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KERB ECONOMIC DEVELOPMENT FOUNDATION CONTRACT
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 Government
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.
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 $5,000.00 for administration of
the Program during County's 2003-2004 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, 2004, 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 charges 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~h of the month following.
Term. The term of this contract is one year beginning on October 1, 2003, and
ending on September 30, 2004, 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.
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8. 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. KEDF 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. Applicable laws. KEDF agrees to comply with any and all applicable laws, local,
state, and federal, regarding 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 or 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 similar 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,
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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 construed 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 a 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 shall 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 program 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 are 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
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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
$y:~ ~ `"'
PAT TINLEY
Kerr County Judge
Date: ~~-/`~-~i~03
KEDF
gy. ~ lJ
Guy R verby
Executive Director, KEDF
Date: ~~ ~~~ ~L~
NOTICES
COUNTY: KEDF:
Pat Tinley Executive Director
Kerr County Courthouse Kerr Economic Development Foundation
700 Main Street 1700 Sidney Baker, Suite 200, # 4
Kerrville, Texas 78028 Kerrville, Texas 78028
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 November 11, , 2003, in Order No. 2 8 4 0 6 ,recorded and
x~~el i~tkti~3~xxxxxx~~xxx~zt~f the Minutes of the Commissioners' Court of
Kerr County, Texas.
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~gSI01VF ~ BY ~~ ~,,t_~i .;,_„~~ Deputy
~O~`~ '4c~' Jannett Pieper
~~G County Clerk
~' ~ Kerr County, Texas
s ~ P
~.~,. ~ `" ~'~ Date: November 18 , 2 0 0 3
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~. ~ ~.~ ,
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ORDER NO. ~7c^£3
KERR COUNTY ECONOMIC DEVELORMENT PROGRAM
On this the c':4th day of September 2@01, upon a motion made by
Commissioner Griffin, seconded by Commissioner Williams, the
Court unani~ously approved by a vote of 4-0-0, the Kerr County
Economic Development Program and authorized County Judge to
negotiate a contract with the Kerr Economic Development
Foundation for implementation of the Kerr County Economic
Development Program.
Exhibit A
KERR COUNTY ECONOMIC DEVELOPMENT PROGRAM
Pursuant to Section 381.004, Texas Local Government Code, the Kerr County
Commissioners Court adopts tbe following KERR COUNTY ECONOMIC
DEVELOPMENT PROGRAM.
1. PURPOSE: The purpose of the Kerr County Economic Development Program
shall be to stimulate, encourage, and develop appropriate business location and
commercia! activity in Kerr County. An appropriate business is one that w~7!
contnbute :positively to the long-term economic development of Kerr County
without adversely affecting the scazce natural resources of Kerr County and the
Hill Courrt~y.
2. ELEMEN"i S: To effectuate this Program, tbe Commissioners Court may take
such acts ar participate in such activities as it shall dcem appropriate including,
but without limitation, the following:
a Meet with appropriate businesses or commercial enterprises irrterested in
relocating to Kerr County or expanding existing operations in Kerr
County;
b. Provide statistical information helpful to appropriate businesses or
commercial operations interested in relocating to Ken County or
expanding existing operations in Kerr County;
a Cooperate with appropriate businesses or commercial operations
interested in relocating to Kerr County or expanding existing operations in
Kerr County in accessing loan, grant or trairring programs offered through
the State of Tezas or the United States of America; and
d. Participate with other govennment and non-profit entities in attracting
appropriate business or commercial enterprises to Kerr County.
3. METHODS; In accomplishing this Program, the Commissioners Court may:
a. Contract with another governmental entity or non-pmfrt corporation for
the administration of the Program;
b. Use Kerr County employees or funds for the Program; or
c. Accept contn'butions, gifts, or other resources to develop and administer to
Program.