MDD Resolution No. 142 RESOLUTION NO.142
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.
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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 Baytovm 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 rnade 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 4"'day of Februa,010.
`t0EV N/,
S A'fT PHEN H.DONCARLOS.President
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ET G t ecretary
APPROVED AS TO FORM:
9
I NACIO RAMIREZ,SR.,G n ral Counsel
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Exhibit"A"
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS§
COUNTY OF HARRIS§
THIS CONTRACT,which is made as of the day of February,2010,by and between the
BAYTOWN 1lUNICIPAL 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
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 and/or required or suitable for entertainment and/or tourist purposes or to promote
new or expanded business development in the District consistent with Section 3888.102 of the Texas
Special Districts Code:
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 staff will provide
assistance and guidance in the City's acquisition of land in targeted areas to assist with infill
redevelopment in furtherance of the District's agreement with the City of Baytown
authorized by the District pursuant to Resolution No.123.
b.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.Work items
include:
I.Targeting eligible office,back office and telecommunication centers.More
specifically.the Foundation will target NAICS Sector#'s 221;311-339:51;523-
525;5411 5415.5416,5417.and 5419;and 551 through correlation with
socio/economic data gathered in FY 2009;
2.Formulating a strategy designed to effectively reach targeted companies to educate
them about the potential of locating in Baytown;
3.Developing an incentive plan that attracts and assists targeted companies locating in
specific areas of the City:
4.Preparing and distributing the material that concisely conveys the facts regarding the
potential in Baytown:and
5.Traveling to meet with decision makers to discuss Baytown.
C.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.
d.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
Economic Development Contract.Page 2
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.
f.Review,correlate and update Economic Development Plan.Five years have lapsed since
adoption and implementation of the Economic Development Strategic Plan.The Foundation,
along with a committee appointed by the Chairman,will work to identify elements of the
Plan that have and have not been accomplished.Based upon their findings,the committee
will review and revise the goals and objectives of the plan and identify new projects for
implementation.
g.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.
h.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(NAICS):
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 Manufacturin
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
5413,5415,5416,Scientific Research and Development Services
5417,and 5419
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 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 perfonned 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(S200,000.00).The
sum shall be paid in installments according to the following schedule:
Description Due Date Amount
Oct 1,2009-December 31.2009 February 2010 S 50,000
January 1,2010-March 31,2010 April 2010 S 50,000
April 1.2010-June 30,2010 July 2010 S 50,000
July 1,2010-September 30,2010 October 2010 S 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 1,2009,to September 30,2010.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.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 401
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 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 teen 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.2010.
BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS
DISTRICT COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
GARRISON C.BRUMBACK,General Manager(Signature)
(Printed Name)
(Title)
Economic Development Contract,Page 6
ATTEST:ATTEST:
LETICIA GARZA,Assistant Secretary(Signature)
(Printed Name)
(Title)
APPROVED AS TO FOWM:
IGNACIO RAMIREZ,SR.,General Counsel
R:VCamWfiW.City CounciWunicipal Development Dutric[Conwwts%Coneram 2010TDF Annual Conaact 2009-10.doc
Economic Development Contract,Page 7