July Board Meeting Documents

PASADENA ECONOMIC DEVELOPMENT CORPORATION
1149 Ellsworth Drive
Pasadena, TX 77506

PASADENA ECONOMIC DEVELOPMENT CORPORATION
NOTICE

TAKE NOTICE that the Board of Directors (“the Board”) of the Pasadena Economic
Development Corporation will hold a Pre-Board meeting at 3:00 p.m. and a Board meeting
immediately following the Pre-Board Meeting, in the Pre-Council Conference Room, 1149
Ellsworth Drive, Pasadena, Texas, on Thursday, July 25, 2019. At such meeting, the Board will
consider the following matters:

BOARD MEETING AGENDA

1. Call to order.

2. Invocation.

3. Pledges of Allegiance.

4. Consideration of approval of minutes from the meeting held on June 27, 2019.

5. Public Comments.

6. Presentations

a. Corridor Development - Pasadena Blvd.

7. Financial Status Report by Tammy Lehew from the City Controller’s Office.

8. Project Status Update from Robin Green, Director of Public Works.

9. Report by Executive Director.

10. Board Actions – Resolutions.

a. Consideration to approve the Financial Report of Investment Activities for the
Fiscal Quarter ended June 30, 2019.

b. Consideration to approve the in-kind donation of remaining bricks, marble and
other salvageable items from the implosion of First Pasadena Bank building to
the City of Pasadena.

c. Consideration to authorize Staff to negotiate and execute an Economic
Development Service Agreement with Bay Area Houston Economic

PEDC Meeting Agenda: 7/25/2019 1 of 2

Partnership (BAHEP) in an amount of $35,000.00. Funding subject to City
Council Approval of FY 20 Budget.

d. Consideration to authorize Staff to negotiate and execute a Letter of
Engagement with Olson & Olson, LLP for legal services.

e. Consideration to authorize Staff to execute an Incentive Agreement with H +
M Industrial EPC for eligible public infrastructure improvements in an amount
not to exceed $300,000.00.

11. Comments by Board Members.

12. Executive Session.

a. Convene in executive session pursuant to Section 551.087, Texas Government
Code to deliberate regarding economic development negotiations for Business
Attraction/Retention Projects.

13. Reconvene Into Regular Session.
The Board will reconvene into Regular Session, pursuant to the provisions of
Chapter 551 of the Texas Government Code, to take any action necessary
regarding:

a. Deliberation regarding economic development negotiations for Business
Attraction/Retention Projects.

14. Adjournment.

PEDC Meeting Agenda: 7/25/2019 2 of 2

PASADENA ECONOMIC DEVELOPMENT CORPORATION

Pre-Board Meeting

Conducted in the Pre-Council Conference Room at City Hall

June 27, 2019, 3:00 p.m.

Minutes

Members present: Members Absent:
Steve Cote, President
Rick Lord, Vice President
Emilio Carmona, Secretary
Marilyn Wilkins, Treasurer
Steve Phelps
Ernesto Paredes
Salvador Serrano, Jr.

Others Present:
Jeff Moore, Brown & Hofmeister, LLP (via conference call)
Carlos Guzmán, Pasadena EDC Executive Director
Rick Guerrero, Pasadena EDC Manager
Suzette McDowell, Pasadena EDC Marketing Manager
Robin Green, Public Works Director
Karina Tomlinson, PEDC Assistant Secretary

Call to Order
The Pre-Board meeting for the June 27, 2019 Pasadena Second Century Corporation d/b/a
Pasadena Economic Development Corporation was called to order at 3:00 p.m. by President,
Steve Cote.

(4) Approval of Minutes
 Steve Phelps asked if we could revise the minutes and add that EDC Counsel advised
that it was ok for Marilyn to vote on the item regarding Bass & Meineke.
 Steve Cote asked Jeff Moore how he should word the motion and Jeff responded that
the motion would be to “approve as revised.”

Pre-Board meeting Adjourned at 3:03 pm. 1 of 5
PEDC Meeting Minutes: 6/27/2019

PASADENA ECONOMIC DEVELOPMENT CORPORATION
Board Meeting

Conducted in the Pre-Council Conference Room at City Hall
June 27, 2019, 3:03 p.m.
Minutes

Agenda Item One: Call to order, roll call.
The Board meeting on June 27, 2019 for Pasadena Economic Development Corporation was
called to order at 3:03 pm by President, Steve Cote.

Agenda Item Two: Invocation.
Invocation given by Emilio Carmona, Board Secretary.

Agenda Item Three: Pledge of Allegiance.
Pledges led by Marilyn Wilkins, Board Treasurer.

Agenda Item Four: Approval of Minutes
Chairman, Steve Cote called for a motion to approve the minutes from the meeting held on
May 23, 2019. Steve Phelps moved to approve the minutes as revised seconded by Rick Lord,
MOTION CARRIED UNANIMOUS.

Agenda Item Five: Public Comments
No public comments were given by those in attendance.

Agenda Item Six: Public Hearing
Public Hearing opened at 3:04 pm.

a. Consideration to approve and adopt the Proposed FY 20 Operating Budget.
 No comments were made by those in attendance.

Public Hearing closed at 3:05 pm.

Agenda Item Seven: Project Status Update from Robin Green, Director of Public Works
Robin stated that the recent weather conditions caused a lot of work to stop the last 30 days.
Utility Developments continue to work on Preston and on Red Bluff. He asked if Carlos was going
to talk about the high rise so he skipped over to Pasadena Blvd project. There was a meeting
yesterday with the Harris County ROW group and we are down to 4 properties that have to be
condemned of the 58 in total. They are still talking about 2020 being the begin of construction.
Richey Rd is ahead of schedule in time and dollars. They are looking at putting some decorative
lighting down Richey. May also replace the street signs down there with something like a corridor
concept. This just came up 2 hours ago. Specifically Richey Elementary was discussed to possibly
have some of the elementary kids do some art work to brighten up the area. Steve Cote asked
where this came from or if it was just discussion. Carlos responded that it was just discussion;

PEDC Meeting Minutes: 6/27/2019 2 of 5

staff input and some elected officials that want to see something more than just the road. Shaw
Street construction was awarded, but we have not given the notice to proceed because there are
some configurations that are being updated. Traffic Mobility Improvements continue to move
along. The Fairmont Waterline they finally made all the tie ins and will finish up in a couple of
weeks.

Agenda Item Eight: Report by Carlos Guzman, Executive Director
Carlos directed the Board to tab number 5 pointing out the Activity Report showing staff activity
for the month. He continued with the PowerPoint and started with the Bank Building demolition.
The official press release including implosion date will be released next week. Staff is working on
the details with D.H. Griffin. There has been a lot of media coverage, and as a result we have
been contacted by a big network show that focuses on the science behind the implosion of a site.
Marilyn Wilkins asked if there is a chance we could have the recording to put on our media
channels. Steve Cote added that we will have drones recording as well so we’ll have a nice video.
Carlos continued by saying that it’s still all very preliminary and in discussions, but that could
definitely be discussed with the show if it works out. There are many items coming up in the next
couple of months. The BAHEP contract is up for renewal so expect that to come to the Board for
approval next month or the month after. TIP Strategies will also be coming by for a “Report Card”
to see how we are doing and to keep us accountable. We are wrapping up the Pasadena Blvd.
Enhancement project so Clark Condon will also be doing a presentation as far as things that we
can do to move the needle and improve the quality of life for the residents of North Pasadena.
Cristina Womack shared a brief update of the IMPACT Pasadena program. She stated that the
class is narrowing down their project and they hope to be able to present soon. They hope to
attend the August Board meeting to hear from TIP as well and to have a chance to see the Board
meeting. Upcoming events: Staff Sales Tax Workshop will be upcoming possibly in July with our
own legal counsel, Jeff Moore conducting the class. On July 23rd there will be a legislative wrap
up session reception hosted by BAHEP so if anyone is interested please let us know. (At this time
Salvador Serrano stated he would like to attend.) There will be no July vacation! With the
implosion of the Bank Building, people have been asking where they can get a brick as a
memento. Because of this the City is thinking that since the EDC owns the property, the Board
needs to take action to say, “We want to donate bricks to the City.” The City will then sell the
bricks and all of the proceeds will benefit the Pasadena Historical Society. Marilyn asked if there
was an idea of how many bricks there are? Suzette replied that the answer would not be known
until the building comes down and then we will be able to determine what is salvageable. Marilyn
commented that with the Pasadena Blvd. Enhancement project if there was a way to make
crosswalks or memorialize the skyscraper in some way. There was some joking about that
sounding like a Steering Committee. Carlos added that the EDC counsel stated that the action is
not necessary, but with the way the City functions, they want Board action, which will be at the
next meeting. There are other things that we need to talk about that warrant having the July
meeting so the vacation will be kept for later in the year.

Agenda Item Nine: Board Action – Resolutions.
a. PEDC RESOLUTION 19-021 – Consideration to approve and adopt the Proposed FY
20 Operating Budget.

PEDC Meeting Minutes: 6/27/2019 3 of 5

Rick Lord made a motion to approve and adopt the Proposed FY 20 Operating
Budget, Ernesto Paredes seconded that PEDC Resolution 19-021 be passed,
approved and adopted. MOTION CARRIED UNANIMOUS.

Agenda Item Ten: Comments by Board Members.
Rick Lord – No comments.
Salvador Serrano, Jr. – Stated that IMPACT is a great program. “If you know anybody who wants
to sign up for it, it’s an amazing program, life changing. Ken Phelps, Melinda Torrison, Rick,
Cristina and her team have done an amazing job to make our experience awesome. I entered
with a bunch of strangers and walked out with a family.” Steve Cote then asked what date they
need the next applicants by to which Cristina responded with some details and finalized by saying
that announcement of the next class as well as the graduation of the current class will be at the
Chamber’s Annual Gala on December 12th.
Marilyn Wilkins – “As I was leading the pledges it occurs to me that we are about to have July
the 4th and I’m just really proud and happy to be an American and I think everyone else in the
room probably is too so I’m just being thankful.”
Emilio Carmona – No comments.
Ernesto Paredes – Stated he enjoyed the conference attended. “One point there is that this
department has done so much in such a short period of time and there are some awards out
there that they need to apply for because more than likely they will get them. The IMPACT
program, the collaboration with industry and businesses. It took 20 years to get the building and
all of that is a big accomplishment and we need to look into that so they can recognize us.”
Steve Phelps – Passed; stated that it’s his wife’s birthday and he appreciated the short meeting.
That his wife would appreciate it too.
Steve Cote – “In light of seeing BAHEP’s legislative wrap up coming up, a few of us came back
from the Economic Alliance wrap up with representatives and it was good to get an update and
hear from all the senators and state reps. It was a good program out there at the convention
center. I hope everybody got a copy of the Annual Report, I think Suzette did a good job.”

Agenda Item Eleven: Executive Session
**NOTE** 3:21 PM – At this time, President Steve Cote announced that the Board would
be “going behind closed doors” for an Executive Session.

Convene in executive session pursuant to Section 551.087, Texas Government Code to
deliberate regarding economic development negotiations for Business Attraction/Retention
Projects.

a. Convene in executive session pursuant to Section 551.072, Texas Government Code to
deliberate the purchase, exchange, lease or value of real property – Project #1901.
 Project not discussed.

b. Convene in executive session pursuant to Section 551.072, Texas Government Code to
deliberate the purchase, exchange, lease or value of real property – Project #1902.

c. Convene in executive session pursuant to Section 551.072, Texas Government Code to
deliberate the purchase, exchange, lease or value of real property – Project #1904.

PEDC Meeting Minutes: 6/27/2019 4 of 5

d. Convene in executive session pursuant to Section 551.087, Texas Government Code to
deliberate regarding economic development negotiations for Business
Attraction/Retention Projects – Project #1905.

Agenda Item Twelve: Reconvene into Regular Session
**NOTE** 4:16 PM – At this time, President Steve Cote reconvened the Board Meeting.

The Board will reconvene into Regular Session, pursuant to the provisions of Chapter 551 of the
Texas Government Code, to take any action necessary regarding:

a. Deliberation regarding economic development negotiations for Business
Attraction/Retention Projects.
 No action.

b. Deliberation regarding economic development negotiations for Business
Attraction/Retention Projects – Project #1901.
 No action.

c. Deliberation regarding real property – Project #1902
 No action.

d. Convene in executive session pursuant to Section 551.072, Texas Government Code to
deliberate the purchase, exchange, lease or value of real property – Project #1904.
 No action

e. Convene in executive session pursuant to Section 551.087, Texas Government Code to
deliberate regarding economic development negotiations for Business
Attraction/Retention Projects – Project #1905.
 No action.

Agenda Item Thirteen: Adjournment.
President, Steve Cote called for a motion to adjourn the June 27, 2019 meeting at 4:17 pm.
Rick Lord moved, seconded by Ernesto Paredes. MOTION CARRIED UNANIMOUS.

PEDC Meeting Minutes: 6/27/2019 5 of 5

TO: Board of Directors

FROM: Carlos Guzman
DATE: July 19, 2019
SUBJECT: Corridor Development - Pasadena Blvd

SUMMARY: The Strategic Plan identified Pasadena Blvd as a major thoroughfare presenting
key opportunities to change the current nature of Historic Pasadena. Pasadena EDC will be
spending approximately $11.75M for the reconstruction of the road (in addition to the $6.6M
County participation) in its CIP. Due to changing market dynamics, Staff is looking for ways to
leverage these investments to ensure that the area is revitalized to its full potential. With this in
mind, Staff has been working with Public Works to incorporate the suggestions to the final
design.

A representative from Clark Condon will be in attendance presenting a draft of their
recommendations.

STRATEGIC PLAN JUSTIFICATION: Section 4.3 – Leverage public investments to stimulate
private sector investments along major commercial
corridors in the City.

CURRENT ACTION: N/A

PRIOR ACTION: At the February 2019 meeting, the Board was given an
update by a representative from Clark Condon.

BUDGET FUNDING: N/A

ATTACHMENTS: N/A

Pasadena EDC Activity Report

Date Activity Purpose

EDC Director toured brand new $17M Convention Center in HRL, TX and

06/21/19 Staff toured Harlingen Convention Center got ideas regarding different funding possibilities.

Staff attended GHP's UpSkills Conference; speakers at the conference

addressed challenges across various industries on workforce

Staff attended the UpSkill Works development. The need for a skilled workforce is critical for future

6/25/2019 Conference hosted by GHP employement needs.
Staff attended the Legistative Luncheon to hear from eight State Elected

Staff attended the Economic Alliance 2019 Officials on what went on in the last session. We were able to hear from

6/27/2019 Legislative Wrap Up Luncheon all officials on what Bills they sponsored and worked on.

Staff met with City Staff for initial planning Staff has had numerous meetings with other Departments and

7/1/2019 of Bank Building Implosion contractors to coordinate the implosion of the Bank Building.

Staff met with City Staff and D.H. Griffin for Staff has had numerous meetings with other Departments and
Day-of Logistics and Communications of contractors to coordinate the implosion of the Bank Building.
7/10/2019 the Bank Building implosion

Staff & Councilmember toured La Gran EDC Director and CM Ybarra conducted a tour of La Gran Plaza in Fort
7/13/2019 Plaza Mall in DFW WStaofrftha.ttended and shared information regarding the upcoming
implosion of the Bank Building.  Also provided updates to the permitting
Staff attended Pasadena Chamber Board process within the City of Pasadena.
7/15/2019 of Directors Meeting

Staff met with City Staff and 3rd parties to Staff has had numerous meetings with other Departments and
7/16/2019 discuss details of Bank Building implosion contractors to coordinate the implosion of the Bank Building.

Staff met with City Staff to finalize details of Staff has had numerous meetings with other Departments and

7/19/2019 Bank Building implosion contractors to coordinate the implosion of the Bank Building.

TO: Board of Directors

FROM: Carlos Guzman

DATE: July 19, 2019
SUBJECT: Investment Portfolio Summary: Second Quarter 2019

SUMMARY: The attached information comprises the quarterly investment report for the
Pasadena Economic Development Corporation for the quarter ended June 30, 2019 as signed
by the City Controller. The Corporation’s Investment Portfolio has been and is compliant with
the policies and strategies as contained in the Corporation’s Investment Policy as adopted by
the Pasadena Economic Development Corporation and also with the Public Funds Investment
Act of the State of Texas.

CURRENT ACTION: Accept quarterly Investment Portfolio Summary.
BUDGET FUNDING: N/A
ATTACHMENTS: 1 – Draft Resolution
2 - Investment Portfolio Summary – As of June 30, 2019

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PASADENA
ECONOMIC DEVELOPMENT CORPORATION, A TYPE B ECONOMIC
DEVELOPMENT CORPORATION AND A TEXAS NON-PROFIT
CORPORATION, APPROVING THE INVESTMENT PORTFOLIO
SUMMARY FOR THE QUARTER ENDING JUNE 30, 2019 ; AND

PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE.

WHEREAS, the Pasadena Economic Development Corporation is a Type B economic

development corporation operating pursuant to Chapter 505 of the Texas Local Government Code,
as amended (hereinafter referred to as the “PEDC”); and

WHEREAS, the Board of Directors of the PEDC approves the quarterly Investment
Portfolio Summary, a copy of which is attached hereto as Exhibit A, and is incorporated herein for
all purposes.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE PASADENA ECONOMIC DEVELOPMENT CORPORATION, THAT:

Section 1. FINDINGS INCORPORATED

That the foregoing recitals are hereby found to be true and correct findings of the PEDC
and are fully incorporated into the body of this Resolution.

Section 2. APPROVING QUARTERLY INVESTMENT PORTFOLIO SUMMARY

That the Board of Directors of the PEDC do hereby approve the Investment Portfolio
Summary, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all
purposes.

Section 3. EFFECTIVE DATE

This Resolution shall become effective immediately upon its passage.

PASSED, APPROVED AND ADOPTED by the Board of Directors of the Pasadena

Economic Development Corporation, on this the day of

, 2019.

APPROVED:

Steve Cote, President

ATTEST:

Emilio Carmona, Secretary

Exhibit A
Investment Portfolio Summary

Page 2





TO: Board of Directors

FROM: Carlos Guzman
DATE: July 19, 2019
SUBJECT: First Pasadena Bank Building Bricks, Marble & Salvageable Items Donation

SUMMARY: In order preserve the historical side of the First Pasadena State Bank Building after
its implosion, the Pasadena EDC Staff recommends that the board donate the remaining
bricks, marble and other salvageable items to the City of Pasadena. By taking this action, City
of Pasadena Staff will be able to repurpose any materials in the new Courthouse, as well as
donate bricks to the Historical Society. City of Pasadena policy requires that the EDC, as the
owner of the property, authorizes the donation.

STRATEGIC PLAN JUSTIFICATION: N/A
CURRENT ACTION:
Board of Directors to approve the in-kind donation of
PRIOR ACTION: remaining bricks, marble and other salvageable items
BUDGET FUNDING: from the implosion of First Pasadena Bank building to the
ATTACHMENTS: City of Pasadena.

N/A

N/A

N/A

TO: Board of Directors

FROM: Carlos Guzman

DATE: July 19, 2019
SUBJECT: Bay Area Houston Economic Partnership (BAHEP) Service Agreement Renewal

SUMMARY: The Strategic Plan identified a need to continue to work closely with regional
economic development organizations like Bay Area Houston Economic Partnership. BAHEP is
active in areas that are of importance to the long- term economic health of the region and
Pasadena. For example, BAHEP is active in the promotion of aerospace in the region
(Ellington), public policy initiatives (coastal spine project) and core business
recruitment/retention initiatives.

BAHEP’s contract has been negotiated as an annual contract for FY2020. Staff recommends
the approval of an economic development services contract.

STRATEGIC PLAN JUSTIFICATION: Section 1.1.4 – Ensure Pasadena is “at the table” in
regional economic development marketing efforts
CURRENT ACTION: alongside the Port of Houston, Ellington Airport, Houston
Hobby Airport, the Greater Houston Partnership and Bay
PRIOR ACTION: Area Houston Economic Partnership.
BUDGET FUNDING:
ATTACHMENTS: Authorize Staff to negotiate and execute an economic
development services contract with Bay Area Houston
Economic Partnership (BAHEP) in an amount of $35,000.00
subject to City Council approval of FY 20 Budget.

N/A

9949-7109 Membership and Dues

1 - Draft Agreement

Proposal
To

Pasadena Economic Development Corporation
For

Economic Development Services
FY2020

Submitted
by

Bay Area Houston Economic partnership
P.O. Box 58724

Houston, TX 77258-8724

May 10, 2018

Page 1|6

“EXHIBIT A”

PURPOSE

As the Pasadena Economic Development Corporation (PEDC) continues to focus on
diversifying and expanding the economy, Bay Area Houston Economic Partnership
(BAHEP) looks forward to continuing its partnership with the PEDC and assisting in the
implementation of its economic development strategic plan to guide programs and
investments. Specifically, BAHEP will work with the PEDC to achieve its five major goals
in the strategic plan: Marketing and Image, Business Development, Workforce, Catalyst
Projects, and Tourism and Retail.

BAY AREA ECONOMIC PARTNERSHIP

BAHEP is a 501 (c)(6) not for profit organization focusing on the growth of the region
through retention, expansion and recruitment of jobs and commerce. The current service
area includes the City of Pasadena and the Bayport Industrial District on the east, City of
Houston on the north, the City of Friendswood on the west, and City of Dickinson and
Galveston County on the south. The region encompasses parts or all of fourteen cities and
parts of Harris and Galveston counties. The population of Bay Area Houston is estimated
to be more than 631,000, with a workforce of 325,000.

BAHEP has 260+ member companies, municipalities, and organizations who reside in
Harris and Galveston counties, including the cities of Pasadena, Clear Lake Shores,
Dickinson, El Lago, Friendswood, Houston, Kemah, La Porte, League City, Morgan’s
Point, Nassau Bay, Seabrook, Taylor Lake Village and Webster. Private and public
companies include those in the aerospace, healthcare, maritime and specialty chemical
industries, as well as real estate brokers and developers, banks and academic institutions.

The Bay Area Houston Economic Partnership’s economic development model, tested and
refined over the decades, starts with people and partnerships – the members and their
respective organizations collaborating in the best interests of the region. As issues and
opportunities arise, BAHEP brings people from differing perspectives together to craft the
proposals, plans, and processes that result in the successes BAHEP has reaped over the
years.

From traditional economic development activities – job and wealth creation – to active
development of regional, industry, and community partnerships necessary to sustain
economic vitality, BAHEP has been the region’s go-to organization. That responsibility
has been taken seriously. The four most crucial factors for that long-term success have
been a) championing education and workforce development, b) building trusted alliances
across all governmental agencies, c) advocating for those programs and policies that affect

Page 2|6

the overall business environment, and d) fostering an environment that is balanced –
business-friendly, while also supporting an exceptional quality of life.

FUNDING USES

Funding will be used specifically for the economic development services stated below:

“Deliverables”

BAHEP’s 2017-2021 strategic plan supports the recruitment, expansion, and retention of jobs
and wealth creation across, but not limited to, the region’s five core industries: a) healthcare,
b) maritime and logistics, c) specialty chemical, d) tourism and recreation, and e) aerospace
and aviation. This strategic plan calls for a program of work which directly supports the main
goals of the PEDC’s strategic plan:

1. Marketing and Image: BAHEP will collaborate with PEDC on marketing and
image improvements which will generate new economic development and business
growth opportunities for the City of Pasadena. BAHEP will include the PEDC and the
City of Pasadena in development of marketing materials, including regional marketing
documents.

BAHEP will market the City of Pasadena by including the city in specific
communications initiatives, as follows:

Inclusion of City of Pasadena material on the BAHEP website.
Inclusion of City of Pasadena in electronic newsletters.
Inclusion of City of Pasadena in BAHEP printed materials.

BAHEP will publish its Business Development Update newsletter three to four times
each year based on current activity. This newsletter details new development in
office, industrial, commercial, retail, residential, infrastructure, academia and roads.
It is distributed to 9,000 readers directly who then further distribute it company-wide.
It is posted on BAHEP’s Facebook page and is sent directly to media outlets such as:
Houston Chronicle, Galveston Daily News, Wright Review, Bisnow, Guidry News,
France Publications, and others.

BAHEP maintains its ‘Hot Projects’ real estate presentation on an on-going basis,
which includes information on the City of Pasadena. This presentation is given to
real estate groups throughout the year.

Every other year, BAHEP hosts a ‘Business Development Reception’ and invites
Houston area developers, commercial brokers and lenders, and media to hear an in-

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depth overview of the Bay Area Houston economy and available real estate
opportunities. A complementary display table will be provided to PEDC at this
event.

2. Business Development: BAHEP will work with the PEDC to identify new business
opportunities within, but not limited to, the City of Pasadena’s key targeted industries
(i.e. - healthcare, logistics, specialty chemical, tourism, retail, aerospace and aviation,
including opportunities for the Houston Spaceport at Ellington Airport. This business
development effort will include business retention and expansion projects as well as
company relocations which potentially could site in the City of Pasadena. BAHEP will
maintain a prospect log of all such new business opportunities which will contain
information such as: overall project description, number of jobs created, investment
levels, real estate requirements, source of lead, and contact information. The prospect
log will be reviewed with PEDC representatives during BAHEP’s quarterly Prospect
Review meeting and as requested by the PEDC.

BAHEP and PEDC understand that, in many cases, identified prospects may request
complete confidentiality with respect to their company name, names of individuals and
their specific plans and further agree that where such confidentiality is requested, it
will be maintained by all parties, subject to the requirements of applicable law.

BAHEP shall invite the PEDC staff to four business workshops, seminars or related
programs each year to facilitate networking and business development opportunities.

3. Workforce Development: Collaborate with the PEDC, industry and academia to
identify workforce needs, programs and actions, especially for the city’s minority
population. Specifically, BAHEP will work with the San Jacinto College District,
Houston Spaceport, University of Houston at Clear Lake, East Harris County
Manufacturers Association, Bay Area Houston Advanced Technology Consortium
(BayTech) and professional organizations to achieve these objectives. BAHEP will
work with the Houston Spaceport and San Jacinto College to develop its EDGE Center,
a potential research and workforce development center.

BAHEP will convene regular meetings and affiliated initiatives of its Aerospace
Advisory Committee, its Education and Workforce Development Committee, its
Healthcare Committee, and its International Maritime Advisory Committee. All four
of these committees directly address workforce and workforce development issues on
an ongoing basis. PEDC representatives will be invited to attend these meetings.

4. Catalyst Projects: Provide assistance to the PEDC, as requested, to meet its goal.

5. Tourism and Retail: BAHEP will collaborate with the PEDC on developing its
tourism industry. This will include, but not be limited to, working on the new concepts
for the convention center and surrounding real estate to meet its goal.

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BAHEP attends the International Council of Shopping Centers (ICSC) Texas Retail
Roundup trade show annually and hosts a booth to exhibit Bay Area retail
opportunities. PEDC will be invited to attend and participate in this trade show.

Further, BAHEP regularly attends the ICSC Houston chapter events throughout the
year where it has the opportunity to highlight retail opportunities in Pasadena.

In addition to assisting in accomplishing the main goals of the PEDC strategic plan
listed above, BAHEP proposes to provide eight more overarching services:

6. Advocacy: BAHEP shall advocate for local, state and federal programs, public
policy and initiatives that directly benefit the City of Pasadena. Specifically, BAHEP
will conduct the following advocacy programs:

Storm Surge Protection – protection for the City of Pasadena and the greater
Houston/Galveston region with a Coastal Spine

National Flood Insurance Program – collaborate with the Coalition for
Sustainable Flood Insurance to ensure equitable insurance requirements and
rates for residents in the City of Pasadena

NASA Programs and Budget – lead advocacy initiatives that preserve NASA
Johnson Space Center’s budget and workforce, such as the annual Citizen’s for
Space Exploration to Washington, D.C., to meet with congressional members
on the importance of NASA to the nation’s economy and national security.

This activity benefits the City of Pasadena’s second-largest employer, The
Boeing Company.

Bay Area Houston Advanced Technology Consortium – collaborate with
BayTech on development of new business relating to the NASA Johnson Space
Center facilities and laboratories, which will benefit the City of Pasadena by
bringing high-wage jobs.

Space Alliance Technology Outreach Program – provide free technical
assistance to Pasadena’s small businesses to help complete the development of
new products or inventions.

BAHEP shall convene regular meetings of its Political Protocol Committee to develop
legislative agendas to be addressed by local, state, and federal elected officials. PEDC
representatives will be invited to attend these meetings.

7. Citizens for Space Exploration Trip: Invite the City of Pasadena (the mayor and/or
his designated representative) to attend the Citizens for Space Exploration trip to

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Washington, D.C., to educate federal officials on the importance of NASA to the City
of Pasadena and Houston-area economies.

8. Complimentary Tables: Provide a complimentary table for eight people at two
different BAHEP general membership meetings (GMMs).

9. Annual Quasar Award Banquet: Provide a complimentary Silver table for the
annual Quasar Award Banquet.

10. Tradeshow Participation: BAHEP will provide opportunities for PEDC staff to
participate in trade shows or similar economic development and marketing activities
each year, to include a regional economic development exhibit.

11. Semi-annual Report: provide reports of economic development deliverables and
initiatives related to the PEDC contract.

12. Coordination Meetings: BAHEP will meet every quarter, or as requested, with
PEDC representatives.

13. Annual Report: provide a report detailing results of economic development
initiatives as related to the region and the City of Pasadena.

FUNDING REQUEST

BAHEP is requesting a one-year funding partnership with the Pasadena Economic
Development Corporation, at an investment level of $35,000, for several specific economic
development services as outlined above, which will directly benefit the City of Pasadena
and its extra territorial jurisdiction. The annual funding will be paid in semi-annual
installments according to the following performance schedule:

$17,500 “Schedule”
$17,500
Oct. 1, 2019 – March 31, 2020
April 1, 2020 – Sept. 30, 2020

OPTIONAL ECONOMIC DEVELOPMENT SERVICES

If the Pasadena Economic Development Corporation desires to expand its scope of work
with BAHEP, economic development services will be provided, for additional funding, as
agreed upon by the PEDC and BAHEP.

Page 6|6

TO: Board of Directors
FROM: Carlos Guzman

DATE: July 19, 2019
SUBJECT: Legal Representation - Olson & Olson, LLP

SUMMARY: Staff is currently negotiating a complex incentive agreement on behalf of the City
that requires a legal counsel from the Houston area, as they will likely be required to attend
meetings at a moment’s notice. Staff has been working closely with the City Attorney to
identify a local firm that satisfies the City’s requirements. After careful consideration, Staff is
requesting Olson & Olson, LLP for this limited engagement. Olson & Olson has been in existence
since 1974 and represents numerous municipal clients. Please see attachment for information
regarding the firm and bios of the two main attorneys that we will be working with Charlie
Williams and Arthur Pertile.

CURRENT ACTION: Authorize Staff to negotiate and execute a Letter of
Engagement with Olson & Olson, LLP for legal services.
BUDGET FUNDING:
ATTACHMENTS: 9949 - 7107

1 – Draft of Letter of Engagement
2 – Draft of Assignment Letter
2- Bios

July 19, 2019

Via Regular Mail and E-mail

Mr. Carlos Guzman
Executive Director
Pasadena Economic Development Corporation
1149 Ellsworth
Pasadena, Texas 77506

Re: Engagement of Olson & Olson, L.L.P. by the Pasadena
Economic Development Corporation, Texas, for General Legal
Services

Dear Mr. Guzman:

We are pleased that the Pasadena Economic Development Corporation, Texas
(the “EDC”), has selected Olson & Olson, L.L.P. (the “Firm”) to provide legal services to
the EDC under the terms and conditions set out in this engagement letter (the “General
Engagement Letter”), and as may be further specified in connection with specific
assignments that the EDC may make to the Firm.

The Firm agrees to provide legal services under the following general conditions
which shall be applicable to any services the Firm provides to the EDC during the term
of this General Engagement Letter.

1. Assignment of Legal Projects.

The EDC may assign one or more legal projects to the Firm. For each such
project, the Firm and the EDC shall agree on a scope of work, a budget for the cost of
the Firm’s services, and such other details of the assignment as necessary. The details
of the assignment, including the scope of services and the budget shall be set out in a
separate assignment letter which shall be signed by an authorized representative of the
EDC and the Firm.

2. Fees for the Firm’s Services.

The fees for the Firm’s services will be determined by the actual time expended
by our lawyers and other professional staff in providing such services. The hourly rates
shall be as provided in Exhibit “A” attached, except to the extent different hourly rates
are specified for a particular assignment in a separate assignment letter or a
modification of the rates shown in Exhibit A is approved, in writing, by the EDC.

Carolos Guzman
Pasadena EDC
Engagement Agreement
July 19, 2019
Page 2

The Firm will bill the EDC monthly as the services are performed. The EDC will
also be responsible for reimbursing the Firm for all reasonable and necessary expenses
incurred by the firm on the EDC’s behalf, including fees for the services of court
reporters, court filing fees, copying services, and similar expenses. The Firm will
provide the EDC with a monthly invoice detailing the services performed and the
expenses incurred. The EDC will be responsible for paying those invoices within 45
days of receipt.

The Firm will maintain contemporaneous records of the time devoted to the
EDC’s work, including conferences (both in person and over the telephone),
negotiations, factual and legal research and analysis, document preparation and
revision, travel on the EDC’s behalf, and other related matters. The Firm will record and
bill time in units of one-tenth of an hour.

3. Professional Liability Insurance.

The Firm agrees to maintain professional liability insurance coverage, at all
times, for the services it provides to the EDC under this General Engagement Letter. A
copy of the Firm’s insurance requirements is attached as Exhibit “B”.

4. Termination.

The EDC may terminate this engagement at any time, and payment will only be
required for services performed and expenses incurred prior to the date of termination.
Provided, however, if the Firm is representing the EDC in litigation that is ongoing at the
time of termination, termination shall not be effective until the EDC has designated
another lawyer or law firm to replace the Firm, in representing the EDC's interests.
Upon termination, the Firm will immediately make its files on such matter available to
the EDC or any other person that the EDC may designate.

5. Choice of law.

All rights and obligations arising under this General Engagement Letter shall be
governed by the laws of the State of Texas, with venue in Harris County, Texas.

6. Cooperation and communication.

The Firm agrees it will keep the EDC and the City Attorney of the City of
Pasadena fully advised of all significant developments and will provide such written
reports on the status of the matters it is handling as may be requested by the EDC or
the City Attorney.. The EDC agrees to cooperate fully with the Firm in connection with

Carolos Guzman
Pasadena EDC
Engagement Agreement
July 19, 2019
Page 3

the Firm’s provision of legal services, and to promptly provide all material information
known or available to the EDC that is necessary to the Firm’s legal representation of the
EDC. The EDC agrees to keep the Firm informed on a timely basis of all developments
relating to the representation that are or might be important. The EDC agrees to attend
meetings, conferences and proceedings when it is reasonable to do so.

7. File retention policy.

The Firm will maintain its own files, including lawyer work product, pertaining to
the representation of the EDC but it will remain the EDC’s responsibility to maintain
such originals or copies of documents as are necessary to meet the EDC’s legal
obligations and management needs. The Firm will, at the EDC’s reasonable request,
provide copies of any documents that it retains, to the extent such documents have not
been discarded in accordance with the Firm’s document retention policies.

8. Potential conflicts of interest

The Firm is committed to the representation of the interests of local governmental
entities and their officers and officials and does not believe conflicts are likely to arise.
However, when considering whether to accept an assignment under this General
Engagement Letter, the Firm will undertake reasonable efforts to determine whether
there are any potential conflicts of interest that would bar its lawyers from representing
the EDC and will decline the assignment if any conflicts are discovered.

9. Texas Lawyer’s Creed and Attorney Complaint Information

Attached as Exhibit “C” is a copy of the Texas Lawyers Creed. The Firm
encourages its lawyers to practice law in a professional and responsible manner as
outlined in the Creed.

Carolos Guzman
Pasadena EDC
Engagement Agreement
July 19, 2019
Page 4

A brochure entitled “Attorney Complaint Information” is available at our offices
and upon request. A client that has any questions about the State Bar’s disciplinary
process should call the Office of the General Counsel of the State Bar of Texas at
1-800-932-1900.

Sincerely,
OLSON & OLSON, L.L.P.

Brian J. Begle
Managing Partner
ATTACHMENTS:
Exhibit A Hourly Rates
Exhibit B Insurance Requirements
Exhibit C Texas Lawyer’s Creed

ACCEPTED:
PASADENA ECONOMIC DEVELOPMENT CORPORATION

By: Date:
Name:
Title: Carlos Guzman
Executive Director

EXHIBIT A

OLSON & OLSON, L.L.P. BILLING RATES

Attorney Rates
John J. Hightower $240/hr
Brian J. Begle $240/hr
Art Pertile $240/hr
Scott Bounds $240/hr
Loren Smith $240/hr
David W. Olson $200/hr
Charles Williams $240/hr
Andrea Chan $240/hr
Paula J. Alexander $240/hr
Allison S. Poole $150/hr
Derra L. Purnell $150/hr
Justin Pruitt $185/hr

EXHIBIT B

INSURANCE REQUIREMENTS

The Firm shall procure and maintain, with respect to the subject matter of this Agreement,
appropriate insurance coverage with limits to cover the Firm’s liability as may arise
directly or indirectly, from work performed under the terms of this Agreement.

A current certificate of liability insurance will be submitted to the Purchasing O ffice.

Policy Requirements

The Firm and all subcontractors performing work for it under this Agreement shall furnish
a completed insurance certificate to the EDC prior to the event, which shall be
completed by an agent authorized to bind the named underwriter(s) for coverage, limits,
and termination provisions shown thereon, and which shall contain the following:

Professional Liability (Errors and Omissions): Coverage Amount $1,000,000 per
occurrence and $1,000,000 annual aggregate.

The EDC shall be entitled, upon request and without expense, to receive copies of the
certificate of insurance and the required policies and endorsements.

(a) The Firm shall notify the EDC of any change in the required coverage or
cancellation, and shall give such notices not less than 30 days prior to
the change or cancellation. The Firm shall provide a replacement
Certificate of Insurance prior to such change or cancellation;

(b) Provide for notice to the EDC at the address shown in this Agreement; and

(c) The Firm agrees to waive all of its officers, employees, agents, assigns,
and successors' rights of subrogation against the EDC, its officers,
employees, and elected representatives for injuries, death, property
damage, or other loss covered by insurance and the Firm will provide a
waiver of subrogation endorsement against the EDC.

COVERAGES SHALL BE WITH A COMPANY (WITH AT LEAST AN A- BEST RATING)
ACCEPTABLE TO THE EDC PURCHASING AND RISK MANAGEMENT DEPARTMENT
AND A COPY OF THE CERTIFICATE OF COVERAGE SHALL BE DELIVERED TO THE
EDC ON OR BEFORE THE DATE OF THIS AGREEMENT.

EXHIBIT C

The Texas Lawyer's Creed

I am a lawyer. I am entrusted by the People of Texas to preserve and improve
our legal system. I am licensed by the Supreme Court of Texas. I must therefore abide
by the Texas Disciplinary Rules of Professional Conduct, but I know that
professionalism requires more than merely avoiding the violation of laws and rules. I am
committed to this creed for no other reason than it is right.

Our Legal System

A lawyer owes to the administration of justice personal dignity, integrity, and
independence. A lawyer should always adhere to the highest principles of
professionalism.

1. I am passionately proud of my profession. Therefore, “My word is my bond.”

2. I am responsible to assure that all persons have access to competent
representation regardless of wealth or position in life.

3. I commit myself to an adequate and effective pro bono program.

4. I am obligated to educate my clients, the public, and other lawyers regarding
the spirit and letter of this Creed.

5. I will always be conscious of my duty to the judicial system.

Lawyer to Client

A lawyer owes to a client allegiance, learning, skill, and industry. A lawyer shall
employ all appropriate means to protect and advance the client’s legitimate rights,
claims, and objectives. A lawyer shall not be deterred by any real or imagined fear of
judicial disfavor or public unpopularity, nor be influenced by mere self-interest.

1. I will advise my client of the contents of this Creed when undertaking
representation.

2. I will endeavor to achieve my client’s lawful objectives in legal transactions
and in litigation as quickly and economically as possible.

3. I will be loyal and committed to my client’s lawful objectives, but I will not
permit that loyalty and commitment to interfere with my duty to provide objective and
independent advice.

4. I will advise my client that civility and courtesy are expected and are not a
sign of weakness.

5. I will advise my client of proper and expected behavior.

6. I will treat adverse parties and witnesses with fairness and due
consideration. A client has no right to demand that I abuse anyone or indulge in any
offensive conduct.

7. I will advise my client that we will not pursue conduct which is intended
primarily to harass or drain the financial resources of the opposing party.

8. I will advise my client that we will not pursue tactics which are intended
primarily for delay.

9. I will advise my client that we will not pursue any course of action which is
without merit.

10. I will advise my client that I reserve the right to determine whether to grant
accommodations to opposing counsel in all matters that do not adversely affect my
client’s lawful objectives. A client has no right to instruct me to refuse reasonable
requests made by other counsel.

11. I will advise my client regarding the availability of mediation, arbitration, and
other alternative methods of resolving and settling disputes.

Lawyer to Lawyer

A lawyer owes to opposing counsel, in the conduct of legal transactions and the
pursuit of litigation, courtesy, candor, cooperation, and scrupulous observance of all
agreements and mutual understandings. Ill feelings between clients shall not influence a
lawyer’s conduct, attitude, or demeanor toward opposing counsel. A lawyer shall not
engage in unprofessional conduct in retaliation against other unprofessional conduct.

1. I will be courteous, civil, and prompt in oral and written communications.

2. I will not quarrel over matters of form or style, but I will concentrate on
matters of substance.

3. I will identify for other counsel or parties all changes I have made in
documents submitted for review.

4. I will attempt to prepare documents which correctly reflect the agreement of
the parties. I will not include provisions which have not been agreed upon or omit
provisions which are necessary to reflect the agreement of the parties.

The Texas Lawyer’s Creed Page 2

5. I will notify opposing counsel, and, if appropriate, the Court or other
persons, as soon as practicable, when hearings, depositions, meetings, conferences or
closings are canceled.

6. I will agree to reasonable requests for extensions of time and for waiver of
procedural formalities, provided legitimate objectives of my client will not be adversely
affected.

7. I will not serve motions or pleadings in any manner that unfairly limits
another party’s opportunity to respond.

8. I will attempt to resolve by agreement my objections to matters contained in
pleadings and discovery requests and responses.

9. I can disagree without being disagreeable. I recognize that effective
representation does not require antagonistic or obnoxious behavior. I will neither
encourage nor knowingly permit my client or anyone under my control to do anything
which would be unethical or improper if done by me.

10. I will not, without good cause, attribute bad motives or unethical conduct to
opposing counsel nor bring the profession into disrepute by unfounded accusations of
impropriety. I will avoid disparaging personal remarks or acrimony towards opposing
counsel, parties and witnesses. I will not be influenced by any ill feeling between clients.
I will abstain from any allusion to personal peculiarities or idiosyncrasies of opposing
counsel.

11. I will not take advantage, by causing any default or dismissal to be
rendered, when I know the identity of an opposing counsel, without first inquiring about
that counsel’s intention to proceed.

12. I will promptly submit orders to the Court. I will deliver copies to opposing
counsel before or contemporaneously with submission to the Court. I will promptly
approve the form of orders which accurately reflect the substance of the rulings of the
Court.

13. I will not attempt to gain an unfair advantage by sending the Court or its staff
correspondence or copies of correspondence.

14. I will not arbitrarily schedule a deposition, court appearance, or hearing until
a good faith effort has been made to schedule it by agreement.

15. I will readily stipulate to undisputed facts in order to avoid needless costs or
inconvenience for any party.

16. I will refrain from excessive and abusive discovery.

The Texas Lawyer’s Creed Page 3

17. I will comply with all reasonable discovery requests. I will not resist
discovery requests which are not objectionable. I will not make objections nor give
instructions to a witness for the purpose of delaying or obstructing the discovery
process. I will encourage witnesses to respond to all deposition questions which are
reasonably understandable. I will neither encourage nor permit my witness to quibble
about words where their meaning is reasonably clear.

18. I will not seek Court intervention to obtain discovery which is clearly
improper and not discoverable.

19. I will not seek sanctions or disqualification unless it is necessary for
protection of my client’s lawful objectives or is fully justified by the circumstances.

Lawyer and Judge

Lawyers and judges owe each other respect, diligence, candor, punctuality, and
protection against unjust and improper criticism and attack. Lawyers and judges are
equally responsible to protect the dignity and independence of the Court and the
profession.

1. I will always recognize that the position of judge is the symbol of both the
judicial system and administration of justice. I will refrain from conduct that degrades
this symbol.

2. I will conduct myself in Court in a professional manner and demonstrate my
respect for the Court and the law.

3. I will treat counsel, opposing parties, the Court, and members of the Court
staff with courtesy and civility.

4. I will be punctual.

5. I will not engage in any conduct which offends the dignity and decorum of
proceedings.

6. I will not knowingly misrepresent, mischaracterize, misquote or miscite facts
or authorities to gain an advantage.

7. I will respect the rulings of the Court.

8. I will give the issues in controversy deliberate, impartial and studied analysis
and consideration.

9. I will be considerate of the time constraints and pressures imposed upon the
Court, Court staff and counsel in efforts to administer justice and resolve disputes.

The Texas Lawyer’s Creed Page 4

July 19, 2019

Via Regular Mail and E-mail

Mr. Carlos Guzman
Executive Director
Pasadena Economic Development Corporation
1149 Ellsworth
Pasadena, Texas 77506

Re: Legal Service Project Assignment No. 1 – Provide legal advice to
EDC regarding the mall project

Dear Mr. Guzman:

Please accept this letter in confirmation of Olson & Olson, LLP’s (the “Firm”)
agreement to accept the above-referenced assignment of legal services project, under
the terms of the General Engagement Letter dated July 19, 2019, and as more
specifically provided below.

1. Scope of Services. The Firm shall provide legal advice to the EDC
regarding the mall project.

2. Staffing and hourly rates. The Firm has agreed to assign the following
lawyers and other professional staff to this legal services project at the hourly rates
shown below:

Art Pertile, III $240 an hour

Charles Williams $240 an hour

Derra Purnell $150 an hour

Justin Pruitt $185 an hour

Paralegals $110 an hour

Mr. Carlos Guzman
Pasadena Economic Development Corporation
Assignment Letter No. 1
July 19, 2019
Page 2

3. Other terms. All other terms of the engagement for this legal services
project shall be as provided in the General Engagement Letter dated July 19, 2019.

Sincerely,
OLSON & OLSON, L.L.P.

Brian J. Begle
Managing Partner

ACCEPTED:
PASADENA ECONOMIC DEVELOPMENT CORPORATION

By: Date:
Name:
Title: Carlos Guzman
Executive Director

Charles Williams, Of Counsel

Bar Admissions
State Bar of Texas
Supreme Court of the United States
U.S Court of Appeals for the Fifth Circuit
U.S. District Courts:
Southern District of Texas
Eastern District of Texas
Western District of Texas

Memberships & Associations
 Texas City Attorneys Association
 Houston Bar Association

Education

Doctor of Jurisprudence
University of Houston Law Center, 1969

Bachelor of Science (Economics)
University of Houston, 1966

Professional Legal Experience
Olson & Olson, LLP | Houston, Texas | 2012 – present | Of Counsel
Andrews Kurth, LLP | Houston, Texas | 1992 – 2012 | Of Counsel
Fulbright & Jaworski, LLP | Houston, Texas | 1987 – 1992 | Of Counsel
City of Houston | Houston, Texas | 1971 – 1987 | Executive Assistant City Attorney

Concentration

Charles concentrates his practice in the area of municipal and public law for cities, counties and
special districts. Services he provides to clients include: creation of economic development
corporations and other special entities, drafting and negotiation of contracts in the areas of public
transportation, utilities, and land development and subdivision, drafting and reviewing local land
use regulations and development agreements, assisting governmental entities in resolving
annexations and voting right issues, drafting and negotiation of inter-governmental contracts. As
a transaction attorney, Charles handles state tax matters, federal and state constitutional law
questions, and complex real estate issues. He works closely with local government entities and
economic development corporations, drafting agreements that are designed to encourage and
attract economic development in order to improve communities by creating special tax districts
and special zoning areas for intensive economic development.

Articles, Publications, Presentations

 BBCA Appeal Group v. City of Houston – Is Home Rule Dead?, presented
at the Texas City Attorneys Association, Fall Conference, 2016

 The Judicial Expansion of Chapter 212 Moratoria, Chapter 245 “Fair
Notice” Technical Requirements and Inverse Condemnation Implications,
presented at the Texas City Attorneys Association, Summer Conference,
2014

 Municipal Debt Instruments – An Overview, presented at the Texas City
Attorneys Association, Fall Conference, 2012

 Communicating with Regulators – A Lawyer’s Responsibility, presented at
Texas Bar CLE, Advanced Real Estate Course, July 2008, San Antonio,
Texas

 Land Use Law and Ethics, presented to Land Use Law – CLE
International, October 2007, Houston, Texas

 Land Use Law and Subdivision of Land, presented to CLE International,
September 2005, Houston, Texas

Community Involvement

 Boy Scouts of America – Assistant Scoutmaster, Adult Training Chair,
District Chair, Golden Arrow District, Sam Houston Area Council, Twin
Bayou District

 Leave No Trace – Leave No Trace and Outdoor Ethics Master Educator

Arthur L. Pertile, III, Partner

Bar Admissions
State Bar of Texas
Supreme Court of the United States
U.S. Court of Appeals for the Fifth Circuit
U.S. District Courts:
Southern District of Texas
Eastern District of Texas
Western District of Texas

Memberships & Associations

 International Municipal Lawyers Association (President, 2017 – 2018)
 Texas Municipal League (Affiliate Director representing Texas City Attorneys

Association, 2016 – 2018)
 State Bar of Texas, Government Lawyers Section (Former Director)
 Texas City Attorneys Association (Past President)
 American Bar Association
 Houston Bar Association
 Fort Bend County Bar Association
 Hispanic Bar Association of Houston
 Harris County Bar Association
 Katy Bar Association
 McClellan County Bar Association
 Waller County Bar Association
 Texas District and County Attorneys Association

Career Highlights
Art earned his law degree at the University of Texas School of Law in 1986, and has devoted
more than three decades of his legal career to the practice of public and municipal law, focusing
on representing local government entities. He began his career as an Assistant City Attorney for
the City of Waco and later served as Assistant Harris County District Attorney, Assistant City
Attorney for the City of Houston, and City Attorney for the City of Waco. Art is past President
of the International Municipal Lawyers Association, has served on the Texas Municipal League
and Texas State Bar Government Lawyers Board of Directors, and is past president of the Texas
City Attorneys Association.

Education
Doctor of Jurisprudence
University of Texas School of Law, Austin, 1986
Bachelor of Arts
McMurry University, 1983

Professional Legal Experience
Olson & Olson, LLP | Houston, Texas | 2013 – present | Partner
Olson & Olson, LLP | Houston, Texas | 2007 – 2012 | Attorney
City of Waco | Waco, Texas | 1996 – 2007 | City Attorney
City of Waco | Waco, Texas | 1995 – 1996 | First Assistant City Attorney
City of Houston | Houston, Texas | 1993 – 1995 | Assistant City Attorney

Harris County District Attorney’s Office | Houston, Texas | 1990 – 1993 | Assistant District
Attorney
City of Waco | Waco, Texas | 1987 – 1990 | Assistant City Attorney

Concentration
Art serves as General Counsel representing cities, counties, special districts, other local
governmental entities and public officials across the State of Texas in areas of litigation and
special projects. He also serves as advisor to governmental clients in a variety of subject matter
areas including annexation, zoning and land use regulation, subdivision regulation, economic
development, employment, home-rule charters, utility franchising, land acquisition and eminent
domain, building and construction regulations, and municipal incorporation. He provides legal
advice to city councils, staff, and board and commission members on all areas of municipal law.
He also negotiates and drafts development agreements, contracts, resolutions, releases, and
ordinances.

Community Involvement
Art has been a youth basketball coach for more than 35 years. He is a board member of Waco
Tigers non-profit organization, and a former board member of the Waco Foundation, Waco
Parents for Public Schools, Texas Sports Hall of Fame, and the YMCA of Central Texas. He is a
member and former trustee of Antioch Missionary Baptist Church in Waco, Texas and currently
attends Current Christian Church of Katy.

TO: Board of Directors
FROM: Carlos Guzman
DATE: July 19, 2019
SUBJECT: H+M Industrial EPC

SUMMARY: Staff has been working with H + M Industrial EPC on a Business Retention &

Expansion project for Pasadena. H + M Industrial EPC was looking at either relocating a
segment of their Professional Engineers and other Professional jobs to The Woodlands (along
with the capital investment and full-time jobs), or making the Capital Investment in Pasadena
and create 78 new Full-Time Jobs with minimum annual earnings of $65,000.00 per job. A
number of these jobs are for recent grads that after only a couple of years will be making over
$100K while other eligible jobs pay in excess of $150K and even $200K. The EDC’s focus was to
retain and create new Professional jobs here in Pasadena as recommended in our ED
Strategic Plan.

After months of meetings and negotiations, Staff is ready to bring this item for Board
consideration. Staff is recommending the approval on the Incentive Agreement between
Pasadena EDC and H + M Industrial EPC in an amount of $300,000 for the job creation and the
construction of a new engineering office building (22,000 square feet) and a fabrication shop
(16,500 square feet).

Based on the Economic Impact Model the payback period is only 1.8 years (city breaks even).
The net benefit of the project to the City is $2.2M (see attachment #2 for additional details)

STRATEGIC PLAN JUSTIFICATION: Section 2.1 - Business Retention and Expansion Program.
CURRENT ACTION:
Authorize Staff to execute an incentive agreement with H
PRIOR ACTION: + M Industrial EPC for eligible public infrastructure
BUDGET FUNDING: improvements in an amount not exceed $300,000.00.
ATTACHMENTS:
N/A

9949-7107

1 – H+M Draft Agreement
2 – Economic Impact
3 – Company Background

PERFORMANCE AGREEMENT

This PERFORMANCE AGREEMENT by and between H & M MECHANICAL
CONSTRUCTORS, INC., d/b/a H + M INDUSTRIAL EPC, a Texas corporation (hereinafter
referred to as “Developer”), and the PASADENA ECONOMIC DEVELOPMENT
CORPORATION, a Texas non-profit corporation (hereinafter referred to as the “PEDC”), is made
and executed on the following recitals, terms and conditions.

WHEREAS, PEDC is a Type B economic development corporation operating pursuant
to Chapter 505 of the Texas Local Government Code, as amended (also referred to as the “Act”),
and the Texas Non-Profit Corporation Act, as codified in the Texas Business Organizations Code,
as amended; and

WHEREAS, Section 501.101 of the Texas Local Government Code, in pertinent part,
defines the term “project” to mean “land, buildings, equipment, facilities, expenditures, targeted
infrastructure, and improvements that are: (1) for the creation or retention of primary jobs; and (2)
found by the board of directors to be required or suitable for the development, retention, or
expansion of: (A) manufacturing and industrial facilities; (B) research and development facilities;
(C) military facilities, including closed or realigned military bases; . . . (F) recycling facilities; . . .
(I) distribution centers; (J) small warehouse facilities capable of serving as decentralized storage
and distribution centers; (K) primary job training facilities for use by institutions of higher
education; or (L) regional or national corporate headquarters facilities”; and

WHEREAS, Section 501.103 of the Texas Local Government Code, in pertinent part,
defines the term “project” to mean “expenditures that are found by the board of directors to be
required or suitable for infrastructure necessary to promote or develop new or expanded business
enterprises, limited to: (1) streets and roads, rail spurs, water and sewer utilities, electric utilities,
or gas utilities, drainage, site improvements, and related improvements; (2) telecommunications
and Internet improvements . . .”; and

WHEREAS, Section 501.158 of the Texas Local Government Code prohibits the
provision of a direct incentive unless PEDC enters into an Agreement with Developer providing
at a minimum a schedule of additional payroll or jobs to be created or retained by PEDC’s
investment; a schedule of capital investments to be made as consideration for any direct incentives
provided by PEDC to Developer; and a provision specifying the terms and conditions upon which
repayment must be made should Developer fail to meet the agreed to performance requirements
specified in this Agreement; and

WHEREAS, Developer has applied to PEDC for financial assistance necessary for the
construction of Qualified Expenditures to be made to the Property generally located on an
approximately 18.418-acre tract or tracts of land in the F. Reynolds Survey, Abstract No. 643, City
of Pasadena, Harris County, Texas (hereinafter referred to as the “Property”); and

WHEREAS, the PEDC’s Board of Directors have determined the financial assistance
provided to Developer for the Qualified Expenditures to be made to the Property is consistent with

and meets the definition of “project” as that term is defined in Sections 501.101 and 501.103 of
the Texas Local Government Code; and the definition of “cost” as that term is defined by Section

501.152 of the Texas Local Government Code.

NOW, THEREFORE, for and in consideration of the agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, PEDC and Developer agree as follows:

SECTION 1. FINDINGS INCORPORATED.

The foregoing recitals are hereby incorporated into the body of this Agreement and shall
be considered part of the mutual covenants, consideration and promises that bind the parties.

SECTION 2. TERM.

This Agreement shall be effective as of the Effective Date, and shall continue thereafter
until September 30, 2026, unless terminated sooner under the provisions hereof.

SECTION 3. DEFINITIONS.

The following words shall have the following meanings when used in this Agreement.

(a) Act. The word “Act” means Chapters 501 to 505 of the Texas Local Government Code,
as amended.

(b) Agreement. The word “Agreement” means this Performance Agreement, together with
all exhibits and schedules attached to this Performance Agreement from time to time, if
any.

(c) City. The word “City” means the City of Pasadena, Texas, a Texas home-rule municipality,
whose address for the purposes of this Agreement is 1149 Ellsworth Drive, Pasadena,
Texas 77502.

(d) Developer. The word “Developer” means H&M Mechanical Constructors, Inc., a Texas
corporation, d/b/a H + M Industrial EPC, its successors and assigns, whose address for the
purposes of this Agreement is 5820 Center Street, Pasadena, Texas 77505. Telephone
number is (281) 930-8750.

(e) Effective Date. The words “Effective Date” mean the date of the latter to execute this
Agreement by and between the Developer and PEDC.

(f) Event of Default. The words “Event of Default” mean and include any of the Events of
Default set forth below in the section entitled “Events of Default.”

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(g) Full-Time Equivalent Employment Position. The words “Full-Time Equivalent
Employment Position” or “Full-Time Equivalent Employment Positions” mean and
include an engineering job or other professional job requiring a minimum of One Thousand
Nine Hundred Twenty (1,920) hours of work averaged over a twelve (12) month period,
earning a minimum of $65,000.00 per year, with such salary also to include any vacation
and sick leave, with full benefits. The words “Full-Time Equivalent Employment Position”
or “Full-Time Equivalent Employment Positions” includes those positions created on or
after January 1, 2019.

(h) PEDC. The term “PEDC” means the Pasadena Community Development Corporation, a
Texas non-profit corporation, its successors and assigns, whose corporate address for the
purposes of this Agreement is 1149 Ellsworth Drive, Pasadena, Texas 77502.

(i) Property. The word “Property” means the approximately 18.418-acre tract or tracts of
land in the F. Reynolds Survey, Abstract No. 643, City of Pasadena, Harris County, Texas,
as generally described and or depicted in Exhibit A of this Agreement, which is attached
hereto and incorporated herein for all purposes.

(j) Qualified Expenditures. The words “Qualified Expenditures” mean those expenditures
consisting of the construction of a minimum 22,000 square feet of engineering professional
office space and a minimum of 16,500 square feet of fabrication shop and office, and those
expenses which otherwise meet the definition of “project” as that term is defined by
Sections 501.101 and 501.103 of the Act, and the definition of “cost” as that term is defined
by Section 501.152 of the Act. The term “Qualified Expenditures” may include new
buildings, pavement, infrastructure and equipment to operate the building located on the
Property.

(k) Term. The word “Term” means the term of this Agreement as specified in Section 2 of
this Agreement.

SECTION 4. AFFIRMATIVE COVENANTS OF DEVELOPER.

Developer covenants and agrees with PEDC that, while this Agreement is in effect, it shall
comply with the following terms and conditions:

(a) Reimbursement for Qualified Expenditures. Developer covenants and agrees to submit
to the PEDC invoices, receipts, or other documentation in a form acceptable to the PEDC
for the Qualified Expenditures made to the Property in the minimum amount of Five
Million and No/100 Dollars ($5,000,000.00) as follows:

(1) Phase 1. in a minimum amount of One Million Five Hundred Thousand and
No/100 Dollars ($1,500,000.00) by January 31, 2021; and

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(2) Phase 2. in a minimum amount of Three Million Five Hundred Thousand and
No/100 Dollars ($3,500,000.00) by January 31, 2024.

(b) Certificate of Occupancy.

(1) Phase 1. Developer covenants and agrees to obtain or cause to be obtained a
Certificate of Occupancy from the City for a minimum of 16,500 square feet of
fabrication shop and office space located on the Property by January 31, 2021.

(2) Phase 2. Developer covenants and agrees to obtain or cause to be obtained a
Certificate of Occupancy from the City for a minimum of 22,000 square foot of
engineering professional office space located on the Property by January 31, 2024.

(c) Operate Engineering - Professional Office. Developer covenants and agrees by
February 1, 2021, and during the Term of this Agreement to maintain and operate and
keep open to the engineering and professional office space located on the Property.

(d) Job Creation and Retention. Developer covenants and agrees to employ and retain a
minimum of seventy-eight (78) Full-Time Equivalent Employment Positions working at
the Property as follows:

(1) Phase 1. A minimum of thirty-five (35) Full-Time Equivalent Employment
Positions by January 31, 2021; and

(2) Phase 2. A minimum of an additional forty-three (43) Full-Time Equivalent
Employment Positions for a minimum aggregate total of seventy-eight (78) Full-
Time Equivalent Employment Positions by January 31, 2024.

Developer covenants and agrees beginning on February 1, 2021, and during the Term of
this Agreement, Developer shall deliver to PEDC an annual compliance verification signed
by a duly authorized representative of Developer that shall certify the number of Full-Time
Equivalent Employment Positions, and shall disclose and certify the average wage for all
Full-Time Equivalent Employment Positions (the “Annual Compliance Verification”). The
Developer covenants and agrees beginning on February 1, 2021, and annually thereafter
during the Term of this Agreement, there will be a total of six (6) Annual Compliance
Verifications due and submitted to the PEDC covering the Full-Time Equivalent
Employment Positions created and maintained during the Term of this Agreement. All
Annual Compliance Verifications shall include quarterly IRS 941 returns, or Texas
Workforce Commission Employer Quarterly Reports.

(e) Performance Conditions. Developer agrees to make, execute and deliver to PEDC such
other promissory notes, instruments, documents and other agreements as PEDC or its

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attorneys may reasonably request to evidence this Agreement.

(f) Performance. Developer agrees to perform and comply with all terms, conditions, and
provisions set forth in this Agreement and in all other instruments and agreements by and
between Developer and PEDC.

SECTION 5. AFFIRMATIVE COVENANTS OF PEDC.

PEDC covenants and agrees with the Developer that, while this Agreement is in effect, it
shall comply with the following terms and conditions:

(a) Reimbursement for Qualified Expenditures for Phase 1. PEDC covenants and agrees
to submit reimbursement for Qualified Expenditures for Phase 1 made by the Developer
pursuant to Section 4(a)(1) of this Agreement, in an amount not to exceed the lesser of One
Hundred Fifty Thousand and No/100 Dollars ($150,000.00) or the aggregate amount of
said invoices, receipts, or other documentation submitted by the Developer to PEDC within
sixty (60) days of receipt of said documentation and Annual Compliance Verification for
Phase 1 as required by and consistent with Sections 4(a)(1) and 4(d)(1) of this Agreement.

(b) Reimbursement for Qualified Expenditures for Phase 2. PEDC covenants and agrees
to submit reimbursement for Qualified Expenditures for Phase 2 made by the Developer
pursuant to Section 4(a)(2) of this Agreement, in an amount not to exceed the lesser of One
Hundred Fifty Thousand and No/100 Dollars ($150,000.00) or the aggregate amount of
said invoices, receipts, or other documentation submitted by the Developer to PEDC within
sixty (60) days of receipt of said documentation and Annual Compliance Verification for
Phase 2 as required by and consistent with Sections 4(a)(2) and 4(d)(2) of this Agreement.

(c) Performance. PEDC agrees to perform and comply with all terms, conditions, and
provisions set forth in this Agreement and in all other instruments and agreements by and
between the Developer and PEDC.

SECTION 6. CESSATION OF ADVANCES.

If PEDC has made any commitment to make any advance of financial assistance to
Developer, whether under this Agreement or under any other agreement, PEDC shall have no
obligation to advance or disburse any financial assistance if: (i) Developer becomes insolvent, files
a petition in bankruptcy or similar proceedings, or is adjudged bankrupt; or (ii) an Event of Default
occurs.

SECTION 7. EVENTS OF DEFAULT.

Each of the following shall constitute an Event of Default under this Agreement:

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(a) General Event of Default. Failure of Developer or PEDC to comply with or to perform any
other term, obligation, covenant or condition contained in this Agreement, or failure of
Developer or PEDC to comply with or to perform any other term, obligation, covenant or
condition contained in any other agreement by and between Developer and PEDC is an Event
of Default.

(b) False Statements. Any warranty, representation, or statement made or furnished to the PEDC
by or on behalf of Developer under this Agreement that is false or misleading in any material
respect, either now or at the time made or furnished is an Event of Default.

(c) Insolvency. Developer’s insolvency, appointment of receiver for any part of Developer’s
property, any assignment for the benefit of creditors of Developer, any type of creditor
workout for Developer, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Developer is an Event of Default.

(d) Ad Valorem Taxes. Developer allows its ad valorem taxes owed to the City to become
delinquent and fails to timely and properly follow the legal procedures for protest and/or
contest of such taxes and to cure such failure within thirty (30) days after written notice thereof
from PEDC and/or Harris County Central Appraisal District is an Event of Default.

SECTION 8. EFFECT OF AN EVENT OF DEFAULT.

In the event of default under Section 7 of this Agreement, the non-defaulting party shall
give written notice to the other party of any default, and the defaulting party shall have thirty (30)
days to cure said default. Should said default remain uncured as of the last day of the applicable
cure period, and the non-defaulting party is not otherwise in default, the non-defaulting party shall
have the right to immediately terminate this Agreement, enforce specific performance as
appropriate, or maintain a cause of action for damages caused by the event(s) of default. In the
event, Developer defaults and is unable or unwilling to cure said default within the prescribed time
period, the amounts provided by PEDC to Developer pursuant to Section 5 of this Agreement shall
become immediately due and payable by Developer to the PEDC.

SECTION 9. INDEMNIFICATION.

Developer shall indemnify, save, and hold harmless PEDC, its directors, officers,
agents, attorneys, and employees (collectively, the “Indemnitees”) from and against: (i) any

and all claims, demands, actions or causes of action that are asserted against any Indemnitee

if the claim, demand, action or cause of action directly or indirectly relates to tortious
interference with contract or business interference, or wrongful or negligent use of PEDC’s

financial assistance by Developer or its agents and employees; (ii) any administrative or

investigative proceeding by any governmental authority directly or indirectly related, to a

claim, demand, action or cause of action in which PEDC is a disinterested party; (iii) any

claim, demand, action or cause of action which directly or indirectly contests or challenges

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the legal authority of PEDC or Developer to enter into this Agreement; and (iv) any and all
liabilities, losses, costs, or expenses (including reasonable attorneys’ fees and disbursements)

that any Indemnitee suffers or incurs as a result of any of the foregoing; provided, however,

that Developer shall have no obligation under this Section to PEDC with respect to any of

the foregoing arising out of the gross negligence or willful misconduct of PEDC or the breach

by PEDC of this Agreement. If any claim, demand, action or cause of action is asserted

against any Indemnitee, such Indemnitee shall promptly notify Developer, but the failure to
so promptly notify Developer shall not affect Developer’s obligations under this Section
unless such failure materially prejudices Developer’s right to participate in the contest of

such claim, demand, action or cause of action, as hereinafter provided. If requested by

Developer in writing, as so long as no Default or Event of Default shall have occurred and be

continuing, such Indemnitee shall in good faith contest the validity, applicability and amount

of such claim, demand, action or cause of action and shall permit Developer to participate in

such contest. Any Indemnitee that proposes to settle or compromise any claim, demand,

action, cause of action or proceeding for which Developer may be liable for payment of

indemnity hereunder shall give Developer written notice of the terms of such proposed

settlement or compromise reasonably in advance of settling or compromising such claim or
proceeding and shall obtain Developer’s concurrence thereto.

SECTION 10. MISCELLANEOUS PROVISIONS.

The following miscellaneous provisions are a part of this Agreement:

(a) Amendments. This Agreement constitutes the entire understanding and agreement of the
parties as to the matters set forth in this Agreement. No alteration of or amendment to this
Agreement shall be effective unless given in writing and signed by the party or parties
sought to be charged or bound by the alteration or amendment.

(b) Applicable Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, and all obligations of the parties created
hereunder are performable in Harris County, Texas. Venue for any action arising under
this Agreement shall lie in the state district courts or federal courts for Harris County,
Texas.

(c) Assignment. This Agreement may not be assigned without the express written consent of
the other party.

(d) Binding Obligation. This Agreement shall become a binding obligation on the signatories
upon execution by all signatories hereto. Developer warrants and represents that the
individual or individuals executing this Agreement on behalf of Developer has full
authority to execute this Agreement and bind Developer to the same. PEDC warrants and
represents that the individual executing this Agreement on its behalf has full authority to
execute this Agreement and bind it to the same.

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(e) Caption Headings. Caption headings in this Agreement are for convenience purposes
only and are not to be used to interpret or define the provisions of the Agreement.

(f) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same
document.

(g) Filing. This Agreement shall be filed in the deed records of Harris County, Texas. The
provisions of this Agreement shall be deemed to run with the land and shall be binding on
heirs, successors and assigns of the Developer.

(h) Force Majeure. It is expressly understood and agreed by the parties to this Agreement
that if the performance of any obligations hereunder is delayed by reason of war, civil
commotion, acts of God, inclement weather, fire or other casualty, or court injunction, the
party so obligated or permitted shall be excused from doing or performing the same during
such period of delay, so that the time period applicable to such obligation or requirement
shall be extended for a period of time equal to the period such party was delayed.

(i) Notices. Any notice or other communication required or permitted by this Agreement
(hereinafter referred to as the “Notice”) is effective when in writing and (i) personally

delivered either by facsimile (with electronic information and a mailed copy to follow)

or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal Service,

postage prepaid, certified with return receipt requested, and addressed as follows:

if to Developer: H & M Mechanical Constructors, Inc.
5820 Center Street
Pasadena, Texas 77505
Attn: Larry Hogan
Telephone: (281) 932-8337

if to PEDC: Pasadena Economic Development Corporation
1149 Ellsworth Drive
Pasadena, Texas 77502
Attn: Carlos Guzman, Executive Director
Telephone: (713) 920-7910

(j) Severability. If a court of competent jurisdiction finds any provision of this Agreement to
be invalid or unenforceable as to any person or circumstance, such finding shall not render
that provision invalid or unenforceable as to any other persons or circumstances. If
feasible, any such offending provision shall be deemed to be modified to be within the
limits of enforceability or validity; however, if the offending provision cannot be so
modified, it shall be stricken and all other provisions of this Agreement in all other respects

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shall remain valid and enforceable.
(k) Time is of the Essence. Time is of the essence in the performance of this Agreement.
(l) Undocumented Workers. Developer certifies that the Developer does not and will not

knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas
Government Code, as amended. If during the Term of this Agreement, Developer is
convicted of a violation under 8 U.S.C. § 1324a(f), Developer shall repay the amount of
the public subsidy provided under this Agreement plus interest, at the rate of six percent
(6%), not later than the 120th day after the date PEDC notifies Developer of the violation.

[The Remainder of this Page Intentionally Left Blank]

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DEVELOPER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
PERFORMANCE AGREEMENT, AND DEVELOPER AGREES TO ITS TERMS. THIS
PERFORMANCE AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE AS
DEFINED HEREIN.

PEDC:

PASADENA ECONOMIC DEVELOPMENT
CORPORATION,
a Texas non-profit corporation

By:
Carlos Guzman, Executive Director

Date Signed:

ATTEST:

Emilio Carmona, Secretary

STATE OF TEXAS §
COUNTY OF HARRIS §
§

This instrument was acknowledged before me on the day of June, 2019, by Carlos

Guzman, Executive Director of the Pasadena Economic Development Corporation, a Texas non-

profit corporation, on behalf of said Texas corporation.

Notary Public, State of Texas

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