MDD Resolution No. 339RESOLUTION NO. 339
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
MUNICIPAL DEVELOPMENT DISTRICT AUTHORIZING THE PRESIDENT TO
EXECUTE AND THE ASSISTANT SECRETARY TO ATTEST TO THE HOTEL
FRANCHISE FILING AGREEMENT WITH CEDAR TRINITY, CORPORATION;
AUTHORIZING PAYMENT OF AN AMOUNT NOT TO EXCEED EIGHTY-SEVEN
THOUSAND FOUR HUNDRED AND N0I100 DOLLARS ($87,400.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
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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 President to execute and the Assistant Secretary to attest to the Hotel Franchise
Filing Agreement with Cedar Trinity, Corporation. A copy of said agreement is attached hereto as
Exhibit "A," and incorporated herein for all intents and purposes.
Section 3: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the payment of an additional amount not to exceed EIGHTY-SEVEN THOUSAND
FOUR HUNDRED AND NO/100 DOLLARS ($87,400.00) to the City of Baytown in accordance with
the agreement referenced in Section 2 hereof.
Section 4: This resolution shall take effect immediately and after its passage by the
Board of Directors of the Baytown Municipal Development District.
INTRODUCED, READ and PASSED by the affirmative v to of the Board of Directors of the
Baytown Municipal Development District, this the 2"d day of Augotj 2018.
ATTE T:
L ICIA BRYSCH, Assi'94nt Secretaryt,,..
APPROVED AS TO FORM:
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tI ACIO RAMIREZ, SR., General unsel
R:%KarenTiles%City CounciMunicipal Development District\Resolutions\2018\August\Resolution - FranchiseFilingAgreementwithCedarTrinity. doc
Exhibit "A"
HOTEL FRANCHISE FILING AGREEMENT
STATE OF TEXAS
COUNTY OF HARRIS
THIS HOTEL FRANCHISE FILING AGREEMENT (the "Agreement") is made as of the
day of August, 2018, 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 CEDAR TRINITY, INCORPORATED, a Texas non-profit corporation, hereinafter
called "Cedar Trinity."
WITNESSETH:
WHEREAS, the District desires to promote and support a full-service, upscale civic center hotel
project to be located at Bayland Island (the "Development Project'); and
WHEREAS, Cedar Trinity desires to further the Development Project by becoming the owner of
the portion of the hotel portion of the Development Project; and
WHEREAS, the District desires to further the Development Project by incentivizing the same as
herein expressed;
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 Cedar Trinity.
Cedar Trinity hereby represents and warrants that it is a non-profit economic development
organization formed for the purposes, among others, of "assisting the City . . . in developing,
constructing, financing, owning, operating, and maintaining land, improvements and facilities to include
hotels [and] convention centers ... and promoting public good and general welfare of the City ... by
preserving, maintaining and increasing the economic benefits provided to the City ... and its residents
from the ownership and operation of the aforementioned projects.
Section 2. Services to be provided.
Cedar Trinity shall actively work to attain a franchise with an upper, upscale hotel franchisor for
the development of a civic center hotel on Bayland Island. In doing so, Cedar Trinity shall prepare and
submit an application and all related documents for such a hotel and its related facilities to a franchisor on
or before August 3, 2018. Thereafter, Cedar Trinity shall work diligently to further the Development
Project.
Section 3. Cedar Trinity Reports.
Cedar Trinity shall prepare and submit to the District after the end of each calendar quarter during
the term of this Agreement a verbal or brief written report describing the services performed by Cedar
Trinity pursuant to this Agreement during the previous quarter.
Hotel Franchise Filing Agreement, Page 1
Section 4. Fees.
For and in consideration of the services to be performed by Cedar Trinity and compliance with
the terms of this Agreement and subject to the other provisions of this section, the District agrees to pay
Cedar Trinity a total of EIGHTY-SEVEN THOUSAND FOUR HUNDRED AND NO/100 DOLLARS
($87,400.00). The District shall make payment within thirty (30) days of receipt of an invoice therefor.
Section 5. Term.
This Agreement shall be effective for the period commencing on the execution of this Agreement
by the General Manager until the services required of Cedar Trinity herein are complete to the satisfaction
of the District.
Section 6. Termination for Cause.
A party may terminate its performance under this Agreement 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 Agreement 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 this Agreement as
of the 30th 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 7. Independent Contractor.
The relationship of Cedar Trinity 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 Cedar Trinity'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).
Section 8. Parties in Interest.
This Agreement shall bind and benefit the District and Cedar Trinity and shall not bestow any
rights upon any third parties.
Section 9. 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 10. Applicable Laws.
This Agreement 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 Agreement is performable in Harris County,
Texas.
Hotel Franchise Filing Agreement, Page 2
Section 11. 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:
CEDAR TRINITY
Cedar Trinity, Corporation
Attn: President
1300 Rollingbrook, Suite 505
Baytown, Texas 77521
Fax: (281) 422-7682
DISTRICT
Baytown Municipal Development District
Attn: General Manager
P. O. Box 424
Baytown, Texas 77522-0424
Fax: (281) 420-6586
Section 12. Audits.
The District may, at any reasonable time, conduct or cause to be conducted an audit of Cedar
Trinity's records and financial transactions relating to the Development Project. Cedar Trinity shall make
available all of its records in support of the audit. Additionally, Cedar Trinity shall provide to the
District, within ninety (90) days of the close of Cedar Trinity's fiscal year, its audited annual financial
statements.
Section 13. Ambiguities.
In the event of any ambiguity in any of the terms of this Agreement, 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 14. Captions.
The captions of the sections and subsections, if any, of this Agreement are for convenience and
ease of reference only and do not define, limit, augment or describe the scope, content or intent of this
Agreement or of any part or parts of this Agreement.
Section 15. Entire Agreement.
This Agreement 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. Any oral representations or
modifications concerning this instrument are of no force or effect excepting a subsequent modification in
writing signed by all the parties hereto.
Section 16. Assignment or Transfer of Rights or Obligations.
Cedar Trinity shall not sell, assign, or transfer any of its rights or obligations under this
Agreement in whole or in part without prior written consent of District.
Hotel Franchise Filing Agreement, Page 3
Section 17. Severability.
All parties agree that should any provision of this Agreement be determined to be invalid or
unenforceable, such determination shall not affect any other term of this Agreement, which shall continue
in full force and effect.
Section 18. Authority.
The officers executing this Agreement on behalf of the parties hereby represent that such officers
have full authority to execute this Agreement and to bind the party he/she represents.
[Remainder of page intentionally left blank]
Hotel Franchise Filing Agreement, Page 4
IN WITNESS WHEREOF, the parties have made and executed this Agreement in multiple
copies, each of which shall be an original, on this the __ _ day of August, 2018.
BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT
RICHARD L. DAVIS, General Manager
ATTEST:
LETICIA BRYSCH, Assistant Secretary
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., General Counsel
APPROVED AS TO FUNDING AVAILABILITY:
WADE NICKERSON, Director of Finance
CEDAR TRINITY, CORPORATION
(Signature)
(Printed Name)
(Title)
ATTEST:
(Signature)
(Printed Name)
(Title)
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Hotel Franchise Filing Agreement, Page 5