Loading...
Ordinance No. 12,278OFUDYNANCIH N(). 12,279 AN CARIDINANCIE OF 11 HE CITY CTOUNCII. wo mus cri-v cm- B.AY-rOwN, TI--- XAS, j%LFJ11CMUZIN(J z*�,NL3 LIMETUrium ITIE CITY N,1ANACiI.-.,,',1L I--XL---CUE'L:-, i%. 13 C',LF-F?,K 'I-0 A'F-F`ES'F 'YO AN ERCONC3POIC: OFRNZITI.(WMI�NT wmiummimpor wom -I'mmusm iwfl J3R0N4C)J"1(.,)N SL--,F,1,V1CF:: S )kV[Tll 1.,,( C) N C) N1 I I IOUS'FON Pon, RIFECIMN "FO U-NI IANCIT ANI",D -rc,�wt�,isN,,i It N ED T1 I 1 1 CCC)N V ON x-"4'44 ED 11 (3-1111. 1 N L3 U STR Y I N T] I E C YI * Y 0F" B A Y "1'0 W N AT' F) YFS V ICIN MY; AWATIORIZING JOWMEANT BY '11 CITY C)F-, I3A"l'T(--)NVN IN /m mvioupwr wyr 'm EEXC F-*,Vf 1-1•14 TI MUS/1,5413 AI"" O 1401100 I3011.1-ARS, (SIOJUHTOO); MAKINO C31111" AZ PROVISIMNS RUA.Al-E0 TI-1IFRL-,E-C); ANI-) iwwwamom I&= -ru"s IWIFECAIVER, mvrim -munimcm sectic'm 1: That, tile City COUncil of the City of Baylov�,n, 'Fexas, hereby mathorizes and directs floc City, N'tanage• un exuume and the City, CAerk U) attest tca aann I.Econc.n.iiic IDevelopin✓nt Ag•eerrient Nvith In ic Alliance I-k.-naston P(,,wt Ftegion to enhance and p"mmoue tonrisiri and the mid hotel industry in the City of Baytown and its vicinit, At copy of said agreerneril is attached hereto, inarked L ,Khibit -A.," and, triade an 1b<art hercoff'or anl1 iritents and purposes. `;ecliori 2-- That the City Clounicil (-)E tile City of, Raylown auth(:arizcs payment R3 Bconomic POINnee Houswn Port Pegian in art aint-)mal to exceed TFEN 1-1 IOUSAN L3 AN is NO/ 1 (30 130IMARSS (SIOJ)iMIOO) Ilan- Immutumional and advertiAng services in accordance -*vide the Agreenlent airthorized in Section 2 hcrcinabovo Section 3: "I'hat the City Manager is hereby granted general anthtwit-, to approve a decrease or an increase in coasts by 'V1-1(:,)U'SA'6' D ANIA NO/100 1301.1-AIMS ($5(),OO(). <)()) (>r less, provided that tile arlioun't allthorized in Section 2 hereof' may zu:,it be increved by more than t%venty-Hvc percent (2500). Section 4: This ordinance Shall take efTect immQdialcly City C'Ouncil, (.,)J, lht City of INTROLDUCTIM, ITITAM and PASSF-1-3 by the .1171-11-mative Baytown this the 27'r,' day dal June 201A A AW .13 1 cd�A,ACIC) RANIIEU--Z, SR., C:'ie Attorney R Maw"WORAMW and after its passage by Ow of tile City Coluncil (-)I' the City (.)I' D 0 N CA I �' , L " S, N,4 a y (-,) I- Exhibit "A" ECONOMIC DEVELOPMENT SERVICES AGREEMENT FOR TOURISM AND PROMOTION SERVICES 2013-2016 THIS Economic Development Services Agreement for Tourism and Promotion Services ( "Agreement ") is made and entered into by and between the Economic Alliance Houston Port Region, a Texas non - profit corporation, (hereinafter the "Economic Alliance "), and the City of Baytown, a home -rule municipal corporation (the "City ") for the purposes described herein. WHEREAS, the Economic Alliance is a non - profit corporation organized to promote economic development with an emphasis on performance in the southeast portion of Harris County and specifically has undertaken a tourism development project — the San Jacinto Texas Historic District; and 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 City desires to participate in cooperative projects with the Economic Alliance through the San Jacinto Texas Historic District in order to enhance and promote tourism and the convention and hotel industry in the City and its vicinity; and WHEREAS, the Economic Alliance is qualified and willing to perform such functions; NOW THEREFORE, in consideration of the covenants and conditions stated herein and in consideration of the mutual benefits that will accrue to each of the Economic Alliance and the City (collectively the "Parties "), as well as to the citizens of the City of Baytown, Texas, the Parties have agreed and do hereby agree as follows: ARTICLE I Qualifications of the Economic Alliance The Economic Alliance represents that: a. the Economic Alliance is a non - profit entity that is authorized to promote tourism in Harris County and is currently in good standing with the State and Federal government; b. the Economic Alliance is engaged in an on -going effort to attract tourists to East Harris County through the development of the San Jacinto Texas Historic District and other projects; and c. the Economic Alliance hereby agrees to participate in joint projects and coordinate its activities with the City in an effort to reduce duplication of services and to enhance cooperation regarding tourism development and specifically Project Stars. Economic Development Services Agreement. Page 1 ARTICLE II Scope of Services 2.01 For and in consideration of the payment by the City to the Economic Alliance, the Economic Alliance 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. To that end, the Economic Alliance will provide to the City of Baytown the following services: a. Promote or advertise the City of Baytown and its surrounding area to attract conventions, visitors and businesses; b. Present Baytown in the marketing materials and programs of the Economic Alliance, including its regional website and newly created San Jacinto Texas Historic District; c. Provide copies of Economic Alliance publications; d. Invite City officials and staff to all events, workshops or forums organized and /or hosted by the Economic Alliance; e. Reserve one voting membership position on the Board of Directors of the Economic Alliance for a designee of the Baytown Chamber of Commerce; and f. Reserve one voting membership position on the Board of Directors of the Economic Alliance for a designee of the City of Baytown; and g. Perform such other duties as may be agreed upon between the Parties from time to time in writing. 2.02 The Economic Alliance 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 Economic Alliance shall not utilize hotel occupancy tax funds for any expenditure which has not been specifically documented to satisfy the purposes set forth in Sections 2.01 hereinabove. 2.03 The Economic Alliance 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 Economic Alliance funded by hotel occupancy tax revenue. This budget shall specifically identify proposed expenditures of hotel tax funds by the Economic Alliance. 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 Economic Alliance any hotel tax revenues unless a budget has been approved in writing by the City Council authorizing the expenditure of funds. The Economic Alliance acknowledges that the approval of such budget by the City Council creates a fiduciary duty in the Economic Alliance with respect to the hotel occupancy tax funds paid by the City to the Economic Alliance under this Agreement. The Economic Alliance 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. Economic Development Services Agreement. Page 2 2.04 The Economic Alliance shall maintain any hotel tax funds paid to the Economic Alliance by the City in a separate account and shall not commingle such funds with any other money. 2.05 The Economic Alliance shall maintain complete and accurate financial records of each expenditure of the hotel occupancy tax funds made by the Economic Alliance. 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 Economic Alliance shall make such financial records available for inspection and review and shall provide copies of the same if so requested. The Economic Alliance 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. 2.06 After initial receipt of the hotel occupancy tax funds, and within thirty (30) days after the end of every contract quarter, the Economic Alliance 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 Economic Alliance shall prepare and deliver all reports to the City Clerk in a form and manner approved by the City Manager or his designee. The Economic Alliance shall respond promptly to any request from the City Manager or his designee for additional information relating to the activities performed under this Agreement. 2.07 Thirty (30) days after the end of each year of this Agreement and at such other times as may be requested by the City Manager, the Economic Alliance will furnish to the City a performance report of its work under this Agreement which shall reflect overall activities conducted, expenditures made pursuant to this Agreement, and other information as may be required by the City. ARTICLE III Term 3.01 Subject to Section 3.02 and Article V, this Agreement is for the period beginning July 1, 2013 and ending June 30, 2016. 3.02 It is expressly understood and agreed by both the Economic Alliance and the City that any term of this Agreement beyond the first calendar year Agreement is contingent upon funds being appropriated by the City Council of the City for services to be provided pursuant to this Agreement. Should funds not be appropriated, this Agreement shall become null and void without further notice and both parties shall be relieved of any and all obligations hereunder after the expiration of the period for which funds were appropriated, with the exception of the liabilities and obligations assumed by the Economic Alliance herein. Economic Development Services Agreement. Page 3 ARTICLE IV Terms of Payment and Service Reporting 4.01 Subject to Section 4.04 of this Agreement the City agrees to pay the Economic Alliance an amount not to exceed THIRTY THOUSAND AND NO /100 DOLLARS ($30,000.00) over a three -year contract period, billed in annual installments of TEN THOUSAND AND NO /100 DOLLARS ($10,000.00). Such payment shall be made 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 Economic Alliance in performing the services required hereunder. 4.02 The Economic Alliance shall submit three annual billing statements to the City, each for TEN THOUSAND AND NO /100 DOLLARS ($10,000.00), within thirty (30) days of July 1, 2013, July 1, 2014 and July 1, 2015. 4.03 The City shall process such statements and make payment within thirty (30) days after receiving a proper invoice therefor. 4.04 The parties understand and agree that any funds not used for advertising and conducting promotional programs to attract tourists to the Baytown area in accordance with this Agreement in any given year shall be refunded to the City within fifteen (15) days after the conclusion of each such year. ARTICLE V Termination 5.01 Either party may terminate this Agreement upon ten (10) days' written notice for any or no reason. 5.02 Either party may terminate this Agreement upon thirty (30) days' written notice upon default by the other party. Default by a party occurs if the party fails to perform or observe any of the terms and conditions of this Agreement required to be performed or observed by that party. Should a default occur, the party against whom the default has occurred has the right to terminate all or part of its duties under this Agreement as of the thirtieth (3(y") day following the receipt by the defaulting party of a notice describing the default and intended termination, provided: (i) the termination is ineffective if within the thirty -(30) day period the defaulting party cures the default or (ii) the termination may be stayed, at the sole option of the party against whom the default has occurred, pending cure of the default. 5.03 Should this Agreement be terminated pursuant to Section 5.01 or 5.02, within ten days from the termination notification, the Economic Alliance shall provide a listing of expenditures that have occurred since the annual period for which funds were last appropriated together with a final accounting of all expenditures and tax funds on the day of termination. Any use of remaining funds by the Economic Alliance 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, and further conditioned upon such contractual obligations having a term not exceeding the portion of the term of this Agreement for which funds have been appropriated. Economic Development Services Agreement, Page 4 ARTICLE VI Miscellaneous 6.01 The relationship of the Economic Alliance 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 Economic Alliance's employees or representatives, shall have no authority over the Economic Alliance's decisions, and shall have no rights to ownership of internal working papers or other information or data of the Economic Alliance, except as otherwise specifically authorized or required herein. 6.02 This Agreement shall be binding upon and inure to the benefit of the City and the Economic Alliance and shall not bestow any rights on any third parties. 6.03 Failure of either party hereto to insist on the strict performance of any of the provisions hereof or failure of performance, shall not be considered a waiver of the right to insist on or 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 failure of performance. 6.04 This Agreement shall be subject to and construed in accordance with the laws of the State of Texas and of the United States of America and is performable in Harris County, Texas. 6.05 All notices required or allowed hereunder shall be given in writing and shall be deemed delivered when actually received or on the third day following its deposit into a United States Postal Service post office or receptacle with prepaid postage affixed thereto, and sent by certified mail, return receipt requested, addressed to the respective party at the address set forth below, or at such other address the receiving party may have theretofore prescribed by written notice to the sending party: If to BAYTOWN: CITY OF BAYTOWN Attn: City Manager 2401 Market Street Baytown, Texas 77520 If to the ECONOMIC ALLIANCE: ECONOMIC ALLIANCE HOUSTON PORT REGION Attn: Chad Burke, President /CEO 203 Ivy Avenue, Ste 200 Deer Park, Texas 77536 6.06 If any of the terms, provisions, covenants, conditions or any other part of this Agreement is held for any reason to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, conditions or any other part of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 6.07 This Agreement contains the entire agreement of the parties, superseding all oral or written previous and contemporaneous agreements between the Parties relating to the matters herein. Any changes or amendments hereto must be in writing and signed by both parties. 6.08 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, charter provision, or applicable state law. Nothing contained Economic Development Services Agreement, Page 5 herein shall be construed in any way so as to waive in whole or part the City's sovereign immunity. The Economic Alliance 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 Economic Alliance's work to be performed hereunder. This release shall apply with respect to the Economic Alliance's work regardless of whether said claims demands, and causes of action are covered in whole or in part by insurance. 6.09 The Economic Alliance shall not assign this Agreement without first obtaining the written consent of the City. 6.10 The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. 6.11 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. 6.12 The officers executing this Agreement on behalf of the Parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he /she represents. IN WITNESS WHEREOF, the parties hereto have executed this Contract in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same agreement on the day of , 2013, the date of execution by the City Manager of the City of Baytown. ATTEST /SEAL: By: Name Printed: Title: Date Signed: Economic Develorament Services Agreement, Page 6 ECONOMIC ALLIANCE HOUSTON PORT REGION By: Name Printed: Title: Date Signed: ATTEST /SEAL.: CITY OF BAYTOWN By: By: Name Printed: Name Printed: Title: Title: Date Signed: Date Signed: Economic Development Services Agreement. Page 7