shall not pay to the Association Agreement for Advertising Services,Page 2 • • • any hotel tax revenues as set forth in Article III of this Agreement unless a budget has been approved in writing by the City Council authorizing the expenditure of funds. (b) The Association acknowledges that the approval of such budget by the City Council creates a fiduciary duty in the Association with respect to the hotel occupancy tax funds paid by the City to the Association under this Agreement. The Association shall expend hotel tax occupancy funds only in the manner and for the purposes specified in this Agreement and in the budget as approved in writing by the City Council. 2.2 Separate Account. The Association shall maintain any hotel tax funds paid to the Association by the City in a separate account and shall not commingle such funds with any other money. 2.3 Financial Records. The Association shall maintain complete and accurate financial records of each expenditure of the hotel occupancy tax funds made by the Association. These funds shall be classified as restricted funds for audited financial purposes, and may not be used for contracted services, including, but not limited to, auditing fees and attorney fees. Upon reasonable advance written request of the City Manager or his designee, the Association shall make such financial records available for inspection and review and shall provide copies of the same if so requested. The Association understands and accepts that all such financial records, and any other records relating to this Agreement shall be subject to the Texas Public Information Act, as hereafter amended, and the Local Government Records Act, as amended. 2.4 Quarterly Reports. After initial receipt of the hotel occupancy tax funds, and within thirty (30) days after the end of every contract quarter, the Association shall furnish to the City a quarterly report, including: (1) a completed financial report, (2) a list of the expenditures made or copies of the invoice or receipts with regard to hotel occupancy tax funds pursuant to TEx.TAX CODE §351.101(c), and (3) a copy of all fmancial records (e.g., copies of front and back cleared checks or bank statements, and other relevant documentation). The Association shall prepare and deliver all reports to the City Clerk in a form and manner approved by the City Manager or his designee. The Association shall respond promptly to any request from the City Manager or his designee for additional information relating to the activities performed under this Agreement. 2.5 Annual Report. Thirty (30) days after September 30, 2010, the Association will furnish to the City a performance report of its work under this Agreement which shall reflect overall activities conducted and expenditures made pursuant to this Agreement. 2.6 Notice of Meetings. The Association shall give the City Manager reasonable advance written notice of the time and place of all meetings of the Association's Board of Directors, as well Agreement for Advertising Services,Page 3 • • • • as any other meeting of any constituency of the Association at which this Agreement or any matter subject to this Agreement shall be considered. III. HOTEL OCCUPANCY TAX REVENUE PAYMENTS 3.1 Payments. Subject to Section 3.2 of this Agreement, as a consideration for the Association's activities set forth in this Agreement, the City agrees to pay the Association an amount not to exceed FIFTY-FIVE THOUSAND AND NO/100 DOLLARS ($55,000.00) from hotel occupancy tax revenues. The parties understand and agree that the City's obligation hereunder shall not be greater than the actual expense incurred by the Association in performing the services required hereunder. 3.2 Due Date. The City shall pay the fee specified in Section 3.1 on or before the thirtieth (30th) day after receiving a proper invoice therefor. However, the parties agree that any funds not used for advertising and conducting promotional programs to attract tourists to the Baytown area and the Bayou Bowl shall be refunded to the City within fifteen (15) days after the conclusion of the Bayou Bowl. IV. TERM AND TERMINATION 4.1 Term. The term of this Agreement shall commence on March 25, 2010, and terminate October 29, 2010, or after the Association has fully complied with all terms and conditions herein, whichever is later. Only those expenditures authorized by this Agreement and contained in the budget approved by the City Council, which are actually incurred for events and activities taking place within the term of this Agreement, are eligible for funding. Any ineligible expenditures or unspent funds shall be forfeited to the City upon termination of the Agreement. 4.2 Termination Without Cause. (a) This Agreement may be terminated by either party, with or without cause, by giving the other party thirty(30)days' advance written notice. (b) In the event this Agreement is terminated by either party pursuant to Section 4.2(a), the Association shall be entitled to payment for its services satisfactorily performed in accordance with this Agreement up to the date of termination subject to Section 4.2(c). (c) If this Agreement is terminated pursuant to Section 4.2(a), the Association will provide the City: (1) within ten (10) business days from the termination notification, a short-term budget of probable expenditures for the remaining thirty-day period between termination notification and contract termination. This budget will be presented to the City Council for approval at the next regularly scheduled meeting for which Agreement for Advertising Services,Page 4 • • • proper notice can be given after receipt thereof by the City. If the City Council fails to act on the budget at such meeting and the budget does not contain any expenditures that would be prohibited by the Texas Tax Code and is within the term of the Agreement; the budget will be considered approved; (2) within five (5) business days of a request from the City, a listing of expenditures that have occurred since the last required reporting period; (3) a final accounting of all expenditures and tax funds on the day of termination. Any use of remaining funds by the Association after notification of termination and prior to termination is conditioned upon such contractual obligations having been incurred and entered into in the good faith performance of those services contemplated in Section 1.1. 4.3 Automatic Termination. This Agreement shall automatically terminate upon the occurrence of any of the following events: (a) The termination of the legal existence of the Association; (b) The insolvency of the Association, the filing of a petition in bankruptcy, either voluntarily or involuntarily, or an assignment by the Association for the benefit of creditors; (c) The continuation of a breach of any of the terms or conditions of this Agreement by either the City or the Association for more than thirty (30) days after written notice of such breach is given to the breaching party by the other party; or (d) The failure of the Association to submit a financial quarterly report which complies with the reporting procedures required herein and generally accepted accounting principles prior to the beginning of the next contract term, or quarterly as required by Section 2.4. 4.4 Refund upon Termination. In the event that this Agreement is terminated pursuant to Section 4.2 or 4.3, The Association agrees to refund any and all unused funds, or funds determined by the City to have been used improperly, within 30 days after termination of this Agreement. Late payments shall accrue interest at the rate provided in Section 2251.025 of the Texas Government Code. V. GENERAL PROVISIONS 5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor be construed to prohibit, the agreement by the Association with another private entity, person, or organization for the performance of those services described in Section 1.1. In the event that the Association enters into any arrangement, contractual or otherwise, with such other entity, person or Agreement for Advertising Services,Page 5 • • lb • organization, the Association shall cause such other entity, person, or organization to adhere to, conform to, and be subject to all provisions,terms, and conditions of this Agreement and to Chapter 351 of the Texas Tax Code, including reporting requirements, separate funds maintenance, and limitations and prohibitions pertaining to expenditure of the agreed payments and hotel tax funds. 5.2 Independent Contractor. The Association shall operate as an independent contractor as to all services to be performed under this Agreement and not as an officer, agent, servant, or employee of the City. The Association shall have exclusive control of its operations and performance of services hereunder, and such persons, entities, or organizations performing the same and the Association shall be solely responsible for the acts and omissions of its directors, officers, employees, agents, and subcontractors. The Association shall not be considered a partner or joint venturer with the City, nor shall the Association be considered nor in any manner hold itself out as an agent or official representative of the City. 5.3 Insurance. The Association shall, at a minimum, provide insurance as follows: 1. Commercial General Liability • General Aggregate: $1,000,000 ■ Per Occurrence: $500,000 • 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. 2. Business Automobile Policy • Combined Single Limits: $500,000 • Coverage for"Any Auto" 3. Workers' Compensation • Statutory Limits • Employer's Liability$500,000 • Waiver of Subrogation required. Upon execution of this Agreement, the Association shall file with the City valid Certificates of Insurance and endorsements acceptable to the City. The following are general requirements applicable to all policies: > AM Best Rating of B+; VII or better for all liability policies. > Insurance carriers licensed and admitted to do business in State of Texas will be accepted. > Upon request of and without cost to City of Baytown, certified copies of all insurance policies and/or certificates of insurance shall be furnished to City of Baytown's representative. > Certificates of insurance showing evidence of insurance coverage shall be provided to City of Baytown's representative prior to any work being performed at the site. > Liability policies must be on occurrence form. > Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after thirty (30) days' Agreement for Advertising Services,Page 6 • • • • prior written notice by certified mail, return receipt requested, has been given to the City. > The City of Baytown, its officers, agents and employees are to be added as Additional Insureds to all liability policies. > A waiver of subrogation is required in favor of the City for Worker's Compensation Insurance. 5.4 Indemnity. THE ASSOCIATION AGREES TO AND SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS THE "CITY"), FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING, BUT NOT LIMITED TO, 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, AND EMPLOYEES, 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 (I) THE CITY'S OWN NEGLIGENCE, WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE WITH ANY OTHER PERSON OR ENTITY 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 Agreement for Advertising Services,Page 7 • • • 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. 5.5 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 contained herein shall be construed in any way so as to waive in whole or part the City's sovereign immunity. The Association assumes full responsibility for its work performed hereunder and hereby releases, relinquishes, discharges, and holds harmless 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 Association's work to be performed hereunder. This release shall apply with respect to the Association's work regardless of whether said claims,demands, and causes of action are covered in whole or in part by insurance. 5.6 No Arbitration. Notwithstanding anything to the contrary contained in this Agreement, the City and the Association hereby agree that no claim or dispute between the City and the Association 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 Association consents to be joined in the arbitration proceeding if the Association's presence is required or requested by the City of complete relief to be recorded in the arbitration proceeding. 5.7 Assignment. The Association shall not assign this Agreement without first obtaining the written consent of the City. 5.8 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or regulation, shall be effective when given in writing and deposited in the United States mail, certified mail,return receipt requested, or by hand-delivery, addressed to the respective parties as follows: Agreement for Advertising Services,Page 8 • • • • CITY ASSOCIATION City of Baytown Bayou Bowl Association Attn: City Manager Attn: Chairman P.O. Box 424 P.O. Box 330 Baytown, TX 77522 Baytown, TX 77522 5.9 Binding Effect. This Agreement and each provision hereof, and each and every right, duty, obligation, and liability set forth herein shall be binding upon and inure to the benefit and obligation of the City and the Association and their respective successors and assigns. 5.10 Application of Laws. All terms, conditions, and provisions of this Agreement are subject to all applicable federal laws, state laws, the Charter of the City of Baytown, all ordinances passed pursuant thereto, and all judicial determinations relative thereto. The place of making and the place of performance for all purposes shall be Baytown,Harris County,Texas. 5.11 Ambiguities. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 5.12 Complete Agreement. This Agreement contains the entire understanding and constitutes the entire agreement between the parties hereto concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, express or implied, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed herein. The terms and conditions of this Agreement shall prevail notwithstanding any variance in this Agreement from the terms and conditions of any other document relating to this transaction or these transactions. 5.13 Duplicate Originals. This Agreement is executed in duplicate originals. 5.14 Headings. The headings and subheadings of the various sections and paragraphs of this Agreement are inserted merely for the purpose of convenience and do not express or imply any limitation,definition, or extension of the specific terms of the section and paragraph so designated. 5.15 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this Agreement, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Agreement, and the parties hereby declare they would have enacted such remaining portions despite any such invalidity. EXECUTED ON this thej'day of , 2010. CITY OF AY�'O By: GARRIS . BRUMBACK, City Manager Agreement for Advertising Services,Page 9 • . • • ATTEST: g TICIA e44:MA, / lei• • u; APPROVE Ss TO FORM: .;` r~ Mi 0)4. ICIA0' ACID RAMIREZ, SR., Ci orney BAYOU BOWL ASSOCIATION By(::=7 (SignatureY 72 e (Printed Name) £'e&d i,L Z?',e't-C'7, (Title) ATTEST: Signature) Z,, wetter (Printed Name) Seat-daft/ (Title) R:\Karen\Files\Contracts\Bayou Bowl Letter Agreement\2010\Agreement4AdvertisingServices.doc Agreement for Advertising Services,Page 10 Orig.Dept.:_Ave_ File/I.D,.:• INSTRUCTION: ENTITIES USING AN ASSUMED NAME SHOULD DISCLOSE SUCH FACT TO AVOID REJECTION OF THE AFFIDAVIT. THE FOLLOWING FORMAT IS RECOMMENDED: CORPORATE/LEGAL NAME DBA ASSUMED NAME. STATE OF § § AFFIDAVIT OF OWNERSHIP OR CONTROL COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared �/��Gi/ �• I4116EE6TL Eita [FULL NAME] (hereinafter "Affiant"), fx f f. [STATE TITLE/CAPACITY WITH CONTRACTING ENTITY] of 49 you 4i/ Io5V [CONTRACTING ENTITY'S CORPORATE/LEGAL NAME] ("Contracting Entity"), who being by me duly sworn on oath stated as follows: 1. Affiant is authorized to give this affidavit and has personal knowledge of the facts and matters herein stated. 2. Contracting Entity seeks to do businessi wit the C in,cco ecti ,gwit j'(b �QLUI ,&/i7 e ft/CA/ fIDA/ L �14 P OgIr OR MATTER] which is expected to be in an amount that exceeds $50,000. 3. The following information is submitted in connection with the proposal, submission or bid of Contracting Entity in connection with the above described project or matter. 4. Contracting Entity is organized as a business entity as noted below (check box as applicable). FOR PROFIT ENTITY: NON-PROFIT ENTITY: [ ] SOLE PROPRIETORSHIP [' NON-PROFIT CORPORATION [ ] CORPORATION [ ] UNINCORPORATED ASSN. [ ] PARTNERSHIP [ ] LIMITED PARTNERSHIP [ ] JOINT VENTURE [ ] LIMITED LIABILITY COMPANY [ ] OTHER(Specify type in space below): 5. The information shown below is true and correct for the Contracting Entity and all owners of 5% or more of the Contracting Entity and, where the Contracting Entity is a non-profit entity, the required information has been shown for each officer. [NOTE: IN ALL CASES, USE FULL NAMES, LOCAL BUSINESS AND RESIDENCE ADDRESSES AND TELEPHONE Affidavit of Ownership or Control,Page 1 Orig.Dept.: File/I,o• NUMBERS. DO NOT USE POST OFFICE BOXES FOR ANY ADDRESS. INCLUSION OF E-MAIL ADDRESSES IS OPTIONAL, BUT RECOMMENDED. ATTACH ADDITIONAL SHEETS AS NEEDED.] Contracting Entity �J Name: &Wet Saa,./ /2/ye Business Address [NO./STREET] /%0/2 // ,,6/ " . (.4:2 [CITY/STATE/ZIP CODE] 1i� CV/l/ X 975?/ Telephone Number ("V/ ) llV ' - '0$ 9 Email Address [OPTIONAL] L'Ij-�(,,? bey 7/0a//2_ ,Ze.f'•G'Qn7 Residence Address [NO./STREET] [CITY/STATE/ZIP CODE] Telephone Number [OPTIONAL] ( ) Email Address [OPTIONAL] 5% or More Owner(s)/Officers of Non-Profit Corporation (IF NONE,STATE "NONE.") Name: /V O/j/c Business Address [NO./STREET] [CITY/STATE/ZIP CODE] Telephone Number ( ) Email Address [OPTIONAL] Residence Address [NO./STREET] [CITY/STATE/ZIP CODE] Telephone Number [OPTIONAL] ( ) Email Address [OPTIONAL] 6. Optional Information Contracting Entity and/or [NAME OF Affidavit of Ownership or Control,Page 2 ' Orig.Dept.:_ere_ File/Ieoo OWNER OR NON-PROFIT OFFICER] is actively protesting, challenging or appealing the accuracy and/or amount of taxes levied against [CONTRACTING ENTITY, OWNER OR NON-PROFIT OFFICER] as follows: Name of Debtor: Type of Debt: Account Nos.: Case or File Nos.: Attorney/Agent Name: Attorney/Agent Phone No.: Delinquent Years/Months: Status of Appeal [DESCRIBE]: Affiant certifies that he or she is duly authorized to submit the above information on behalf of the Contracting Entity, that Affiant is associated with the Contracting Entity in the capacity noted above and has personal knowledge of the accuracy of the information provided herein, and that the information provided herein is true and correct to the best of Affiant's knowledge and belief. A fiant SWORN TO AND SUBSCRIBED before me this/ fay of s , 20PV (Seal) Notary Public in and for the State of NOTE: This affidavit constitutes a government record as defined by Section 37.01 of the Texas Penal Code. Submission of a false government record is punishable as provided in Section 37.10 of the Texas Penal Code. Attach additional pages if needed to supply the required names and addresses. R:\Karen\Files\Contracts\Affidiavit of Ownership or Control.doc Affidavit of Ownership or Control,Page 3 • CERTIFICATE OF INSURANCE • • ".., This certifies that ❑ STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois ❑ STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois ❑ S• TATE FARM FIRE AND CASUALTY COMPANY, Scarborough, Ontario ❑ S• TATE FARM FLORIDA INSURANCE COMPANY,Winter Haven, Florida ® STATE FARM LLOYDS, Dallas,Texas insures the following policyholder for the coverages indicated below: Policyholder BAYTOWN CHAMBER OF COMMERCE Address of policyholder PO BOX 330, BAYTOWN, TX 77522 Location of operations 3300 ROLLINGBROOK, SUITE 400, BAYTOWN, TX 77521 Description of operations CHAMBER OF COMMERCE The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is subject to all the terms, exclusions, and conditions of those policies.The limits of liability shown may have been reduced by any paid claims. POLICY PERIOD LIMITS OF LIABILITY POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period) 90-NB-9254-5L Comprehensive 3/3/2010 3/3/2011 BODILY INJURY AND Business Liability PROPERTY DAMAGE This insurance includes: ® Products-Completed Operations ® Contractual Liability Each Occurrence $ 1 MILLION ❑ Personal Injury ❑Advertising Injury General Aggregate $2 MILLION ®ADDITIONAL INSURED: CITY OF BAYTOWN, ❑ ITS OFFICERS,EMPLOYEES AND WORK AGENTS Products—Completed $2 MILLION NON-OWNED AUTO & HIRED VEHICLE LIABILITY Operations Aggregate POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE EXCESS LIABILITY Effective Date ; Expiration Date (Combined Single Limit) ❑ Umbrella Each Occurrence $ ❑ Other Aggregate $ POLICY PERIOD Part I -Workers Compensation - Statutory Effective Date Expiration Date 90-BB-P435-5F * Workers' Compensation 4/17/2010 4/17/2011 Part II - Employers Liability and Employers Liability Each Accident $ 100000 Disease-Each Employee $ 100000 Disease- Policy Limit $ 500000 POLICY PERIOD LIMITS OF LIABILITY POLICY NUMBER TYPE OF INSURANCE Effective Date Expiration Date (at beginning of policy period) THE CERTIFICATE OF INSURANCE IS NOT A CONTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POLICY DESCRIBED HEREIN. Name and Address of Certificate Holder If any of the described policies are canceled before CITY OF BAYTOWN their expiration date, State Farm will try to mail a PO BOX 424 written notice to the certificate holder 30 days before BAYTOWN, TX 77522 cancellation. If however,we fail to mail such notice, no obligation or liability will be imposed on State Farm or its agents or representatives. *WORKERS COMPENSATION INCLUDES A WAIVER OF SUBROGATION IN FAVOR OF THE CITY OF BAYTOWN. Signature of Authorized Representative AGENT 04/15/2010 Title Date BILL BLACK Agent Name Telephone Number 281-427-7888 Agent's Code Stamp Agent Code 53-6783 AFO Code F113 558-994 a.5 Rev.11-08-2004 Printed in U.S.A.