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MDD Resolution No. 473 RESOLUTION NO. 473 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE GENERAL MANAGER TO EXECUTE AND THE ASSISTANT SECRETARY TO ATTEST TO AN ECONOMIC DEVELOPMENT CONTRACT WITH THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION FOR ECONOMIC DEVELOPMENT SERVICES; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($350,000.00); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT: Section 1: That the Board of Directors of the Baytown Municipal Development District hereby finds that the expenditures authorized herein are for improvements, which satisfy the purposes for which the funds can be expended pursuant to Chapter 377 of the Texas Local Government Code and/or Section 3888.102 of the Special District Local Laws Code. All required findings pursuant thereto are hereby declared to have been made and adopted as findings of the Board of Directors. Section 2: That the Board of Directors of the Baytown Municipal Development District hereby authorizes the General Manager to execute and the Assistant Secretary to attest to an Economic Development Contract between the Baytown Area/West Chambers County Economic Development Foundation and the Baytown Municipal Development District for economic development services. A copy of the agreement is attached hereto as Exhibit "A," and made a part hereof for all intents and purposes. Section 3: That the Board of Directors of the Baytown Municipal Development District hereby authorizes the payment of an amount not to exceed THREE HUNDRED FIFTY THOUSAND AND NO:100 DOLLARS ($350,000.00) to the Baytown Area/West Chambers County Economic Development Foundation in accordance with the agreement referenced in Section 2 hereof. Section 4: This resolution shall take effect immediately from and after its passage by the Board of Directors of the Baytown Municipal Development District. INTRODUCED, READ and PASSED by the affirmative vote of the Board of Directors of the Baytown Municipal Development District,this the 11T"d 1,20 4. B DO CAPETILLO, President EST: ANGELUACTF$VON,A nt APPROVED S TO FORM: JJIIIIInN` SCOTT L ..M ND, General Counsel RAKristin Holmts.Ordinances\2024\Resolution-EDF Basic Services Agreement.West Chambers County.kh.doc EXHIBIT "A" ECONOMIC DEVELOPMENT CONTRACT STATE OF TEXAS § COUNTY OF HARRIS § This Economic Development Contract(the"Contract")is effective as of the Is'day of October,2023, by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT,a political subdivision of the State of Texas,and the City of Baytown,hereinafter called"District,"and THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION, hereinafter called "Foundation." WITNESSETH: WHEREAS,the District desires to investigate and undertake ways and means of promoting prosperous development ofbusiness,industry and commerce within Baytown,and further desires to promote the location and development of new businesses and industries in Baytown as well as the maintenance and expansion of existing businesses;and WHEREAS, the Foundation was formed for the purposes, among others, of promoting and encouraging,or causing to be promoted and encouraged,the formation of new businesses and the expansion of existing businesses,the relocation of existing businesses,and the general diversification of the economy of and in Baytown and West Chambers County;and WHEREAS,the District desires to contract with the Foundation to provide,or cause to be provided, economic development services herein described in the Baytown area;and WHEREAS,the Foundation is willing,in exchange for the consideration herein provided,to provide, or cause to be provided, the economic development services desired by the District which are intended to expand the tax base and the employment base of Baytown and the surrounding area;and WHEREAS,the formation of new businesses and the expansion of existing businesses in Baytown would benefit the District by the resultant expansion of both the tax base of the District and the employment base;and WHEREAS,the District and the Foundation agree that in order to foster and promote competition,to assure the integrity of the competitive process,and to protect proprietary or innovative business strategies and concepts,information and data developed,generated,or received by the Foundation should remain privileged and confidential except as herein provided; NOW THEREFORE,for and in consideration of the premises and mutual covenants herein contained, it is agreed as follows: Section 1. Representations and Warranties of Foundation. Foundation hereby represents and warrants as follows: a. The Foundation is engaged in an ongoing effort to attract new businesses to the Baytown/West Chambers County area and to encourage the retention and expansion of existing businesses in the Baytown/West Chambers County area. Economic Development Contract,Page 1 b. The Foundation covenants that it shall actively work to productively coordinate its activities with City of Baytown staff and area economic development organizations in an effort to optimize services. C. The Foundation represents and warrants that it is a non-profit economic development organization,the principal purpose of which is the promotion of economic development in the Baytown/West Chambers County area and certain unincorporated areas of Harris County. Section 2. Services to be Provided. The Foundation shall provide the following economic development services;provided such services comply with the Texas Local Government Code and other applicable laws and are designed (i) to promote or develop new or expanded business enterprises that create or retain primary jobs and/or required or suitable for entertainment and/or tourist purposes or (ii) to promote new or expanded business development in the District consistent with Section 3888.102 of the Texas Special Districts Code: a. CCi-wide Redevelopment Assistance. The Foundation shall provide assistance and guidance in developing programs designed to assist and promote the efforts of local businesses and entrepreneurs to form new business ventures or to expand existing business ventures. The Foundation, through its subsidiary non-profit organization Cedar Trinity Corporation,will also provide assistance and guidance in the City's acquisition and disposition of land and related assets in targeted areas. b. Marketing and Recruitment Activities. The Foundation shall provide assistance and guidance in organizing and conducting coordinated marketing programs to positively influence the attitudes of local,national,and international business decision makers by drawing attention to the Baytown area's strengths and potential. The marketing program shall target groups and senior executives most likely to result in business relocations and expansions in the Baytown area. Additionally, the Foundation shall provide assistance and guidance in developing programs designed to encourage the dissemination,on a national and international level,of accurate and detailed information on business and economic development opportunities in the Baytown area. Work items include: 1. Collaborating in formulating a strategy designed to effectively reach targeted companies to educate them about the potential of locating in Baytown; 2. Assisting in the development and deployment of an incentive framework that attracts and assists targeted companies locating in specific areas of the city and its extraterritorial jurisdiction(ETJ); 3. Collaborating in preparing and disseminating "Elevate Baytown" messaging and material that appropriately conveys the facts regarding the potential in the Baytown area; 4. Traveling to meet with decision makers to discuss Baytown;and 5. Assisting in implementing elements of the City of Baytown Economic Development Strategic Plan(BEDSP)and Downtown Strategic Plan. C. Incubator without Walls ("IWOW"). The Foundation will provide assistance to start-up, minority-owned, women-owned, and disadvantaged business enterprises through the coordination and application of existing programs from multiple sources. The IWOW will be interoperable with City of Baytown business development programming. Economic Develop entn� Contract,Page 2 d. Public Policy. The Foundation shall develop and provide advice on public policy and programs for action by the State of Texas,Harris County,the City of Baytown,Chambers County, and other agencies that would facilitate and encourage economic growth. The Foundation may develop advice on policy and budgetary priorities,tax abatement,desirable regulatory changes,and incentives likely to result in business relocations and expansions in the Baytown area. e. Cooperation with Other Entities. The Foundation shall agree to participate in joint projects of mutual benefit with or supply appropriate information requested by other economic development organizations. f. Data Analytics and Clearinghouse. The Foundation shall function as a clearinghouse for up- to-date statistical, economic, government, educational, labor/workforce information. This work item shall include funding for upgrades in technical capabilities. g. Work Force Development and Talent Attraction. Post-COVID-19, the combination of an aging workforce, decreasing working-age population, workplace hybridization, and an increase in local and national demand for skilled employees serves to set a high priority on this work item. The urgency of identifying, developing, and sustaining an appropriate workforce and labor shed is heightened and shared by the City of Baytown, area school districts, Lee College, Harris, and Chambers Counties,and area businesses and industries. Because of this, the Foundation is facilitating workforce preparedness partnerships, the Economic Development Human Resource Network(EDHRN)comprised of members from all stakeholders mentioned above. h. New Market Tax Credits. EB-5, and Qualified Opportunity Zone Program Research,, Development, and Implementation. The Foundation shall conduct ongoing analyses of the benefits,processes,and requirements of these programs. This will be done with a focus on encouraging targeted redevelopment and new development in qualified Census sections of Baytown and certain areas in the ET7. i. Trade Shows. The Foundation shall participate in trade shows promoting one or more of the following target industries: 1. Advanced Manufacturing, 2. Corporate Headquarters Regional Offices, 3. Petrochemicals/Energy,and 4. Transportation and Logistics. j• k. Phase III Research.Continuing and building upon previous studies,the Foundation will engage the services of consultants and/or acquire appropriate analytics platforms to further define the assets and deficiencies of the area in terms of attracting new residential, commercial, retail, and workforce development,with special focus on analyses supportive of Project Vector and Bayland Island PhaselI..The goal of this research is to provide the database, tools, and real-time capacity necessary to effectuate desired development. 1. Economic Development Symposia. The Foundation will co-sponsor and/or participate in symposia to highlight related challenges and opportunities vis-i-vis supply chain, logistics, transportation, public safety, infrastructure, workforce planning, and economic development. Economic DevelopmgM Contras,Page 3 M. Marketing Program Implementation. In as much as the marketing program will include elements that will be utilized in the attraction of both primary and service sector jobs,funding of this program will be allocated in such a manner as to ensure the District's funds are used only in the preparation of basic material and attraction of primary jobs. Funding for non-District eligible activities will be funded with other Foundation monies.Work tasks shall include: ■ formulation of a strategy targeting companies that most clearly align with the BEDSP,local socioeconomic profile,and regional assets; ■ developing incentive plans and evergreen collateral materials; ■ traveling to meet decision makers and site selection consultants;and ■ redesign of the Foundation's website to align with the Elevate Baytown Strategy. In this section,the term"primary job" means a job that is: a. available at a company for which a majority of the products or services of that company are ultimately exported to regional, statewide, national,or international markets infusing new dollars into the local economy;and b. included in one of the following sectors ofthe North American Industry Classification System (NAICS): NAICS Sector# Description III Crop Production 112 Animal Production 113 Forestry and LolWng 11411 Commercial Fishinit 115 Support Activities for Agriculture and Forestry 2 l 1-213 Minn 221 Utilities 311-339 Manufacturing 42 Wholesale Trade 48-49 Transportation and Warehousigg 51 (excluding 512131 and Information(excluding movie theaters and drive-in theaters) 512132 Securities,Commodity Contracts,and other Financial Investments and 523-525 Related Activities;Insurance Carriers and Related Activities;Funds, Trusts,and Other Financial Vehicles 5413,5415,5416, Scientific Research and Development Services 5417 and 5419 551 Management of Companies and Enterprises 922140 Correctional Institutions Section 3. Foundation Reports. The Foundation shall prepare and present to the District, as soon as practicable after the end of the Foundation's fiscal year, a written and verbal report describing in detail the services performed by the Foundation pursuant to this contract during the preceding fiscal year. The report must include sufficient detail to show the funds were expended properly in compliance with this contract and Texas law and must include at a minimum: Economic Development Contract.Page 4 Key Performance Indicators/Outputs Investment Attraction;The amount of investment attracted to Baytown/Baytown ETJ Number of New Business: The number of new businesses initiated or expanded with the assistance of the Foundation in Baytown and Baytown ETJ Symposium Attendance:Track attendance and feedback from economic development symposia sponsored or co-sponsored by the Foundation. Outcome Measures: • Collaborative Projects:Track the number and success of joint projects within Baytown and Baytown ETJ(partnerships with COB,Chambers County,Improvement Districts etc.) • Increase in Tax Base: Measure the growth in tax revenues generated from expanded business opportunities. • Regional Competitiveness:Assess the region's competitiveness compared to other similar regions. • Job Quality: Evaluate the quality of jobs created or retained related to actual wages, benefits, compliance with City objectives and policies,and other related metrics. • Business Perception: Gauge how Baytown/Baytown ETJ is perceived by the private sector as a favorable place for investment and expansion Section 4. Fees. For and in consideration of the services to be performed by the Foundation and compliance with the terms of this contract and subject to the other provisions of this section, the District agrees to pay to the Foundation an amount not to exceed THREE HUNDRED FIFTY THOUSAND AND N0/100 DOLLARS ($350,000.00)based upon the following: Sedion 2, Date of Service Due Date Aillotilit Slibsectioli October 1,2023-December 31,2023 December 31,2023 $62 500 a h January 1,2024-March 31,2024 February 31,2024 $62 500 (lump sum paym-u) April 1,2024-June 30,2024 April 30,2024 $62 500 July 1,2024-September 30,2024 July 31,2024 $62 500 i Trade Shows--Attend and booth space $5 000 30 days after receipt of 0 k Economic Development Strategic Plan service or receipt of invoice, $5,00 I Phase III Research whichever is later $75 000 m Economic Development Symposia $5 000 Economic Development Contract,Page 5 n I Marketing Program Implementation $ 10 000 Section 5. Allocated Funds. Payments by the District to the Foundation are subject to funds being appropriated by the District for the purpose of purchasing the services provided in this contract. Section 6. Term. This contract shall be effective for the period from October 1,2023,to September 30, 2024. It is specifically agreed that the Foundation shall not be obligated to perform any services under or pursuant to this contract and the District shall not be obligated to make any payments for services performed after the expiration of that period. Section 7. Termination for Cause. A party may terminate its performance under this contract only upon default by the other party. Default by a party shall occur if the party fails to perform or observe any of the terms and conditions of this contract required to be performed or observed by that party. Should such a default occur, the party against whom the default has occurred shall have the right to terminate all or part of its duties under this contract as of the 301'day following the receipt by the defaulting parry of a notice describing such default and intended termination,provided: (1) such termination shall be ineffective if within said 30-day period the defaulting party cures the default,or(2)such termination may be stayed,at the sole option of the party against whom the default has occurred,pending cure of the default. Section 8. Option to Renew. At the expiration of the initial term of this agreement, the Baytown West Chambers Economic Development Foundation shall have the option to renew this contract for an additional term of one(1)year under the same terms and conditions outlined herein,subject to the following conditions: The Baytown West Chambers Economic Development Foundation must provide written notice of its intent to renew this contract no later than 30 days prior to the expiration date of the initial term. The renewal shall be at the sole discretion of the Baytown Municipal Development District and is subject to the appropriation of funds. Any changes to the terms and conditions of this agreement must be mutually agreed upon in writing by both parties prior to the renewal date. The renewal shall be subject to Baytown West Chambers Economic Development Foundation being in compliance with all terms and conditions of this agreement throughout the initial term. In the event that Baytown West Chambers Economic Development Foundation chooses to exercise its option to renew,the terms and conditions of this agreement shall remain in fall force and effect for the duration of the renewal term unless otherwise amended in writing by both parties. Section 8. Independent Contractor. Economic Develooment Contrast.Page 6 The relationship of the Foundation to the District shall be that of an independent contractor. The District shall have no authority to direct the day-today activities of any of the Foundation's personnel decisions, and shall have no other rights to internal working papers or other information or data than the District would have to any other independent contractor providing specific services(e.g.,museum services, weed cutting, legal services,auditors). Without in any way limiting the generality of the foregoing,it is specifically acknowledged and agreed that Foundation has bargained for the confidentiality of all internal information and data that it generates,other than that required to be submitted to the District pursuant to sections 3 and 13 of this contract,in order to foster and promote competition, to assure the integrity of the competitive process, and to protect proprietary or innovative business strategies and concepts. The Foundation acknowledges and understands that the District is subject to Texas Local Government Code Chapters 551 and 552,which may require disclosure of confidential information. Section 9. Parties in Interest. This contract shall bind and benefit the District and the Foundation and shall not bestow any rights upon any third parties. Section 10. Non-waiver. Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce,by an appropriate-remedy,strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 11. Applicable Laws. This contract is subject to and shall be construed in accordance with the laws of the State of Texas,the laws of the federal government of the United States of America and all rules and regulations of any regulatory body or officer having jurisdiction. This contract is performable in Harris County,Texas, Section 12. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or,if earlier,on the third day following deposit in a United States Postal Service post office or receptacle with proper postage affixed (certified mail, return receipt requested)addressed to the respective other party at the address described below or at such other address as the receiving party may have theretofore prescribed by notice to the sending party: FOUNDATION Baytown Area/West Chambers County Economic Development Foundation Attn:President/CEO 1300 Rollingbrook,Suite 505 Baytown,Texas 77521 Fax:(281)422-7682 Economic Development Contract.Page 7 DISTRICT Baytown Municipal Development District Attn: General Manager P.O.Box 424 Baytown,Texas 77522-0424 Fax:(281)420-6586 Section 13. Audits. The Foundation shall provide the District,within ninety(90)days of the close of the Foundation's fiscal year,its audited annual financial statements. Section 14. Ambiguities. In the event of any ambiguity in any of the terms of this contract,it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. Section 15. Entire Agreement. This Contract contains all the agreements of the parties relating to the subject matter hereof and is the full and final expression of the agreement between the parties. Section 16. Assignment or Transfer of Rights or Obligations. The Foundation shall not sell,assign,or transfer any of its rights or obligations under this contract in whole or in part without prior written consent of District,nor shall the Foundation assign any monies due or to become due to it hereunder without the previous consent of the District. Section 17. Severability. All parties agree that should any provision of this contract be determined to be invalid or unenforceable,such determination shall not affect any other term of this contract,which shall continue in full force and effect. [Remainder of page intentionally left blank] Economic Development Contract.Page 8 IN WITNESS WHEREOF,the parties have made and executed this-contract in multiple copies,each of which shall be an original, on this the day of December,2023. BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS DISTRICT COUNTY ECONOMIC DEVELOPMENT FOUNDAT N JASON REYNOLDS,General Manager igna ) (Printed Name) (Title) ATTEST: ATTEST: ANGELA JACKSON,Assistant Secretary ( ' ) (Printed Name) Res ea=a2 d Ito cpffler (Title) APPROVED AS TO FORM: SCOTT LEMOND,General Counsel APPROVED AS TO FUNDING AVAILABILITY: TERESA MCKENZIE,Director of Finance R Tnan MoraMStrategic Growth&InvestmendEDF Infonnation\EDF Annual Contract COB Draft 3.20.2024 BM 3 22.2024 HB.doc Economic Development Contract,Page 9 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2024-1136640 Baytown Area West Chambers County Economic Development Foundation Baytown,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form Is 03/20/2024 being filed. City of Baytown Date Acknowledged: 3 Provide the Identification number used by the governmental entity or state agency to track or Identify the contract,and provide a description of the services,goods,or other property to be provided under the contract MDD 03282024 Economic Development Services 4 Nature of Interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Simon,B.J. Baytown,TX United States X b Check only if there is NO Interested Party. 6 UNSWORN DECLARATION {� My name is .2. t/l/l and my date of birth is Z `� My address is D rol O Lam• S vC (stre t) (city) (state) (Ap code) (country) 1 declare under penalty of perjury that theforegoing is true and correct.Executed In County, State of ,on the 6 day of ,204. (month) (year) LACEE SCHUMAN W. lNotary Pubtlo,State of Tows - ti = Comm.l.7rpNae 10-1fl-2028 QOfr%%7,1% Notary ID 181718088 Sidpifth of authorized agent of contracting business entity (Dedarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.5WW27 Baytown Municipal Development District TEXAS GOVERNMENT CODE VERIFICATIONS (for Companies with 10 or more ful I-time employees entering into a contract with a value of S 100,00 or more) Baytown Area west Chambers Canty Economic Development Fotadation Pursuant to the Texas Government Code,1, B_ Simon the undersigned representative of (Company Name),do hereby verify the following for and on behalf of the above-referenced company(the"Company"): a the Company does not boycott Israel and will not boycott Israel during the term of the contract to be entered into with the Baytown Municipal Development District, b. the Company does not boycott energy companies and will not boycott energy companies during the term of the contract to be entered into with the Baytown Municipal Development District;and c the Company does not have a practice,policy,guidance,or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of the contract against a firearm entity or firearm trade association. In making this verification,1 understand that the following definitions apply: 1. "Boycott Israel" means refusing to deal with,terminating business activities with,or otherwise taking any action that is intended to penalize,inflict economic harts on,or limit commercial relations specifically with Israel,or with a person or entity doing business in Israel or in an Israeli-controlled territory,but does not include an action made for ordinary business purposes. 2. "Boycott energy company"means,without an ordinary business purpose,refusing to deal with,terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on,or limit commercial relations with a company because the company: a engages in the exploration, production,utilization,transportation, sale,or manufacturing of fossil fuel-based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law;or b does business with a company described by Paragraph(a). 3 "Discriminate against a firearm entity or firearm trade association"means,with respect to the entity or association,to: a refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association, b. refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association;or c terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; but does not include: a. the established policies of a merchant,retail seller,or platform that restrict or prohibit the listing or selling of ammunition, firearms,or firearm accessories;and b. a company's refusal to engage in the trade of an)goods or services,decision to refrain from continuing an existing business relationship,or decision to terminate an existing business relationship: (1) to comply with federal,state,or local law,policy,or regulations or a directive by a regulatory agency;or (2) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. EXECUTED this the 20111 day of Marc' .2024. -OW-Own Area west Chambers County Ecortam¢Development Foumdacon Compan a Sign u B J Smoo/President a CEO Printed Name/Title STATE OF TEXAS § COUNTY OF HARIUS § Before me, t.aceesc —n , the undersigned notary public, on this day personally appeared B J Simon ,the President ci o .(Title)of Baytown Area West chambers Canty Economic Development Foundation (Company Name),known to me to be the person whose name is subscribed to the foregoing instrument,who after by me being duly sworn, did swear and affirm that the above is true and correct. Given under my hand and seal of office this20th day of Mam" ,2024.4N,try ublic i for Lthe ' State of Texas R Trevor12270 forms,MDDGovemmentCodeVerifications dol:x �u N ��.��`` LACEE SCHUMAN lit Notary Public,State of Tits♦s '�••. i�r Comm.Expires 10-19.2m ��''ar°�►a�`��` Notary 10 t317{130$3