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HomeMy WebLinkAboutRES 4B 2007-02GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 4B 2007-02 A RESOLUTION OF THE GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION APPROVING AN INTERLOCAL AGREEMENT WITH THE CITY OF GRAPEVINE AND PROVIDING AN EFFECTIVE DATE WHEREAS, the eligible voters of the City of Grapevine, Texas authorized the adoption of a 4B sales tax via election on November 7, 2006; and WHEREAS, pursuant to the authority granted by the Development Corporation Act of 1979, Article 5190.6, Texas Revised Civil Statues, as amended (the "Act"), this City Council created a non-profit corporation named the Grapevine 4B Economic Development Corporation (the "Corporation") and approved the Articles of Incorporation, to act on its behalf in financing, under the Act, eligible "projects"; and WHEREAS, the Grapevine 4B Economic Development Corporation Board desires to contract with the City of Grapevine to provide services necessary for the conduct of Corporation business; and WHEREAS, the Act provides the authority for the Board to contract with the City for these services. NOW, THEREFORE, BE IT RESOLVED BY THE GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION: Section 1: That the findings and declarations contained in the preamble of this resolution are incorporated herein as part of this resolution. Section 2: That the Grapevine 4B Economic Development Corporation hereby approves an Interlocal Agreement with the City of Grapevine and authorizes the Executive Director to expend 4B funds as necessary to meet the requirements of the agreement attached hereto as Exhibit "A". Section 3: That this resolution shall be in full force and effect from and after its passage. PASSED AND APPROVED BY THE GRAPEVINE 4B ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF GRAPEVINE, TEXAS on this 3rd day of July, 2007. APPROVED: William D. Tate President ATTEST: d2 z %4w LL, h1ci Huff 610 Secretary APPROVED AS TO FORM: zl- John F. Boyle, J City Attorney RES. NO. uB 2007-02 2 EXHIBIT TO R�5 page EXHIBIT "A" THE STATE OF TEXAS § Interlocal Cooperatio.n_Agreement COUNTY OF TARRANT . § This Agreement is made and entered into by and between the CITY OF GRAPEVINE, TEXAS, a municipal corporation (the "CITY"), and.the GRAPEVINE 413 ECONOMIC DEVELOPMENT CORPORATION, a non-profit corporation created in accordance with the Economic Development Corporation Act of 1979, Article 5190.6, Section 413, Texas Revised Civil Statutes, as amended (the "CORPORATION"). WITNESSETH: WHEREAS, the CITY has certain administrative and financial management capabilities that are of value to the CORPORATION; and WHEREAS, the CORPORATION desires to pursue the use of such services; and WHEREAS, the parties hereto agree that the compensation provided for herein fairly compensates the performing party for the services and functions provided under the Agreement; and WHEREAS, all payments to be made hereunder shall be from current revenues available to the paying party; and WHEREAS, the CITY and the CORPORATION mutually desire to clarify and ratify the relationship between each party. NOW, THEREFORE, in consideration of these premises and the agreements, covenants and promises hereinafter set forth, it is agreed as follows: Reaffirmation of the Premises The CITY and the CORPORATION are separate corporations and created in accordance with the laws of the State of Texas and having a mutual interest in the health and welfare of the citizens of Grapevine, Texas. All matters stated in the preamble are found to be true and correct and are incorporated herein by reference as if copied in their entirety. MAN 2. Purpose of Agreement This Agreement is entered into pursuant to Texas Government Code, Chapter 791, the purpose of this Agreement being to provide for cooperation between the CITY and the CORPORATION with respect to the functions and/or services associated with the operations of the CORPORATION. H Scope of Services to be Provided by the CITY In connection with the functioning of the CORPORATION, the CITY shall cooperate with the CORPORATION as follows: (a) Administrative Services. The CITY shall provide the services of the City Manager to perform the duties of Executive Director of the CORPORATION. The City Manager, when acting as Executive Director, shall be an agent of the CORPORATION. The Executive Director of the CORPORATION shall have general supervision over the administration of the business and the affairs of the CORPORATION as set forth in the CORPORATION's Bylaws. The Executive Director shall be a CITY employee deemed acting under this Agreement. The Executive .Director shall manage and operate the CORPORATION's program utilizing the services set forth herein. The Executive Director shall annually submit to the CORPORATION a budget for all programs to be administered by the CORPORATION projecting the cost of personnel, supplies, materials, equipment, and facilities needed for the upcoming year; and such expenditures shall not be authorized until a budget has been approved by the CORPORATION that reflects revenues sufficient to balance said expenditures. The Executive Director shall be responsible for properly maintaining the administrative and operating records that may be required of the Corporation. Such records include, but are not limited to, the minutes of all Board meeting, all financial records, and any correspondence on behalf of the Corporation. (b) Accounting &Financia[ Services. The CITY shall furnish financial and accounting services for the CORPORATION which shall include maintaining current accounts payable for the CORPORATION and paying such accounts to the extent the CORPORATION's funds are available; and, maintaining accounts and financial records for the CORPORATION. The CITY shall maintain records showing revenues and expenditures relating to the operation of the CORPORATION, and from which accounts payable and accounts receivable, cash, and other assets and liabilities pertaining to the CORPORATION can be readily identified and the amounts thereof determined. The CORPORATION, or its agents, may inspect its books and records, together with any and all supporting documentation during normal business hours. The CORPORATION may audit its records using standard accounting practices and procedures and shall provide such audit results to the CITY for its information and records. Such audit shall be at the expense of the CORPORATION. The CITY shall maintain accounts or funds of the CORPORATION, and checks drawn upon such accounts shall be in the name of the CITY with appropriate account designations to designate the CORPORATION expenses. The CORPORATION shall be liable for the cost of any audit of books and records conducted by, or on behalf of, the CITY. The CITY agrees to reasonably cooperate in any audit of such books and records which is conducted for the CORPORATION. The CITY and the CORPORATION shall cooperate at such times as inspections and/or EXHIBIT—L k r: TO .,►.► s ,f 16 audits of books and records are required pursuant to any applicable statute, rule andfor regulations pertaining to public records. The CORPORATION agrees that the financial records maintained hereunder are open records that may be inspected by the public at large subject to the provisions of the Texas Public Information Act, Chapter 552 of the Texas Local Government Code. (c) Procurement Services. The CITY agrees to furnish, when requested by the CORPORATION, procurement and administrative services relating to contracts for goods and services as required by the CORPORATION in conducting its operations. Such services shall include the solicitation of competitive bids, publication notices, solicitation of proposals, receipt of bids and proposals, assistance in evaluating the best bid or proposal and such other services as are currently provided in procurement for CITY operations. Authorization for such procurement services and approval of bids shall be at the sole discretion of the CORPORATION. The CORPORATION agrees to pay CITY for all costs associated with procurement activities. For procurements on behalf of the CORPORATION, CITY will comply with Chapter 252 of the Texas Government Code. (d) Professional Services. The CITY shall make available the services of professionals employed or retained by the CITY including, but not limited to, the City Attorney, City Engineer, Director of Administrative Services and related financial management staff, Director of Public Works, Director of Parks and Recreation, City Planner and any and all other city staff needed to perform services for the CORPORATION. These professionals shall be considered as the Attorney of Record, the Engineer of Record, .Treasurer and Planner of Record of the CORPORATION and shall act as ,* .. �• EXHIBIT►:: r .til such when so directed by the Executive Director of the CORPORATION, subject to the consent of the Board of Directors. Should professional services be required from individuals or companies who are not employees of the CITY, the CORPORATION will pay all costs required for such services including, but not limited to: engineers, architects, planners, attorneys. The CORPORATION is not prohibited by this Agreement from performing for itself any of the services described herein, or any additional services as provided by law. 4. Remuneration to the CITY The CORPORATION shall remunerate and/or reimburse the CITY for all services it performs from current revenues of the CORPORATION on the following basis: (a) The CITY agrees to provide day to day administrative and management services to the CORPORATION; remuneration for such services to be 7.5% of the Corporation 4B tax revenues remaining after the appropriate amount is paid to the Fort Worth Transportation Authority ("The T"} for the commuter rail project. Payment to the CITY will be on ..a monthly basis after receipt of tax revenues. Should extraordinary costs be incurred for these services, the CORPORATION may reimburse the CITY in an amount agreed to by both parties. 5. Other Services The CITY agrees to furnish to the CORPORATION other services under such terms and conditions as the CITY and the CORPORATION may agree upon pursuant to EXHIBIT To - D I'ag�- _Lp__ of Ic the Interlocal Cooperation Act. Payments to the CITY for such services shall be based upon the cost for same. [:1 Status of Commissioners and Employees Any City personnel required to perform any services on behalf of the CORPORATION, as stated in Paragraph 3(a -c) above, shall be an employee of the CITY, not of the CORPORATION. The CORPORATION's directors shall be unpaid volunteers and shall not be employees of the CORPORATION. Both the CITY and the CORPORATION agree that no joint employment relationships are intended by this Agreement. This Agreement does not create any contract of employment or contract of benefits with any person. Nothing in this Agreement should be construed as a guarantee of continued employment or continuation of office to any person by the CITY or the CORPORATION. 7. Indemnification (a) Indemnification by the CORPORATION. To the extent allowed by law, the CORPORATION agrees to indemnify, defend and hold the CITY, its officers, agents and employees harmless against any and all claims, demands, causes of action and liabilities whatsoever arising out of the CORPORATION's operations or its failure to fulfill its obligations and duties pursuant to this Agreement. (b) Indemnification by the CITY. To the extent allowed by law, the CITY agrees to indemnify, defend and hold the CORPORATION, its officers, directors, employees and agents, harmless against any and all claims, demands, causes of action and liabilities whatsoever arising out of the CITY's failure to fulfill its obligations and duties pursuant to this Agreement. EXHIBIT T0A Page Successors and Assi ns The CITY and the CORPORATION each bind themselves, their successors and assigns to perform this Agreement. Neither the CITY nor the CORPORATION will assign, sublet, subcontract or transfer any interest in this Agreement without the written consent of the other party. No assignment, delegation of duties or subcontract under this Agreement will be effective without the written consent of the CITY. 9. Applicable Law This Agreement is entered into subject to applicable federal and state law and to the ordinances of CITY, as they may be amended from time to time. Situs of this Agreement is agreed to be Tarrant County, Texas, for ail purposes, including performance and execution. 10. No Third -Pa IBeneficia For purposes of this Agreement, including its intended operation and effect, the parties (the CITY and the CORPORATION) specifically agree and covenant that. (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity, notwithstanding the fact that such third person or entities may be in a contractual relationship with the CITY or the CORPORATION or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations due by them to either the CITY or the CORPORATION. 11. Venue The parties to this Agreement agree and covenant that this Agreement will be f EXHIBIT FE5 2dd A, Page enforceable in Grapevine, Texas; and that if legal action is necessary to enforce this Agreement, exclusive venue will lie in Tarrant County, Texas. 12. Headings The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereto. 13. Default If either party hereto shall default in the performance of any of the terms or conditions of this Agreement, such defaulting party shall have thirty (30) days after delivery to such defaulting party of written notice of such default within which to cure such default. if such default is not cured within the thirty (30) day period following receipt of such written notice of default, or if such default is incapable of being cured within such thirty (30) day period and the party in default has not commenced to cure such default within said thirty (30) day period and diligently pursued the same to completion, the non -defaulting party, at its option, shall have the right to terminate this Agreement by giving written notice of such termination setting forth the date of such termination, which right shall be in addition to all other rights, remedies or privileges available to the non -defaulting party, whether at law or in equity. 14. Term, Withdrawal and Termination This Agreement shall be in effect from the date of execution until amended, revised or terminated upon the written consent of both parties. This Agreement may be amended or revised at any time upon written consent of the parties. In addition to the rights of termination set forth in Section 13 hereof, the parties agree not to terminate this Agreement unless ninety (90) days written notice of such intention to terminate is given by the party desiring termination to the non -terminating party. `W Legal Construction In case any one (1) or more of the _provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Attorney Fees If any action at law or in equity, including an action for declaratory relief, is brought by either party to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. 17. Notice Notices under this Agreement shall be given to the following parties by certified mail, return receipt requested, or by hand delivery, to the addresses indicated below or at such other addresses as may be designated in writing by the parties from time to time: CORPORATION Grapevine 4B Economic Development Corporation P.O. Box 95104 Grapevine, Texas 76099 Attention: President CITY City of Grapevine P.O. Box 95104 Grapevine, Texas 76099 Attention: City Manager J ?, 9. -1, P. Lb im Commencement This Agreement shall be in full force and effect as of the date of execution below and continue thereafter subject to the terms and conditions herein stated. EXECUTED this day of , 2007, in duplicate originals. ATTEST: By Linda Huff City Secretary APPROVED AS TO FORM: By Matthew Boyle City Attorney ATTEST: By Secretary CITY OF GRAPEVINE, TEXAS I: Bruno Rumbelow City Manager GRAPEVINE 413 ECONOMIC DEVELOPMENT CORPORATION President