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HomeMy WebLinkAboutResolution - 3461 - Assingment Of Economic Development Contracts & Letter Agreement With COC - 09_27_1990Resolution # 3461 . September 27, 1990 Item #29 DGV:dw RESOLUTION WHEREAS, the Texas Constitution has been amended by adding thereto a new Article 3, Section 52-a, permitting the Legislature to enact legislation enabling local governments to expend public funds in aid of economic development within their jurisdictions; and WHEREAS, the Legislature thereafter enacted House Bill No. 3192, House Bill No. 28 and Senate Bill No. 971 during the 1989 Legislative Session, all of which enactments pertain to economic development activities by municipalities; and WHEREAS, Chapter 3 of the Charter of the City of Lubbock provides for a City of Lubbock Board of City Development to receive certain funds and to expend them for economic development purposes; and WHEREAS, such requirements are inconsistent with the provisions of House Bill No. 3192, House Bill No. 28 and Senate Bill No. 971, which enactments place nondelegable duties with regard to economic development on the City Council by state law; and WHEREAS, such state laws of general application supersede city charter provisions to the extent of any conflict under the legal theory of preemption; and WHEREAS, the City Council of the City of Lubbock is now required to execute contracts for economic development of the community itself and may no longer delegate such contracting authority; and WHEREAS, the City Council of the City of Lubbock hereby assumes responsibility for the following named contracts pertaining to economic development; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the City Council of the City of Lubbock hereby assumes and accepts all rights, privileges and duties contained in the following contracts, which contracts and appropriate approvals of assignment are attached hereto and made a part hereof for all purposes: Board of City Development Support Services Contract with the Lubbock Chamber of Commerce (1989). Funding Agreement, Lubbock Chamber of Commerce with Comerciantes Organizado Mexico-Americanos (1988). Funding Agreement, Lubbock Chamber of Commerce with Lubbock Chamber of Black Entrepreneurs (1988). 34d1W SECTION 2. THAT the Mayor BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Letter Agreement for Support Services by and between the City of Lubbock and the Chamber of Commerce, which Letter Agreement is attached hereto and made a part hereof for all purposes. Passed by the City Council this 77t-h day of September , 1990. ATTE Rane e oy , City SecF6frRy APPROVED AS TO FORM: Bob Cass, Deputy City Manager APPROVED AS TO FORM: uonala b. vanalver, ti rSL ASSIstan City Attorney • c + t B. C. McMIN , MAYOR - 2 - Resolution # 3467 . September 27, 1990 Item #29 DGV:dw RESOLUTION WHEREAS, the Texas Constitution has been amended by adding thereto a new Article 3, Section 52-a, permitting the Legislature to enact legislation enabling local governments to expend public funds in aid of economic development within their jurisdictions; and WHEREAS, the Legislature thereafter enacted House Bill No. 3192, House Bill No. 28 and Senate Bill No. 971 during the 1989 Legislative Session, all of which enactments pertain to economic development activities by municipalities; and WHEREAS, Chapter 3 of the Charter of the City of Lubbock provides for a City of Lubbock Board of City Development to receive certain funds and to expend them for economic development purposes; and WHEREAS, such requirements are inconsistent with the provisions of House Bill No. 3192, House Bill No. 28 and Senate Bill No. 971, which enactments place nondelegable duties with regard to economic development on the City Council by state law; and WHEREAS, such state laws of general application supersede city charter provisions to the extent of any conflict under the legal theory of preemption; and WHEREAS, the City Council of the City of Lubbock is now required to execute contracts for economic development of the community itself and may no longer delegate such contracting authority; and WHEREAS, the City Council of the City of Lubbock hereby assumes responsibility for the following named contracts pertaining to economic development; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: SECTION 1. THAT the City Council of the City of Lubbock hereby assumes and accepts all rights, privileges and duties contained in the following contracts, which contracts and appropriate approvals of assignment are attached hereto and made a part hereof for all purposes: Board of City Development Support Services Contract with the Lubbock Chamber of Commerce (1989). Funding Agreement, Lubbock Chamber of Commerce with Comerciantes Organizado Mexico-Americanos (1988). Funding Agreement, Lubbock Chamber of Commerce with Lubbock Chamber of Black Entrepreneurs (1988). SECTION 2. THAT the Mayor BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Letter Agreement for Support Services by and between the City of Lubbock and the Chamber of Commerce, which Letter Agreement is attached hereto and made a part hereof for all purposes. Passed by the City Council this ?7th day of September , 1990. f Vr TE Rane e oy City Secfttary APPROVED AS TO FORM: &I &SS tob Cass, Deputy City Manager APPROVED AS TO FORM: ona G. Van fiver, First Assistan City Attorney B. C. MCMINN, MAYOR - 2 - CITY OF LUBBOCK LUBBOCK, TEXAS LUBBOCK TEXA8 B. C. "PECK" MCMINN MAYOR September 27, 1990 Mayor B. C. "Peck" McMinn City of Lubbock P. 0. Box 2000 Lubbock, TX 79457 Mr. Mark Womble, Chairman Lubbock Chamber of Commerce P. 0. Box 561 Lubbock, Texas 79408 RE: Support Services Contract Dear Mr. Womble: As you know, the Board of City Development has assigned its Support Services Agreement with the Lubbock Chamber of Commerce to the City of Lubbock for performance during the remainder of its term because of recent changes to State laws and City ordinances. We are looking forward to being able to work directly with the Chamber of Commerce in the future to promote the economic development of the City of Lubbock. The changes to State laws and ordinances that I mentioned above will require some changes to the Support Services Contract in order to comply with them, but we feel that this Letter of Agreement will be sufficient official action to clarify the Contract provisions. Needless to say, since the City of Lubbock has assumed the role of the Board of City Development in the Agreement, the Agreement should be read as referring to the "City," the "City Council" or the "City of Lubbock" at the places where it presently refers to the Board of City Development or the "Board" of the Board of City Development. In addition, the provisions of Article UII on compensation to the Chamber must be amended due to the changes in State laws on economic development. Compensation to the Lubbock Chamber of Commerce, together with other economic development funding agreements entered into by the City Council, must be on an annual basis as set in the City's annual budgeting process. Therefore, Mr. Mark Womble August 24, 1990 Page - 2 - funding to the Chamber under the Support Services Contract for FY 90-91, beginning October 1, 1990, shall be $297,004.00. For each remaining year of the term of the Support Services Contract, funding shall be as established for each individual budget year based on the duties to be performed by the Chamber. I am providing you with two original copies of this Letter of Agreement so that both the Chamber and the City may retain a signed copy. Sincerely yours, B. C. "Peck" McMinn Mayor Lu.b ck Chamber of Commerce: M k om le, Chairman September 27, 1990 Date BOARD OF CITY DEVELOPMENT SUPPORT SERVICES CONTRACT 4"J, * 3sai ORIGINAL This agreement, entered into by and between the Lubbock Board of City Development, herein called "BCD", and the Lubbock Chamber of Commerce, a corporation, herein called "Chamber" and approved by the City of Lubbock, Texas, herein called "City". WHEREAS, Sec 2-412, Article XVI, Chapter 2 of the Code of Ordinances, City of Lubbock, Texas grants the BCD responsibility for overall economic development efforts of the City of Lubbock, Texas; WHEREAS, Section 2-421, Article XVI, Chapter 2 of the Code of Ordinances, City of Lubbock, Texas, authorizes the BCD to contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which aid or assist the BCD in the performance of its duties; and, WHEREAS, the BCD and the City recognize that the Chamber is well qualified, experienced and equipped, as a General Contractor, to perform some of the activities necessary to the attainment of the goals required of the BCD by Sec. 2-412, Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas. NOW THEREFORE, the parties hereto agree as follows: ARTICLE I. LUBBOCK BOARD OF CITY DEVELOPMENT ECONOMIC DEVELOPMENT PHILOSOPHY The Lubbock Board of City Development has as its raison d'etre the economic development of the City of Lubbock. The principal ordinance guiding this philosophy is number 8859. Said ordinance states: "The expenditure of such tax funds above mentioned, that directly accomplish or aid in the accomplishments of creating identifiable new jobs or retaining identifiable existing jobs in any of the following -Areas of activity: SUPPORT SERVICE CONTRACT - PAGE 1 (a) Business retention and expansion (b) Formulation and new business (c) Business attraction" The Lubbock Board of City Development's philosophy under this ordinance is to expend the vast majority of its funds in support of direct economic development. However, the Lubbock Board of City Development recognizes that it is necessary that the City of Lubbock have in place an institution infrastructure that is supportive of economic development activities. Consequently, it is the philosophy of this Board to expend a fraction of it annual funds in support of the development and maintenance of the required economic development institution infrastructure. ARTICLE II. LUBBOCK BOARD OF CITY DEVELOPMENT POLICY STATEMENT (a) Interaction with Chamber of Commerce. It is the policy of the Lubbock Board of City Development to encourage all Chambers of Commerce, within the City of Lubbock, to work cooperatively with each other, and in concert with the Lubbock Board of City Development in pursuit of goals that will further the economic development of Lubbock. (b) Funding of the Economic Development Proposals. It is the policy of the Lubbock Board of City Development to consider funding of economic development activities on the basis of their ability to support the Board's economic development goa s and programs. (c) Funding of Chambers of Commerce Infrastructure. The Lubbock Board of City Development believes that the Chambers of Commerce are a unique and integral part of the economic development infrastructure of the City of Lubbock. Accordingly, it is a policy of the Lubbock Board of City Development to set aside a portion of its annual budget to support these Chambers. The funds set aside for this purpose shall be provided to the Chambers in a representative fashion. &I WORT SERVICE CONTRACT - PAGE 2 ARTICLE III PRIOR AGREEMENTS TERMINATED The BCD and Chamber do hereby agree that, subject to Article VIII hereinafter, effective as of the date of execution of this agreement, and approval of the budget and programs of work related thereto, the "Board of City Development Administrative Support Services Contract" dated January 23, 1986 and the "Addendum" thereto dated August 21, 1987, are hereby terminated and shall be of no further force or effect between the BCD and the Chamber, other than is necessary to a termination thereof, and that this written agreement shall constitute the sole and only agreement between the BCD and Chamber concerning economic development and all prior written or oral agreements or understandings between the BCD and Chamber are void and of no further force and effect. PROVIDED, however, the Chamber shall remain obligated to account for all expenditures made during the term of the terminated contract as appropriate or necessary to allow compliance by the BCD with its duty to make all reports and accountings required of the BCD under the provisions of Sections 2-412 to 2-414, Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas. The relationship here terminated is only the relationship between the Chamber and the BCD arising under the contract dated January 23, 1986 and as amended on August 21, 1987, between the BCD and Chamber, and this termination shall never in any manner whatsoever be construed as terminating or affecting other existing obligations, contracts or arrangements between the City and the Chamber under which public funds are provided the Chamber for other public activities performed by the Chamber on behalf of the City. ARTICLE IV CHAMBER SERVICES The BCD does hereby employ the Chamber, and the Chamber hereby accepts such employment, to perform and discharge designated tasks which will aid or assist the BCD in the performance of its duties under Sec 2-412, Article XVI, Chapter 2 of the Code of SUPPORT SERVICE CONTRACT - PAGE 3 Ordinances, City of Lubbock, Texas. This contract shall never in any manner whatsoever be construed as seeking or attempting to divest the BCD of its discretion and policy making functions in discharging the BCD duties set forth in said Section 2-412. The parties to this contract recognize that the Chamber, in the performance and discharge of the tasks designated by this contract, is an independent contractor, but shall be fully accountable to perform to a professional standard of competence and dedication to secure all results specified by the BCD, however the Chamber is not to be a guarantor of the results of such activities, only of their performance. ARTICLE V DESIGNATION OF SCOPE OF SERVICES Services to be performed by the Chamber shall be specifically designated and outlined in an annual Program of Work prepared by the Chamber. A budget shall be prepared by the Chamber to support the Program of Work. Both documents will be submitted annually to the BCD prior to beginning of the fiscal year for approval and adoption. Such support services shall be in the general areas of Economic Development Support, Community Betterment Programs, Public Affairs, Organizational Improvement and any other areas that the BCD deems appropriate. The specific areas of program and activities may include, but not necessarily be limited to, Agriculture, Energy/Oil and Gas, International Trade, Retail Trade, Small Business Activities, Health, Medical and related areas, Highways and Roads, Armed Services, Athletics, Aviation, Education, Government and Legislative programs. Immediately following the adoption of the BCD budget for each fiscal year, the BCD shall in writing designate the budget line items, or parts thereof, to be performed by Chamber. This designation shall specify the amount to be expended in the performance of each task designated and any special instructions as to that performance as felt appropriate by the BCD. Such services shall always be consistent with the duties imposed upon the BCD by Sec 2-412, Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas. SUPPORT SERVICE CONTRACT - PAGE 4 ARTICLE VI SUBSEQUENT DESIGNATION OF SERVICES The Chamber and BCD acknowledge that the BCD is bound by and must comply in all respects with the annual budget process of the City, all in accord with Articles 689a-13, 689a-14, 689a-15 and 689a-16, V.A.C.S. To the satisfaction of these statutory requirements the Chamber and BCD agree that prior to appropriate statutory times and when requested by the BCD, in relation to each fiscal year during the life of this contract, the Chamber shall do and perform as follows: (1) The parties will, prior to the time designated by budget statutes annually, each designate a budget committee to be composed of five representatives from the Chamber (to include its President) and five representatives from the BCD (to include its President [Director of Economic Development] or his designee). It will be the function of the committee to prepare for submission to their respective boards line items for inclusion in their respective budgets as to the tasks to be designated by the BCD for performance by the Chamber under this contract in the following fiscal year and to be included by the Chamber, upon BCD approval, in such subsequent budgets. The committee shall prepare facts and figures in support of all such recommended line items and a draft line item budget for the use by the BCD and Chamber in the preparation of their own budgets. These budgets shall be modified from time to time to reflect totals consistent with actual BCD funds received from the City under the Charter provisions. (2) Provide all assistance required by the BCD in the BCD's presentation of its annual budget to the City of Lubbock in accordance with Articles 689a-13, 689a-14, 689a-15 and 689a-16, V.A.C.S. (3) Provide all such additional information and reports necessary and essential to the BCD in its reports and accounting to the City Council to reflect the discharge by the SUPPORT SERVICE CONTRACT - PAGE 5 BCD of its duties and obligations as set forth in Art. XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas. (4) The Chamber agrees that it will keep careful books and records of all funds expended by it in performance of its designated tasks. Each expenditure shall be subject to verification by submission of the bill,. invoice, statement or contract paid and a copy of the instrument by which payment was accomplished. (5) Chamber further agrees that the books and records maintained by it as to BCD activities shall always be available to the BCD for review and audit and that the BCD may have access to such records for the purposes of audit by a certified public accountant retained by the BCD or by the Internal Auditor of the City of Lubbock at the discretion of the BCD. Any audit costs in excess of that budgeted by the City of Lubbock through the City Contract on Audits shall be borne by the Chamber or such added audit costs may be approved by the BCD for payment out of the consideration received by Chamber under this contract. (6) Chamber further agrees that it shall make written quarterly reports to the BCD of all expenditures and activities made and/or performed by it as authorized by the operational budget and Program of Work approved by the BCD. The BCD obligates itself as follows: (1) That in its consideration of activities and services to be performed by the Chamber during the term of this agreement, the amounts approved by the BCD shall (including overhead and other related expenses) total the amounts hereinafter designated in this contract as the total compensation to be received by the Chamber for its services during each such fiscal year. (2) That in its approval of activities to be performed by the Chamber during the term of this agreement of the amounts approved each year, $100,000.00 as budgeted by the SUPPORT SERVICE CONTRACT - PAGE 6 Chamber for the convention and visitor bureau shall constitute direct economic development. (3) The BCD, however, during the course of any fiscal year in which an operational budget has been approved, shall nevertheless retain the right to approve amendments to the Chamber budget in the event circumstances warrant such action. (4) As between the BCD and the City Council, if this contract shall be approved by the City Council, in distinguishing between expenditures, activities, and services which are to be defined and credited as direct economic development, all reasonable overhead expenses, and including but not limited to salaries, and other reasonable internal expenses incurred directly or indirectly relating to the activity performed, shall be included and credited as part of that activity. Expenses that cannot be reasonably so allocated directly, shall be allocated in proportion to that which exists as a whole between direct economic development and other optional duty activities. ARTICLE VII COMPENSATION TO CHAMBER Recognizing that the changing nature of the services to be performed by the Chamber under this contract must allow for sufficient flexibility to respond to the changing nature of the best interests of the citizens of the City of Lubbock, the parties agree that to allow for and best serve such changing needs, that a fixed amount annual compensation is unworkable, and that only a percentage allocation of "available funds" can accomplish the satisfaction of the duties imposed on the BCD by the City Council and the citizens under their Charter and the tasks designated for the Chamber by this contract. "Available funds", as defined in this contract shall mean the balance of all funds received by the BCD under Chapter 3, Art. I, Secs. 1 and 3, the Charter of the City of Lubbock, Texas, after there is subtracted therefrom the forty (40%) percentage thereof to be allocated to debt service retirement or other such payments as required by Section 2- 418(a), Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas. "Available SUPPORT SERVICE CONTRACT - PAGE 7 funds" are accordingly sixty (60%) percent of the total funds received by the BCD under Chapter 3, Art. I, Secs. 1 and 3, Charter of the City of Lubbock, Texas. The BCD agrees to pay and Chamber agrees to accept, as full and final compensation under this contract, beginning with the 1988-89 fiscal year, a percentage allocation of thirty-six (36%) percent of the "available funds" for each of the years this contract is in force and effect payable in monthly installments. The Chamber shall, from such compensation, fund the programs of work that have been approved and budgeted by the Chamber through the normal budget process for Comerciantes Organizados Mexico- Americanos (COMA) and the Lubbock Black Chamber of Entrepreneurs (LBCE) and shall be responsible for disbursing such funds to COMA and LBCE. The Chamber shall use its best effects to expend the funds allocated for the specific tasks designated in its Program of Work during each fiscal year. However, if it should appear to the Chamber that prudence and good business judgment direct that a part of said monies should not be expended as designated because of some change of conditions unknown or anticipated to either party previously this fact should be immediately reported to the BCD for a final determination. Should the BCD agree and approve, then the BCD may approve additional designated tasks consistent with its duties under Section 2-412, Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas, to be performed by the Chamber during that fiscal year. Reports suggesting such changed conditions should be reported by the Chamber in sufficient time before the end of the fiscal year involved as to allow time for the BCD to approve such additional designated tasks and for the Chamber to perform same, before the end of the fiscal year involved. Services to be provided following such modification shall be performed in accordance with the provisions of this agreement, and specifically Article V hereof. Funds unexpended at the end of any fiscal year and not reallocated to other designated tasks shall be returned to the BCD for disposition as provided under Section 2- 420, Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas. SUPPORT SERVICE CONTRACT - PAGE 8 ARTICLE VIII CONDITION PRECEDENT The obligations of the BCD under this agreement are expressly conditioned on the receipt by the BCD by no later than January 15, 1989, of a written statement from each of the respective boards of the Chamber, LBCE and COMA as follows: (1) LBCE - A request that its current contract be terminated effective October 1, 1988, that it be allowed to contract direct with the Chamber for its Program of Work and budget and that the funds already supplied it under its present contract with the BCD be credited toward any new contract with the Chamber. (2) COMA - A request that its current contract be terminated effective October 1, 1988, that it be allowed to contract direct with the Chamber for its Program of Work and budget and that the funds already supplied it under its present contract with the BCD be credited toward any new contract with the Chamber. (3) Chamber - A request that its current contract be terminated effective October 1, 1988, that it will contract with and guarantee funding of LBCE and COMA for appropriate programs of work and will credit any sums already received by Chamber to this contract. Failure to receive any one of the above written requests by 5:00 p.m. January 15, 1989 shall render this contract effective October 1, 1989. Failure by the Chamber to execute this contract by 5:00 p.m. January 15, 1989 shall render this entire contract null and void. ARTICLE IX. BOND Such officer or officers of the Chamber as are designated by the Chamber to receive and disburse the compensation to the Chamber provided for in this contract shall each give SUPPORT SERVICE CONTRACT - PAGE 9 an official bond in the sum of Twenty -Five Thousand Dollars ($25,000.00). The bonds referred to in this paragraph shall be conditioned for the faithful accounting of all monies and things of value coming into the hands of such officers, above named, as a result of this contract, which bonds shall remain in force during the entire period of this contract. The bonds shall be procured from some regularly accredited surety company authorized to do business in the State of Texas. The premiums therefor shall be paid by the Chamber from the consideration it receives under this contract. A copy of each official bond required by this paragraph shall be filed with the Secretary of the BCD. ARTICLE X TERM This contract shall become effective, subject to Article VIII hereinabove, on the date of execution and upon approval by the BCD and the City of the Chamber's Program of Work and the Budget supporting same as are subject of this Contract and shall end at the close of the regular business day at 5:00 p.m. on the 30th day of September, 1993. Notwithstanding, at the end of thirty-six (36) months, the parties may agree to extend the term hereof beyond the termination date herein set out. ARTICLE XI REMEDIES 1. If either party breaches or defaults in the performance hereunder, then the other may, at its option, terminate this agreement after first giving written notice of the breach or default. The party receiving such notice shall have thirty (30) days thereafter within which time to cure such breach or default, or in the alternative, to notify the other party of the reason or reasons it believes there has been no breach or default. In the event of such denial of breach or default and the parties are unable to resolve the matter within said thirty (30) day period, then and in that event, within sixty (60) days after such notice, the party accused of such breach or default shall have the right to file suit in a court of competent jurisdiction requesting a determination of whether or not such breach or default SUPPORT SERVICE CONTRACT - PAGE 10 exists. The litigation shall also address the issue of damages for such breach or default, if any. In the event of an affirmative finding of such breach or default, then and in that event this contract shall immediately terminate if not corrected within thirty (30) days after final judgment. In the event of a finding by said court of no default or breach of this contract, then and in that event the contract shall continue under its said terms and conditions. Failure by the party receiving said notice to either correct the breach or default or to file said suit in a court of competent jurisdiction as herein required shall cause a termination of this contract without prejudice to any other remedy to which the non defaulting party may be entitled either at law, in equity, or under this agreement. In the event any such suit as herein contemplated is filed, the parties agree to continue to perform under the terms of this contract until final resolution of such suit is made, unless ordered by the court to the contrary. 2. All parties recognize, however, that all compensation to be paid hereunder is authorized only from funds under Chapter 3, Art. I, Charter of the City of Lubbock, Texas, which Charter by law remains subject to amendment by the citizens as would deny the City or BCD the power to continue performance of this contract as written, will terminate this contract without any recourse of any party hereto against the others under the remedies above provided. ARTICLE XII NOTICES Any notice to be given under this agreement shall be deemed given and received on the first to occur of the following: (a) actual receipt by the party to be notified; or (b) five days after deposit of such notice in the U.S. Mail System if sent by Certified Mail, Return Receipt Requested, postage prepaid, and addressed to the party to be notified at the address for such party as either party may designate from time to time in writing by giving not less than ten days advance notice to the other party. SUPPORT SERVICE CONTRACT - PAGE 11 ARTICLE XIII MISCELLANEOUS 1. This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Lubbock County, Texas. 2. In the event that any one 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 provision hereof and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been included in this agreement. 3. This agreement shall not be assigned by Chamber to any other person or legal entity without first securing the consent of the BCD and approval of the City Council of the City of Lubbock to such assignment. 4. The parties to this agreement further recognize that the BCD is a board of the City of Lubbock and that in accordance with Chapter 3, Article I of the Charter of the City of Lubbock, the City Council is authorized to set the qualifications of the members of the BCD as well as its duties. The parties hereto further recognize that the City Council of the City of Lubbock has established the qualifications of membership of the BCD and the duties of the BCD all as set forth in Article XVI, Chapter 2 of the Code of Ordinances of the City of Lubbock. The parties hereto further agree that in the event that Article XVI, Chapter 2 is amended by the City Council and such amendment or any part thereof is inconsistent with the provisions of this agreement that the parties hereto shall reform this agreement to comply with the provisions of Article XVI, Chapter 2 of the Code of Ordinances of the City of Lubbock as amended. SUPPORT SERVICE CONTRACT - PAGE 12 ARTICLE XIV COOPERATIVE CONTINUING RELATIONSHIP The parties acknowledge that the individual interests of each have always been and are now subservient to the best interests of all the citizens of the City of Lubbock, for it was solely to the betterment of the welfare of the citizens of this community that the BCD was created. All parties further acknowledge and agree that this contract is currently the best existing method by which the best interests of the citizens of this community may be served. The parties further agree and acknowledged that it is of the essence of this contract that it is only by the joint efforts of the parties requiring their absolute, continuing and wholehearted cooperation over the term of this contract, that either can fulfill its obligation to the citizens of this community. ARTICLE XV NATURE OF CONTRACT AND CITY APPROVAL Art. XVI, Chapter 2, of the Code of Ordinances of the City of Lubbock, Texas, provides that the BCD may, with the approval of the City Council, contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which will aid or assist the BCD in the performance of its duties, however, no such contract shall ever be approved or entered into which seeks or attempts to divest the BCD of its discretion and policy making functions in discharging the duties set forth in said Article XVI, Chapter 2. Both the BCD and the City specifically find that the Chamber is the best qualified and the most appropriate entity with which this contract should be entered into for the purposes and the scope of services hereinabove set out. By its approval of this contract the City Council acknowledges that the activities constituting direct economic development activities are hereby approved as appropriate and proper to the duties of the BCD under Article XVI, Chapter 2. The City, by authority of formal action of the City Council, specifically approves this contract and the SUPPORT SERVICE CONTRACT - PAGE 13 dF' e Y execution hereof by the BCD and causes the duly authorized officers of the City to execute this contract in order to evidence such approval. EXECUTED this , day of December, 1988. BOARD TY DEVE PM NT By:(6 AVT— a4nite, airman LUBBOCK CHAMBER OF COMMERCE By: avi eini,h4frman THE CITY OF LUBBOCK, TEXAS CY F By:? `A'C-� ."Peck" McMinn, Mayor ATTEST: aneite Boyd,City Secretary APPROVED AS TO FORM SUPPORT SERVICE CONTRACT - PAGE 14 &�t 3-*6/ FIRST AMENDMENT TO BOARD OF CITY DEVELOPMENT SUPPORT SERVICES CONTRACT ORIG IA14 This amendment, entered into by and between the Lubbock Board of City Development, herein called "BCD", and the Lubbock Chamber of Commerce, a corporation, herein called "Chamber" and approved by the City of Lubbock, Texas, herein called "City", on the day and date last herein appearing. WHEREAS, Sec 2-412, Article XVI, Chapter 2 of the Code of Ordinances, City of Lubbock, Texas grants the BCD responsibility for overall economic development efforts of the City of Lubbock, Texas; WHEREAS, Section 2-421, Article XVI, Chapter 2 of the Code of Ordinances, City of Lubbock, Texas, authorizes the BCD to contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which aid or assist the BCD in the performance of its duties; WHEREAS, the BCD and the City recognize that the Chamber is well qualified, experienced and equipped, as a General Contractor, to perform some of the activities necessary to the attainment of the goals required of the BCD by Sec. 2-412, Article XVI, Chapter 2, Code of Ordinances, City of Lubbock, Texas; WHEREAS, pursuant to such authority, the BCD on December.16, 1988 and the Chamber on December 21, 1988 executed the Board of City Development Support Services Contract a copy of which is attached hereto as Exhibit "A' and made a part hereof by reference; WHEREAS, the Chamber has requested that the deadlines set forth in Article VIII of the Board of City Development's Support Services Contract be extended for a period of thirty days; and WHEREAS, the BCD and the Chamber believe that such extension is in the best interest of the City of Lubbock and its economic development. NOW THEREFORE, the parties hereto agree as follows: AMENDED SUPPORT SERVICE CONTRACT - PAGE 1 r 1 . 1. Article VIII of the Board of City Development's Support Services Contract, a copy of which is attached hereto as Exhibit "A", is hereby amended to read as follows: "ARTICLE VIII CONDITION PRECEDENT The obligations of the BCD under this agreement are expressly conditioned on the receipt by the BCD by no later than February 16, 1989, of a written statement from each of the respective boards of the Chamber, LBCE and COMA as follows: (1) LBCE - A request that its current contract be terminated effective October 1, 1988, that it be allowed to contract direct with the Chamber for its Program of Work and budget and that the funds already supplied it under its present contract with the BCD be credited toward any new contract with the Chamber. (2) COMA - A request that its current contract be terminated effective October 1, 1988, that it be allowed to contract direct with the Chamber for its Program of Work and budget and that the funds already supplied it under its present contract with the BCD be credited toward any new contract with the Chamber. (3) Chamber - A request that its current contract be terminated effective October 1, 1988, that it will contract with and guarantee funding of LBCE and COMA for appropriate programs of work and will credit any sums already received by Chamber to this contract. Failure to receive any one of the above written requests by 5:00 p.m. February 16, 1989 shall render this contract effective October 1, 1989. Failure by the Chamber to execute this contract by 5:00 p.m. February 16, 1989 shall render this entire contract null and void." 2. Except for the modification of the agreement made in Paragraph I of this instrument, all provisions of the Board of City Development's Support Services Contract AMENDED SUPPORT SERVICE CONTRACT - PAGE 2 shall remain as originally executed and as appear in the instrument attached hereto as Exhibit "A" 3. This modification shall become effective on the date it is signed by the BCD and Chamber. EXECUTED this /7 day of January, 1989. BOARD CITY DEVELOPMENT By: Samuel is ar s, Chairman LUBBOCK CHAMBER OF COMMERCE By: R LL,,--1 David Seim, Chairman THE CITY OF LUBBOCK, TEXAS C C� B.C."Peck" McMinn, ayor ATTEST: ane oy , ity ecretary APPROVED AS TO FORM " C- /2, - �- Joyin C. Ross, Ir., ity ttorney AMENDED SUPPORT SERVICE CONTRACT - PAGE 3 "In today's highly competitive markets or in any low net yield business ............... doing business smartly in the BLACK Consumer Market or with BLACK Business Person ....... COULD BE YOUR MARGIN OF PROFIT." LUBBOCK BLACK CHAMBER Of ENTREPRENEURS, INC. (806) 747-9804 - 2812 Weber Drive - Lubbock, Texas 79404 September 7, 1990 Mr. Mark Womble, Chairman Lubbock Chamber of Commerce P. O. Box 561 Lubbock, Texas 79408 RE: Assignment of Contract to City of Lubbock Dear Mr. Womble: The Lubbock Black Chamber of Entrepreneurs, Inc. hereby gives its approval of the assignment by the Lubbock Chamber of Commerce of its contract with our organization dated December 21, 1988, to the City. The Lubbock Black Chamber of Entrepreneurs, Inc. recognizes that funding must be on an annual basis hereafter due to changes in State law and hereby approves funding under its Funding Agreement for FY 90-91, beginning October 1, 1990 of $41,069.00 Thank you very much for your past assistance and cooperation. Sincerely yours, R v. Kado Lang Chairman, Lubbock lack Chamber of Entepreneurs, Inc. EXHIBIT B STATE OF TEXAS § ORIGINAL COUNTY OF LUBBOCK § LUBBOCK CHAMBER OF COMMERCE AND LUBBOCK BLACK CHAMBER OF ENTREPRENEURS FUNDING AGREEMENT This Agreement entered into by and between the Lubbock Chamber of Commerce, a corporation, herein called "Chamber" and Lubbock Black Chamber of Entrepreneurs, herein called "BCE". WHEREAS, the Lubbock Board of City Development, herein referred to as.."BCD", and the Chamber have entered into a "Board of City Development Support Services Contract" referred to herein as "THE CONTRACT" dated the day of December 1988, which authorizes the BCD to fund the Chamber for the performance of certain services as therein described, as well as funding the programs of work that have been approved and budgeted by the Chamber for BCE; WHEREAS, BCE acts as an incorporated Chamber of Commerce serving the black and greater Lubbo.gk�community, and is determined to develop trade opportunities and continue to provide technical assistance to individuals interested in starting new businesses which will benefit the City of Lubbock, Texas;_ and -WHEREAS, the Chamber and BCE desire to agree that from monies paid by the BCD to the Chamber under "THE CONTRACT" the Chamber shall disburse funds to BCE to assist BCE in various areas related to salaries, programs, advertising, public relations, personnel, referrals, seminars, travel, and office expense; and fz� WHEREAS, the parties hereto understand that funds available for the purposes of this agreement are limited -in source and amount to those funds that are received by the Chamber from BCD under and pursuant to the "THE CONTRACT" between. BCD and the Chamber and that payments made by Chamber to BCE are subject to the budget presentation and approval requirements established by the "THE CONTRACT", the laws of the State of Texas, and ordinances of the City of Lubbock, Texas. NOW, THEREFORE, the parties hereto agree as follows: FIINDING TO BCE The parties hereto recognize that the payment to BCE by Chamber shall be out of those "available funds" allocated to the Chamber - by BCD each year, under "THE CONTRACT" as the term "available funds" is defined therein. Particularly under that agreement, BCD pays•to Chamber a percentage allocation of thirty- six (36t) percent of the "available funds" during the term of that contract. Such payment is in monthly installments. Of such allocation, thirty (30%) percent of the "available funds" shall fund the programs and services of the. Chamber under the terns of that agreement and the remaining six (6t) of the available funds shall be used by the Chamber to fund the. - programs of work that have been approved and budgeted by the .Chamber for BCE and the Commerciantes Organizados Mexico Americanos. PA For the fiscal year 1988-89, beginning October 1, 1988, BCE x`` agrees to accept and Chamber agrees to pay a percentage allocation YTS • � of two (2%) percent of the "available funds", in monthly installments. Thereafter, BCE agrees to accept, as full and final distribution under this contract, beginning with the 1989-1990 fiscal year, and continuing for the rest of the term of this Funding Agreement, a percentage allocation of three (3%) percent of the "available funds" for each of the remaining years this contract is in force and effect, payable in monthly installments. The parties hereto understand and agree that some payment hereunder may be retroactive to the execution hereof and that such retroactive payments are subject to approval by the BCD and City of Lubbock. BCE BUDGET BCE agrees to specifically designate and outline its programs of work in an Annual Program of Work and Budget to support the program of work. Both documents will be submitted annually to the Chamber during the term of this agreement. Such documentation shall be provided to the Chamber by BCE in sufficient time for the Chamber to meet its budgetary requirements as set out under "THE CONTRACT" and comply with the annual budget process of the City of Lubbock as well as all statutes and ordinances affecting such process. The budget herein contemplated shall be in writing and c designate the budget line items, or parts thereof, to be performed by BCE in exchange for the compensation herein set out. ADDITIONAL DUTIES OF BCE In addition to those requirements set out herein. BCE agrees as follows: (a) To provide all assistance -required by the Chamber in the presentation of its annual budget to the BCD in accordance with "THE CONTRACT". (b) Provide all such additional information and reports necessary and essential to the Chamber in its reports and accounting to the BCD to reflect the discharge by the Chamber of its duties and obligations as set out in "THE CONTRACT". (c) To keep careful books and records of all funds expended by it in performance of the services to be performed. Each expenditure must be subject to verification by submission of the bill, invoice, statement or contract paid, and a copy of the instrument by which payment was accomplished. (d) BCE further agrees that the books and records maintained by it as to.those activities and services to be performed by it in exchange for the compensation as herein set out shall always be available to the Chamber for review and audit and that the Chamber may have access to such records for the purposes of an annual audit to be conducted in the same basic manner as the audit done for the 1987-88 fiscal year by a Certified Public Accountant retained by the Chamber or by the BCD or by the Internal Auditor of the City of Lubbock. The cost of the 1988-89 annual audit shall be paid in full by Chamber and thereafter the full cost of such annual audit shall be paid by BCE from the funds paid to it under this agreement. ' (e) BCE agrees to expend the funds provided by BCD through the Chamber only on the work items and in the amounts approved by the Chamber in the BCE budget. (f) BCE further agrees that it shall make written quarterly reports to the Chamber containing a narrative description of work undertaken and accomplishments in regards to the work items covered by its Program of Work and Budget and a financial report itemizing the- expenditures incurred within each work item category. IV. COMPLIANCE WITH BOARD OF CITY DEVELOPMENT SUPPORT SERVICES CONTRACT The parties hereto understand and agree that the terms and conditions of this agreement between them is subject to the over- riding terms and conditions of the "THE CONTRACT". Chamber warrants that it will exercise its best efforts to comply with all of the terms and conditions of the "THE CONTRACT", but the parties recognize that circumstances may change to the extent that by the very nature of the "THE CONTRACT" the BCD may change, modify, or alter the Chamber budget in accordance with the terms and GO =� conditions of the "THE CONTRACT". In the event of this occurrence, the parties hereto understand and agree that such change may effect a modification of this agreement between the Chamber and BCE without the approval, consent, or ratification of the Chamber or BCE. BCE agrees and understands that it must be bound by any changes effected to this contract by the subsequent action of BCD or it can, alternatively, immediately terminate this agreement effective upon written notice delivered to the Chamber and thereupon stop receipt of any further funding or compensation under this agreement. V. BOND The parties hereto agree that beginning with the 1989-90 year -of this Funding Agreement that the officer or officers of BCE who receive and disburse the compensation paid by the Chamber to BCE shall be subject to the bond provisions of the "THE CONTRACT". Such bond shall be obtained and provided at the sole cost and expense to BCE. There shall be no bond requirement for the 1988- 89 year of the agreement. VI. TERM Subject to the possible retroactivity of this Funding Agreement to October 1, 1988, this contract shall become effective as and when the "THE CONTRACT" between the Chamber and BCD as approved by the City of Lubbock, Texas becomes effective and shall r continue for the same identical term as that contract and shall terminate at the close of regular business at 5:00 p.m. on September 30, 1993. Should "THE CONTRACT" be extended as therein recited, then and in that event the parties hereto may agree to an extension hereof at the end of thirty-six (36) months, unless terminated earlier by BCE. Following termination of this agreement for any reason, BCE shall repay to Chamber any unexpended portions of disbursements previously made hereunder. The parties hereto recognize that all payments to be paid hereunder are made only from funds under Chapter 3, Article I, Charter of the City of Lubbock, Texas, which charter by law remains subject to amendment by the citizens as would deny the City or BCD (UND the power to continue payments to the Chamber under the "THE CONTRACT". In the event that occurs, such contract between the BCD and Chamber would terminate and as a natural consequence, this agreement between the Chamber and BCE will terminate without any recourse of any party hereto against the other, whatsoever. VII. INDEPENDENT CONTRACTOR In conducting its work, BCE shall be an independent contractor and not an agent or employee of BCD or Chamber for any purpose, and SCE agrees to indemnify and hold harmless the Chamber from and against any and all claims, liabilities, causes of action, and expense of any kind whatsoever, including reasonable attorney's '2 >by' fees, relating to and/or arising out of the performance by BCE of the work described herein, insofar as the constitution and laws of the State of Texas permit. LIABILITY INSURANCE Beginning with the 1989-1990 fiscal year of this agreement, October 1, 1989, and continuing thereafter during the term hereof, BCE, at its own cost, agrees to carry property and bodily injury and death liability insurance of at least $250,000.00 per person and $500,000.00 per accident, such policy or policies of insurance to be carried with an insurer or insurers licensed to do business in Texas. BCE shall supply Chamber a copy of the current policy QE p= or policies or current certificate of insurance and shall cooperate in every respect with Chamber in the filing of claims under said policy or policies. The parties hereto agree to waive any requirement of insurance for the.MS- 1989 year of this agreement. IX. BOARD MEMBERSHIPS BCE shall immediately upon execution hereof, in writing addressed to Chamber, appoint a member in good standing from its own Board of Directors to sit as a non -voting member to the Chamber Board of Directors until September 30, 1989. At or before such date and on or before the same date of each year during the term 8 of this agreement, BCE shall appoint a qualified individual from its Board of Directors to sit as a non -voting member on the Chamber Board. Such non -voting appointee shall remain during the term of this agreement so long as he is regular in attendance and remains in good standing on the BCE board or is replaced or removed by written authorization delivered by BCE to Chamber. ' X. TERMINATION OF EXISTING AGREEMENTS BCE is currently a party to a funding agreement with BCD, approved by the City. For this Funding Agreement between Chamber and BCE to be given retroactive effect, BCD and Chamber must comply with Article VIII "Condition Precedent" of "THE CONTRACT". Therefore, both BCE and Chamber agree that immediately following full execution hereof by each that each will submit the written statement to BCD required by such Article VIII so that same will be received by BCD no later than 5:00 p.m., February 17, 1989. XI. MISCELLANEOUS As stated herein, this agreement is subject to the pre- eminence and superiority of the "THE CONTRACT" by and between the Chamber and BCD. In the event of any conflict between the terms and conditions of that agreement and this agreement, the parties agree and understand that the terms- and conditions of "THE CONTRACT" shall prevail. A copy of that contract is attached hereto and where relevant made a part hereof as if fully copied herein. (X'.r ' This agreement is construed in accordance with the laws of the State of Texas and is performable in Lubbock County, Texas. This agreement is not assignable by Chamber or BCE without the approval of the other and the approval of BCD. ~ SIGNED this 1�'�day of - L<<� , 1988. LUBBOC HAMBE F COMMERCE By: �� David R. Seim, Chairman LUBBOCK BLACK CHAMBER OF ENTREPRENEURS By: J 4-y, r d cl-5 n APPROVED AS TO FORM: Jerry M. Kolander, Jr. Attorney for Lubbock Chamber of Commerce Attorney for Lubbock Black Chamber of Entrepreneurs C �, 10 COMERC NIMS ORGANI7ADOS LUB ER O HISPANIC MDCICO-AMERICANOS CQ)9 d C� IEIMBOF C NC 11 September 24, 1990 Mr. Mark Womble, Chairman Lubbock Chamber of Commerce P.O. Box 561 Lubbock, Texas 79408 Re: Assignment of Contracts to City of Lubbock Dear Mr. Womble: Comerciantes Organizados Mexico-Americanos hereby gives its approval of the assignment by the Lubbock Chamber of Commerce of its contract with our organization dated December 21, 1988, to the City. Comerciantes Organizados Mexico-Americanos recognizes that funding must be on annual basis hereafter due to changes in State law and hereby approves funding under its Funding Agreement for FY 90-91, beginning October 1, 1990 of $54,759.00. Thank you very much for your past assistance and cooperation. Since ly ours, Adam Lara, Chairman Comerciantes Organizados Mexico-Americanos 1603 131h St. Ste. 212 - P.O. Box 886 - Lubbock, Texas 79408 - Telephone 806-762-5059 STATE OF TEXAS § 1 COUNTY OF LUBBOCK § LUBBOCK CHAMBER OF COMMERCE AND COMMERCIANTES ORGANIZADOS MEXICO AMERICANOS FUNDING AGREEMENT This Agreement entered into by and between the Lubbock Chamber of Commerce, a corporation, herein called "Chamber" and Commerciantes Organizados Mexico Americanos, herein called "COMA". WHEREAS, the Lubbock Board* of City Development, herein referred to as "BCD", and the Chamber have entered into a "Board of City Development Support Services Contract" referred to herein as "THE CONTRACT" dated the c,/-/ day of December 1988, which authorizes the BCD to fund the Chamber for the performance of certain services as therein described, as well as funding the programs of work that have been approved and budgeted by the Chamber for COMA; WHEREAS, COMA acts as an incorporated Chamber of Commerce serving the Hispanic community of Lubbock, and is determined to develop trade opportunities. and continue to provide technical assistance to individuals interested in starting new businesses which will benefit the City of Lubbock, Texas; and WHEREAS, the Chamber and COMA desire to agree that from monies paid by the BCD to the Chamber under "THE CONTRACT" the Chamber shall disburse funds to COMA to assist COMA in various areas related to salaries, programs, advertising, public relations, personnel, referrals, seminars, travel, and office expense; and WHEREAS, the parties hereto understand that funds available for the purposes of this agreement are limited in source and amount to those funds that are received by the Chamber from BCD under and pursuant to the "THE CONTRACT" between BCD and the Chamber and that payments made by Chamber to COMA are subject to the budget presentation and approval requirements established'by the "THE CONTRACT", the laws of the State of Texas, and ordinances of the City of Lubbock, Texas. NOW, THEREFORE, the parties hereto agree as follows: I. FUNDING TO COMA The parties hereto recognize that the payment to COMA by Chamber shall be out of those "available funds" allocated to the 4 Chamber by BCD each year under "THE CONTRACT" as the term "available funds" is defined therein. Particularly under that agreement, BCD pays to Chamber a percentage allocation of thirty- six (36%) percent of the "available funds" during the term of that contract. Such payment is in monthly installments. Of such allocation, thirty (30%) percent of the, "available funds" shall fund the programs and services of the Chamber under the terms of that agreement and the remaining six (6%) of the available funds shall be used by the Chamber to fund the programs of work that have been approved and budgeted by the Chamber for COMA and the Lubbock Black Chamber of Entrepreneurs. COMA agrees to accept, as full and final distribution under (0112 this contract, beginning with the 198 19 fiscal year, a percentage allocation of ( %) percent of the "available funds" for each of the years this contract is in force and effect payable in monthly installments. In addition, during the term of this agreement COMA may make application to Chamber for additional funding to finance new programs of work or projects as COMA deems appropriate. Both parties understand that such additional funding may not then be available from the allocation paid to Chamber by BCD under "THE CONTRACT". In that event, the Chamber may, but is not obligated to, if Chamber deems the request necessary and reasonable, apply to BCD for such additional funding as is necessary to finance COMA's new program of work or project. COMA BUDGET COMA agrees to specifically designate and outline its programs of work in.an Annual Program of Work and Budget to support the program of work. Both documents will be submitted annually to the Chamber during the term of this agreement. Such documentation shall be provided to the Chamber by COMA in sufficient time for the Chamber to meet its budgetary requirements as set out under "THE CONTRACT" and comply with the annual budget process of the City of Lubbock as well as all statutes and ordinances affecting such process. The budget herein contemplated shall be in writing and designate the budget line items, or parts thereof, to be performed by COMA in exchange for the compensation herein set out. ADDITIONAL DUTIES OF COMA In addition to those requirements set out herein. COMA agrees as follows: (a) To provide all assistance -required by the Chamber in the presentation of its annual budget to the BCD in accordance with "THE CONTRACT". (b) Provide all such additional information and reports necessary and essential to the Chamber in its reports and accounting to the BCD to reflect the discharge by the Chamber of its duties and obligations as set out in "THE CONTRACT". (c) To keep careful books and records of all funds expended by it in performance of the services to be performed. Each expenditure must be subject to verification by submission of the bill, invoice, statement or contract paid, and a copy of the instrument by which payment was accomplished. (d) COMA further agrees that the books and records maintained by it as to those activities and services to be performed by it in exchange for the compensation as herein set out shall always be available to the Chamber for review and audit and that the Chamber may have access to such records for the purposes of an annual audit by a Certified Public Accountant retained by the Chamber or by the BCD or by the Internal Auditor of the City of Lubbock. The full cost of such annual �. audit shall be paid by COMA from the funds paid to it under this agreement. (e) COMA agrees to expend the funds provided by BCD through the Chamber only on the work items and in the amounts approved by the Chamber in the COMA budget. (f) COMA further agrees that it shall make written quarterly reports to the Chamber containing a narrative description of work undertaken and accomplishments in regards to the work items covered by its Program of Work and Budget and a financial report itemizing the expenditures incurred within each work item category. IV. }r COMPLIANCE WITH BOARD OF CITY DEVELOPMENT SUPPORT -SERVICES CONTRACT The parties hereto understand and agree that the terms and conditions of this agreement between them is subject to the over- riding ;terms and conditions of the "THE CONTRACT". Chamber warrants that it will exercise its best efforts to comply with all of the terms and conditions of the "THE CONTRACT", but the parties recognize that circumstances may change to the extent that by the very nature of the "THE CONTRACT" the BCD may change, modify, or alter the Chamber budget in accordance with the terms and conditions of the "THE CONTRACT". In the event of this occurrence, the parties hereto understand and agree that such change may effect c a modification of this agreement between the Chamber and COMA ,yk without the approval, consent, or ratification of the Chamber or COMA. COMA agrees and understands that it must be bound by any changes effected to this contract by the subsequent action of BCD or it can, alternatively, immediately terminate this agreement effective upon written notice delivered to the- Chamber and thereupon stop receipt of any'further funding or compensation under this agreement. V. BOND The parties hereto agree that the officer or officers of COMA who receive and disburse the compensation paid by the Chamber to COMA shall be subject to the bond provisions of the "THE CONTRACT". VI. TERM This contract shall. become effective as and when the "THE CONTRACT" between the Chamber and BCD as approved by the City of Lubbock, Texas becomes effective and shall continue for the same idential term as that contract, unless terminated earlier by COMA. Following termination of this agreement for any reason, COMA shall repay to Chamber any unexpended portions of disbursements previously made hereunder. The parties hereto recognize that all payments to be paid hereunder are made only from funds under Chapter 3, Article I, Charter of the City of Lubbock, Texas, which charter by law remains >; subject to amendment by the citizens as would deny the City or BCD the power to continue payments to the Chamber under the "THE CONTRACT". In the event that occurs, such contract between the BCD and Chamber would terminate and as a natural consequence, this agreement between the Chamber and COMA will terminate without any recourse of any party hereto against the other, whatsoever. VII. INDEPENDENT CONTRACTOR In conducting its work, COMA shall be an independent contractor and not an agent or employee of BCD or Chamber for any purpose, and COMA agrees to indemnify and hold harmless the Chamber from and against any and all claims, liabilities, causes of action, e and expense of any kind whatsoever, including reasonable attorneys -fees, relating ;to and/or arising out of the performance by COMA of the work described herein, insofar as the constitution and laws of the State of Texas permit. VIII. LIABILITY INSURANCE COMA, at its own cost, agrees to carry property and bodily injury and death liability insurance of at least $250,000.00 per person and $500,000.00 per accident during the term of this agreement, such policy or policies of insurance to be carried with an insurer or insurers licensed to do business in Texas. COMA shall supply Chamber a copy of the current policy or policies or ,a current certificate of insurance. R IX. MISCELLANEOUS As stated herein, this agreement is subject - to the pre- eminence and superiority of the "THE CONTRACT" by and between the Chamber and BCD. In the event of -any conflict between the terms and conditions of that agreement and this agreement, the parties agree and understand that the terms and conditions of "THE CONTRACT" shall prevail. A copy of that contract is attached hereto and where relevant made a part hereof as if fully copied herein. This agreement is construed in accordance with the laws of the State of Texas and is performable in Lubbock County, Texas. This agreement is not assignable by Chamber or COMA without the approval of the other and the approval of BCD. SIGNED / - this `� day of 198�. LUBBO� CHAMBE F ..COMMERCE By: David R. Seim, Chairman COMMERCIANTES ORGANIZADOS MEXICO AMERIC OS By: 8 , AS To FORM: M. Kolander/ Jr.\ At;(rney for Lubbck C amber of Commerce David Martinez Attorney for Commerciantes Oijanizados Mexico Americanos September 25, 1990 Mr. Mark Womble, Chairman Lubbock Chamber of Commerce P. O. Box 561 Lubbock, Texas 79408 RE: Assignment of Contracts to City of Lubbock Dear Mr. Womble: The Board of City Development hereby gives its approval of the assignment by the Lubbock Chamber of Commerce of its contract with the Lubbock Chamber of Black Entrepreneurs and Comerciante Organizados Mexico Americanos, both executed December 21, 1988 to the City. Thank you very much for your past assistance and cooperation. JBM:jp Sincerely yours, �" i� B. Malouf -man, Lubbock Board ty Development APRWPR 2005 Broadway PO Box 5948 Lubbock, Texas 79417 806 / 744-0743 11111 LUBBOCK Board of City Development w M - c F P 27 1-9190 Mayor B. C. "Peck" McMinn City of Lubbock t P. O. Box 2000 .,,n Lubbock, Texas 79457 RE: Assignment of Economic Development Contract Dear Mayor McMinn: Agenda Item #7 L 4��O/ Pursuant to the request of the City of Lubbock, as necessitated by the recent amendment of the Texas Constitution and the enactment of new economic development laws by the Legislature, the Board of City Development hereby assigns and delegates to the City of Lubbock all of its duties and obligations of performance under the following contract: Support Services Contract with the Lubbock Chamber of Commerce (1989). An original signed copy of the Contract is attached hereto for your convenience. \ Attachments Y/ tB. Malouf rman, Lubbock Board City Development aW[dWd 2005 Broadway PO Box 5948 Lubbock, Texas 79417 806 / 744-0743