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.
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(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
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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:
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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.
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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
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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
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EDC CONSULTING SERVICES AGREEMENT 08202008