MDD Resolution No. 405 RESOLUTION NO. 405
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 TWO HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($250,000.00); 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 TWO HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($250,000.00) 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 5°i dam}-ef-hl�t► ber, 20 0.
B NDON CAPETILLO, resident
ATT STKAI
. `1,�1t1tl111�1�
L TICIA BRYSCI- , ss t Secretarytj
APPROVED AS TO FORM:
'/1tittttisr►��
KAREN L. HORNER, General Counsel
R:IKaren Andmon\.RESOLUTEONS\MDDi2020.1 1.051Resolution-EDF Basic Services Agreement.doc
Exhibit "A"
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS
COUNTY OF HARRIS
THIS CONTRACT, which is made as of the day of October, 2020, by and between the
BAYTOWN INJUNICIPAL DEVELOPNIENT DISTRICT,apolitical 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:
WI IEREAS,the District desires to investigate and undertake ways and means of promoting prosperous
development of business,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 lonnation of new businesses and the expansion of
existing businesses,the relocation of existing businesses,and the general diversification of the economy of and
iil Baytown and `Vest 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%villing,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 agrcc 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 on-going 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.
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, Page 1
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 and West Chambers County area.
Section 2. Services to be Provided.
The Foundation shall provide the following economic development services; provided such
services are designed 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 to promote neiv or
expanded business development ill the District consistent with Section 3888.102 of tile Texas Special
Districts Code:
a. City-wide Redevelopment Assistance. Tile 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 staff will provide assistance and guidance in the City's acquisition of land in
targeted areas.
b. Marketina,and Recruitment Activities. The Foundation shall provide assistance and guidance
in organizing and conducting a coordinated marketing program 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 gl-OLlps and
senior executives most likely to result ill 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 opportunities Ill the Baytown area. Work items
include:
1. Formulating a strategy designed to effectively reach targeted companies to educate
them about the potential of locating in Baytown;
2. Developing and facilitating an incentive framework that attracts and assists targeted
companies locating in specific areas of the City and extraterritorial jurisdiction(ETJ);
3. Preparing and distributing the material that concisely conveys the facts regarding the
potential in Baytown;
4. Traveling to meet with decision makers to discuss Baytown. and
5. Implementing the Strategic Economic Vitality Program.
C. Incubator without Walls OWOW). The Foundation will provide assistance to start-up and
minority-owned businesses through the coordination and application of existing programs
front multiple sources. The IWOW will be interoperable with City of Baytown business
development programmill"
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, and other
agencies that would facilitate and encourage economic growth. The Foundation may develop
advice oil 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.
Economic Development Contract, Page 2
f. Data Analvtics and Clearinahouse. The FOUndation shall act as a clearingh011se for tip-10-date
statistical,economic,government,educational.labor/workforce information. This work item
shall include funding for upgrade in technical capabilities.
��. Work Force Development&Talent Attraction. Pre-COVID- 19,the combination of an aglllg
workforce,decreasing Nvorking-age population and an increase in local and national demand
for skilled employees served to set a high priority on this work item. Post-COVID-19, the
urgency of identifying,developing and sustaining an appropriate workforce is heightened and
shared by the City of Baytown, area school districts, Lee College, Han-is and Chambers
Counties and area business and industry. Because of this, the EDF is facilitating workforce
preparedness partnerships,the Economic Development Human Resource Network(EDHRN)
comprised of members from all stake holders mentioned above and coiltilluing its focus on
Early Childhood Education.
Il. New Market Tax Credits and Qualified Opportunity Zone Program Research. Development
and Implementation.The EDF shall conduct on-going analyses of the benefits,processes,and
requirements of these programs. This will be done with a focus oil encouraging targeted
redevelopment and new development in qualified sections of Baytown and certain areas in the
Baytown ETJ.
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 tile following sectors of the North American Industry Classification System
(NAILS):
NAICS Sector# Description
III Crop Production
112 Animal Production
113 Forestry and Logging
11411 Commercial Fishing
115 Support Activities for Agriculture and Forestry
2 l 1-213 Mining,
221 Utilities
31 1-339 Manufacturing
42 Wholesale Trade
48-49 Transportation and Warehousing
51 (excluding
51 2131 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; Hinds,
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
Economic Development Contract, Page 3
Section 3. Foundation Reports.
The Foundation shall prepare and submit to the District after the end of each calendar quarter during
the tenn of this contract a verbal or brief written report describing the services performed by the Foundation
pursuant to this contract during the previous quarter.
The Foundation shall prepare and submit to the District, as soon as practicable after the end of the
Foundation's fiscal year,a written report describing in detail the services performed by the Foundation pursuant
to this contract during the preceding fiscal year.
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 the total sum of TWO HUNDRED FIFTY TIJOUSAND AND NO.'100 DOLLARS
(S250,000.00). The sum shall be paid in installments according to the following schedule:
Description Due Date Amount
October 1, 2020-December 31, 2020 October 2020 S 62,500
January 1,2021 -March 31,2021 January 2021 S 62,500
April 1,2021 -JIInC 30,2021 April 2021 S 62,500
July 1,2021 -September 30,2021 July 2021 S 62,500
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, 2020, to September 30, 2021. 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 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.
Economic Development Contract, Page 4
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.ty. museum services,
weed cutting, legal services, auditors).
Without in any way limiting the generality of tile 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 14 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 rights
upon any third parties.
Section 10. Non-waiver.
Failure of either party hereto to insist oil 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 reyOUlatory
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: Executive Director
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
Economic Development Contract, Page 5
Section 13. Audits.
The Foundation shall provide to 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 hereofand is the
bill 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 ill
whole or in part without prior written consent of District,not-shall the Foundation assi`._►n any monies dLie 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 terill of this contract,which shall contilllle 111 dill
force and effect.
[Remainder of page intentionally left blank
Economic Development Contract, Page 6
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 October, 2020.
BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS
DISTRICT COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
RICHARD L. DAVIS, General Manager (Signature)
(Printed Name)
(Title)
ATTEST: ATTEST:
LETICIA BRYSCH, Assistant Secretary (Signature)
(Printed Name)
(Title)
APPROVED AS TO FORM:
KAREN L. HORNER, General Counsel
APPROVED AS TO FUNDING AVAILABILITY:
VICTOR BROWNLEES. Director of Finance
R:Karen Homer Docunients Files City Council`Municipal Development District`Contracts`Contracts 20201EDF Annual Contract COB 2020-2021 Final.doc
Economic Development Contract, Page 7