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HomeMy WebLinkAbout08-27-07 Special Called Regular Meeting of Development Corporation 2 MINUTES OF THE SPECIAL CALLED REGULAR DEVELOPMENT CORPORATION BOARD OF DIRECTORS August 27, 2007 1. Call to Order Vice President Ed Matuszak called the meeting to order at 5: lOp. m. Members Present: 4B Development Board - Bill Love, Chuck Engelken, Mike Clausen and Ed Matuszak. Members Absent: Tommy Moser, Trent Wise and Pat Muston Staff Present: Interim City Manager John Joerns, City Secretary Martha Gillett, Assistant City Attorney Clark Askins, Interim Finance Director Michael Dolby and Economic Development Coordinator Gretchen Black. Others Present: Lisa McPhailJJan Lawler, and Marie McDermott. 2. Motion was made bv Board Member Engelken to approve the Minutes of June 11, 2007 Special Called Regular Meeting of La Porte Development Corporation Board. Second by Board Member Clausen. Motion carried unanimously. Ayes: Bill Love, Ed Matuszak, Mike Clausen and Chuck Engelken Nays: None Abstain: None Absent: Trent Wise, Tommy Moser and Pat Muston 3. Economic Development Coordinator Gretchen Black provided the FY 2008 Proposed Budget to La Porte Development Corporation Boards Members for approval. Motion was made bv Board Member Love to approve FY 2008 Proposed Budget as recommended by Ms. Black. Second by Board Member Engelken. Motion carried unanimously. Ayes: Bill Love, Ed Matuszak, Mike Clausen and Chuck Engelken. Nays: None Abstain: None Absent: Trent Wise, Tommy Moser and Pat Muston 4. Economic Development Coordinator Gretchen Black provided RFP for an Economic Development Website to La Porte Development Corporation Boards Members for approval. Vice President, Ed Matuszak requested a list of web sites that were reviewed. More stress is needed on the qualification and percentage of the firm. Staff will make changes and send the Board for review. The Board would like to have control over hosting the website. Special Called Regular Meeting of the La Porte Development Corporation- 8/27/2007 Motion was made by Board Member Clausen to approve RFP for an Economic Development Website as recommended bv Ms. Black with modification to the selection criteria. Second by Board Member Engelken. Motion carried unanimously. Ayes: Bill Love, Ed Matuszak, Mike Clausen and Chuck Engelken. Nays: None Abstain: None Absent: Trent Wise, Tommy Moser and Pat Muston 7. Administrative Reports. Interim City Manager John Joerns provided Administrative reports on the following: Status of RFP for proposed Hotel Development the 2008 Community Economic Development Awards, the Economic Development Report and other miscellaneous information. The County reviewed market study and is ready to move forward with discussions. The City is waiting on the County to make a decision and will need to determine future action based on the County's decision. The Board questioned if 4B money can be used for utility infrastucture. Staff will check and report back the board. It was the consensus of the board to move forward with RFP development. Gretchen Black reported on the Community Economic Development Awards. She noted as the City progresses and determines a project to be recognized an application can be submitted. Five communities each year get chosen and must submit a new project. Economic Development Coordinator, Gretchen Black provided a monthly report on miscellaneous information 8. Board Comments The board had comments. Executive Session was taken out of order 5. EXECUTIVE SESSION - PURSUANT TO PROVISION OF THE OPEN MEETINGS LAW, CHAPTER 551.071 THROUGH 551.076, 551-087, TEXAS GOVERNMENT CODE (CONSULTATION WITH ATTORNEY, DELIBERATION REGARDING REAL PROPERTY, DELIBERATION REGARDING PROSPECTIVE GIFT OR DONATION, PERSONNEL MATTERS, DELIBERATION REGARDING SECURITY DEVICES, OR EXCLUDING A WITNESS DURING EXAMINATION OF ANOTHER WITNESS IN AN INVESTIGATION, DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS) 2 Special Called Regular Meeting of the La Porte Development Corporation- 8/27/2007 A. SECTION 551.071 - (ECONOMIC DEVELOPMENT) MEET WITH INTERIM CITY MANAGER AND CITY TO DISCUSS PROJECT AUSTIN POWERS The La Porte Development Corporation retired to Executive Session at 5:44p.m. and returned to the Regular Meeting and reconvened at 5:49 p.m. 6. Considerations and possible action on items considered in Executive Session. There was no action taken during Executive Session. 9. Adjournment The meeting was duly adjourned at 5:50 p.m. ~fullY submitted, . Martha~t~~ City Secretary TRMC, CMC La Porte Development Corporation Secretary ~;h::;Entms Pat Muston, President day of ,2007. 3 3 City of La Porte Interoffice Memorandum To: All LPEOC Board Members From: I < I I Gretchen Blac , Through: John Joerns, AC Date: November 2, 2007 Subject: Consideration of an Agreement between the LPEOC and WesMor Cryogenic Manufacturing LTD. - Known as Project Austin Powers Attached you will find a copy of the proposed agreement with between the LPEOC and WesMor Cryogenic Manufacturing L TO for your consideration. As you may recall the initial discussions with representatives of WesMor occurred in mid-February of this year when they were introduced to us through the Economic Alliance who had heard of their plans to possibly relocate. At that time company representatives were given an application for tax abatement and also informed of possible support from the LPEOC related to the project. Subsequent meetings by staff over the past several months with WesMor and with the Board have resulted in the final attached agreement which has been executed by the company and it is the same agreement that you reviewed and we discussed in Executive Session in August. Company repres~ntatives have been notified of the meeting date however, as of this writing, we have not heard if they will be in attendance. Also, although not specifically a 4B issue, attached you will find a copy of the proposed 380 ED Incentives Grant Agreement related to this project which will be considered by the City Council at their regular meeting immediately following our meeting on the 1ili. Per the LPEOC By-Laws any expenditure over $15,000 requires City Council approval. We are pleased to have completed this project with the end result being that WesMor will remain as a part of our business community. We look forward to working with them in the years to come. As always staff will be available to address any questions you may have at the meeting however, if you have any questions prior to the meeting please feel free to call. c: Ron Bottoms, City Manager AGREEMENT BETWEEN THE LA PORTE DEVELOPMENT CORPORATION, THE CITY OF LA PORTE, TEXAS AND WESMOR CRYOGENIC MANUFACTURING, LTD. FOR USE OF 4B SALES TAX FUNDS ,. ~ '*' THIS AGREEMENT made by and entered into this day of NOVlMDer ,2007 between the La Porte Economic Development Corporation, a non-profit corporation organized under the laws of the State of Texas, hereinafter "LPEDC", the City of La Porte, Texas, a Texas home-rule municipal corporation hereinafter referred to as "City", and WesMor Cryogenic Manufacturing, LTD., hereinafter referred to as "Recipient". WITNESSETH: WHEREAS, the voters of the City of La Porte authorized the levying of additional sales tax within the City, and the creation of an economic development corporation and pursuant to the provisions of Texas Revised Civil Statutes Anno. Art. 5190.6 Section 4B, et seq., may use such tax revenues for certain economic development purposes; and WHEREAS, Recipient wishes to expand its current business operation in La Porte, Texas by opening and operating a cryogenic tank and vessel manufacturing facility, and which after five (5) years is anticipated to employ up to 70 additional personnel and to generate cumulative gross sales in excess of $32,640,000.00; and WHEREAS, Recipient has requested that LPEDC provide financial incentives to promote the expansion of its La Porte operations in an amount to cover or subsidize certain infrastructure costs, including streets and roads, water, electric, and gas utilities, drainage and related improvements, telecommunications, associated acquisition costs, and any other purposes authorized by Texas Revised Civil Statutes Anno. Art. 5190.6, Section 4B, et seq., and it is the desire of LPEDC to assist in the funding of same, finding that such expenditures will contribute to promoting economic growth and development in the City; and WHEREAS, Texas law and the by-laws of the LPEDC require that certain expenditures and projects by Section 4B corporations be approved by the governing body of the City; and WHEREAS, the LPEDC Board and the La Porte City Council have each duly approved such project and expenditures; NOW THEREFORE, in consideration of the covenants and conditions stated herein, and in consideration of the mutual benefits that will accrue to each of the parties hereof, as well as to the citizens of the City of La Porte, Texas, the parties have agreed and do hereby agree as follows: ARTICLE I In consideration of Recipient locating its proposed manufacturing facility within the City of La Porte, as specifically described in that certain staff presentation and public hearing authorizing proposed expenditure of LPEDC funds for the promotion of said manufacturing facility, held before the LPEDC on January 22, 2007 (copies of appropriate minutes and documents are attached hereto and incorporated by reference and made a part of this Agreement for all purposes), LPEDC agrees to provide Recipient an incentive package consisting of cash payments in the total sum of $50,000.00, to be distributed in four installments, and which installment payments are conditioned upon Recipient's satisfaction of job creation and gross sales performance standards, under the schedule described below. The $50,000.00 cash incentive herein described shall be distributed as follows: 1) a cash incentive in the amount of $10,000.00 will be distributed when 1) the LPEDC is in receipt of a Certificate of Occupancy from the City of La Porte issued to Recipient for the operation of a cryogenic tank and vessel manufacturing facility, and which is applicable to land owned or leased by Recipient, and 2) at least 60 days have passed since the publication of notice for public hearing required under Texas Revised Civil Statutes Anno. Art. 5190.6 Section 48, et seq., for expenditure of 48 funds on a proposed project, without the filing of a petition with the City registering a protest to the proposed grant. 2) a cash incentive in the amount of $10,000.00 will be distributed after the conclusion of the twelve (12) month period following the date of the initial distribution of funds by the LPEDC, made pursuant to paragraph one (1) above, but not before the LPEDC has had the opportunity to verify that the following conditions have been met at the time of the proposed payment: a) Documentation demonstrating that 25 new full-time employees have been hired by Recipient from the start of operations (and which does not include employees transferred from Recipient's preexisting operations), is provided to LPEDC. Such documentation shall include Federal and State employment reports and monthly report to the Texas State Comptroller's office. b) WesMor has achieved annual gross sales of $3,000,000.00 since receipt of the first installment, pursuant to paragraph one (1), above, and documentation indicating same is provided to the LPEDC. c) WesMor provides all documentation required under this section relating to hiring of new employees and annual gross sales within 30 days after the conclusion of the 2 twelve (12) month period following the date of the initial distribution of funds by the LPEDC. 3) a cash incentive in the amount of $15,000.00 will be distributed after the conclusion of the twenty-four (24) month period following the date of the initial distribution of funds by the LPEDC, made pursuant to paragraph one (1) above, but not before the LPEDC has had the opportunity to verify that the following conditions have been met at the time of the proposed payment: a) Documentation demonstrating that 30 new full-time employees have been hired by Recipient from the start of operations (and which does not include employees transferred from Recipient's preexisting operations), is provided to LPEDC. Such documentation shall include Federal and State employment reports and monthly report to Texas State Comptroller. b) WesMor has achieved annual gross sales of $5,000,000.00 since receipt of the second installment, pursuant to paragraph one (1), above, and documentation indicating same is provided to the LPEDC. c) WesMor provides all documentation required under this section relating to hiring of new employees and annual gross sales within 30 days after the conclusion of the twenty-four (24) month period following the date of the initial distribution of funds by the LPEDC. 4) a cash incentive in the amount of $15,000.00 will be distributed after the conclusion of the thirty-six (36) month period following the date of the initial distribution of funds by the LPEDC, made pursuant to paragraph one (1) above, but not before the LPEDC has had the opportunity to verify that the following conditions have been met at the time of the proposed payment: a) Documentation demonstrating that 35 new full-time employees have been hired by Recipient from the start of operations (and which does not include employees transferred from Recipient's preexisting operations), is provided to LPEDC. Such documentation shall include Federal and State employment reports and monthly report to Texas State Comptroller. b) WesMor has achieved annual gross sales of $5,500,000.00 since receipt of the third installment, pursuant to paragraph one (1), above, and documentation indicating same is provided to the LPEDC. 3 c) WesMor provides all documentation required under this section relating to hiring of new employees and annual gross sales within 30 days after the conclusion of the thirty-six (36) month period following the date of the initial distribution of funds by the LPEDC. All funds received as herein provided shall be expended solely for the purpose of assisting Recipient in locating its new facility to the City of La Porte at the following location: 1802 West D Street, more particularly described by metes and bounds description as reflected Exhibit A, attached to this agreement, and incorporated by reference for all purposes. ARTICLE II Disbursement of the $50,000.00 cash incentive identified in Article I of this Agreement shall be made as follows: A. Disbursement shall be made to Recipient, subject to the satisfaction of the conditions precedent contained with Article I of this Agreement, upon its written request for funds to the LPEDC, in conjunction with presentation of appropriate documentation evidencing that it has met said conditions precedent for receipt of funds under Article I of this Agreement. 8. LPEDC and City's obligation to Recipient shall not exceed $50,000.00, nor shall LPEDC or City be obligated to reimburse Recipient for requests delivered to LPEDC or City after the termination of this Agreement. C. If Recipient receives and holds funds obtained pursuant to this Agreement in advance of paying the expenses for which reimbursement is made, Recipient shall establish a separate bank account to deposit funds in order to avoid commingling of the funds with Recipient's other funds and accounts. ARTICLE III Recipient understands that the funds paid to Recipient by the LPEDC and authorized by City are derived from tax revenues collected under Texas Revised Civil Statutes Anno. Art. 5190.6 Section 48, et seq., and that LPEDC and City have estimated the tax revenues to be collected during the term of this Agreement. Recipient further understands, acknowledges, and agrees that if the tax revenue actually collected is less than the estimated tax revenues to be collected during the term of this Agreement, LPEDC will be under no obligation to provide funding to Recipient for the full amount set forth in Article I, above. ARTICLE IV If Recipient at any time during the duration of this Agreement shall fail to meet any of the job creation and gross sales performance standards outlined in the schedule contained in Article I of this Agreement, LPEDC shall have the right to reclaim and recapture any and all cash incentive funds previously disbursed to Recipient, whether or not such disbursements have been spent by Recipient at 4 the time of the reclamation by the LPEDC. For purposes of this Agreement, LPEDC's right of recapture shall extend to and include all disbursements previously made to Recipient, regardless of whether said previous disbursements were made to Recipient in return for its having satisfied earlier performance milestones under Article I of this Agreement. In each such case, the previously paid cash payment or payments shall be remitted to the LPEDC within thirty (30) of receipt of written demand for same. In the event of any default by Recipient hereunder, including. but not limited to, use of the funds provided herein for purposes other than those stated in Article I of this Agreement, LPEDC may cease all future payments hereunder and terminate this Agreement. In addition, LPEDC shall have the right to reclaim and recapture, and Recipient shall refund, any funds that are not spent in accordance with the terms of this Agreement, including 1) LPEDC funds spent by Recipient in contravention of this Agreement and 2) any unspent and unobligated LPEDC funds previously paid to Recipient but not yet paid or pledged by Recipient to third parties. In each such case, the previously paid cash payment or payments shall be remitted to the LPEDC within thirty (30) days of receipt of written demand for same. Any breach of this covenant shall be grounds for immediate termination of the distribution of funds. Recipient also agrees that LPEDC and City may place a lien against the property made the subject of this Agreement and located at 1802 West 0 Street, to secure repayment, if necessary, and may enforce this Agreement by any and all other remedies available in law and equity. ARTICLE V The term of this Agreement is for a period beginning on the date of approval by LPEDC and La Porte City Council, and ending three years from the date of the payment by the LPEDC of the last installment of the proposed cash incentive to Recipient made pursuant to Article 1 of this Agreement. ARTICLE VI Recipient shall provide to the LPEDC within sixty (60) days following each installment payment made pursuant to Article 1 of this Agreement. a report and full documentation showing that expenditures were made by Recipient pursuant to this Agreement and that the funds provided by the LPEDC pursuant to this Agreement were used only for the purposes authorized by this Agreement and Texas Revised Civil Statutes Anno. Art. 5190.6, Section 48, et seq. Recipient shall maintain books of account with correct entries of all expenditures that are made according to the terms of this Agreement and of any funds from other sources. Any and all books of account of Recipient shall be at all times open to the inspection of LPEDC or the City or any its officers or duly authorized agents. Upon such inspection, LPEDC, the City or its officers or agents shall be afforded the opportunity to make photographic copies of any and all documentation of books of account, including but not limited to statements of account relating to the disposition of funds provided by LPEDC under this Agreement and any funds 5 from other sources. Recipient shall maintain these books of account in Harris County for a period of three (3) years following receipt of the last cash incentive disbursement by the LPEDC, pursuant to Article I of this Agreement. Notwithstanding Article I, above, City shall be under no obligation to make any fund disbursements if the reports required under this Article have not been delivered to the LPEDC or City. ARTICLE VII Not later than October 31. 2008, and thereafter annually on the same date, for the term of this Agreement, Recipient shall provide to the LPEDC a written report of employment and other economic impact factors the Recipient's proposed business has generated for the City. Such report shall include Federal and State employment reports and monthly reports to the Texas State Comptroller. ARTICLE VIII This Agreement does not create any joint venture, partnership, or agency relationship between the LPEDC, City, and Recipient, it being the intent of the Parties that Recipient shall at all times be and operate hereinafter as an independent contractor. Recipient shall have exclusive control of, and the exclusive right to control the details of the work to be performed by Recipient hereunder and all personnel performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, subcontractors, program participants, volunteers, licensees, and invitees. In no event shall any person participating in or performing any of Recipient's duties or responsibilities hereunder be considered an officer, agent, servant, or employee of the LPEDC or City. ARTICLE IX Recipient agrees to assume and does hereby assume all responsibility and liability for damages sustained by persons or property, whether real or asserted, by or from the carrying on of work by Recipient or in the performance of services performed and to be performed by Recipient hereunder. Recipient covenants and agrees to, and does hereby indemnify, defend, and hold harmless LPEDC, the City and all their respective officers, agents, and employees from all suits, actions, claims, and expenses of any character, including attorney's fees, brought for or incurred on account of any injuries or damages, whether real or asserted, sustained by any person or property by or in consequence of any intentional or negligent act, omission, or conduct of Recipient, its agents, servants or employees. ARTICLE X This Agreement may be amended by the mutual agreement of the Parties hereto in writing to be attached to and incorporated into this Agreement. 6 ARTICLE XI Recipient shall adhere to all local, state, and federal laws and regulations that may affect its actions made pursuant to this Agreement, and shall maintain in effect during the term of this Agreement any and all federal, state, and local licenses and permits which may be required of Recipients generally. ARTICLE XII Recipient may not assign this Agreement without the written consent of LPEDC and City. ARTICLE XIII The waiver by LPEDC or City of any breach of any term, condition, or covenant herein contained shall not be deemed a waiver of any subsequent breach of the same, or any other term, condition, or covenant. ARTICLE XIV The obligations of the Parties to this Agreement are performable in Harris County, Texas and if legal action is necessary to enforce same, venue shall lie in Harris County, Texas. ARTICLE XV This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. ARTICLE XVI This Agreement may be executed in triplicate, each of which shall be deemed an original and constitute one and the same instrument. ARTICLE XVII Neither LPEDC, City nor Participant shall be required to perform any term, condition, or covenant in this Agreement so long as such performance is delayed or prevented by force majeure, which shall mean Acts of God, civil riots, floods, and any other cause not reasonably within the control of LPEDC, City or Recipient except as herein provided, and which by the exercise of due diligence LPEDC, City or Recipient is unable, wholly or in part, to prevent or overcome. 7 ARTICLE XVIII The Agreement embodies the complete agreement of the parties hereto, superceding all oral or written pervious and contemporary agreements between the Parties, which relate to matters in this Agreement. SIGNED AND AGREED to by LPEDC, City, and Recipient on the dates indicated below. LA PORTE ECONOMIC DEVELOPMENT CORPORTION i~~. ~~ Patricia Muston, President 1/, /~ -O/J Date . ATTEST 7rlM/~r4uI Secretary of the Corporation CITY OF LA PORTE, TEXAS ~~.~~ Alton Porter, Mayor /1-lc2-()7 Date ATTEST lfll~~ City Secretary 8 WESMOR CRYOGENIC MANUFACTURING, LTD. 1~~~^"'~ \ v "lI lof 4{n Date ATTEST ~~ 9 Exhibit A, page 1 TRACT I: BEING A 0.9668 (42,114 SQ. FT.) ACRE TRACT OF LAND OUT OF PARTS OF LOTS 1 THROUGH 8, AND ALL OF LOTS 9 THROUGH 16, IN BLOCK 788 OF TOWN OF LA PORTE, IN HARRIS COUNTY, TEXAS ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN VOLUME 58, PAGE 460 ET SEQ. OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS ON EXHIBIT "A" ATTACHED HERETO. TRACT II: LOTS 17 THROUGH 32, IN BLOCK 787, IN THE CITY OF LA PORTE, IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED IN VOLUME 58, PAGE 460 ET SEQ OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS. TRACT III: LOTS 1 THROUGH 8, IN BLOCK 787, IN THE CITY OF LA PORTE, IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED IN VOLUME 58, PAGE 460 ET SEQ OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, AND THE ADJOINING ABANDONED ALLEY AS VACATED, ABANDONED AND CLOSED BY THE CITY OF LA PORTE, BY ORDINANCE NO. 1138, A CERTIFIED COPY OF WHICH IS FILE FOR RECORD UNDER HARRIS COUNTY CLERK'S FILE NO. F978591. TRACT IV: THE EAST 9NE-HALF (E-1/2) OF THAT CERTAIN ABANDONED ALLEY AS VACATED, ABANDONED AND CLOSED BY THE CITY OF LA PORTE, BY ORDINANCE NO. 1138, A CERTIFIED COPY OF WHICH IS FILED FOR RECORD UNDER HARRIS COUNTY CLERK'S FILE NO. F978591, WHICH IS LOCATED WEST OF, ADJACENT TO AND ADJOINING THE WEST PROPERTY LINES OF LOTS 17 THROUGH 24, IN BLOCK 787 IN THE CITY OF LA PORTE, IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED IN VOLUME 58, PAGE 460 ET SEQ OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS. TRACT V: ALL THAT PORTION OF SOUTH SEVENTEENTH (17TH) STREET, LYING AND BEING SITUATED BETWEEN WEST "C" STREET AND WEST "0" STREET AND BETWEEN BLOCKS SEVEN HUNDRED EIGHTY-SEVEN (787) AND SEVEN HUNDRED EIGHTY-EIGHT (788), IN THE TOWN OF LA PORTE, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN THE OFFICE OF THE COUNTY CLERK OF HARRIS COUNTY, TEXAS, AS VACATED, ABANDONED AND CLOSED BY THE CITY OF LA PORTE, BY ORDINANCE NO. 1143, RECORDED IN HCCF # 20070127142. Exhibit A, page 2 TRACT I ALL THAT PARCEL OF LAND BEING A 0.9668 ACRE (42,114 SQUARE FEET) TRACT OF LAND OUT OF BLOCK 788, TOWN OF LA PORTE, AS RECORDED IN VOLUME 58, AT PAGE 460 ET SEQ., OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS; ALL THAT PARCEL OF LAND BEING A 0.9668 (42,114 SQUARE FEET ACRE TRACT OF LAND OUT OF BLOCK 788, TOWN OF LA PORTE, AS RECORDED IN VOLUME 58 AT PAGE 460 ET SEQ., OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, OUT OF THE JOHNSON HUNTER SURVEY, A 35, LA PORTE, HARRIS COUNTY, TEXAS, SAID 0.9668 ACRE TRACT BEING PART OF LOTS 1 THROUGH 7 BOTH INCLUSIVE, BLOCK 788 AS RECORDED, AS MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING AT A 5/8 INCH IRON ROD SET FOR THE NORTHWEST CORNER OF SAID LOT 1, BLOCK 788, TOWN OF LA PORTE, IN THE SOUTH RIGHT-OF-WAY LINE OF WEST "C" STREET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE NORTH LINE OF SAID LOT 1 AND THE SOUTH RIGHT-OF-WAY LINE OF WEST "C" STREET A DISTANCE OF 72.75 FEET TO A FENCE CORNER FOR CORNER; THENCE SOUTH 00 DEGREES 45 MINUTES 38 SECONDS EAST, A DISTANCE OF 153.42 FEET TO A 5/8 INCH IRON ROD SET FOR CORNER; THENCE SOUTH 88 DEGREES 50 MINUTES 17 SECONDS EAST, A DISTANCE OF 50.22 FEET TO A 5/8 INCH IRON ROD SET FOR CORNER IN THE EAST LINE OF LOT7, INTHE WEST LINE OF A 15 FOOT ALLEY; THENCE SOUTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE EAST LINE OF LOTS 7 THROUGH 16, A DISTANCE OF 245.57 FEET TO AN "X" SET IN CONCRETE IN THE NORTH RIGHT -OF- WAY LINE OF WEST "0" STREET; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST, ALONG THE SOUTH LINE OF SAID LOT 16 AND THE NORTH RIGHT-OF-WAY LINE OF WEST "0" STREET, A DISTANCE OF 125.00 FEET TO AN "X" SET IN CONCRETE FOR THE SOUTHWEST CORNER OF LOT 16; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS WEST, ALONG THE WEST LINE OF LOTS 16 THROUGH 1, BOTH INCLUSIVE, A DISTANCE OF 400.00 FEET TO THE POINT OF BEGINNING. ECONOMIC DEVELOPMENT INCENTIVES GRANT AGREEMENT COUNTY OF HARRIS 9 9 9 STATE OF TEXAS THIS ECONOMIC DEVELOPMENT INCENTIVESA S3RANT AGREEMENT hereinafter "Agreement" is made by and entered into this .11!L day of fJo-Yff/l.fJ~1 ' 2007 between the City of La Porte, Texas, a Texas home-rule municipal corporation hereinafter referred to as "City", and WesMor Cryogenic Manufacturing, LTD., hereinafter referred to as "Owner". RECITALS: Whereas, the City is authorized, pursuant to Chapter 380 of the Texas Local Government Code, to establish and provide for the administration of one or more programs, including programs for making loans and grants of public money, to promote state or local economic development and to stimulate business and commercial activity in the City; and Whereas, Owner proposes to establish a cryogenic tank and vessel manufacturing facility at 1802 West 0 Street, La Porte, Texas 77571 which is located within the city limits of the City of La Porte, Texas; and Whereas, it is anticipated that Owner's business will employ additional personnel thereby creating new employment opportunities in the City as well as generating a new source of sales tax revenues; and Whereas, to encourage Owner to establish such offices for its cryogenic tank and vessel manufacturing business within the City of La Porte, Texas the City desires to grant Owner, under the terms and conditions set forth in this Agreement, a certain grant of public money consisting of a payment to Owner of funds from the collection of sales tax revenues that are generated by said business within the City of La Porte, Texas. NOW, THEREFORE, in consideration of the mutual benefits and premises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I 1. Authorization. This City is authorized to enter into this Agreement pursuant to Section 380.001, et seq. of the Texas Local Government Code. 2. Definitions. "Sales Tax" means the tax that is charged by the Owner on the sale of taxable goods and services in the scope of their business transactions which is transmitted to the State Comptroller for sales tax purposes on a monthly basis. 3. Development Incentives. Grant of Public Money. 1 a. The City agrees to grant a sum of public money to Owner from the annual sales tax revenues that are generated from Owner's business operations at its proposed cryogenic tank and vessel manufacturing facility at 1802 West 0 Street, La Porte, Texas 77571 within the City of La Porte, Texas. b. The Owner will be required to provide to the City proof that the sales tax benchmarks established in Table A, below, have been met when requesting a payment from the City by providing a copy of their monthly Sales Tax Report which is required by law to be filed with the State Comptroller's Office. Further, Owner understands that a yearly audit will be conducted by the City of La Porte and Owner agrees to cooperate fully with such audit. c. Three (3) equal payments of $20,000.00 will be paid at the end of each 12 month period during the term of this Agreement, upon submittal of written proof that Owner has satisfied the sales tax benchmarks in Table A, provided that such written proof is submitted at least one month in advance of the end of the 12 month period. Should the Owner exceed the yearly benchmarks established in Table A, Owner may make written request of City to accelerate payments based upon the established benchmarks in Table A. However, it is understood by Owner that the City is under no obligation to accelerate the payments if it determines that the request is not financially feasible for the City. Further, in no event shall the total payments made to the Owner by the City exceed $60,000.00 Table A Pa ment 1 Pa ment 2 Pa ment 3 Payment b Cit Minimum Taxable Sales by Owner $20,000.00 $20,000.00 $20,000.00 $3,000,000.00 $5,000,000.00 $5,500,000.00 d. All payments during the term of this Agreement are contingent upon the Owner attaining the benchmarks in Table A as they relate to the annual sales tax revenues generated by the Owner and payable to the City through the collection of sales tax revenue collected by the State Comptroller's Office. e. The initial payment request by Owner may be made anytime after the attainment of the first established sales tax benchmark listed in Table A above, but in no event shall Owner have more than 12 months from the effective date of this agreement to satisfy the first established sales tax benchmark and make a request for payment. Should Owner fail to satisfy the first established sales tax benchmark within the time specified in this paragraph then this Agreement shall automatically terminate and all obligations and/or liabilities of City under the Agreement shall become void and of no effect. Furthermore, Owner shall have no more than 12 months from the date of any previous payment by City to satisfy the next sales tax benchmark under Table A and make a request for payment. 2 Should Owner fail to satisfy the subsequent sales tax benchmarks within the time specified in this paragraph then this Agreement shall automatically terminate and all obligations and/or liabilities of City under the Agreement shall become void and of no effect. In the case where Owner does so qualify, subsequent payments may be requested in accordance with the terms in Article 1, Section 3 c., above. In all cases where request for payment is made, City shall have a reasonable period of time to independently verify that Owner has satisfied established sales tax benchmarks, before payment is made. 4. Representations and Warranties. The City represents and warrants to Owner that this Agreement is within the scope of its authority and the provisions of its charter and that it is duly authorized and empowered to enter into this Agreement. Owner represents and warrants to the City that it has the requisite authority to enter into this Agreement. 5. The term of this Agreement is for a period beginning on the date of final approval by the last party to execute same, and ending three years from the date of the last payment made by the City to the Owner, pursuant to this Agreement. 6. Attorney Fees. In the event any legal action or proceeding is commenced to enforce or interpret provisions of this Agreement, the prevailing party in any such legal action shall be entitled to its reasonable attorney fees and expenses incurred by reason of such action. 7. Statutes and Ordinances. Nothing in this Agreement shall alter Owner's obligation to comply with all state statues, local ordinances, rules and regulations related to this Agreement. 8. Section Names, other Headings, and Construction. Section names or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references to the singular shall include the plural, and to the plural the singular. 9. Severability. If for any reason any provision of this Agreement is held to be invalid by a court of competent jurisdiction, such holding shall not affect, impair or invalidate the remainder of the Agreement but shall be confined in its operation to the specific provision of this Agreement held invalid, and the invalidity of any provision of this Agreement in anyone or more instances shall not affect or prejudice in any way the validity of this Agreement in any other instance. 10. Amendment. This Agreement may only be amended, altered, or revoked by written instrument signed by Owner and the City. 11. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. Owner may assign all or part of its rights and obligations under this Agreement to any successive Owner of the development, except that during the term of this Agreement, Owner shall provide the City with ten days' written notice prior to any such proposed ownership transfer, including the name, address, business telephone number and contact person for such proposed new Owner. 3 12. Notice. Any notice and/or statement required and permitted to be delivered shall be deemed delivered by depositing same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing: Owner: WesMor Cryogenic Manufacturing, L TO. 1820 West 0 Street La Porte, Texas 77571 The City: Mayor City of La Porte 604 W. Fairmont Parkway La Porte, Texas 77571 13. Interpretation. Regardless of the actual drafter of the Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more strongly for or against any party. 14.Applicable Law. This Agreement is made and shall be construed and interpreted in accordance with the laws of the State of Texas and venue of any cause of action to enforce this Agreement must be brought in Harris County, Texas. 15. Counterparts. This Agreement shall be executed in duplicate, each of which shall be considered an original, but all of which shall constitute one instrument. By '4\L--~~ Owner Attest:~~ IO(4={Ol ~~y~ Date: By: Alton Porter, Mayor Attest: ~atd r-c fl,p); Martha Gillett, City Secretary Date: / I' I J -'0 7 Approved: {{t~r fI~~';1 Clar Askins, Assistant City Attorney 4 4 City of La Porte Interoffice Memorandum Date: All LPEDC Board Members Gretchen Bla~rMf John Joems, ACU~ October 31, 2007 To: From: Through: Subject: Sealed RFP #08501 - Website Design The bids for the economic development website design are in and have had a preliminary review by the Purchasing Manager and her staff. In reviewing the submittals we feel that we have encountered some issues that perhaps make it necessary to reject all the bids and start anew. We also discussed the issues encountered with the selection committee which included members from the Purchasing, GIS, and MIS Departments as well as VP Matuszak and they concurred with our findings. As you may know, the purchasing department places the RFP's on the city website for others to download but unfortunately at the time of this RFP there was not a system in place to confirm and track who has downloaded the information. This became an issue with the RFP because we did have a clarification/amendment to the RFP after the pre- bid meeting which was therefore, not provided to everyone. The Purchasing Department has since corrected this issue. There were also a number of vendors who thought that this RFP was a refurbishment of the city site and not a new section/site for the economic development office. We also felt that we did not receive a wide enough range of companies who have created city websites and more importantly ED websites to allow the Board to select from. We also discussed that there may be a silver lining in this process in that if we are able to meet with the Assistant City Manager and City Manager perhaps we can explore a possible refurbishment of the city website in conjunction with the ED site. This should allow us to obtain an over all more cohesive look for both and perhaps it could even be expanded to incorporate the Main Street Program as well thereby reducing overall expenses for all the funds. Of course we understand that budget constraints will have to be taken into account but felt we would be remiss not to mention that option for their consideration and recommendation to the Board. The recommendation of the Committee at this time is to resolve the issues encountered with the RFP, allow staff to meet with the City Manager, Assistant City Manager and the Finance Director to explore the options related to expanding the scope of work and report back accordingly for action by the Board at a meeting in the near future. c: Ron Bottoms, City Manager