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HomeMy WebLinkAboutC2008-303 - 8/19/2008 - ApprovedCONSULTING SERVICES AGREEMENT THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS COUNTY OF NUECES § This Consulting Services Agreement ("Agreement") is executed by and between the City of Corpus Christi, Texas, a municipal corporation ("City") and the Corpus Christi Regional Economic Development Corporation, a Texas nonprofit corporation organized for the purpose of promoting economic development of the Corpus Christi area ("Contractor"). 1. Description of Services. Contractor agrees to provide professional services to the City in the area of economic development. Contractor will organize, coordinate, and lead the expansion of the Corpus Christi area's economic base through actions and programs that encourage and cause retention, expansion, and recruitment of industrial, manufacturing, distribution, and service employers. The professional services to be performed by Contractor may include the following: (a) Create and implement programs and strategies designed to promote the prosperity of; retention of; and expansion of existing industries and business enterprises. (b) Aggressively recruit and promote the Corpus Christi Bay area to prospects for new industries and business enterprises, particularly those which would substantially increase employment. (c) Negotiate, subject to the approval of the City Council of the City or other applicable jurisdictions, attractive, sound, and economically viable incentives designed to foster the maintenance and expansion of existing industries and business enterprises as well as the inducement of new ones. (d) Advise and update the City of Contractor's status and progress on a quarterly basis. (e) Undertake, from time to time, contingent upon both funding and resources, and at the direction of Contractor's board of directors: (1) Development of information and conducting research on area and regional economics, finance, education and training, housing, planning, development, and other similar areas of public concern which are deemed necessary to further its efforts; and (2) Assistance in the dissemination of pertinent local information by using a broad range of delivery vehicles as deemed prudent and effective. (f) Conduct any and all other lawful activities which aid, assist; and encourage the ernnnmlr prosperity and development of the City. 2008-303 M2008-223 Page 1 of 6 08/19/0$ iREEMENT 08202008 EDC (g) Prepare a comprehensive economic development strategy and present a report to the City Council and City Staff. (h) Provide year to date financial statements for the current year, audited financial statements and a current budget. (i) Provide a current copy of all membership lists and by-laws, as requested by City staff. (j) Provide technical assistance as needed to further the City Economic Development goals. 2. Records. Contractor agrees to record the revenues received from the City for economic development services as a portion of its general revenues on its books of account. Contractor agrees to record all of its revenues and expenditures in financial statements prepared in accordance with generally accepted accounting principles, which financial statements shall be made available to the City Manager or designee upon request. 3. Reports. Quarterly on dates designated by the City Manager, Contractor shall furnish to the City a performance report of its economic development services performed pursuant to this Agreement which shall reflect overall activity, meetings, contacts and other activities conducted by Contractor, such reports are to include such data as may be reasonably required by the City. Any communications or contacts which are of a confidential nature shall be limited to a general description only. 4. Compensation. The City agrees that for the economic development services performed by Contractor, the City shall pay to Contractor the sum of $475,000.00 for the initial one-year period covered by this Agreement and thereafter that amount set by the City in its annual budget each year for compensation under this Agreement. The fees and expenses due for economic development services under this Agreement shall be payable in the first quarter. A detailed report of the activities of the Contractor, including descriptions of how the proposed activities meet the requirements of this Agreement, shall be provided by Contractor with the invoice 5. Pre-payment Review. Prior to issuing any payment, City reserves the right to request and receive sufficient information from Contractor to ensure that Contractor meets the requirements of this Agreement. General Provisions 6. Directors. (a) In addition to the two (2) City directors designated in subsection 6(c), the City Council of the City shall be entitled to nominate four (4) of the members of the board of directors of Contractor, which persons may be City Council members or other public representatives. Such directors shall serve three-year terms staggered as provided in Contractor's bylaws, copy attached by Contractor; provided that the term of office of any director who is a public official shall coincide with his or her term of public Page 2 of 6 EDC CONSULTING SERVICES AGREEMENT 08202008 office. Also, the City Manager shall serve as an ex-officio, non-voting member of the board of directors of Contractor. (b)Each of the above directors nominated by the City shall be elected to the board of directors of Contractor by the majority vote of its board. In the event Contractor fails to elect any directors, such failure shall constitute a breach of this Agreement and all funding by the City shall be terminated. (c)The remainder of Contractor's board of directors shall be comprised of not more than seven (7) persons elected by Contractor's membership in accordance with its bylaws, three (3) appointed by other governmental entities, and the Mayor of the City and a Council member appointed by the Mayor, and the County Judge of Nueces County. In the event the City fails to renew this Agreement or make the annual appropriations required under this Agreement, all directors nominated by the City and appointed by Contractor shall forfeit their remaining terms of office. 7. Contracts. The City and Contractor agree that in no event shall the City be liable for any contracts made by Contractor with any person, firm, corporation, association or governmental body. 8. Non-liability. The City and Contractor agree that in no event shall the City be liable for any damages, injuries, or losses charged to or adjudged against Contractor arising from its operations, or the use or maintenance of its facilities. 9. Annual Appropriations. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council and that each fiscal year's funding must be included in the budget for that year and is not effective until so approved by the City Council. 10. Term. The term of this Agreement shall commence as of August 1, 2008, and it shall continue until July 31, 2009, subject to earlier termination as provided herein, and subject to renewal automatically on an annual basis. 11. Termination. Either party may terminate this Agreement at any time for any reason by giving one month's prior written notice to the other party. Upon early termination by either party, Contractor shall repay City a 1/12 X total value of this agreement X number of months remaining in the term, within 30 days of receipt of notice from City Manager. 12. Change of Name. Contractor specifically reserves the right to change its name as a corporate entity and do business under one or more assumed names in compliance with the laws of the State of Texas. No such change of name or use of additional names shall be deemed a modification of this Agreement. Contractor shall promptly notify City of any such change of name. 13. Equal Opportunity Employer. Contractor agrees to abide by the equal opportunity requirements of the City for its contractors and shall: Page 3 of 6 EDC CONSULTING SERVICES AGREEMENT 08202008 (a) treat all applicants and employees without discrimination as to race, color, religion, sex, national origin or disability; and (b) identify itself as an "equal opportunity employer" in all help-wanted advertising or requests. 14. Notices. All notices, requests or other communications related to this Agreement shall be made in wilting and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given in accordance with (a) hereof shall be effective upon deposit in the United States mail. The notice addresses of the pasties shall, until changed as provided herein, be as follows: City: City of Corpus Christi, Texas 1201 Leopard Street P.O. Box 9277 Corpus Christi, Texas 78469 Attn: City Manager Contractor: Corpus Christi Regional Economic Development Corporation 1201 Shoreline Drive P.O. Box 640 Corpus Christi, Texas 78403 Attn: President 15. Severability. If for any reason any section, paragraph, subdivision, clause., phrase, word or provision of this Agreement shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this Agreement, for it is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. 16. Lawful Service. The parties mutually agree that the services provided under this Agreement are lawfully authorized services which the City is purchasing from Contractor. 17. Modifications and Counterparts. This Agreement may not be assigned by Contractor without prior written approval of City. No amendments, modifications or other changes to this Agreement shall be valid or effective absent the written agreement of the parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. Page 4 of 6 EDC CONSULTING SERVICES AGREEMENT 08202008 EXECUTED on the dates indicated below but effective as of the 1 st day August, 2008. CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION By: ~y ~ ~_ Date: 8 2.1 ~ Chairman of the Board CITYOF CORPUS CHRISTI, TEXAS By: Date: ~ as bb'` eorge K. Noe ity Manager ATTEST: By: DDS-~3,~urtwkicr~ Armando Chapa er CauNCll.-.~=°-~,y-~f=s- City Secretary APPROVED AS TO LEGAL FORM: SECRtTARY~9. This ~ ~ day of ~~S vs ~ , 2008. By: R. Jay eir~i g Firs ssistant Ci Attorney For City Attorney Page 5 of 6 EDC CONSULTING SERVICES AGREEMENT 08202008 MOTION - Motion authorizing the City Manager or his designee to execute an agreement with the Corpus Christi Regional Economic Development Corporation (EDC) whereby the EDC will promote economic development in the Corpus Christi Bay area for annual fee of $475,000. The term of the agreement is August 1,2008 through July 31, 2009. ATTEST: Armando Chapa City Secretary Henry Garrett Mayor, City of Corpus Christi Page 6 of 6 EDC CONSULTING SERVICES AGREEMENT 08202008