MDD Resolution No. 202 RESOLU7lON NO. 202
A RESCIAMON OF THE BOARD OF DIRECTORS OF HIF BAVI'OWN
MUNICIPAL DEVELOPMFNP DISIAICI AUTHORIZING HIL GENERAL
MANAGER TO EXECUTE AND TIIEASSISIANT SECRETARY TO AlIES'i I'O
AN ECONOMIC DEVELOPMENT CONIRACT BELWEF.N THE BAYTOWN
AREA/WEST CIIAMBF16 COUN 1'Y ECONOMIC DEVEI,OPMBNI'FOUNDATION
AND THE BAYTOWN MUNICIPAL DEVELOPMIiN'V DISTRICF FOR ECONOMIC
DEVE T.LOPMFN' SERVICES; AND PROVIDING. FOR HIE LFFECI IVE DATF
THEREOF.
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BE IT RESOLVED 13Y THE BOARD OF DIRFCTORS OF THE BAYIOWN MUNICIPAL
DE\'ILOPMENT DISTRICT:
Section 1: That the Board of Directors of the Ba)town Municipal Development District
hereby finds that the ezpendittues authorized herein are for firproNcillents,.Which vausfy tine puposes for
which tire finds can be expended pusuant to Chapter 377 of the 'lexas Local C,ocernnncnt Code and/or
Section 3888.102 of the Special District Local Lanus Code. All required findings puanint thereto are
hereby declared to have been made and adopted as findings of the t3oard of Direciors.
Section':. That the Botvd of Directors of the Baytown Municipal Development District
hereby tuthodzes the Gencial Manaeer to eSCCnte and the Assistant Seconary to ottest to an Rconomic
Development Contract bemeen the Bavitnvn AreaAVest Chambers County Economic Development
Foundation and the Bavocvn Municipal Development District for economic development serl'ices. A
copy of the agreement. is attached hereto as Exhibit -A,- and made ,a fait hereof Lot all intents and
purposes.
Section 3: That the Board of Directors of tine Baytown Municipal Development District
hereby authorizes the pa}'meat of an amount not to exceed TWO HUNDRED HIOU.SAND AND
NO/100 DOLLARS (5200.000.00)to the Cud of Baytown in accordance with the zan enwnt neferenced
in Section '_ heeof.
Section 4: This resolution shall take effect immedialck from and titter its passage by the
Board of Directors of the Ba%imwn Municipal Development Distr'ict. (,/f
INTRODUCED, 121,AD and PASSED by the ilfmnntive ep¢1 of the Board of Directors of the
Bm town Municipal Development District. rival the 7"dad of febru rig, 013,
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FICIA B12 SC H , "i unt Secietart'
APPROVED AS 10 FORM:
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4!ftcaoo RAMIRLz.. R_ C �r cunsel
Exhibit "A"
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS CONTRACT, which is made as of the day of February, 2013, 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 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:
1. Formulating a strategy designed to effectively reach targeted companies to educate
them about the potential of locating in Baytown;
2. Developing an incentive plan that attracts and assists targeted companies locating in
specific areas of the City;
3. Preparing and distributing the material that concisely conveys the facts regarding the
potential in Baytown;and
4. 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
policy and budgetary priorities,tax abatement,desirable regulatory changes,and incentives
likely to result in business relocations and expansions in the Baytown area.
Economic Development Contract,Page 2
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. 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.
g. Work Force Development.The combination of an aging workforce,decreasing working age
population and an increase in national demand for skilled employees has served to set the
highest priority on this work item. The urgency of developing an adequate workforce is
shared by the City of Baytown, area school districts, Lee College, Harris and Chambers
Counties and area business and industry. Because of this, the EDF has formed and is
facilitating the Workforce Preparedness Partnership comprised of members from all stake
holders mentioned above.
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
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
5413,5415,5416, Scientific Research and Development Services
5417 and 5419
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.
Economic Development Contract,Page 3
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
October I,2012-December 31,2012 February 2013 $50.000
January 1,2013-March 31,2013 February 2013 $50,000
April 1,2013-June 30,2013 April 2013 $50,000
July I,2013 -September 30,2013 July 2013 $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 1,2012, to September 30, 2013. 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 parry 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 parry. 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 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).
Economic Development Contract,Page 4
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 505
Baytown,Texas 77521
Fax:(281)422-7682
DISTRICT
Baytown Municipal Development District
Attn: General Manager
P. O. Box 424
Baytown,Texas 77522-0424
Fax: (281)420-6586
Section 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.
Economic Development Contract,Page 5
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.
[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 February,2013.
BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS
DISTRICT COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
ROBERT D. LEIPER,General Manager (Signature)
(Printed Name)
(Title)
ATTEST: ATTEST:
LETICIA BRYSCH, Assistant Secretary (Signature)
(Printed Name)
(Title)
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR.,General Counsel
APPROVED AS TO FUNDING AVAILABILITY:
LOUISE RICHMAN, Director of Finance
\\cobfs011Lcgal\Karcn\Filcs\City Council\Nlunicipal[)cvclopment District\ContractstContracts 2013\EDF Annual Contract 2012-13.doc
Economic Development Contract,Page 7
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS §
§
COUNTY OF HARRIS §
THIS CONTRACT,which is made as of the /ff^day of February.2013,by and between the
BAYTOWN MUNICIPAL DEVELOPMENT DISTRICT,a political subdivision of the State of Texas,
andthe 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,industryandcommercewithin Baytown,andfurtherdesirestopromote
the location and development of new businesses and industries in Baytown aswellasthe maintenance and
expansion ofexisting businesses:and
WHEREAS,the Foundation wasformedforthe purposes,among others,of promoting and
encouraging,or causing tobe promoted and encouraged,theformation of new businesses andthe expansion
ofexisting businesses,the relocation ofexisting businesses,andthegeneral diversification of the economy of
andin Baytown andWest Chambers County;and
WHEREAS,theDistrictdesirestocontractwiththe Foundation to provide,or cause tobe provided,
economic development services herein described intheBaytownarea:and
WHEREAS,the Foundation iswilling,inexchangeforthe consideration herein provided,toprovide,
or cause tobe provided,the economic development services desired bythe District which are intended to
expand thetaxbaseandthe employment base of Baytown andthe surrounding area:and
WHEREAS,the formation of new businesses andthe expansion ofexisting businesses in Baytown
wouldbenefittheDistrictbytheresultantexpansionofboththetaxbase of theDistrictandtheemployment
base;and
WHEREAS,theDistrictandtheFoundationagreethatinordertofosterandpromotecompetition,to
assuretheintegrity ofthe competitive process,andtoprotectproprietaryor innovative business strategies and
concepts,informationanddatadeveloped,generatedorreceivedbytheFoundationshouldremainprivileged
and confidential except as herein provided;
NOW THEREFORE,forandin consideration of the premises andmutual covenants herein contained,
itis agreed as follows:
Section 1.Representations and Warranties of Foundation.
Foundation hereby represents and warrants as follows:
a.The Foundation is engaged inan on-going effortto attract new businesses tothe
Baytown/WestChambersCountyareaandtoencouragetheexpansion ofexisting businesses
inthe Baytown/West Chambers County area.
Economic Development Contract.Page
b.The Foundation covenants that itshall actively work to productively coordinate its activities
with other area economic development organizations inan effort to reduce duplication of
services.
c.The Foundation represents andwarrantsthatitisa non-profit economic development
organization,theprincipalpurpose of whichisthe 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 newor expanded business enterprises that create or
retain primary jobs and/or required or suitable for entertainment and/or tourist purposes or to promote
newor expanded business development intheDistrict consistent withSection 3888.102 oftheTexas
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 toformnew business
ventures orto expand existing business ventures.The Foundation staff will provide
assistance and guidance inthe City's acquisition of land in targeted areas to assist withinfill
redevelopment in furtherance of the District's agreement withthe City of Baytown
authorized bythe 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,
nationaland international businessdecisionmakersby drawing attention tothe Baytown
area's strengths andby overcoming negative attitudes.The marketing andsaleprogram
should target groups and senior executives most likelyto result in business relocations and
expansions inthe Baytown area.Additionally,the Foundation shall develop programs
designed to encourage the dissemination ona national and international level,of accurate
and detailed information on business opportunities inthe Baytown area.Work items
include:
1.Formulating a strategy designed to effectively reach targeted companies to educate
them about the potential of locatingin Baytown;
2.Developing anincentiveplanthatattractsandassists targeted companies locatingin
specific areas of theCity;
3.Preparing anddistributingthematerialthat concisely conveys thefactsregardingthe
potential in Baytown;and
4.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.Theprogramwillbeinteroperablewiththesmallbusiness revolving loanprogram.
d.Public Policy.The Foundation shall develop advice on public policyand programs for
actionbytheState of Texas,HarrisCounty,theCity of Baytown,and other agencies that
wouldfacilitateand encourage economicgrowth.The Foundation may develop advice on
policy and budgetary priorities,tax abatement,desirable regulatory changes,and incentives
likelytoresultin business relocations and expansions inthe Baytown area.
Economic Development Contract.Page2
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.Statistical Data Clearing Clearinghouse.The Foundation shallactasa clearinghouse forup-
to-date statistical,economic,government,educational,labor/workforce information.This
work item shall include funding for upgrade in technical capabilities.
g.WorkForce Development.The combination ofan aging workforce,decreasing working age
population andan increase in national demand for skilled employees has served tosetthe
highest priority onthis work item.The urgency of developing an adequate workforce is
shared bythe City of Baytown,area school districts,Lee College,Harris and Chambers
Counties and area business and industry.Because of this,theEDFhas formed andis
facilitating the Workforce Preparedness Partnership comprised of members from all stake
holders mentioned above.
In this section,the term "primary job"means a job that is:
a.available ata company forwhichamajority of the products or services of that company are
ultimately exported to regional,statewide,national,or international markets infusing new
dollars intothelocal economy;and
b.included inone 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 Manufacturing
42 Wholesale Trade
48-49 Transportation and Warehousing
51 (excluding
512131 and
512132)
Information (excluding movie theaters and drive-in theaters)
523-525
Securities,Commodity Contracts,andotherFinancial Investments and
Related Activities;Insurance Carriers and Related Activities;Funds,
Trusts,and Other Financial Vehicles
5413,5415,5416,
5417,and 5419 ScientificResearchand Development Services
551 Management of Companies and Enterprises
922140 Correctional Institutions
Section 3.Foundation Reports.
TheFoundationshallprepareandsubmittotheDistrictaftertheend ofeachcalendarquarterduring
theterm of thiscontractaverbalor brief writtenreportdescribingtheservicesperformedbytheFoundation
pursuant tothis contract during the previous quarter.
Economic Development Contract,Page3
The Foundation shall prepare and submit tothe 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 tothis contract during the preceding fiscalyear.
Section 4.Fees.
For and in consideration of the services tobe performed bythe Foundation and compliance with the
terms of this contract and subject totheotherprovisions of this section,the District agreestopaytothe
Foundation thetotalsum ofTWO HUNDRED THOUSAND AND NO/100 DOLLARS ($200,000.00).The
sumshallbepaidin installments according tothe following schedule:
Description Due Date Amount
October 1,2012 -December 31,2012 February 2013 $50,000
January 1,2013-March 31,2013 February 2013 $50,000
April 1,2013-June 30,2013 April2013 $50,000
July1,2013 -September 30,2013 July2013 $50,000
Section 5.Allocated Funds.
Payments bythe District tothe Foundation are subject tofunds being appropriated bythe District for
the purpose of purchasing the services provided inthis contract.
Section 6.Term.
This contract shallbe effective fortheperiodfrom October 1,2012,to September 30,2013.Itis
specifically agreed thatthe Foundation shallnotbeobligatedtoperformany services under or pursuant tothis
contract andthe District shallnotbeobligatedtomakeany payments for services performed afterthe
expiration of that period.
Section 7.Termination for Cause.
Apartymayterminateitsperformanceunderthiscontractonlyupondefaultbytheotherparty.
Default byapartyshall occur if thepartyfailsto perform or observe any of the terms and conditions of this
contract requiredtobe performed or observed bythatparty.Shouldsucha default occur,theparty against
whom the default has occurred shall havetherightto terminate allorpart of its duties under this contract as of
the30thday following thereceiptbythe defaulting party of anotice describing such default andintended
termination,provided:(1)suchterminationshallbeineffectiveifwithinsaid30-dayperiodthedefaulting
partycuresthedefault,or(2)suchterminationmaybestayed,atthesoleoption ofthepartyagainstwhomthe
default has occurred,pending cure of the default.
Section 8.Independent Contractor.
Therelationship of theFoundationtotheDistrictshallbethat of anindependentcontractor.The
Districtshallhavenoauthoritytodirecttheday-to-dayactivities of any of theFoundation'spersonnel
decisions,andshallhavenootherrightstointernalworkingpapersorotherinformationordatathanthe
Districtwouldhavetoanyotherindependentcontractorprovidingspecificservices(e.g.museumservices,
weed cutting,legal services,auditors).
EconomicDevelopmentContract.Page4
Without inanyway limiting the generality of the foregoing,itis specifically acknowledged and
agreedthatFoundationhasbargainedfortheconfidentiality of allinternalinformationanddatathatit
generates,otherthanthatrequiredtobesubmittedtotheDistrictpursuanttosections3and 14 ofthiscontract,
in order tofosterand promote competition,toassuretheintegrity of the competitive process,andtoprotect
proprietary or innovative business strategies andconcepts.
Section 9.Parties in Interest.
This contract shall bindand benefit the District andthe Foundation and shall not bestow any rights
uponanythirdparties.
Section 10.Non-waiver.
Failure of either partyheretotoinsistonthestrict performance of any of the agreements hereinorto
exercise anyrightsorremediesaccruingthereunderupondefaultorfailure of performanceshallnotbe
considered a waiver of therighttoinsistonandtoenforce,byan appropriate remedy,strict compliance with
any other obligation hereunder orto exercise anyrightorremedy occurring asa result ofanyfuture default or
failure of performance.
Section 11.Applicable Laws.
This contract is subject toandshallbe construed in accordance withthelaws of theState of Texas,
thelaws of thefederal government of theUnitedStates of America andallrulesand regulations of any
regulatory bodyor officer having jurisdiction.This contract is performable in Harris County,Texas.
Section 12.Notices.
All notices required or permitted hereunder shallbein writing and shall be deemed deliveredwhen
actually received or,if earlier,onthethirdday following deposit inaUnited States Postal Service post office
or receptacle with proper postage affixed (certified mail,return receipt requested)addressed tothe respective
other partyatthe address described beloworatsuchotheraddressasthe receiving partymayhave theretofore
prescribed by notice tothe 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
Section 13.Audits.
TheFoundationshallprovidetotheDistrict,withinninety(90)days oftheclose oftheFoundation's
fiscal year,its audited annual financial statements.
Economic Development Contract.Page5
Section 14.Ambiguities.
Inthe event of any ambiguity inany of the terms of this contract,it shall notbe construed foror
against anyparty hereto onthe basis that such partydidordidnot author the same.
Section 15.Entire Agreement.
This contract contains allthe agreements ofthe parties relating tothe subject matter hereofandisthe
fullandfinal expression of the agreement between the parties.
Section 16.Assignment or Transfer of Rights or Obligations.
The Foundation shall notsell,assign,or transfer any of its rights or obligations under this contract in
whole orinpart without prior written consent of District,nor shall the Foundationassign any monies dueor
to become duetoit hereunder without the previous consent of the District.
Section 17.Severability.
All parties agree that should any provision of this contract be determined tobe invalid or
unenforceable,such determination shallnot affect any other term ofthis contract,which shall continue infull
force and effect.
[Remainder of page intentionally left blank]
EconomicDevelopmentContract.Page6
INWITNESSWHEREOF,thepartieshavemadeandexecutedthiscontractinmultiplecopies,eachof
whichshallbeanoriginal,onthisthe//*aayofFebruary,2013.
BAYTOWNMUNICIPALDEVELOPMENT
DISTRICT
**$!Wtok
'''*''M\tim^
APPROVEDASTOFORM:
3NACIORAMIREZ,SR..General/OpunseI
APPROVEDASTOFUNDINGAVAILABILITY:
—tSL^<
LOUISERICHMAN.DirectorofFinance
BAYTOWNAREA/WESTCHAMBERS
COUNTYECONOMICDEVELOPMENT
FOUNDATION
^{signature)
Z,
ir^£x/v?/£,M;*/^
(PrintedName)
/^<f./,,.77\s4j
(Tide)
jPiLa^rvhk.
ATTEST:
0VU\J>
(Signature)
(PrintedName)
(Title)
WcobfsOI\Legal\Karen\Files\CityCouncilMunicipalDevelopmentDisIrict\Con1racls\Conlracls2013VEDFAnnualContract2012-I3.doc
EconomicDevelopmentContract.Page7