Contract - CoRR and Round Rock Chamber - 2/23/2017 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 January 26, 2017 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) the establishment of communication among the Parties
relating to infrastructure needs and planning, and (5) the development of appropriate criteria for
government incentives to ultimately be approved by the Round Rock City Council.
Chamber agreement;CLEAN FINAL;1-18-17(00370951)
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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. In this connection,the Chamber shall employ a director of economic development(currently, the
Vice President of Economic Development) (the "Chamber ED Director") whose responsibilities and
duties should be 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. 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, and the TED Corp. The following reports will be
delivered and reviewed according to the following schedule:
a) Prepare and provide to the City and the TED Corp on or before October 31` a summary
of the annual operating plan (the "Operating Plan") for carrying out the Program which
Operating Plan shall be prepared by the Chamber for the upcoming calendar year and
shall be based upon the current Strategic Plan described in section 4.05; provided,
however, that the Chamber shall prepare and provide to the City and the TED Corp,on or
before March 30,2017 an initial Operating Plan;
b) Prepare and provide to the City and the TED Corp. on or before October 315` and on or
before April 30"' of each year a summary of Program revenue and expenses from the last
summary. The Chamber will also report the restricted fund balance in the Economic
Development Opportunity Fund, which can be used with the recommendation of the
Chamber Board of Directors for the restricted use for the Program;
c) 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 will be
summarized and shared with the City Council as part of the quarterly updates;
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d) Summary of opportunities and proposals made each month will be presented quarterly to
the City Council and the TED Corp. board; and
e) The Chamber will periodically arrange for tours and meetings with Round Rock
businesses to include the Chamber CEO,City Manager, Mayor, and City Council. The specifics
and number of invitees will be on a case by case basis dependent upon the circumstances, as
detennined 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 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 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 on or
before July 31St of each calendar year during the term of this Agreement they shall jointly prepare a
written strategic plan (the "Strategic Plan") for the Program, which Strategic Plan shall be for the
following three (3) calendar years. The Strategic Plan shall be approved by each of the Parties in the
manner determined by their respective legal counsel on or before August 30"'of each calendar year during
the term of this Agreement. The Parties further agree that from time to time it will be necessary for the
Parties to work closely together on items described in the Strategic Plan as well as other special projects.
Because each special project will have unique needs, the Parties agree that the division of responsibilities
will be mutually 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 pay to the Chamber the sum of$44,583.33 for each calendar month
during the Term (defined herein) of this Agreement, which amount shall be paid by the TED Corp.to the
Chamber on or before the first day of the calendar month beginning January 1, 2017 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 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.
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.
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.
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 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.
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ARTICLE IV
TERM
Section 4.01. Term of Agreement. The initial term of this Agreement shall be for a three (3)year period
beginning on January 1, 2017, and shall continue in effect until December 31, 2019. Because the Parties
anticipate this Agreement and the Program to be a long term and ongoing relationship among the Parties,
each year, while this Agreement is in effect, the Strategic Planning Committee shall determine in their
July meeting whether to recommend to the Parties the addition of one (1) year to the current Term of the
Agreement. By so doing, the Parties can continually plan for the short and long term success of the
Program. The initial Term, together with each additional one (1) year Term approved by the Parties, is
defined as the"Term."
Section 4.02. 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 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.
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
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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
D. Scott Heselmeyer
Chamber Attorney
211 Round Rock Avenue
Round Rock,Texas 78664
To the TED Corp.
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 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 permitted 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,
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(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,of this Agreement is entered into as of the date first set forth above.
RouChamber of Commerce,Inc.
BK-�_
Mike Odom,-its President
For amber,Approved as to form:
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D. Scott Heselmeyer,Chambe )Attorney
City of d Rock, r
xas
By:
Alan McGraw,Mayor
Attest:
Sara White,City Clerk
4Step
A proved s to form
. Sheets, City Attorney
Round Rock Transportation and Economic Development Corporation
By: /
Alan McGraw,President
For T D orp.,ap roved a to form:
N
Stephan . Sheets,Corporation Attorney
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