2011-R-23 Chamber AgreementRESOLUTION NO. 11-R-23
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AMENDED AND RESTATED
AGREEMENT WITH SCHERTZ CHAMBER OF COMMERCE, AND
OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the
City enter into an amended and restated agreement with the Schertz Chamber of Commerce; and
WHEREAS, the City Council has determined that it is in the best interest of the City to
contract with the Schertz Chamber of Commerce pursuant to the Amended and Restated
Agreement attached hereto as Exhibit A (the "Agreement").
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with the Schertz Chamber of Commerce in substantially the form set forth
on Exhibit A.
Section 2. The recitals contained in the preamble hereof aze hereby found to be true,
and such recitals az•e hereby made a part of this Resolution for• all purposes and are adopted as a
pazt of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution aze hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain conholling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or• circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declazed that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
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PASSED AND ADOPTED, this 17th day of May, 2011.
CITY OF CHERTZ, T~)EXAS
Mayor
ATTEST:
City Secretary '
(CITY SEAL)
SOh13416.1
EXHIBIT A
AMENDED AND RESTATED AGREEMENT
SO~113416.1 A_j
AMENDED AND RESTATED AGREEMENT
This Amended and Restated Agreement dated May 17, 2011 (this "Agreement") is
between the City of Schertz, Texas, a political subdivision of the State of Texas (the "City"), and
the Schertz Chamber of Commerce, a Texas non-profit corporation (the "Chamber").
RECITALS
WHEREAS, future economic growth and development within the City are key goals of
both the City and the Chamber;
WHEREAS, the City and the Chamber have previously entered into an Agreement dated
as of October 1, 2009 (the "Original Agreement") regarding certain operational and financial
matters; and
WHEREAS, the City and the Chamber desire to enter into this Amended and Restated
Agreement to clarify the obligations of both parties and to best utilize available resources to
promote the City and the interests of the Chamber.
AGREEMENT
For and in consideration of the mutual promises, covenants, benefits, and obligations
hereafter set forth, the City and the Chamber hereby agree and contract as follows:
ARTICLE I
RESPONSIBILITIES OF THE CHAMBER
1.01 Functions and Projects. The Chamber will coordinate certain economic
development and community development functions on behalf of the City. The Chamber will
further partner with the City to accomplish certain other projects, including, but not limited to,
preparation and distribution of Relocation Packets, a City Business Directory, a City Visitors'
Guide, aCity/Area Map, a Chamber Coin, and any other projects or functions by mutual
agreement.
1.02 Visitor's Center. Pursuant to a Commercial Lease Agreement effective
October 1, 2009 (the "Kramer House Lease"), the Chamber operates the Kramer House as
Chamber offices and as a Visitors' Center for the City. The Visitors' Center shall continue to be
used by the Chamber to promote and enhance tourism and business development in the City.
1.03 CEO Membership. The Chamber hereby designates the City as a CEO Member at
the level of $7,500, with the membership benefits to the City shown on Exhibit A. The CEO
Membership fee shall be payable on the date of this Agreement, prorated for• the period from
such date through September 30, 2011, and thereafter, as this Agreement is extended pursuant to
Section 3.01(a), on October 1 of each year, commencing October 1, 2011.
1.04 Request for Financial Support. The Chamber will, at the beginning of the City's
annual budgeting process for the fiscal year beginning October 1, 2011, provide the City a
proposed budget, detailing the anticipated costs for that fiscal year and breaking out the amount
and purposes of funding requested from the City. The Chamber will provide such request
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annually to a representative designated by the City Manager (the "City Representative"), until
the expiration of this Agreement.
1.05 Citv Access to Chamber Books and Records. During the term of this Agreement,
the Chamber will make available to the City Representative described in Section 2.01, or• his/her
designee, during regular business hours on at least two (2) business days notice, such financial
records or documents of the Chamber necessary to ensure that the Chamber is expending funds
provided by the City consistent with the stated purposes of such funds as authorized by this
Agreement and incompliance with the City's appropriate use of the hotel/motel tax.
1.06 Reports to City Council. The Chamber will provide a written report to the City
Council on the date this Agreement is first executed and thereafter quarterly during the term of
this Agreement, commencing July 1, 2011. This report will detail all activities of the Chamber
to date since the end of the prior quarter, including specifically those actions and expenditures
related to the mutual commitments set forth in this Agreement.
1.07 Chamber Representative. The Board of the Chamber will designate from time to
time a representative of the Chamber to act as the Chamber Representative. The Chamber
Representative will act as liaison between the Chamber and the City in all matters relating to this
Agreement. The Chamber Board will be responsible for• recommending approval, denial, or•
modification of the annual budget request and staffing arrangements of the Chamber for
particular activities covered by this Agreement.
ARTICLE II
RESPONSIBILITIES OF THE CITY
2.01 Citespresentative. The City Manager will designate from time to time an
employee of the City to act as the City Representative. The City Representative will act as
liaison between the City and the Chamber in all matters relating to this Agreement. The City
Representative will be responsible for• recommending to the City Manager and the City Council
approval, denial, or modification of the annual budget request of the Chamber and approving,
denying, or modifying the budget and staffing arrangements for particular activities covered by
this Agreement.
2.02 Citv Functions. The City will partner with the Chamber to accomplish certain
projects, including, but not limited to, Relocation Packets, a City Business Directory, a City
Visitors' Guide, aCity/Area Map, a Chamber Coin, and any other projects or functions by
mutual agreement.
2.03 Financial Support• The City will provide funding to the Chamber for the
remainder of fiscal year ending September 30, 2011 as described on Exhibit B. Future funding
shall be determined in the course of the City's annual budgeting process, as described in Section
1.04. Funding by the City shall be made fiom legally available City funds.
2.04 City Services to Chamber. The City will, upon written request to the City
Representative from the Chamber Representative, make City staff available to assist the
Chamber by providing GIS mapping services, notices of new City economic development
programs and initiatives, notices of new businesses coming to the City, and any other projects or
functions by mutual agreement.
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ARTICLE III
GENERAL AND MISCELLANEOUS PROVISIONS
3.01 Term.
(a) The initial term of this Agreement shall be through September 30, 2011.
This Agreement shall be extended thereafter for successive one (1) year periods unless either
party notifies the other in writing not later than thirty (30) days prior to the end of the then
current term of this Agreement that it does not want to extend the term hereof. This Agreement,
and the parties' obligations hereunder, shall terminate at the end of the then-cunent term if either
party gives such notice. This Agreement may be modified by the City and Chamber to address
agreed projects for the ensuing fiscal year. In any case, this Agreement shall terminate on
September 30, 2014.
(b) At the final expiration of this Agreement, the City and the Chamber agree
to consider other mutually agreeable arrangements concerning the Chamber's continued
assistance and promotion of the City and the City's continued support of the Chamber.
3.02 Re ugulatorv Requirements. This Agreement and the obligations of the parties
hereunder are subject to all rules, regulations, and laws that may be applicable by the United
States, the State of Texas, or any regulatory agency having jurisdiction as to the matter in
question.
3.03 Implied Waiver. The failure of either pazty hereto to insist, in any one or• more
instances, upon performance of any the terms, covenants, or conditions of this Agreement shall
not be construed as a waiver or relinquishment of the future performance of any such term,
covenant or condition by the other party hereto, but the obligation of such other party with
respect to such future performance shall continue in full force and effect.
3.04 Approvals or Consents. Whenever this Agreement requires or permits approvals
or consents to be hereafter given by any party hereto, such parties agree that such approval or
consent shall not be unreasonably withheld. Such approval or• consent shall be given in writing
and shall be effective without regard to whether given before the time required herein.
3.05 Addresses and Notices. Unless otherwise provided in this Agreement, any notice,
communication, request, replay or advice (herein severally and collectively for convenience
called "notice") herein provided or• permitted to be given, made or accepted by either party to the
other must be in writing and may be given or be served by depositing the same in the United
States Mail, postpaid and registered or certified and addressed to the party to be notified, with
return receipt requested, or by delivering the same to an officer of such part, or by prepaid
telegram or• facsimile, when appropriate, addressed to the part), to be notified. Notice deposited
in the mail in the manner herein above described shall conclusively deemed to be effective,
unless otherwise stated in this Agreement, from and after the expiration of tluee (3) days after it
is so deposited. Notice given in any other manner shall be effective only if and when received
by the party to be notified. For the purposes of notice, the addresses of the pazties shall, until
change as hereinafter provided, be as shown below. The parties shall have their right to specify
as its address any other address in the State of Texas by at least fifreen (15) days written notice to
the other party.
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If to the City to: City of Schertz, Texas
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Manager
If to the Chamber to: Schertz Chamber of Commerce
1730 Schertz Parkway
P.O. Box 564
Schertz, TX 78154
Attention: President
3.06 Severabilitv. The provisions of this Agreement are severable, and if any word,
phrase, clause, sentence, paragraph, section or other part of this Agreement or the application
thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to
be invalid or unconstitutional for any reason, the remainder of this Agreement and the
application of such word, phrase, clause, sentence, paragraph, section or other part of this
Agreement to the other persons or circumstances shall not be affected thereby.
3.07 Sole Agreements. This Agreement and the Kramer House Lease constitute the
entire agreement between the parties relative to the subject matter hereof. There have been and
are no agreements, covenants, representations, or warranties between the parties as to the subject
matter hereof other than those expressly stated or provided for herein. This Agreement replaces
the Original Agreement.
3.08 Cooperation. Each party hereby agrees that it will take all actions and execute all
documents necessary to fully carry out the purposes and intent of this Agreement.
3.09 Tem~or_ary Use of Visitors' Center. The City owns the Visitors' Center, and the
Chamber possesses and operates it pursuant to a Commercial Lease Agreement executed by the
Chamber and the City on or about October 1, 2009. At times and upon conditions mutually
agreeable between the parties, the Chamber will allow temporary use of the Visitors' Center by
the City. At such times, the City and the Chamber will execute and abide by the terms of the
Temporary Use Agreement in the form attached hereto as Exhibit C.
50411825.2
IN WITNESS WHEREOF, the parties have executed the Agreement in multiple copies, each
of which shall be deemed an original as of the date and year first written above.
CITY OF SCHERTZ
BY~ \ ~7~
Don Taylor
City Manager
SCHERTZ CHAMBER OF COMMERCE
-~
By:
Maggie T~tterington
President
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Exhibit A
CEO FEATURES 8 BENEFITS
# of Listln s In Chamber Membershl Dlrecto
~
# of Llstin s In Business Cate o of Webslle e ,
Brochures & Business Cards dis la d In lobb -. v .
One Ribbon-Cuttln /Grand O solo Event , v
Membershl Pla ue , ,,,,,
Membershl DoorANindow lkcal v
Memhershl Coin v
Invitation to Month Lunoheon r. -
Invllatlon to Month Mixer v
Invitation to Networkln Events v
O ortunit to Host Business Mixers
_One time new investor reco nition in _Hereld news a er v
v
One Tlme New Investor R nRlon in monthl newsletter v
ChemberAdvertiein O rtunitlee , v-..
Business Website link from online direoto
H' hll hled/Bolded Listln in Printed Business Dlrecto r ..
v .
In_ciusion of marketin materials in We_Icome Basket v
~ edal Event listln pn webslke _ v ,
S eclat @vent Llstin on week U atz newsletter v ;.
S eclat Event Listln on Vlsbnz Monthl newsletter v;
Job Postln Iistin - classfFleds ,v
One Tlme Business S tll ht on Webslle v;:.
U reds of Chamber websfte store front __,~„ ,,, ;; <.~;
Free Chamber Board Room use er availabild 'v:
Co of Chamber Mailtn Llst v -
Compan /Business cou on on Website
CompanyBusiness Coupon_ liste_d_on weekly U datz newsletter
__ S' r. ;
3 , r .
One Cou n lacement uarterl on month newsletter v:- < ,
Com an name listed on week) u da__te email as_co orate_ s onsor v ; _
Com an listed on monthl luncheon owe Dint ;-. J- -
Gom an boon waekl _u ate email
-- -- v. , -..
HI hl htod Investment Recd nNion at Ban ueflEnd of Year Lunch w ,
Business L o on blue Welcome Ba s`
-- v
Co. Name listed on all advertisin for S lal Events _ - v
Reserved VIP table w/com an name at month luncheon v •,<.
2 minute verbal ad sad at chamber luncheon , .v -
,-
1 dis la table ear at Chamber luncheon v .. ,
Preferential Ad Iacement in Directo v --
Preferential Ad lacement in Cou on Book v - -
Preterential Booth lacement in Ex oRaste v,.
Com- an La o on Website r
Free lunch a month et chamber luncheon , :, x. „
Free 1/4 a e ad In Business Dlrecto
__ v
Com an Lo 0 on Front Pa a of Chamber Website __ _ _ v :
Com Ilmenta Booth at Business E o 10 x f0 __
u
Banner Ad on Front Pa a of Chamber Website v
1 golf tournament foursome at Chamber Classic _
v
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Exhibit B
City Funding for City fiscal yeat• ending September 30, 2011
Descrintion Annualized Prorated
Amount Amount !
CEO Membership $ 7,500 $3,125
Visitors' Center Rent payable to the City 7,800 1,950
Civic Center Rental for Chamber monthly meeting 2,975 900
Visitors' Center Employment Costs/Taxes 29,453 9,482
Progtams 11400 0
TOTAL $59,128 $15,457
From the date of this Agreement t}nough September 3Q, 2011
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Exhibit C
VISITORS' CENTER -TEMPORARY USE AGREEMENT
Upon mutual agreement, the Schertz Chamber of Commerce (the "Chamber") will allow
the City of Schertz (the "City") to use and temporarily exercise possession of the Visitors'
Center, subject to the following conditions.
The City shall give at least two (2) week's notice of its desired or intended use of the
Visitors' Center. The Chamber may waive this requirements in its discretion.
2. Both parties shall agree to and execute this Temporary Use Agreement prior to any term
of temporary use by the City.
3. The City shall designate a specific City employee or personnel who shall be provided a
key and special code to the Visitors' Center by the Chamber. This employee or his/her
designee shall be responsible to open, setup, clean, and lock/secure the Visitors' Center
upon completion of the term of temporary use by the City. The City shall be responsible
for security of the property during any term of temporary use.
4. Any destruction, loss of items, or other damage incurred to the Visitors' Center or its
contents during the teen of temporary use by the City shall be the sole responsibility of
the City, and the Chamber shall be reimbursed for any damages to any property of the
Chamber.
5. The doors to the Chambet• offices in the Visitors' Center (in the event these have been
removed) shall be restored to their respective location prior to the end of the City's term
of temporary use. The City shall provide and install a lock to the Chamber office doors
so that the Chamber office area may be locked and secured during the term of temporary
use by the City. Upon completion of its term of temporary use, the City shall remove the
office doors from the Chamber offices and store them in the same location used
immediately prior to the City's use of the Visitors' Center.
6. The City's use of the Visitors' Centet• shall be for economic development purposes and/or
official City business.
Any other mutually agreed upon conditions contained on additional page(s) and attached
hereto and incorporated as part of this Temporary Use Agreement.
Schertz Chamber of Comm
City of Schertz
By:
Title
Date
By:
Date
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