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MDD Resolution No. 103 RESOLUTION NO. 103 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 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. All required findings pursuant thereto are hereby declared to have been made and adopted as Endings 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: 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 vo of the Board of Directors of the Baytown Municipal Development District, this the 61h day of Decem er 2007. S EP DONCARLOS, President TT DY,Assistant Secretary APPROVED AS TO FORM: gM NACI�RAMIREZ, SR., �eral Counsel Rnkarcn�FilesvCity Council�MunicilmI Development District�Rvmilonnoss'?(X)7+Uceember+ResolutionApprovcAgrcement4EconomicDevelopmentScrvicci2(X)7.tloc I + a ECONOMIC DEVELOPMENT CONTRACT STATE OF TEXAS § COUNTY OF HARRIS § THIS CONTRACT, which is made as of the day of December, 2007, 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 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 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; 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. Economic Development Contract,Page I lrall6i ff A 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. 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: A. City-wide Redevelopment Assistance. 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. The Foundation also will provide additional staff assistance and program development to the new redevelopment organization created by the City of Baytown. B. Small Business Revolving Loan Programs. The Foundation will revise, subject to the District's approval,and implement a small business revolving loan program. Loans will be available only within the District's jurisdictional boundaries and will be based upon participation of conventional lenders. The resulting program shall be designed to fulfill small business needs. C. Marketing and Recruitment Activities. The Foundation shall organize and conduct a coordinated marketing and sales program to positively influence the attitudes of local, national and international business decision makers by drawing attention to the Baytown area's strengths and by overcoming negative attitudes. The marketing and sale program should target groups and senior executives most likely to result in business relocations and expansions in the Baytown area. Additionally, 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. In furtherance of this purpose,the Foundation shall review and analyze current trade show activities with a goal of selecting trade shows and other venues that provide the greatest return on investment. D. Local Environmental Strategy. The Foundation will develop, subject to the District's approval,a local environmental survey which will address the"Clean Air"regulations that require all local stakeholders to promulgate a strategy that maximizes the attraction of new primary employers while protecting and preserving the existing base. E. Intetmodal Transportation Strategy. The Foundation will develop,subject to the District's approval,an intermodal transportation strategy that provides for growth while protecting the citizens'quality of life. This program may include the development of enabling legislation for a quasi-governmental agency to address product movement by truck,rail and waterway. F. Workforce Mobility Plan. The Foundation will develop,subject to the District's approval,a workforce mobility plan, which will focus on moving the workforce from places of residence to work while attracting new jobs. The plan shall be developed to ensure that new or expanding companies have confidence in a plentiful,reliable workforce. Economic Development Contract,Page 2 G. Incubator without Walls. The Foundation will provide assistance to start-up and minority businesses through the coordination and application of existing programs from multiple sources. The program will be interoperable with the small business revolving loan program. H. Public Policy. The Foundation shall develop 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 on policy and budgetary priorities,tax abatement,desirable regulatory changes,and incentives likely to result in business relocations and expansions in the Baytown area. I. 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. J. Implement Economic Development Strategic Plan. The Foundation shall be responsible for developing a specific list of action items designed to attain the goals established in the Strategic Plan Economic Development along with a timeline and identification of responsible parties. The services provided for this item shall include costs of any additional consulting/special studies or special target marketing campaigns. K. Implement Downtown Master Plan. The Foundation shall be responsible for implementing the Downtown Master Plan to the extent that such redevelopment efforts are eligible for District funding. L. Statistical Data Clearing_Clearinghouse. The Foundation shall act as a clearinghouse for up- to-date statistical,economic,government,educational, labor/workforce information. This work item shall include funding for upgrade in technical capabilities. 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(NAILS): NAICS Sector# Description III 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 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 Economic Development Contract,Page 3 NAICS Sector# Description 5413,5415, Scientific Research and Development Services 5417,and 5419 419 551 Management of Companies and Enterprises 922140 Correctional Institutions 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 TWO HUNDRED THOUSAND AND NO/100 DOLLARS($200,000.00). The sum shall be paid in installments according to the following schedule: Description Due Date Amount Oct 1,2007-December 31,2007 December-07 $50,000 January 1,2008-March 31,2008 January-08 $50,000 April 1,2008-June 30,2008 April-08 S 50,000 July 1,2008-September 30,2008 July-08 $50,000 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, 2007, to September 30, 2008. 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 Economic Development Contract,Page 4 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 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 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 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 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. 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 Economic Development Contract,Page 5 DISTRICT Baytown Municipal Development District Attn: General Manager P. O. Box 424 Baytown,Texas 77522-0424 Fax: (281)420-6500 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 hereof and is the full 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 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 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 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 December, 2007. BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS DISTRICT COUNTY ECONOMIC DEVELOPMENT FOUNDATI N G GARRISON C. BRUMBACK,General Manager ►gnature) (Punted Name) (Title) Economic Development Contract,Page 6 ATTEST: ATTEST: LORRI COODY,Assistant Secretary (Signature) --Tram fim &&4w (Printed ame) �G�l'Lllf/115�7"G�NI�i /��55�5�?� (Title) APPROVED AS TO FORM: IGNACIO RAMIREZ,SR.,General Counsel i I i R:%KamnWilesTityCoundhMunicipal De%vlopmcm Disttiv%Comuacts 20071EconomicDevelopmentFoundationAnnualControaMDD2007.08.doc Economic Development Contract,Page 7 IL i 4 ECONOMIC DEVELOPMENT CONTRACT STATE OF TEXAS § COUNTY OF HARRIS § THIS CONTRACT, which is made as of the day of December, 2007, 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 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 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; 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. Economic Development Contract,Page 1 • 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. 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: A. City-wide Redevelopment Assistance. 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. The Foundation also will provide additional staff assistance and program development to the new redevelopment organization created by the City of Baytown. B. Small Business Revolving Loan Programs. The Foundation will revise, subject to the District's approval,and implement a small business revolving loan program. Loans will be available only within the District's jurisdictional boundaries and will be based upon participation of conventional lenders. The resulting program shall be designed to fulfill small business needs. C. Marketin2 and Recruitment Activities. The Foundation shall organize and conduct a coordinated marketing and sales program to positively influence the attitudes of local, national and international business decision makers by drawing attention to the Baytown area's strengths and by overcoming negative attitudes. The marketing and sale program should target groups and senior executives most likely to result in business relocations and expansions in the Baytown area. Additionally, 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. In furtherance of this purpose,the Foundation shall review and analyze current trade show activities with a goal of selecting trade shows and other venues that provide the greatest return on investment. D. Local Environmental Stratey. The Foundation will develop, subject to the District's approval,a local environmental survey which will address the"Clean Air"regulations that require all local stakeholders to promulgate a strategy that maximizes the attraction of new primary employers while protecting and preserving the existing base. E. Intermodal Transportation Strategy. The Foundation will develop,subject to the District's approval,an intermodal transportation strategy that provides for growth while protecting the citizens'quality of life. This program may include the development of enabling legislation for a quasi-governmental agency to address product movement by truck,rail and waterway. F. Workforce Mobility Plan. The Foundation will develop,subject to the District's approval,a workforce mobility plan, which will focus on moving the workforce from places of residence to work while attracting new jobs. The plan shall be developed to ensure that new or expanding companies have confidence in a plentiful, reliable workforce. Economic Development Contract,Page 2 , G. Incubator without Walls. The Foundation will provide assistance to start-up and minority businesses through the coordination and application of existing programs from multiple sources. The program will be interoperable with the small business revolving loan program. H. Public Policy. The Foundation shall develop 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 on policy and budgetary priorities,tax abatement,desirable regulatory changes,and incentives likely to result in business relocations and expansions in the Baytown area. I. 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. J. Implement Economic Development Strategic Plan. The Foundation shall be responsible for developing a specific list of action items designed to attain the goals established in the Strategic Plan Economic Development along with a timeline and identification of responsible parties. The services provided for this item shall include costs of any additional consulting/special studies or special target marketing campaigns. K. Implement Downtown Master Plan. The Foundation shall be responsible for implementing the Downtown Master Plan to the extent that such redevelopment efforts are eligible for District funding. L. Statistical Data Clearing Clearinjahouse. The Foundation shall act as a clearinghouse for up- to-date statistical,economic, government,educational, labor/workforce information. This work item shall include funding for upgrade in technical capabilities. 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): NAICS Sector# Description I11 Crop Production 112 Animal Production 113 Forestry and Logging 11411 Commercial Fishing 115 Support Activities for A 'culture 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 Economic Development Contract,Page 3 v NAICS Sector# Description 54133 5415,5416, Scientific Research and Development Services 5417,and 5419 p 551 Management of Companies and Enterprises 922140 Correctional Institutions 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 TWO HUNDRED THOUSAND AND NO/100 DOLLARS($200,000.00). The sum shall be paid in installments according to the following schedule: Description Due Date Amount Oct 1,2007-December 31,2007 December-07 $50,000 January 1,2008-March 31,2008 January-08 $50 000 April 1,2008-June 30,2008 April-08 $50,000 July 1,2008-September 30,2008 July-08 $50 000 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, 2007, to September 30,2008. 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 Economic Development Contract,Page 4 d 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 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 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 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 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. 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 Economic Development Contract,Page 5 DISTRICT Baytown Municipal Development District Attn: General Manager P. O. Box 424 Baytown,Texas 77522-0424 Fax: (281)420-6500 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 hereof and is the full 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 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 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 full force and effect. IN WITNESS WHEREOF,the pa s have made and executed this contract in multiple copies,each of which shall be an original,on this the day of December,2007. BAYTO ICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS DISTRI COUNTY ECONOMIC DEVELOPMENT FOUNDATI N GARRISON C. MBACK,General Manager ignature) 7 (Printed Name) (Title) Economic Development Contract,Page 6 L 32ud`l:3U11uo3 IU3W ojanaQ OIWOUOOg aoP'80-LOOZaQWlapjluoolpnuuduorlppuno_qluawdolanaQarwuoa91L00Z slariluoJ\laujsid luawdoiana4 jrdtaiunW\punoD f4tD\saji j\uaapN\:-g jasuno Iu auaD `•-dS `Za2IIL v-H OIDV $,QP 011jZ) Wd03 of SV QHno"'dddV P An � ' I (aur paluud) (ainjuu21s) fZPplaas JuPIsissv to + o ' •,LSH,L.LV .tl A. tJ' tJ ro 1� t r