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MDD Resolution No. 303RESOLUTION NO. 303 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 THE FIRST AMENDMENT TO THE ECONOMIC DEVELOPMENT SPECIAL SERVICES CONTRACT BETWEEN THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION AND THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT FOR ECONOMIC DEVELOPMENT SERVICES; 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 the First Amendment to the Economic Development Special Services 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 amendment 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 an additional TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) to the City of Baytown in accordance with the amendment referenced in Section 2 hereof. Section 4: This resolution shall take effect immediately from after its passage by the Board of Directors of the Baytown Municipal Development District. INTRODUCED, READ and PASSED by the affirmative vot the Board of Directors of the Baytown Municipal Development District, this the 2 n day of Febru , 20 7. ATT EST: IJILTIM BRYSCH, Assi t Secretary APPROVED AS TO FORM: H. *%KarenO RAMIREZ, SR., Gene al ounsel ty Council, Municipal Development District, tans�20I7\Felxuary\ResolutionApproveFirstAmrndmrnt2Agreemrnt4EconomicDevelopmrntSpecialServices2016-I7.doc Exhibit "A" FIRST AMENDMENT TO THE ECONOMIC DEVELOPMENT SPECIAL SERVICES CONTRACT STATE OF TEXAS COUNTY OF HARRIS THIS First Amendment ("First Amendment") to that certain "Economic Development Special Services Contract" (the "Agreement") effective October 1, 2016, by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of the State of Texas, hereinafter called "District," and THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION, hereinafter called "Foundation," is made by and between the same parties on the date hereinafter last specified. WITNESSETH: WHEREAS, the District desires to promote new or expanded business development within its boundaries; and WHEREAS, District and Foundation entered into the Agreement for special services; however, the District and the Foundation now desire to include land acquisition as part of such services to be performed by the Foundation; and WHEREAS, the District and the Foundation desire to amend the Agreement to fund these additional services; NOW THEREFORE, for and in consideration of the premises and mutual covenants herein contained, it is agreed as follows: Definitions. Unless a different meaning clearly appears from the context, words and phrases as used in this First Amendment shall have the same meanings as in the Agreement. 2. Amendments. a. Section 2 "Services to be provided" of the Agreement is hereby amended to read as follows: Section 2. Services to be provided. 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 or (ii) to promote new or expanded business development in the District consistent with Section 3888.102 of the Texas Special Districts Code: a. Trade Shows. The Foundation shall participate in trade shows promoting one or more of the following industries: 1. Manufacturing, 2. Retail/ Shopping Centers, 3. Plastics, and 4. Logistics / Distribution Centers. b. Hotel and Conference Center Market Study. Continuing and building upon previous studies by PKF Consulting USA,CBRE and Gatehouse Capital in First Amendment to the Economic Development Special Services Contract, Page 1 years 2015 and 2016, the EDF will engage the services of a consultant to facilitate the development of a new hotel and conference space at Bayland Island. The goal is to provide the staff with the appropriate guidance necessary to effectuate desired development. C. Strategic Economic Vitality Program. Ten years have passed since the adoption and implementation of the Economic Development Strategic Plan (EDSP). In 2010, an intermediate performance review was conducted by the EDF EDSP Review Committee which highlighted elements that had and had not been accomplished. Resultant recommendations have been addressed and completed in EDF work plans over time. Continuing and building upon previous analyses by Angelou Economics and the Committee, the EDF will engage the services of a consultant to prepare a comprehensive Strategic Economic Vitality Program that contains specific economic development goals, strategies and implementation foci for the next decade. d. Phase III Research. Continuing and building upon previous studies by `CDS Market Research,' the EDF will engage the services of a consultant to further define the assets and deficiencies of the area in terms of attracting new residential, commercial and retail development. The goal of the study is to provide the staff with the data base and tools necessary to effectuate desired development. e. Industrial Expansion Symposium. In light of ongoing expansion of the Baytown -West Chambers County Petrochemical Cluster, the EDF will co- sponsor symposia over the life cycle of the expansion to highlight related challenges and opportunities vis-a-vis public safety, infrastructure, workforce and economic development. f 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 manner as to insure the District's fluids 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 targeting companies that most clearly align with Baytown's socio/economic makeup; formulation of a strategy; collateral materials; developing incentive plans; traveling to meet decision makers and re- designing the Foundation's website. g. Land Acquisition. Working with a land acquisition consultant, the Foundation will identify and secure land and buildings that will be used for park purposes or to foster retail and/or commercial development in target areas of town. 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 of the North American Industry Classification System (NAICS): FZSZ ment to the Ecanotnic pEemc 5pacsal Services Contract, Page 2 b. NAICS Sector # Description 111 Crop Production 112 Animal Production 113 Forestry and Logging 11411 Commercial Fishing 115 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 512132 Information (excluding movie theaters and drive-in theaters) 523-525 Securities, Commodity Contracts, . and other Financial Investments and Related Activities; Insurance Carriers and Related Activities; Funds, Trusts, and Other Financial Vehicles 5413, 5415, 5416, 5417, and 5419 Scientific Research and Development Services 551 Management of Companies and Enterprises 922140 Correctional Institutions Section 4 "Fees" of the Agreement is hereby amended to read as follows: 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 its actual costs concerning the following on a reimbursement basis: Trade Shows — Attend and booths ace $ 10,000.00 Industrial Expansion Symposium $ 10,000.00 Marketing Program Implementation $ 10,000.00 Phase III Research $ 20,000.00 Hotel and Conference Center Development $ 10,000.00 Strategic Economic Vitality Program $ 40,000.00 Land Acquisition $ 250,000.00 - Total Amount Not to ExceedT^� $ 350.000.00 The District shall pay the undisputed invoiced amounts within thirty (30) days ofreceipt of an invoice therefor. Entire Agreement. The provisions of this First Amendment and the provisions of the Agreement should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement. the provisions of this First Amendment shall control. Nothing contained in this First Amendment shall be construed in any way to limit or to waive OWNER's sovereign immunity. First Amendment to the Economic Development Special Services Contract, Page 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same amendment, this day of 2017, the date of execution by the General Manager. BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION oe (S'afore) (Printed Name) (Title) ATTEST: 1 �(Sig�ature) Lout 'S6- ha�,+-r,an (Printed Name) (Title) BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT STEPHEN H. DONCARLOS, President ATTEST: LETICIA BRYSCH, Assistant Secretary APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., General Counsel •.1cob&01%kS0Yare&Fde9%City Coonci Muwdpal Development Dietrict Contmaeta•Comreaa 2017 FntAmeadmemtoECONOtUCDEVELOP' MN-rSPEC1AISEAVICESCONTRACT.doc First Amendment to the Economic Development Special Services. Contract, Page 4 FIRST AMENDMENT TO THE ECONOMIC DEVELOPMENT SPECIAL SERVICES CONTRACT STATE OF TEXAS § COUNTY OF HARRIS § THIS First Amendment ("First Amendment") to that certain "Economic Development Special Services Contract" (the "Agreement") effective October 1, 2016, by and between the BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT, a political subdivision of the State of Texas, hereinafter called "District," and THE BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION, hereinafter called "Foundation," is made by and between the same parties on the date hereinafter last specified. WITNESSETH: WHEREAS, the District desires to promote new or expanded business development within its boundaries; and WHEREAS, District and Foundation entered into the Agreement for special services; however, the District and the Foundation now desire to include land acquisition as part of such services to be performed by the Foundation; and WHEREAS, the District and the Foundation desire to amend the Agreement to fund these additional services; NOW THEREFORE, for and in consideration of the premises and mutual covenants herein contained, it is agreed as follows: 1. Definitions. Unless a different meaning clearly appears from the context, words and phrases as used in this First Amendment shall have the same meanings as in the Agreement. 2. Amendments. a. Section 2 "Services to be provided" of the Agreement is hereby amended to read as follows: Section 2. Services to be provided. 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 or (ii) to promote new or expanded business development in the District consistent with Section 3888.102 of the Texas Special Districts Code: a. Trade Shows. The Foundation shall participate in trade shows promoting one or more of the following industries: 1. Manufacturing, 2. Retail/ Shopping Centers, 3. Plastics, and 4. Logistics / Distribution Centers. b. Hotel and Conference Center Market Study. Continuing and building upon previous studies by PKF Consulting USA,CBRE and Gatehouse Capital in First Amendment to the Economic Development Special Services Contract, Page 1 years 2015 and 2016, the EDF will engage the services of a consultant to facilitate the development of a new hotel and conference space at Bayland Island. The goal is to provide the staff with the appropriate guidance necessary to effectuate desired development. C. Strategic Economic Vitality Program. Ten years have passed since the adoption and implementation of the Economic Development Strategic Plan (EDSP). In 2010, an intermediate performance review was conducted by the EDF EDSP Review Committee which highlighted elements that had and had not been accomplished. Resultant recommendations have been addressed and completed in EDF work plans over time. Continuing and building upon previous analyses by Angelou Economics and the Committee, the EDF will engage the services of a consultant to prepare a comprehensive Strategic Economic Vitality Program that contains specific economic development goals, strategies and implementation foci for the next decade. d. Phase III Research. Continuing and building upon previous studies by `CDS Market Research,' the EDF will engage the services of a consultant to further define the assets and deficiencies of the area in terms of attracting new residential, commercial and retail development. The goal of the study is to provide the staff with the data base and tools necessary to effectuate desired development. e. Industrial Expansion Symposium. In light of ongoing expansion of the Baytown -West Chambers County Petrochemical Cluster, the EDF will co- sponsor symposia over the life cycle of the expansion to highlight related challenges and opportunities vis -h -vis public safety, infrastructure, workforce and economic development. f. Marketing Prog[am 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 manner as to insure 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 targeting companies that most clearly align with Baytown's socio/economic makeup; formulation of a strategy; collateral materials; developing incentive plans; traveling to meet decision makers and re- designing the Foundation's website. g. Land Acquisition. Working with a land acquisition consultant, the Foundation will identify and secure land and buildings that will be used for park purposes or to foster retail and/or commercial development in target areas of town. In this section, the term "primaryjob" 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 of the North American Industry Classification System (NAICS): First Amendment to the Economic Development Special Services Contract, Page 2 NAICS Sector # Description 111 Crop Production 112 Animal Production 113 Forestry and Logging 11411 Commercial Fishing 115 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 512132) Information (excluding movie theaters and drive-in theaters) 523-525 Securities, Commodity Contracts, , and other Financial Investments and Related Activities; Insurance Carriers and Related Activities; Funds, Trusts, and Other Financial Vehicles 5413, 5415, 5416, 5417, and 5419 Scientific Research and Development Services 551 Management of Companies and Enterprises 922140 Correctional Institutions b. Section 4 "Fees" of the Agreement is hereby amended to read as follows: 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 its actual costs concerning the following on a reimbursement basis: 1)escriptioll Trade Shows — Attend and booths ace Amount $ Not to Exceed 10,000.00 Industrial Expansion Symposium $ 10,000.00 Marketing Program Implementation $ 10,000.00 Phase IH Research $ 20,000.00 Hotel and Conference Center Development $ 10,000.00 Strategic Economic Vitality Program $ 40,000.00 Land Acquisition $ 250,000.00 Total Amount Not to Exceed $ 350,000.00 The District shall pay the undisputed invoiced amounts within thirty (30) days of receipt of an invoice therefor. 3. Entire Agreement. The provisions of this First Amendment and the provisions of the Agreement should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall control. Nothing contained in this First Amendment shall be construed in any way to limit or to waive OWNER'S sovereign immunity. First Amendment to the Economic Development Special Services Contract Page 3 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment in multiple copies, each of which s4ll be deemed to --bp ap original, but all of which shall constitute but one and the same amendment, this M day of i A 2017, the date of execution by the General Manager. �% BAYTOWN AREA/WEST CHAMBERS BAYTOWN MTI�QICIPAL COUNTY ECONOMIC DEVELOPMENT FOUNDATION -(S ature) (Printed Name) ��Gt.�l✓� .�it�L�l� (Title) ATTEST: mnmwl I•� i DISTRICT ATT/FST: LETICIA BRYSCH, As tart Secretary APPROVED AST •' • RAMIREZ,'Get�lCounsel \Y bfsO1VesdTV =\Film\Cay ComcU\TMYNclp3 p JoMml Dislria\Covvnns\Contrags 20171m"nmdmmpoECONOMICDEVEIAPI IIMPECIALSERWMCONTRACT&o First Amendment to the Economic Development Special Services Contract Page 4