MDD Resolution No. 20-Agreement for EcoDevAdvrtsng-Marktng Srvcs RESOLUTION NO.20
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 AGREEMENT BETWEEN THE BAYTOWN/WEST
CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION AND
THE BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT FOR
ECONOMIC DEVELOPMENT ADVERTISING AND MARKETING
SERVICES;AUTHORIZING PAYMENT BY THE BAYTOWN MUNICIPAL
DEVELOPMENT DISTRICT,THE SUM OF ONE HUNDRED FIFTY
THOUSAND AND N0/100 DOLLARS($150,000.00);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 authorizes the General Manager to execute and the Assistant Secretary to attest to
an agreement between the Baytown/West Chambers County Economic Development Foundation
and the Baytown Municipal Development District for economic development advertising and
marketing services.A copy of the Agreement is attached hereto as Exhibit"A,"and made a part
hereof for all intents and purposes.
Section 2:That the Board of Directors of the Baytown Municipal Development
District hereby authorizes payment to the Baytown/West Chambers County Economic
Development Foundation,the sum of ONE HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS($150,000.00),pursuant to the contract.
Section 3: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 281h day of February,2002.
PETE C.ALFARO,President
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G W.SMITH,Assistant Secretary
APPROVED AS TO FORM:
ACIO RAMIREZ,,General Counsel
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Market i ngServices.doc
• ECONOMIC DEVELOPMENT ADVERTISING AND
MARKETING SERVICES CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS CONTRACT is made as of the day of February, 2002 by and between the
Baytown Municipal Development District,a municipal corporation,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 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 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 advertising and marketing 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 advertising and marketing services
desired by the District which are intended to expand the tax base and the employment base of
Baytown and the surrounding area; and
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:
•
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FMIBIT A
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 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 other area economic development organizations in an effort to reduce
duplication of 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 and West Chambers County area.
d) The Foundation represents and warrants that the services to be provided herein will
be provided in compliance with Texas Local Government Code Chapter 377
Municipal Development Districts.
Section 2. Services to be Provided.
The Foundation shall provide the following economic development services:
A. Marketing and Sales. The Foundation shall organize and conduct a coordinated
marketing and sales program to positively influence attitudes among local,national,
and international business decision makers by drawing attention to the Baytown
area's strengths and by overcoming negative attitudes. The marketing and sales
program should target groups and senior executives most likely to result in business
relocations and expansions in the Baytown area.
B. Advertising, Public Relations and Media Communications. The Foundation shall
develop programs designed to encourage the dissemination, on a national, and
international level,of accurate and detailed information on business opportunities in
the Baytown area.
Section 3. Foundation Reports.
The Foundation shall prepare and submit to the District after the end of each calendar quarter
during the term 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..
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Section 4. Fees:
For and in consideration of the marketing and advertising materials,services and programs to
be acquired,produced and conducted by the Foundation;.the District agrees to pay the Foundation up
-- to and not to exceed One Hundred and Fifty Thousand Dollars ($150,000.00) for expenditures
related to the implementation and execution of the advertising and marketing programs. The district
manager shall provide advice and consent regarding expenditures in as much as it does not
compromise Section 7 of this contract. Payment shall be due withing thirty(30) days of receipt of
invoice from the Foundation.
Section 5. Term.
This contract shall be effective for the period from February 1, 2002, to July 21, 2003. 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 6. Termination for Cause.
A party may terminate its performance under this contract only upon default by the other
. Default b a shall occur if the fails to perform or observe an of the terms and
party. Y party party P Y
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.
Section 7. 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.
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Section 8. 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 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 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 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:
FOUNDATION
Baytown Area/West Chambers County Economic Development Foundation
Attn: Executive Director
1300 Rollingbrook, Suite 610
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
•
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i
Section 12. Audits.
The Foundation shall provide to the District its audited annual financial statements as soon as
prepared after the Foundation's fiscal year.
Section 13. 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 14. 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 15. 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 16. 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.
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 February, 2002.
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
MONTE MERCER, General Manager
ATTEST:
GARY W. SMITH, Assistant Secretary
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ECONOMIC DEVELOPMENT SERVICES CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
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THIS CONTRACT is made as of the 47� dayof 2002 b and between the
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Bavtown Municipal Development District,a municipal corporation,hereinafter called"District,"
and the BAYTOWN AREAAVEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT
FOUNDATION, hereinafter called "Foundation."
WITNESSETH:
WHEREAS, 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 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;
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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 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 other area economic development organizations in an effort to reduce
duplication of 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 and West Chambers County area.
d) The Foundation represents and warrants that the services to be provided herein will
be provided in compliance with Texas Local Government Code Chapter 377
Municipal Development Districts.
Section 2. Services to be Provided.
The Foundation shall provide the following economic development services:
A. Business Assistance Programs. The Foundation shall develop programs designed to
assist and promote the efforts of local businesses and entrepreneurs to form new
business ventures or to expand existing business ventures.
B. Public Policy. The Foundation shall develop advice on public policy and programs
for action by the State of Texas, Harris County, the District of Baytown, 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.
C. 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.
Section 3. Foundation Reports.
The Foundation shall prepare and submit to the District after the end of each calendar quarter
during the term 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 TWENTY-FIVE THOUSAND AND N0/100 DOLLARS
($25,000.00). The sum shall be paid in semi-annual installments of$12,500.00 with the first payable
on execution of this contract and second payable on July 31, 2002.
Section 5. Term.
This contract shall be effective for the period from February 1,2002,to January 31,2003. 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 6. 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.
Section 7. 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
-3-
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 8. 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 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 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 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:
FOUNDATION
Baytown Area/West Chambers County Economic Development Foundation
Attn: Executive Director
1300 Rollingbrook, Suite 610
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s
Baytown, Texas 77521
Fax: (281) 422-7682
District
Baytown Municipal Development District
Attn: General Manager
P. 0. Box 424
Baytown, Texas 77522-0424
Fax: (281) 420-6586
Section 12. Audits.
The Foundation shall provide to the District its audited annual financial statements as soon as
prepared after the Foundation's fiscal year.
Section 13. 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 14. 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 15. 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 16. 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.
IN WITNESS WHEREOF, the parties have made and executed this contract in multiple
copies, each of which shall be an original, on this the #III day of aM 2002.
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BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT
MONTE MERCER, General Manager
ATT. T:
G" �" W. SMITH, Assistant Secretary
BAYTOWN AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT
FO— NDATION
(S i ature)
0 00 IZ A4 kl- ZIZA
(Printed Name)
(Title)
ATTEST:
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(Signature)
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