Contract - Chamber of Commerce & Type B Corp - 9/24/2015 ADMINISTRATION AND FUNDING AGREEMENT FOR
THE CITY OF ROUND ROCK ECONOMIC DEVELOPMENT PROGRAM
by and among
THE CITY OF ROUND ROCK, TEXAS
THE ROUND ROCK TRANSPORTATION AND ECONOMIC DEVELOPMENT
CORPORATION
and
THE ROUND ROCK CHAMBER OF COMMERCE
Dated: September L 1, 2015
00342524.DOC
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 September2`},2015 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(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 City, the TED Corp., and the Chamber agree to enter into this
Agreement as follows:
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ARTICLE I
ECONOMIC DEVELOPMENT PROGRAM
Section 1.01. Economic Development Program. The Parties 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 that is consistent with Chapters 380 and
505 of the Local Government Code . The Parties 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 for the implementation of the Program 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 Chamber's Reporting Responsibilities.The Chamber is accountable for the delivery
and reporting the progress of the Program to the City, the TED Corp., and the EDAC described
below in Article IV.The following reports will be delivered and reviewed according to the following
schedule:
a) Summary of the Program plans for the upcoming calendar year will be reviewed in
October;
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b) As part of its monthly business visitation program,the Chamber will survey existing
businesses related to their issues and satisfaction with the support of the City and
Chamber as it relates to the success of their business.The results of these surveys and
the activities of the existing business visitation program will be reviewed at the
EDAC meeting each month, and will be summarized and shared with the City
Council as part of the quarterly updates.
C) Each month, the specifics of activities, along with metrics, related to business
retention, expansion, and recruitment of new business, will be presented to the
EDAC;
d) Summary of opportunities and proposals made each month will be presented to the
EDAC and quarterly to the City Council and the TED Corp. board;
e) Opportunities and their disposition will be sent as they occur to the EDAC; and
f) The Chamber will periodically arrange for tours and meetings with Round Rock
businesses to include the City Manager,Mayor,City Council,and EDAC members.
The specifics and number of invitees will be on a case by case basis dependent upon
the circumstances, as determined by the Chamber staff.
Section 2.03. 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.2.02 above.
Section 2.04.Joint Chamber,TED Corp.,and City Responsibilities.The Parties agree that from
time to time it will be necessary for all parties to work closely together on special projects.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.Fees.For the services provided by the Chamber in the administration and execution of
the Program,the TED Corp. agrees to fund the Chamber$535,000.00 for the fiscal year beginning
October 1,2015 and ending September 30,2016,at the rate of$44,583.33 per month.The Chamber
will provide an invoice to the TED Corp. by the first of each month
Section 3.02.Private Sector Funding.The Chamber agrees to conduct a periodic campaign to seek
private sector funding for the purpose of supplementing the funds provided by the TED Corp.This
campaign includes the Momentum group and contributions will be restricted in use for the sole
purpose of fulfilling the goals outlined in Article I1.
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Section 3.03. Economic Development Opportunity Fund. The Chamber will maintain a reserve
fund that provides for operating reserves and an Economic Development Opportunity Fund made up
of unused funds from both the TED Corp. and the private sector contributions from Momentum.
Section 3.04. Financial Reporting. Each month the Chamber will report a summary of Program
revenue and expenses year to date to the EDAC.Each quarter,the Chamber will report the restricted
fund balance in the Economic Development Opportunity Fund, which can be used with the
recommendations of the EDAC and approved by the Chamber Board of Directors for the restricted
use for the Program.
Section 3.05.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 general 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 ADVISORY COMMITTEE
Section 4.01. Purpose. The Parties hereby agree that it is in the best interest of each of them to
create an advisory 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 the taxpayer dollars are
being spent in an efficient and cost effective manner.
Section 4.02. Creation. The City and Chamber hereby agree to create such committee to be called
the Economic Development Advisory Committee ("EDAC").
Section 4.03. Membership and Organization.
(a) Permanent Members. The EDAC shall have eight(8)Permanent Members. The City
will have four(4)Permanent Members composed of the Mayor,the Mayor Pro tem,
the City Manager and a member of city staff designated by the City Manager. The
Chamber will have four(4)Permanent Members composed of the Chairperson of the
Chamber Board,the immediate Past-Chair of the Board,the Chamber President and
the Momentum Chair.
(b) Non-Permanent Members.The EDAC may have four(4)Non-permanent Members.
These members shall be appointed by the Permanent Members. There shall be three
(3)at large positions and one(1)representing the small business community. Small
business is defined as any business with 25 or less employees.
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(c) Investor Members. In addition to the aforesaid Permanent and Non-permanent
Members,the EDAC may provide for 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 EDAC.Investor Members
shall be entitled to vote on matters brought before the EDAC.
(d) Qualifications. In addition to the above qualifications,all Non-permanent Members
and Investor Members are required to be members in good standing of Momentum
and must be either 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. Permanent members
shall serve as long as they hold the position that accords them membership on the
EDAC.The City staff member serves at the pleasure of the City Manager and may be
replaced at his/her discretion. The Non-Permanent Members and the Investor
Members shall serve for a term of two years.
(f) Officers. The Mayor shall be the chair and presiding officer of the EDAC. The
Chamber Chairperson shall be the vice-chair of the EDAC. Other officers and sub-
committees shall be appointed at the discretion of the members of the EDAC.
(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 EDAC. The member subject to removal shall have the right to
present evidence as to why he/she should not be removed.
(i) Quorum. A majority of the Permanent, Non-permanent Members and Investor
Members shall constitute a quorum for the consideration of matters pertaining to the
purposes of the EDAC. The affirmative votes of a majority of the voting members
present shall constitute the act of the EDAC.
(j) Proxy Voting. Proxy voting by any Member shall not be permitted.
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Section 4.04.Duties.The purpose of the EDAC 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 EDAC shall be strictly advisory in nature and it shall have no authority to obligate the City,the
TED Corp., or the Chamber in any financial way nor shall the EDAC have the authority to make
expenditures of City, or TED Corp. funds. However, the EDAC shall have the authority to make
expenditure of Chamber funds in accordance with Chamber policy. The EDAC shall be advisory
only and specifically shall have no rule-making or quasi-judicial power. The EDAC is not a
department, agency or political subdivision of the City.
In addition, responsibilities of the EDAC shall include:
a) Oversight of strategic plan and program activities;
b) Planning and oversight of Momentum fundraising activities;
C) Oversight of the Economic Opportunity Development Fund; and
d) Maintaining confidentiality of projects
Section 4.05.Reporting. The EDAC shall make semi-annual reports to the City Council,the TED
Corp. board, 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.
Section 4.06. Rules of Procedure. All meetings of the EDAC 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. This Agreement is effective as of October 1, 2015, and shall
expire on September 30,2016. Regardless of the foregoing,the Parties anticipate this Agreement to
be a longterm multi-year relationship among the Parties, 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 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 termination,shall be
returned to the TED Corp. If any parry 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 parry fails to cure
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its default within such period of time, then any non-defaulting party shall have the right without
further notice to terminate this Agreement.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. 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 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,the TED Corp.Board
of Directors 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
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With copy to:
Round Rock Chamber of Commerce
Chair
212 E. Main St.
Round Rock, Texas 78664
To the TED Com.
Round Rock Transportation and Economic Development Corporation
President, Board of Directors
221 E. Main St.
Round Rock, Texas 78664
With copy to:
Director of Finance
City of Round Rock
221 E. Main St.
Round Rock, Texas 78664
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 and their respective successors and permitted assigns.
Section 6.06. 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.
IN WITNESS WHEREOF, this Agreement is entered into and effective as of the ZO
�day of
September, 2015.
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Ro 0 er o ommerce
Y:
6; Al , its "t''`a C�
City ofnndM
Rock, Texas
By: _�V
Alan McGraw, Mayor
Attest:
Sara White, City Clerk
For ty, approved as to form:
Steph L. Sheets, City Attorney
Roundc �Tjra�nspor ation and E nomic Development Corporation
By: / '
Alan McGraw, President
For Corp., approved as to form:
�2 L ,
Stepha . Sheets, Corporation Attorney
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