KER~2 ECONOMIC DEVELOPMENT FOUNDATION CONTRACT o _ .. STATE OF TEXAS § COUNTY OF KERR § WHEREAS, Kerr County, Texas, (hereinafter referred to as "County"); a political subdivision of the State of Texas, has determined that the expenditures of County funds proposed herein serve public purposes and has further determined that the State of Texas, by its Constitution or by its state statutes, either explicitly or implicitly, has conferred upon County the authority, the power, and the jurisdiction to accomplish the uses for said funds as proposed below. Having found the above elements fully satisfied, County has determined that it may contract with Kerr Economic Development Foundation, a Texas nonprofit foundation, hereinafter referred to as "KEDF," so that KEDF may use said public funds for the purposes contemplated herein, but only if the expenditure is to accomplish "county business" (which encompasses matters of general concern to County residents) and only if County assures itself that the funds to be transferred by this contract are subject to adequate contractual or other controls to ensure that expenditure of said County funds for the public purposes stated herein will be accomplished and so long as County receives adequate consideration for the County funds to be provided by this contract; and, WHEREAS, on or about September 24, 2001, County adopted its Kerr County Economic Development Program (hereinafter referred to as "Program"), a true and correct copy of which is attached hereto as "Exhibit A" and made a part hereof for all purposes; and WHEREAS, County has the authority, under §381.004, Texas Local Govemment Code, to stimulate business and commercial activity in County by developing and administering a program to promote local economic development and to stimulate, encourage, and develop business location and commercial activity within County; and, WHEREAS, County has the authority, under §381.004, Texas Local Government Code, to contract with a nonprofit organization or foundation for the administration of the Program; and, WHEREAS, KEDF, as a nonprofit corporation has agreed to administer the Program upon and subject to the terms, provisions, conditions and limitations herein set forth. Page 1 of 5 IT IS THEREFORE AGREED THAT: Consideration. In consideration for the services described below to County and to the residents of County, County shall pay KEDF $15,000.00 for administration of the Program during County's 2004-2005 fiscal year, subject to the availability and appropriation by the County of revenues for economic development. Such amount shall be disbursed by County to KEDF on or after January 1, 2005, upon written request from KEDF. 2. Services. KEDF shall administer Program for the County as part of the 2003 KEDF Business Development Plan (hereinafter referred to as "Business Plan"), as amended from time to time and shall comply with the Business Plan and all applicable laws. KEDF agrees to exercise its best efforts to carry out and complete Program as part of Business Plan. 3. IRS classification. KEDF's Internal Revenue Service, nonprofit classification is 501(c)(6) and its IRS EIN is 74-1739077. 4. Reports. KEDF shall produce a detailed monthly statement as to receipts, expenses, and chazges for or with respect to Business Plan and the then current Marketing Plan and Budget and provide a copy of same to County Judge and County Auditor by the 10~' of the month following. 5. Term. The term of this contract is one yeaz beginning on October 1, 2004, and ending on September 30, 2005, unless earlier terminated by either party on thirty (30) days written notice. This contract is effective upon approval by Order of the Kerr County Commissioners' Court. 6. Use of funds. No moneys paid to KEDF shall be expended for any purpose other than for providing the aforementioned services to County and citizens of County; specifically, no such moneys may be expended by KEDF for the provision of salaries to any person. 7. Books and records. KEDF shall maintain books and records reflecting all receipts, costs, charges, and expenses. All books and records of KEDF shall be open for inspection during normal business hours to any member of the public, the Kerr County Auditor, and such persons as may be given that authority, in writing, by the Kerr County Commissioners' Court, provided, however, that this clause shall in no way be construed to override the provisions of the Federal Privacy Act or other state of federal law or regulation concerning the disclosure of confidential or privacy matters. Page 2 of 5 Non-exclusion. This contract is not exclusive and County reserves the right to contract with additional parties for the provision of the aforementioned services to residents of County. 9. Non-discrimination. KEDF agrees to operate under a policy of non- discrimination with regard to the provision of said services. Such policy shall prohibit discrimination by KEDF's employees or principals on the basis of race, sex, age, religion, color, handicap, disability, national origin, language, political affiliation, political belief, or other non-merit factor. Any act of discrimination shall constitute a material breach of this contract. 10. Sexual harassment prohibited. KEI)F agrees to adopt and maintain a policy that prohibits sexual harassment. Any act of sexual harassment by KEDF's employees or principals constitutes a material breach of this contract. 11. AQplicable laws. KEDF agrees to comply with any and all applicable laws, local, state, and federal, regazding work hours, safety, wages, social security benefits, discrimination, and/or workers compensation. This clause places a duty to meet . the requirements of such laws only if the law itself places such a duty on KEDF. Any act in violation of any of those laws yr ordinances shall constitute a material breach of this contract. 12. Default. a. In the event either party shall fail to keep, observe, or perform any covenant, agreement, term, or provision of this contract to be kept, observed, or performed by such party, respectively, and such default shall continue for a period often (10) days after notice thereof by the non- defaulting party to the other, the non-defaulting party shall be entitled to terminate this contract. b. No delay on the part of either party in exercising any right, power, or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege constitute such a waiver nor exhaust the same, which shall be continuing. No notice to or demand on either party in any case shall entitle such party to any other or further notice or demand in similaz or other circumstances, or constitute a waiver of the rights of either party to any other or further action in any circumstances without notice or demand. 13. Successors and assigns. This contract shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, Page 3 of 5 successors, and assigns, provided that KEDF may not assign this contract without County's prior written consent. _ . 14. Governing law. This contract shall be governed by and ctinstzuesi and interpreted in accordance with the laws of the State of Texas and shall be enforceable in, and venue shall be in, Kerr County, Texas. - < 15. Notices. Any notice or communication hereunder must be in writing, and may be given by registered or certified mail; if given by registered or certified mail, same shall be deemed to have been given and received when ~ registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail; and if given otherwise than by registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed. Such notices or communications sfiall be given to the parties hereto at the addresses set forth below. Any party hereto may at any time by giving ten (10) days written notice to the other party hereto designate any ` other address in substitution of the foregoing address to which such notice or communication shall be given. 16. Severability. If any term, covenant, or condition of this contract or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this contract or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term, covenant, or condition of this contract shall be valid and shall be enforced to the fullest extent permitted by law. 17. Relationship. The parties hereby agree that this is a contract for the administration of the services described herein and hereby renounce the existence of any other relationship. In no event shall County have any obligation or liability whatsoever with respect to any debts, obligations, or liabilities of KEDF and KEDF shall have no authority to bind County to any contract, matter, or obligation. No duties of County aze delegated to KEDF by this contract and any provision which is or may be held to be such a delegation shall be of no force or effect. 18. Modification and termination. This contract may be amended, modified, terminated, or released only by written instrument executed by County and KEDF, except as herein otherwise provided. 19. Total agreement. This contract is a total and complete integration of any and all undertakings existing between the parties hereto and supersedes any prior oral or Page4of5 written agreements, promises, or representations between them. The headings of the various paragraphs ~of this contract are for convenience only, and shall not define, interpret, affect, or prescribe the meaning and interpretation of the provisions of this contract. _ KERB COUNTY By: PAT"TINLEY Ken County Judge Date: ~ ~i ~- ~~ KEDF ,~ GuyOverby ;,l Exe a ve Director, KEDF Date: ~ ~ ~ yl ~'~ ~ NOTICES COUNTY: Pat Tinley Kerr County Courthouse 700 Main Street Kerrville, Texas 78028 voice: (830) 792-2211 fax: (830) 792-2218 KEDF: Executive Director Kerr Economic Development Foundation 1700 Sidney Baker, Suite 200, # 4 Kerrville, Texas 78028 voice: (830) 896-1155 fax: (830) ~~~ ii~4 CLERK'S CERTIFICATION I, Jannett Pieper, County Clerk of Kerr County, Texas, certify that the above contract was accepted, approved and agreed to by the Commissioners' Court of Kerr County, Texas on l~l-x r ~ ~- , 2004, in Order No.,;1~ 1~/ ,recorded and filed in a ,the Minutes of the Commissioners' Court of Ken County, Texas. ~~gS\ONERS c O~ '~G9 ~ ~' ~~9~ ~ COUN7~ J ett Pieper County Clerk Kerr County, Texas ' / Date: ~~~ ~~' ~~ Page 5 of 5 .1 ~xhl b~~ ~ KERB COUNTY ECONOMIC DEVELOPMENT PROGRAM Pursuant to Section 381.004, Texas Local Crovenunent Code, the Kerr Courty Commissioners Court adopts the following KERB COUNTY ECONOIbIIC DEVELOPMENT PROGRAM 1. PURPOSE: The purpose of the Kerr County Economic Development Program shall be to stimulate, encourage, and develop appropriate business bcation and commerciat activity in Kerr County. An appropriate business is one that wrll contribute positively to the long-term economic development of Kerr County without adversely affecting the scarce natural resources of Kerr County and the Kill Country. 2. ELEMENTS: To effectuate this Program, the Commissioners Court may take such acts or participate in such activities as it shall deem appropriate including, but without limitation, the following: a. Meet with appropriate businesses or commercial enterprises iterested in relocating to Kerr County or expanding existing operations in Kerr County; b. Provide statistical information helpfW to appropriate buses or commercial operations interested in rebcating to Kerr County or expanding existing operations in Kerr County; c. Cooperate with appropriate businesses or commercial operations interested in rebcating to Kerr County or expanding existing operations in Kerr County in accessing loan, grant or training progrartu offered through the State of Texas or the United States of America; and d. Participate with other government and non-profit entities in attracting appropriate business or commercial enterprises to Ken: County. 3. METHODS: In accomplishing this Program, the Commissioners Court may: a. Contract with another governmental entity or non-profit corporation for the administration of the Program; b_ Use Kerr County employees or funds for the Program; or c. Accept contributions, gifts, or other resources to devebp and administer to Program.