MDD Resolution No. 437 RESOLUTION NO. 437
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 WITH THE BAYTOWN
AREA/WEST CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION
FOR ECONOMIC DEVELOPMENT SERVICES; AUTHORIZING PAYMENT IN AN
AMOUNT NOT TO EXCEED THREE HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($350,000.00); MAKING OTHER PROVISIONS RELATED THERETO;
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 and/or
Section 3888.102 of the Special District Local Laws Code. All required Endings 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 made a part hereof for all intents and purposes.
Section 3: That the Board of Directors of the Baytown Municipal Development District
hereby authorizes the payment of an amount not to exceed THREE HUNDRED FIFTY THOUSAND AND
N01100 DOLLARS ($350,000.00) to the Baytown Area/West Chambers County Economic Development
Foundation in accordance with the agreement referenced in Section 2 hereof.
Section 4: This resolution shall take effect immediately from and after its passage by the
Board of Directors of the Baytown Municipal Development District.
INTRODUCED, READ and PASSED by the affirmative vote of the Board of ctors of the
Baytown Municipal Development District, this the 2"d e er, 20 1.
ON CAPETILLO, Presid nt
ATTEST:
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ANGELA ACKSON, Assistant Seerr7a
APPROVED AS TO FORM:
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L. ORNER, General ounsel
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Exhibit "A"
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS
COUNTY OF HARRIS
This Economic Development Contract (the "Contract") is effective as of the 15t day of October, 2021,
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 ongoing effort to attract new businesses to the
Baytown/West Chambers County area and to encourage the retention and 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 City of Baytown staff and area economic development organizations in an effort to
optimize 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/West Chambers County area and certain unincorporated areas of Harris County.
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 and/or required or suitable for entertainment and/or tourist purposes or (ii) 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 provide assistance and guidance
in developing 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.
b. Marketing and Recruitment Activities. The Foundation shall provide assistance and guidance
in organizing and conducting a coordinated marketing program to positively influence the
attitudes of local, national, and international business decision makers by drawing attention to
the Baytown area's strengths and potential. The marketing program shall target groups and
senior executives most likely to result in business relocations and expansions in the Baytown
area. Additionally, the Foundation shall provide assistance and guidance in developing
programs designed to encourage the dissemination on a national and international level of
m accurate and detailed inforation 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 and facilitating an incentive framework that attracts and assists targeted
companies locating in specific areas of the City and extraterritorial jurisdiction(ETJ);
3. Preparing and distributing the material that concisely conveys the facts regarding the
potential in Baytown;
4. Traveling to meet with decision makers to discuss Baytown; and
S. Implementing elements of the Strategic Economic Vitality Program.
C. Incubator without Walls ("IWOW"). The Foundation will provide assistance to start-up,
minority-owned, women-owned, and disadvantaged business enterprises through the
coordination and application of existing programs from multiple sources. The IWOW will be
interoperable with City of Baytown business development programming.
d. Public Policy. The Foundation shall develop and provide 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. Data Analytics and 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 upgrades in technical capabilities.
g. Work Force Development and Talent Attraction. Post-COV1D-19, the combination of an
aging workforce, decreasing working-age population and an increase in local and national
demand for skilled employees served to set a high priority on this work item. Post-COVID-19,
the urgency of identifying, developing, and sustaining an appropriate workforce is heightened
and shared by the City of Baytown, area school districts, Lee College, Harris and Chambers
Counties and area businesses and industries. Because of this, the Foundation is facilitating
workforce preparedness partnerships, the Economic Development Human Resource Network
(EDHRN) comprised of members from all stakeholders mentioned above and continuing its
focus on Early Childhood Education.
h. New Market Tax Credits. EB-5, and Qualified Opportunity Zone Program Research,
Development. and Implementation. The Foundation shall conduct ongoing analyses of the
benefits, processes, and requirements of these programs. This will be done with a focus on
encouraging targeted redevelopment and new development in qualified sections of Baytown
and certain areas in the Baytown ETJ.
i. Trade Shows. The Foundation shall participate in trade shows promoting one or more of the
following targeted industries:
1. Manufacturing,
2. Retail/Shopping Centers,
3. Petrochemicals/Energy, and
4. Logistics/Distribution Centers.
j. Hotel and Conference Center Development. Continuing and building upon efforts in
previous years, the Foundation will engage the services of professional resources to
assist in development complementary to the new Hyatt Regency Hotel and
Convention Center at Bayland Island. The goal is to provide staff with the appropriate
guidance and support necessary to effectuate desired development.
k. Strategic Economic Vitality Program. The Foundation engaged the services of
Avalanche Consulting in 2017 to prepare a comprehensive Strategic Economic
Vitality Program (EVP) that contains specific economic development goals,
strategies, target industries, niche sectors and implementation foci for the next
decade. The Foundation will timely access the necessary resources to implement
remaining elements of the EVP.
1. Phase III Research. Continuing and building upon previous studies, the Foundation
will engage the services of consultants and/or acquire appropriate analytics platforms
to further define the assets and deficiencies of the area in terms of attracting new
residential, commercial,retail development,and workforce development, with special
focus on talent retention and attraction and early childhood education. The goal of
this research is to provide the staff with the database, tools, and real-time capacity
necessary to effectuate desired development.
Economic Development Contract,Page 3
M. Economic Development Symposia. In light of COVID-19 impacts on the ongoing
expansion of the Baytown/West Chambers County Petrochemical Cluster, the
Foundation will co-sponsor and/or participate in symposia to highlight related
challenges and opportunities vis-a-vis supply chain, logistics, transportation, public
safety, infrastructure,workforce planning, and economic development.
n. Marketing Programplementation. 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 a manner as to ensure
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:
■ formulation of a strategy targeting companies that most clearly align with the
Baytown EVP, local socio/economic profile,and regional assets;
■ developing incentive plans and evergreen collateral materials;
■ traveling to meet decision makers and site selection consultants; and
■ the ongoing redesign of 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
(NAILS):
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 Information(excluding movie theaters and drive-in theaters)
512131 and 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 4
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 an amount not to exceed THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
(5350,000.00)based upon the following:
Section 2, Date of Service Due Date Amount
Subsection
October 1,2021 -December 31,2021 December 31,2021 S 62,500
a—h January 1,2022-March 31,2022 January 31,2022 S62,500
(lump sum
payments) April 1,2022-June 30,2022 April 30,2022 $62,500
July 1,2022-September 30,2022 July 31,2022 S 62,500
Section 2, Description of Due Date Amount Not to
Subsection ..
t Trade Shows—Attend and booth space S 10,000
J Hotel and Conference Center Development S 10,000
k Strategic Economic Vitality Program 30 days after receipt of service S 10,000
Phase III Research
or receipt of invoice, '
I
whichever is later S 55,000
m Economic Development Symposia S 10,000
n Marketing Program Implementation S 5,000
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, 2021, to September 30, 2022. 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.
Economic Development Contract,Page 5
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 terns 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 301" 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 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:
Economic Development Contract,Page 6
FOUNDATION
Baytown Area/West Chambers County Economic Development Foundation
Attn: President/CEO
1300 Rollingbrook, Suite 505
Baytown,Texas 77521
Fax: (281)422-7682
DISTRICT
Baytown Municipal Development District
Attn: General Manager
P. 0. Box 424
Baytown,Texas 77522-0424
Fax: (281)420-6586
Section 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.
[Remainder of page intentionally left blank]
Economic Development Contract,Page 7
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, 2021.
BAYTOWN MUNICIPAL DEVELOPMENT BAYTOWN AREA/WEST CHAMBERS
DISTRICT COUNTY ECONOMIC DEVELOPMENT
FOUNDATION
RICHARD L. DAVIS,General Manager (Signature)
(Printed Name)
(Title)
ATTEST: ATTEST:
ANGELA JACKSON,Assistant Secretary (Signature)
(Printed Name)
(Title)
APPROVED AS TO FORM:
KAREN L. HORNER, General Counsel
APPROVED AS TO FUNDING AVAILABILITY:
VICTOR BROWNLEES, Director of Finance
RAKarcn l lomcr\Documents- iles`City Council',municipal Development nistrict\ContractsTontracts 20211EDF Annual Contract COB 2021-2022 Conzbined.doc
Economic Development Contract,Page 8
ECONOMIC DEVELOPMENT CONTRACT
STATE OF TEXAS §
§
COUNTY OF HARRIS §
This Economic Development Contract(the "Contract")is effective as of the day of October,2021,
byand between the BAYTOWN MUNICIPALDEVELOPMENT DISTRICT, a political subdivision ofthe
State of Texas, and the City of Baytown,hereinaftercalled "District,"and THE BAYTOWN AREAAVEST
CHAMBERS COUNTY ECONOMIC DEVELOPMENT FOUNDATION,hereinafter called
"Foundation."
WITNESSETH:
WHEREAS,the District desires to investigate and undertake ways and means of promoting prosperous
development of business, industry and commerce within Baytown, and further desires to promote the location
and development of new businesses and industries in Baytown as well as the maintenance and expansion of
existing businesses; and
WHEREAS, the Foundation was formed for the purposes, among others, of promoting and
encouraging,or causing to be promoted and encouraged,the formation of new businesses and the expansion of
existing businesses, the relocation of existing businesses, and the general diversification of the economy of and
in Baytown and West Chambers County; and
WHEREAS, the District desires to contract with the Foundation to provide, or cause to be provided,
economic development services herein described in the Baytown area; and
WHEREAS, the Foundation is willing, in exchange for the consideration herein provided, to provide,
or cause to be provided, the economic development services desired by the District which are intended to
expand the tax base and the employment base of Baytown and the surrounding area; and
WHEREAS, the formation of new businesses and the expansion of existing businesses in Baytown
would benefit the District by the resultant expansion of both the tax base of the District and the employment
base; and
WHEREAS, the District and the Foundation agree that in order to foster and promote competition, to
assure the integrityof the competitiveprocess, and to protect proprietaryor 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 ongoing effort to attract new businesses to the
BaytownAVest Chambers County area and to encourage the retention and expansion of
existing businesses in the BaytownAVest Chambers County area.
Economic Development Contract. Page 1