MDD Resolution No. 203 R7>SC.aLUIION NO. 203
A RESOLUTION OF 1111. BOARD 01: DIRECTORS OP THE BAYIOlVN
MUNICIPAL DEA ELOPMEN E DIS ERIC:I AUl'I]ORIZNG THE GFNFRAL
MANAGER TO EX CUFF AND 111E ASSISIANT SECRETARY'FO AIf FSI TO
AN ECONOMIC DEVF'LOPMENT SPECIAL SFRVICBS CONTRACT BI IVFIN
A THE BAYTOWN RFAAVEST CIIAM131?{R„S COUNTY ECONOMIC
DBVFLOPMENT FOUNDATION AND IIIE BAYTOWN MUNICIPAL
DFVELOPMENT DIS'FRICF FOR ECONOMIC DEVFLOPMIiN'F S131tVIC713S; AND
PROVIDING FOR 111E FPFFC'11Vh DA'FE:THEREOF.
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BF 1'1' RESOLVED BY THE BOARD :OP DIRECTORS OFTNE BAYFOWN MUNICIPAL
DEVELORMFNT DISTRICT:
Section l: That the Bomd of Directors of the Baytown Municipal Development District
hereby finds that the expenditures authorized herein ate for improvements. which sansfv tile..pur poses for
which the funds can be expended pursuant to Chaplet 377 of the l exas Local Gos ernment Code and,or
Section 3888.102.of the Sp:ctal District local Laws Code. All required findings pursuant thereto me
hereby declared to have been made and adoptetltis findings ofthc Board of Directors.
Section 2: Thal the Board of Directors of the Ba}Nown Municipal Development District
heeby authorizes the General Manager to execute and the Assistant Secretary to attest to en Economic
Development SpeciaE Services Contract between the Baytown Area/West Chambeis County Fconomic
Development Foundation and tile Baytown Municipal Development Distrlet .for economic development
services. A copy of the agreement is attached hereto as Lxhibit"A."and made part hereof for.all intents
and purposes.
Section 3: That the Botird of Directors of the Baytown Municipal Development District
hereby authorizes the payment ofan amount not to exceed ONE HF7NDRED THOUSAND AND NO1100
DOLLARS ($100,000.00)to the City of23aytown in accordance with the agreement referenced in Section
2 hereof.
Sectitsn d: This resolution Shall take elTect immediately from..,ti3d whet its passage tn the
Board of Directors ofthe Baytown Municipal Development Dist`ict.
INTRODUCED, RI AD nod PASSED lay the affirmative vot o the Board of Directois of the
Baytown Municipal Development District, this tile 7i°day of Pebrual -.201
S EPI IEi ONC'ARLOS, Piesid ant
Ar Alf-
r
LL4ICIAI3R SCH Ass'>tmtt Seciefuy
APPROVED AS TO FORM:
I r'vACI AYiII SR_C un at Counsel
un
Exhibit "A"
ECONOMIC DEVELOPMENT SPECIAL SERVICES CONTRACT
STATE OF TEXAS §
COUNTY OF HARRIS §
THIS CONTRACT 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 Special Services 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(i)to promote or develop new or expanded business enterprises that create or retain
primary jobs or (ii) to promote new or expanded business development in the District consistent with
Section 3888.102 of the Texas Special Districts Code:
a. Trade Shows. The Foundation shall participate in trade shows promoting one or
more of the following industries:
I. Manufacturing,
2. Retail/Shopping Centers,
3. Plastics,and
4. Logistics/Distribution Centers.
b. Phase III Research.
Continuing and building upon previous studies by `CDS Market Research,' the
EDF will engage the services of a consultant to further define the assets and
deficiencies of the area in terms of attracting new residential, commercial and
retail development.The goal of the study is to provide the staff with the data base
and tools necessary to effectuate desired development.
C. Marketing Program Implementation. In as much as the marketing program will
include elements that will be utilized in the attraction of both primary and service
sector jobs, funding of this program will be allocated in such manner as to insure
the District's funds are used only in the preparation of basic material and
attraction of primary jobs. Funding for non-District eligible activities will be
funded with other Foundation monies. Work tasks shall include targeting
companies that most clearly align with Baytown socio/economic makeup;
formulation of a strategy; printing materials; developing incentive plans; traveling
to meet decision makers and re-designing the Foundation's website.
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# I Description
111 I Crop Production
Economic Development Special Services Contract,Page 2
NAICS Sector# Description
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 Trans ortation and Warehousing
51 (excluding
512131 and Information(excluding movie theaters and drive-in theaters)
512132
Securities, Commodity Contracts, and other Financial Investments
523-525 and 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.
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 the
Foundation its actual costs concerning the following on a reimbursement basis:
Trade Shows—Attend and booth space S 4,000.00
Marketing Program Implementation S 21,000.00
Phase III Research S 75,000.00
Total Amount Not To Exceed $100,000.00
The District shall pay the undisputed invoiced amounts within thirty (30) days of receipt of an invoice
therefor.
Economic Development Special Services Contract,Page 3
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 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 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 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 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
Economic Development Special Services Contract,Page 4
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.
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.
Economic Development Special Services Contract,Page 5
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 February,2013.
BAYTOWN MUNICIPAL DEVELOPMENT
DISTRICT
ROBERT D. LEIPER,General Manager
ATTEST:
LETICIA BRYSCH,Assistant Secretary
APPROVED AS TO FORM:
IGNACIO RAMIREZ,SR.,General Counsel
APPROVED AS TO FUNDING AVAILABILITY:
LOUISE RICHMAN,Finance Director
Economic Development Special Services Contract,Page 6
BAYTOWN AREA/WEST CHAMBERS
COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
(Signature)
(Printed Name)
(Title)
ATTEST:
(Signature)
(Printed Name)
(Title)
R:1Karen%Fi1estCity Council\Nlunicipal Development DisttieWcatmCWCOntracts 2013\.\fad:etingContract2012-13 Revised 02072013.doc
Economic Development Special Services Contract,Page 7