Contract - Round Rock Chamber and City of Round Rock - 3/26/2020 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
("Agreement") is made and entered into as of ?.ii,=by and among the City of Round
Rock (the "City"), a Texas home rule municipal corporation, the Round Rock Transportation and
Economic Development Corporation(the"TED Corp."),an economic development corporation organized
and existing under Chapter 505 of the Texas Local Government Code, and the Round Rock Chamber of
Commerce, Inc. (the "Chamber"), a corporation organized and existing under the laws of the State of
Texas. The City, TED Corp., and Chamber are sometimes collectively referred to herein as the "Parties".
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,as set forth in TED Corp.'s Articles of Incorporation and in Chapter 505 of the Texas
Local Government Code, the purpose of said corporation is to promote economic development within the
City in order to eliminate unemployment and underemployment and to promote and encourage employment
and the public welfare by approving authorized projects; and
WHEREAS, §505.102 of the Texas Local Government Code provides that the TED Corp. may
contract with another private corporation to assist with the development or operation of an economic
development program or objective consistent with the purposes and duties specified by Chapter 505; and
WHEREAS, the City, the TED Corp., 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 Parties agree to enter into this Agreement as follows:
ARTICLE I
ECONOMIC DEVELOPMENT PROGRAM
Section 1.01.Economic Development Program.The Parties agree to work together to develop, establish,
maintain, and operate an economic development program (the "Program") to promote economic
development and to stimulate business and commercial activity in the City of Round Rock that is consistent
with Chapters 380 and 505 of the Local Government Code. The Program will include, without limitation,
elements for (1) existing business retention and expansion, (2) recruitment of new business, (3) small
business development, (4) communication among the Parties relating to infrastructure needs and planning,
and(5) criteria for government incentives to ultimately be approved by the Round Rock City Council.
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Economic Development Program Agreement with Chamber; Final;03.13.20(00441782)
ARTICLE II
ADMINISTRATION
Section 2.01. Chamber's Administration Responsibilities. The Chamber agrees to provide a qualified
and competent staff for the implementation of the Program. In this connection, the Chamber shall employ
dedicated staff focused on the Program and who shall report to and be under the supervision of the Chief
Executive Officer of the Chamber (the "Chamber CEO"). The Chamber agrees to provide the
management and administrative services necessary to operate the Chamber and to implement the Program.
The Chamber agrees that its efforts will include the creation of an annual Operations Plan ("Operations
Plan")in consultation with the City containing the following objectives:
a) new business recruitment
b) existing business development
c) private economic development program investor engagement
d) site and building investor development
e) talent development
Section 2.02 Chamber's Reporting Responsibilities. The Chamber is accountable for the delivery and
reporting the progress of the Program to the City,and the TED Corp.The following reports will be delivered
and reviewed according to the following schedule:
a) On or before October 3Is'of each year, the Chamber CEO will review Program progress
toward completing the Operations Plan with the TED Corp. and the City.
b) Present Program updates on regular and as-requested bases to the TED Corp and the City.
Section 2.03.City's Administration Responsibilities.The City agrees to provide qualified and competent
staff assigned to the promotion of economic development. The City agrees to perform the services and
provide resources necessary to execute and carry out economic development needs brought forward by the
Program. The City agrees to supply general support to the Chamber in fiilfilling its responsibilities as set
forth in Sec. 2.02 above.
ARTICLE III
FUNDING
Section 3.01. Fees. For the services provided by the Chamber in the administration and execution of the
Program, the TED Corp. agrees to pay to the Chamber the sum of $58,333.33 for each calendar
month("Monthly Fee"),which amount shall be paid by the TED Corp.to the Chamber on or before the first
day of the month, beginning and on or before the first day of each calendar month thereafter until this
Agreement is terminated. The Parties may from time to time, and by mutual written agreement, agree that
the TED Corp. and/or City shall pay to the Chamber additional amounts for specific items as may be
mutually agreed upon. The Chamber will provide an invoice to the TED Corp,by the first of each month.
The Parties agree that the Monthly Fee will increase by 3% beginning on the one year anniversary of
payment of the Monthly Fee and annually thereafter.
Section 3.02.Private Sector Funding.The Chamber agrees to conduct a periodic campaign to seek private
sector filnding for the purpose of supplementing the funds provided by the TED Corp.
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Section 3.03. Annual Audit.No later than six months following the end of the Chamber's fiscal year, the
Chamber agrees to provide to the City and TED Corp. 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 principles, consistently applied. The Chamber agrees to
permit the audit of these funds and expenditures by the City or its designated auditor.
ARTICLE IV
EFFECTIVE DATE AND TERM
Section 4.01.Effective Date.The"Effective Date"of this Agreement shall be the first day of May, 2020.
Section 4.02. Initial Term of Agreement. Unless sooner terminated in accordance with Section 4.04 of
this Agreement, the initial term of this Agreement shall be for a five (5) year period commencing on the
Effective Date and shall continue in effect until the 2AP day of 'L , 2025.
Section 4.03. Automatic Renewal. At the end of the fourth year (the�day of , 2024) and the
day of and each year thereafter, unless any Party shall have given written notice of
tennination to fl-1-other Parties prior to said annual date, the term shall automatically renew such that the
balance of the term remains two (2) years. Receipt by any Party of the aforesaid written notice shall serve
to terminate the automatic renewal provisions and this Agreement shall remain in effect for the remainder
of the term then outstanding.
Section 4.04. Termination or Cancellation. Except as provided above and with this Section, 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 TED Corp. shall only provide funding for
expenses actually expended or incurred up to the date of termination;provided however,that the TED Corp.
shall not have an obligation to fund such incurred expenses unless the City and/or the TED Corp. 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 ternzination, shall be returned to
the TED Corp.
If any 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 any non-
defaulting Party shall have the right without further notice to terminate this Agreement.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01.Relationship of Parties.Nothing contained herein shall be deemed or construed to make the
City or the TED Corp., the agent, servant, or employee of the Chamber, or to create any partnership,joint
venture, or other association between the City or TED Corp. 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 TED Corp., or to create any partnership,joint venture, or other association between the Chamber
and the City or TED Corp.
Section 5.02. Amendment. This Agreement may not be altered, waived, amended or extended except by
an instrument in writing approved by the Round Rock City Council,the TED Corp.Board of Directors and
the Board of Directors of the Chamber.
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Section 5.03. 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
and
Jim Howicz
Chamber General Counsel
Richards Rodriguez& Skeith
816 Congress, Suite 1200
Austin,Texas 78701
To the TED Corp.
Round Rock Transportation and Economic Development Corporation
President,Board of Directors
221 E. Main St.
Round Rock, Texas 78664
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With copy to:
Chief Financial Officer
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
Section 5.04.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 5.05. Successors and Assigns.The terms and provisions of this Agreement shall be binding upon
and inure to the benefit of the Parties and their respective successors and perniitted assigns.
Section 5.06.Non-Appropriation.The obligation of the City and/or TED Corp.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 and/or TED Corp. in the fiscal year to which an obligation applies
and (b) shall not constitute an indebtedness of the City and/or TED Corp. within the meaning of any
applicable governmental rule.Nothing herein shall constitute a pledge by the City and/or TED Corp. 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.
Section 5.07. Previous Agreements. This Agreement terminates and replaces all existing agreements
among the Parties regarding the administration and funding of an economic development program for the
City of Round Rock.
IN WITNESS WHEREOF,of this Agreement is entered into as of the date first set forth above.
(Signatures on Following Pages)
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Round Rock Chamber of Commerce, Inc.
By:
its esident
For Chi be proved as to form:
Jim Howi z, ha b r eneral , ounsel
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City of Round Rock, Texas
By:
Craig Morn,Ma or
Attest:
liq P& 6
Sara White,City Clerk Hut
ForCity proved as to firm:
N / .C,�t
StephaiJL. Sheets, City Attorney
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Round Rock Transportation and Economic Development Corporation
By: x/� /
Craig Mor an,Pre dent
For TFID orp., approv d as to form:
N
Step an . Sheets, Corporation Attorney
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