MDD Resolution No. 504 (Item 2.c.) RESOLUTION NO. 504
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; AUTHORIZING PAYMENT IN AN AMOUNT NOT TO EXCEED
THREE HUNDRED FIFTY THOUSAND AND NO.1100 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 l: 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. 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 oteVhand of Directors of the
Baytown Municipal Development District, this the 131" day ov beCH LES President
1 �s
ANGE A jSO A r
APPROVE tsz DF
SCOTT L -MOND, General Counsel
R-Ordinances and ResolutionstiResolution Drafts.MDD 2025-1 1-13 Res-Econ D Agt-B-West Chambers Cnty EDF-SL.doc
Exhibit"A"
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS
This Economic Development Contract(the"Contract") is effective as of the I''day of October,2025,
by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of
the State of Texas, and the City of Baytown, ("District,") and THE BAYTOWN AREA/WEST
CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION. a Texas non-profit
corporation,( "Foundation").
WITNESSETH:
WHEREAS, the District desires to investigate and undertake ways and means of promoting
prosperous development of business, industry and commerce within Baytow n,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 busine,,ses 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 w ith the Foundation to prm,ide,or cattle to be provided,
economic development ser%ices herein described in the Baytmvn area: and
WI iFRI:AS,the Foundation is willing, in exchange for the consideration herein provided,to provide,
or cause to be pro%ided, the economic development services desired by the District which are intended to
expand the tax bawe 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 tat base of the District and the employ ment
base: and
W HE RFAS,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 THERE:FORE, for and in consideration of the premi wee and mutual cov enants 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
Baytowt�`West Chambers Count) area and to encourage the retention and expansion of
existing businesses in the Baytown'West Chambers Count} area.
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.
Economic Development Contract. Pace I
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 Vest Chambers County area and certain unincorporated areas of Harris County.
Section 2. Services to be Provided by Foundation.
The Foundation shall provide the following economic development services;provided such
services 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 ande'or tourist purposes or (ii) to
promote new or expanded business development in the District consistent with Section 3888 102 of
the Texas Special District Local Laws Code:
a. Citv-wide Redevelooment 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, related assets, and other projects in targeted areas.
b. Marketinu 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 oil business and economic
development opportunities in the Baytown area. Work items include:
I. 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 (ET1);
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 Economic Prosperity Roadmap. (EPR).
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.
d. Public Policv. 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 chan�ae�,and incentives likely to result in business relocations and expansions in
the Bay to..n area
Economic Development Contract. Page
e, Cooueration 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. Business Intelligence and Data Analvtics Clearinghouse. The Foundation shall function as a
provider of specialized research, business intelligence, and 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. 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(EDH RN)comprised of members from all stakeholders mentioned above.
h New Market Tax Credits, EB-5, and Oualified Opportunity Zone Proeram 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
Ba)town and certain areas in the ETJ.
i. Trade Shows. The Foundation shall participate in trade shows promoting one or more of tile
following target industries:
I. Advanced Manufacturing,
2. Corporate Headquarters+ Regional Offices
3. Petrochemicals/Energy, and
4. Transportation and Logistics.
5. Life Sciences
6. Retail and Mixed Used Livable Centers
j. Phase III Research. Continuing and building upon previous studies,the Foundation
will engage the services of consultants andlor acquire appropriate anal)tics
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. The goal of this research is
to provide the database,tools,and real-time capacity necessary to effectuate desired
development.
k. Marketing Program Implementation. In as much as the marketing program 4vill
include elements that "ill 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
ofprimary jobs. Funding for non-District eligible activities will be flu}ded with other
Foundation monies. Work tasks shall include:
• formulation of a strategy targeting companies that most clearly align with
the BEDSP and EPR, local socioreconomic profile, and regional assets;
■ developing incentive plans and evergreen collateral materials;
• traveling to meet decision makers and site selection consultants. and
Economic Develooment Contract, Page 3
■ design 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 econonty, and
b. included in one of the following sectors of the North American Industry Classification
System (NAICS):
NAICS Sector# Description
Ill Crop Production
112 Animal Production
113 Forestry and Logging
l 141 1 Commercial Fishing
I l5 Support Activities for Agriculture and Forestry
211-213 Mining
221 Utilities
311-339 Manufacturing
42 Wholesale Trade
48-49 Transportation and Warehousing
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.
Kev Performance Indicators.:01.1tnuts
Investment Attraction: The amount of investment attracted to Baytown'Barto«n ETJ.
Number of New Businesses:The number of new businesses initiated or expanded with the assistance of the
Foundation in Baytown and Baytown ETJ.
Outcome Measures:
• Collaborative Projects:Track the number and success ofjoint 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 and retained
business opportunities
Economic Development Contract. Page 4
• 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, etc.
• 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 the
Foundation an amount not to exceed THREE HUNDRED FIFTY THOI'SAND AND NOS 100 DOLLARS
($350,000.00) based upon the following:
October 1,2025 - December 31. 2025 December 31,2025 $61500
a -h January 1,2026- March 31, 2026 February 31,2026 $62,500
{lump sum
payment,) April I,2026-June 30,2026 April 30.2026 $62,500
July 1,2026- September 30,2026 July 31,2026 $62,500
Section 2.
Subsection Descripfion orservice Due Date Amount Not to
Fxcccd
Trade Shows Attend and booth space $10,000
0
k Economic Development Strategic Plan. Economic 30 days after receipt of
Prosperity Roadmap service or receipt of invoice, $5,000
Phase II[ Research whichever is later $75,000
n Marketing Pro.ram 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, 2025. to September 30, 2026. 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. The continuation of this Contract beyond the current fiscal year of the District is
subject to and contingent upon sufficient funds being appropriated, budgeted,and otherwise made available
by the District. The district may terminate this Contract, and Foundation waives any and all claims(s) for
damages, effective immediately upon receipt of written notice if for any reason the District's funding is not
appropriated or is withdrawn, limited, or impaired.
Economic Development Contract, Page 5
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 th is contract as of
the 3011, day following the receipt by the defaulting party 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 Parties have the option to mutually agree to
renew this contract for an additional term of three (3) years under the same terms and conditions outlined
herein.
Section 8. Independent Contractor.
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-to-day 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.
Section 9. Parties in Interest.
This contract shall bind and benefit the District and the Foundation and shall not bestow any right
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 oar to exercise any right or remedy occurring as a result ofany tulu.c 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.
Economic Develooment Contract. Page 6
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
DISTRICT
Baytown Municipal Development District
Attn: General Manager
P. O. Box 424
Bayto%N n, Texas 77522-0424
Fax: (281)420-6586
Section 13. Audits.
The Foundation shall provide the District, w ithin 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 bet«een 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 %%ithout 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 frill
force and effect.
[Remainder of page intentionally left blank]
Economic Development Contract. Page 7
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 November, 2025.
BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS
DISTRICT COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
JASON REYNOLDS, General Manager (Signature
r
(Printed Name)
(Title)
ATTEST: ATTEST•
ANGELA JACKSON, Assistant Secretary (Si att re) �nf"-�-�
(Printed Name)
(Titl )
APPROVED AS TO FORM:
SCOTT LEMOND, General Counsel
APPROVED AS TO FUNDING AVAILABILITY-.
TERESA MCKENZIE,'Director of Finance
R Karen Hamer D-cuinem,F le%Ctt}ComeiI Muntctpa.De,6:01nent De,tnct'Contractb'-Contracu 2021.EDF AMILka4 Con[raLT COB 2021 -2022 Cornba`cd doc
Economic Development Contract. Pa.-e 8