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R-10-09-23-10F1 - 9/23/2010RESOLUTION NO. R -10-09-23-10F1 WHEREAS, §380.001 Texas Local Government Code provides that a municipality may establish a program to promote local economic development and to stimulate business and commercial activity in the municipality; and WHEREAS, §380.001 also provides that the municipality may administer such program by the use of municipal personnel and may contract with another entity for the administration of a program; and WHEREAS, the City of Round Rock ("City") and the Round Rock Chamber of Commerce ("Chamber") have developed a program to promote economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City and the Chamber further wish to enter into an agreement for the joint administration and funding of said program, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Administration and Funding Agreement for the City of Round Rock Economic Development Program with the Chamber, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. O:\wdo x\SCCInts\0112\ 1005\MUNICIPAL\00202409.DOC/rmc RESOLVED this 23rd day of September, 2010. ATTEST: SARA L. WHITE, City Secretary 2 ALAN MCGRAW, Mayor City of Round Rock, Texas ADMINISTRATION AND FUNDING AGREEMENT FOR THE CITY OF ROUND ROCK ECONOMIC DEVELOPMENT PROGRAM 00202056/bowden/jkg by and between THE CITY OF ROUND ROCK, TEXAS and THE ROUND ROCK CHAMBER OF COMMERCE Dated: September 23, 2010 EXHIBIT „A„ ADMINISTRATION AND FUNDING AGREEMENT FOR THE CITY OF ROUND ROCK ECONOMIC DEVELOPMENT PROGRAM This Administration and Funding Agreement for the City of Round Rock Economic Development Program (the "Agreement") is made and entered into as of September 23, 2010 by and between the City of Round Rock (the "City"), a Texas home rule municipal corporation, and the Round Rock Chamber of Commerce (the "Chamber"), a corporation organized and existing under the laws of the State of Texas. WITNESSETH: WHEREAS, §380.001 of the Texas Local Government Code provides that the governing body of a municipality may establish and provide for the administration of one or more programs to promote state or local economic development and to stimulate business and commercial activity in the municipality; and WHEREAS, said §380.001 also provides that the governing body may administer such programs by the use of municipal personnel and may contract with another entity for the administration of a program; and WHEREAS, the City and the Chamber wish to jointly develop a program to promote economic development and to stimulate business and commercial activity in the City of Round Rock; NOW, THEREFORE, premises considered, the City and the Chamber agree to enter into this Agreement as follows: ARTICLE I ECONOMIC DEVELOPMENT PROGRAM Section 1.01. Economic Development Program. The City and the Chamber agree to work together to develop an economic development program (the "Program") to promote economic development and to stimulate business and commercial activity in the City of Round Rock. The City and the Chamber anticipate that the Program will include elements for (1) existing business retention and expansion, (2) recruitment of new business, (3) small business development, (4) planning for the expansion of necessary infrastructure, and (5) the development of appropriate criteria for government incentives. ARTICLE II ADMINISTRATION Section 2.01. Chamber's Administration Responsibilities. The Chamber agrees to provide a qualified and competent staff, including at least one full time professional to be assigned to the promotion of economic development and the attraction of business and industry to the City. The Chamber agrees to provide the management and administrative services necessary to operate the Chamber and to implement the Program. With respect to the retention and expansion of existing businesses, the Chamber agrees that its efforts will include the following: a) systematic visitation program; b) the support of small business; c) programs that promote business among local industry; and d) general support of existing Chamber members. With respect to recruitment of new business, the Chamber agrees that its efforts will include the following: a) the development of prospects; b) organizing and conducting recruitment trips and trade shows; c) the gathering and dissemination of information regarding available buildings and development sites; d) marketing and advertising; and e) maintaining adequate and pertinent community data such as demographics and economic information that supports the Program. Section 2.02. City's Administration Responsibilities. The City agrees to provide qualified and competent staff assigned to the promotion of economic development and the attraction of business and industry to the City. The City agrees to provide the management and administrative services necessary to implement the Program. The City agrees to continue its efforts to provide for the planning and construction of expansions and upgrades to the infrastructure necessary for the Program, including roads, water and wastewater, and related infrastructure needs. The City agrees to supply general support to the Chamber in fulfilling its responsibilities as set forth in Sec. 2.01 above. Section 2.03. Joint Chamber and City Responsibilities. The Chamber and the City agree that from time to time it will be necessary for both parties to work closely together on special projects. An example of a previous special project is the Higher Education Center ("HEC"). Because each special project will have unique needs, the parties agree that the division of responsibilities will be determined and agreed upon on a case-by-case basis. ARTICLE III FUNDING Section 3.01. Submission of Budget. On or before April 1 of each year, the Chamber shall submit a proposed action plan and budget for the Program for the City's upcoming fiscal year. The budget submitted by the Chamber shall translate the Program action plans into financial terms, and shall contain comparative columns showing previous year actual, current year budget and requested budget for the upcoming year. Revenues should be categorized by major source and expenses categorized by purpose. 2 Section 3.02. Budget Review and Funding. The City agrees to review the proposed budget and to take action thereon prior to the beginning of its fiscal year. Subject to the consent and approval of the City Council, the City agrees that it will budget a sum of money each fiscal year to be paid to the Chamber in consideration of its responsibilities and services to be provided as described herein. The Chamber shall submit a monthly expense report as soon as possible after the conclusion of each month and shall be reimbursed by the City on a monthly basis for expenses incurred in accordance with the approved budget within 30 days of receipt of the request. The Chamber agrees that it will continue to provide financial support for the Program on an annual basis as budgeted and approved by the Chamber's Board of Directors. Section 3.03. Quarterly Financial Statements and Progress Reports. On a monthly basis, the Chamber agrees to provide the City with a financial report detailing the revenues received and expenditures made in relation to the approved budget. A quarterly program progress report will also be developed and provided to the City. Section 3.04. Annual Audit. No later than six months following the end of the Chamber's fiscal year, the Chamber agrees to provide to the City a copy of its annual audit which shall include the Program funds and expenditures. The annual audit shall be prepared by an independent public accountant in accordance with generally accepted accounting standards. The Chamber agrees to permit the audit of these funds and expenditures by the City or its designated auditor. ARTICLE IV ECONOMIC DEVELOPMENT PROGRAM OVERSIGHT COMMITTEE 4.01. Purpose. The City and the Chamber hereby agree that it is in the best interest of each of them to create a committee for the purpose of providing ongoing and permanent oversight to ensure that the goals and objectives of the Program are being met and that taxpayer dollars are being spent in an efficient and cost effective manner. 4.02. Creation. The City and the Chamber hereby agree to create such committee to be called the Economic Development Program Oversight Committee (the "Committee"). 4.03. Membership and Organization. (a) Permanent Members. The Committee shall have six (6) Permanent Members. The City will have three (3) Permanent Members composed of a City Council representative, the City Manager and a member of city staff designated by the City Manager. The Chamber will have three (3) Permanent Members composed of the Chairperson of the Chamber Board, the Chamber President and the Momentum Chair. (b) Non -Permanent Members. The Committee may have three (3) Non -permanent Members. These members shall be appointed by the Permanent Members. 3 (c) Investor Members. In addition to the aforesaid Permanent and Non -permanent Members, there may be an undetermined number of Investor Members representing the highest level investment group of Momentum. Each such individual or entity may name one senior level representative to be an Investor Member by submitting their name in writing to the Chairperson of the Committee. Investor Members shall be entitled to vote on matters brought before the Committee. (d) Qualifications. In addition to the above qualifications, all Non -permanent Members and Investor Members are required to be members in good standing of the Chamber and either be residents of or employed within the City' s corporate limits or its extraterritorial jurisdiction. The Non -Permanent and Investor Members shall have an interest in the Chamber and in the economic development of the City. These members are also expected to exhibit a high level of attendance, a willingness to contribute to the discussion of important issues, the ability to help raise funds for the program, and the knowledge and opinions of a community leader. (e) Terms for Non -permanent Members and Investor Members. The Non -permanent Members shall serve for three (3) years or until their successors are appointed; however, for the initial appointments, two (2) shall serve for one year, two (2) shall serve for two years, and two (2) shall serve for three years. Vacancies shall be filled for the remainder of the unexpired term. The Investor Members may serve for the duration of the Momentum pledge term, subject to being in good standing with Momentum. (f) Officers. The City Council representative shall be the chair and presiding officer of the Committee. The Chamber Chairperson shall be the vice -chair of the Committee. Other officers and sub -committees shall be appointed at the discretion of the members of the Committee. (g) Ex -officio Members. The Round Rock ISD and the County Commissioners Court may have one representative each to serve as non-voting members. (h) Removal. The permanent Members shall have the right to remove any Non -permanent Member, Investor Member, or Ex -officio Member for good cause. Good cause for removal shall include the unexcused failure to attend three (3) consecutive meetings of the Committee. The member subject to removal shall have the right to present evidence as to why he/she should not be removed. (i) Quorum. Seven (7) Permanent and/or Non -permanent Members shall constitute a quorum for the consideration of matters pertaining to the purposes of the Committee. The affirmative votes of a majority of the voting members present shall constitute the act of the Committee. 4 (j) Proxy Voting. Proxy voting by any Member shall not be permitted. 4.04. Duties. The purpose of the Committee is to provide for efficient, economical, and effective controls to ensure that the goals and objectives of the Program are being timely met. The duties of the Committee shall be strictly advisory in nature and it shall have no authority to obligate the City or the Chamber in any financial way nor shall the Committee have the authority to make expenditures of City or Chamber funds. The Committee shall be advisory only and specifically shall have no rule- making or quasi-judicial power. The Committee is not a department, agency or political subdivision of the City. In addition, responsibilities of the Committee shall include: a) Oversight of Round Rock Economic Development Budget; b) Oversight of monthly Round Rock Economic Development Financial Statements; c) Oversight of strategic plan and program activities; and d) Maintaining confidentiality of projects. 4.05. Reporting. The Committee shall make semi-annual reports to the City Council and the Chamber Board of the status of the goals and objectives of the Program, including the accomplishments since the last report, and describing ongoing efforts and future plans regarding the Program. 4.06. Rules of Procedure. All meetings of the Committee shall be conducted generally in accordance with Robert's Rules of Order, in its most current revised edition. ARTICLE V TERM Section 5.01. Term of Agreement. The term of this Agreement shall commence on the execution hereof and extend to September 30, 2011. Regardless of the foregoing, both parties anticipate this Agreement to be a long term multi-year relationship between the City and the Chamber, subject to annual renewals thereof. Section 5.02. Termination or Cancellation. Except as provided below, this Agreement may only be cancelled or terminated upon mutual consent of the parties. Upon termination as provided herein, all obligations shall cease herein, and the City shall only provide funding for expenses actually expended or incurred up to the date of termination; provided, however, that the City shall not have an obligation to fund such incurred expenses unless the City receives the benefit of such expenses. Any and all funds paid to the Chamber in accordance with Article III of this Agreement, which are not used to pay actual expenses prior to the date of termination, shall be returned to the City. If either party defaults in the performance of this Agreement, or materially breaches any of its provisions, the defaulting party shall have thirty (30) days after delivery to it of written notice of such default within which to cure such default. If the defaulting party fails to cure its default within such period of time, then the non -defaulting party shall have the right without further notice to terminate this Agreement. 5 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Relationship of Parties. Nothing contained herein shall be deemed or construed to make the City the agent, servant, or employee of the Chamber, or to create any partnership, joint venture, or other association between the City and the Chamber. Alternatively, nothing contained herein shall be deemed or construed to make the Chamber the agent, servant, or employee of the City, or to create any partnership, joint venture, or other association between the Chamber and the City. Section 6.02. Amendment. This Agreement may not be altered, waived, amended or extended except by an instrument in writing approved by the Round Rock City Council and the Board of Directors of the Chamber. Section 6.03. Notice. Any notice required by this Agreement shall be sent to the following: To the City: City of Round Rock City Manager 221 E. Main St. Round Rock, Texas 78664 With copy to: Stephan L. Sheets City Attorney 309 E. Main St. Round Rock, Texas 78664 To the Chamber: Round Rock Chamber of Commerce President 212 E. Main St. Round Rock, Texas 78664 With copy to: Round Rock Chamber of Commerce Chair 212 E. Main St. Round Rock, Texas 78664 6 Section 6.04. Applicable Law. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Venue for any proceeding to enforce this Agreement shall be in Williamson County, Texas. Section 6.05. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Section 6.06. Non -Appropriation. The obligation of the City for payment and any other monetary obligations under this Agreement are each subject to an appropriation and, accordingly, (a) shall constitute a current expense of the City in the fiscal year to which an obligation applies and (b) shall not constitute an indebtedness of the City within the meaning of any applicable governmental rule. Nothing herein shall constitute a pledge by the City of any funds, other than funds designated pursuant to lawful appropriations from time to time to pay any money or satisfy any other monetary obligation under any provision of this Agreement. IN WITNESS WHEREOF, this Agreement is entered into and effective as of the day of September, 2010. Round Rock Cha f Commerce y: title: 1:Ve7CLCD 7 City of Round Rock, Texas by: Alan McGraw, Mayor Attest: Sara White, City Secretary For City, approved as to form: Stephan L. Sheets, City Attorney ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY Agenda Item No. 10F1. City Council Agenda Summary Sheet Agenda Caption: Consider a resolution authorizing the Mayor to execute "Administration and Funding Agreement for the City of Round Rock Economic Development Program" with the Round Rock Chamber of Commerce. Meeting Date: September 23, 2010 Department: Finance Staff Person making presentation: Cheryl Delaney Finance Director Item Summary: On September 22, 2005, the City approved an Economic Development Program Administration Agreement with the Round Rock Chamber of Commerce. This item enhances that agreement by extending the agreement time period until September 30, 2011. Strategic Plan Relevance: 16.0 Develop financial capital needed to support business growth and development, and improve the financial advantages of operating in the City. 8.0 Maintain and enhance public confidence, satisfaction and trust in City government. Cost: $450,000.00 Source of Funds: General Fund Date of Public Hearing (if required): N/A Recommended Action: Approval EXECUTED DOCUMENT FOLLOWS ADMINISTRATION AND FUNDING AGREEMENT FOR THE CITY OF ROUND ROCK ECONOMIC DEVELOPMENT PROGRAM by and between THE CITY OF ROUND ROCK, TEXAS and THE ROUND ROCK CHAMBER OF COMMERCE Dated: September 23, 2010 00202056/bowden/jkg R. -10'061 -2,5-00f/ ADMINISTRATION AND FUNDING AGREEMENT FOR THE CITY OF ROUND ROCK ECONOMIC DEVELOPMENT PROGRAM This Administration and Funding Agreement for the City of Round Rock Economic Development Program (the "Agreement") is made and entered into as of September 23, 2010 by and between the City of Round Rock (the "City"), a Texas home rule municipal corporation, and the Round Rock Chamber of Commerce (the "Chamber"), a corporation organized and existing under the laws of the State of Texas. WITNES SETH: WHEREAS, §380.001 of the Texas Local Government Code provides that the governing body of a municipality may establish and provide for the administration of one or more programs to promote state or local economic development and to stimulate business and commercial activity in the municipality; and WHEREAS, said §380.001 also provides that the governing body may administer such programs by the use of municipal personnel and may contract with another entity for the administration of a program; and WHEREAS, the City and the Chamber wish to jointly develop a program to promote economic development and to stimulate business and commercial activity in the City of Round Rock; NOW, THEREFORE, premises considered, the City and the Chamber agree to enter into this Agreement as follows: ARTICLE I ECONOMIC DEVELOPMENT PROGRAM Section 1.01. Economic Development Program. The City and the Chamber agree to work together to develop an economic development program (the "Program") to promote economic development and to stimulate business and commercial activity in the City of Round Rock. The City and the Chamber anticipate that the Program will include elements for (1) existing business retention and expansion, (2) recruitment of new business, (3) small business development, (4) planning for the expansion of necessary infrastructure, and (5) the development of appropriate criteria for government incentives. ARTICLE II ADMINISTRATION Section 2.01. Chamber's Administration Responsibilities. The Chamber agrees to provide a qualified and competent staff, including at least one full time professional to be assigned to the promotion of economic development and the attraction of business and industry to the City. The Chamber agrees to provide the management and administrative services necessary to operate the Chamber and to implement the Program. With respect to the retention and expansion of existing businesses, the Chamber agrees that its efforts will include the following: a) systematic visitation program; b) the support of small business; c) programs that promote business among local industry; and d) general support of existing Chamber members. With respect to recruitment of new business, the Chamber agrees that its efforts will include the following: a) the development of prospects; b) organizing and conducting recruitment trips and trade shows; c) the gathering and dissemination of information regarding available buildings and development sites; d) marketing and advertising; and e) maintaining adequate and pertinent community data such as demographics and economic information that supports the Program. Section 2.02. City's Administration Responsibilities. The City agrees to provide qualified and competent staff assigned to the promotion of economic development and the attraction of business and industry to the City. The City agrees to provide the management and administrative services necessary to implement the Program. The City agrees to continue its efforts to provide for the planning and construction of expansions and upgrades to the infrastructure necessary for the Program, including roads, water and wastewater, and related infrastructure needs. The City agrees to supply general support to the Chamber in fulfilling its responsibilities as set forth in Sec. 2.01 above. Section 2.03. Joint Chamber and City Responsibilities. The Chamber and the City agree that from time to time it will be necessary for both parties to work closely together on special projects. An example of a previous special project is the Higher Education Center ("HEC"). Because each special project will have unique needs, the parties agree that the division of responsibilities will be determined and agreed upon on a case-by-case basis. ARTICLE III FUNDING Section 3.01. Submission of Budget. On or before April 1 of each year, the Chamber shall submit a proposed action plan and budget for the Program for the City's upcoming fiscal year. The budget submitted by the Chamber shall translate the Program action plans into financial terms, and shall contain comparative columns showing previous year actual, current year budget and requested budget for the upcoming year. Revenues should be categorized by major source and expenses categorized by purpose. 2 Section 3.02. Budget Review and Funding. The City agrees to review the proposed budget and to take action thereon prior to the beginning of its fiscal year. Subject to the consent and approval of the City Council, the City agrees that it will budget a sum of money each fiscal year to be paid to the Chamber in consideration of its responsibilities and services to be provided as described herein. The Chamber shall submit a monthly expense report as soon as possible after the conclusion of each month and shall be reimbursed by the City on a monthly basis for expenses incurred in accordance with the approved budget within 30 days of receipt of the request. The Chamber agrees that it will continue to provide financial support for the Program on an annual basis as budgeted and approved by the Chamber's Board of Directors. Section 3.03. Quarterly Financial Statements and Progress Reports. On a monthly basis, the Chamber agrees to provide the City with a financial report detailing the revenues received and expenditures made in relation to the approved budget. A quarterly program progress report will also be developed and provided to the City. Section 3.04. Annual Audit. No later than six months following the end of the Chamber's fiscal year, the Chamber agrees to provide to the City a copy of its annual audit which shall include the Program funds and expenditures. The annual audit shall be prepared by an independent public accountant in accordance with generally accepted accounting standards. The Chamber agrees to permit the audit of these funds and expenditures by the City or its designated auditor. ARTICLE IV ECONOMIC DEVELOPMENT PROGRAM OVERSIGHT COMMITTEE 4.01. Purpose. The City and the Chamber hereby agree that it is in the best interest of each of them to create a committee for the purpose of providing ongoing and permanent oversight to ensure that the goals and objectives of the Program are being met and that taxpayer dollars are being spent in an efficient and cost effective manner. 4.02. Creation. The City and the Chamber hereby agree to create such committee to be called the Economic Development Program Oversight Committee (the "Committee"). 4.03. Membership and Organization. (a) Permanent Members. The Committee shall have six (6) Permanent Members. The City will have three (3) Permanent Members composed of a City Council representative, the City Manager and a member of city staff designated by the City Manager. The Chamber will have three (3) Permanent Members composed of the Chairperson of the Chamber Board, the Chamber President and the Momentum Chair. (b) Non -Permanent Members. The Committee may have three (3) Non -permanent Members. These members shall be appointed by the Permanent Members. 3 (c) Investor Members. In addition to the aforesaid Permanent and Non -permanent Members, there may be an undetermined number of Investor Members representing the highest level investment group of Momentum. Each such individual or entity may name one senior level representative to be an Investor Member by submitting their name in writing to the Chairperson of the Committee. Investor Members shall be entitled to vote on matters brought before the Committee. (d) Qualifications. In addition to the above qualifications, all Non -permanent Members and Investor Members are required to be members in good standing of the Chamber and either be residents of or employed within the City's corporate limits or its extraterritorial jurisdiction. The Non -Permanent and Investor Members shall have an interest in the Chamber and in the economic development of the City. These members are also expected to exhibit a high level of attendance, a willingness to contribute to the discussion of important issues, the ability to help raise funds for the program, and the knowledge and opinions of a community leader. (e) Terms for Non -permanent Members and Investor Members. The Non -permanent Members shall serve for three (3) years or until their successors are appointed; however, for the initial appointments, two (2) shall serve for one year, two (2) shall serve for two years, and two (2) shall serve for three years. Vacancies shall be filled for the remainder of the unexpired term. The Investor Members may serve for the duration of the Momentum pledge term, subject to being in good standing with Momentum. (f) Officers. The City Council representative shall be the chair and presiding officer of the Committee. The Chamber Chairperson shall be the vice -chair of the Committee. Other officers and sub -committees shall be appointed at the discretion of the members of the Committee. (g) Ex -officio Members. The Round Rock ISD and the County Commissioners Court may have one representative each to serve as non-voting members. (h) Removal. The permanent Members shall have the right to remove any Non -permanent Member, Investor Member, or Ex -officio Member for good cause. Good cause for removal shall include the unexcused failure to attend three (3) consecutive meetings of the Committee. The member subject to removal shall have the right to present evidence as to why he/she should not be removed. (i) Quorum. Seven (7) Permanent and/or Non -permanent Members shall constitute a quorum for the consideration of matters pertaining to the purposes of the Committee. The affirmative votes of a majority of the voting members present shall constitute the act of the Committee. 4 (j) Proxy Voting. Proxy voting by any Member shall not be permitted. 4.04. Duties. The purpose of the Committee is to provide for efficient, economical, and effective controls to ensure that the goals and objectives of the Program are being timely met. The duties of the Committee shall be strictly advisory in nature and it shall have no authority to obligate the City or the Chamber in any financial way nor shall the Committee have the authority to make expenditures of City or Chamber funds. The Committee shall be advisory only and specifically shall have no rule- making or quasi-judicial power. The Committee is not a department, agency or political subdivision of the City. In addition, responsibilities of the Committee shall include: a) Oversight of Round Rock Economic Development Budget; b) Oversight of monthly Round Rock Economic Development Financial Statements; c) Oversight of strategic plan and program activities; and d) Maintaining confidentiality of projects. 4.05. Reporting. The Committee shall make semi-annual reports to the City Council and the Chamber Board of the status of the goals and objectives of the Program, including the accomplishments since the last report, and describing ongoing efforts and future plans regarding the Program. 4.06. Rules of Procedure. All meetings of the Committee shall be conducted generally in accordance with Robert's Rules of Order, in its most current revised edition. ARTICLE V TERM Section 5.01. Term of Agreement. The term of this Agreement shall commence on the execution hereof and extend to September 30, 2011. Regardless of the foregoing, both parties anticipate this Agreement to be a long term multi-year relationship between the City and the Chamber, subject to annual renewals thereof. Section 5.02. Termination or Cancellation. Except as provided below, this Agreement may only be cancelled or terminated upon mutual consent of the parties. Upon termination as provided herein, all obligations shall cease herein, and the City shall only provide funding for expenses actually expended or incurred up to the date of termination; provided, however, that the City shall not have an obligation to fund such incurred expenses unless the City receives the benefit of such expenses. Any and all funds paid to the Chamber in accordance with Article III of this Agreement, which are not used to pay actual expenses prior to the date of termination, shall be returned to the City. If either party defaults in the performance of this Agreement, or materially breaches any of its provisions, the defaulting party shall have thirty (30) days after delivery to it of written notice of such default within which to cure such default. If the defaulting party fails to cure its default within such period of time, then the non -defaulting party shall have the right without further notice to terminate this Agreement. 5 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Relationship of Parties. Nothing contained herein shall be deemed or construed to make the City the agent, servant, or employee of the Chamber, or to create any partnership, joint venture, or other association between the City and the Chamber. Alternatively, nothing contained herein shall be deemed or construed to make the Chamber the agent, servant, or employee of the City, or to create any partnership, joint venture, or other association between the Chamber and the City. Section 6.02. Amendment. This Agreement may not be altered, waived, amended or extended except by an instrument in writing approved by the Round Rock City Council and the Board of Directors of the Chamber. Section 6.03. Notice. Any notice required by this Agreement shall be sent to the following: To the City: City of Round Rock City Manager 221 E. Main St. Round Rock, Texas 78664 With copy to: Stephan L. Sheets City Attorney 309 E. Main St. Round Rock, Texas 78664 To the Chamber: Round Rock Chamber of Commerce President 212 E. Main St. Round Rock, Texas 78664 With copy to: Round Rock Chamber of Commerce Chair 212 E. Main St. Round Rock, Texas 78664 6 Section 6.04. Applicable Law. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Venue for any proceeding to enforce this Agreement shall be in Williamson County, Texas. Section 6.05. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Section 6.06. Non -Appropriation. The obligation of the City for payment and any other monetary obligations under this Agreement are each subject to an appropriation and, accordingly, (a) shall constitute a current expense of the City in the fiscal year to which an obligation applies and (b) shall not constitute an indebtedness of the City within the meaning of any applicable governmental rule. Nothing herein shall constitute a pledge by the City of any funds, other than funds designated pursuant to lawful appropriations from time to time to pay any money or satisfy any other monetary obligation under any provision of this Agreement. IN WITNESS WHEREOF, this Agreement is entered into and effective as of the day of September, 2010. and Rock Chambe of Commerce 7 City of Round Rock, Texas by: Alan McGraw, Mayor Sara White, City Secretary For to f Stepha rm: L. Sheets, City Attorney