HomeMy WebLinkAboutPR 20898: ECONOMIC INCENTIVE LOAN AGREEMENT BETWEEN EDC AND MOTION INDUSTRIES, INC. Interoffice
MEMORANDUM
To: Mayor, City Council, City Manager
From: Floyd Batiste, CEO r/�
Date: July 9, 2019
Subject: P.R. No. 20898; Council Meeting of July 16, 2019
ATTACHED IS PROPOSED RESOLUTION NO. 20898, A
RESOLUTION APPROVING AN ECONOMIC INCENTIVE
CONTRACT AND LOAN AGREEMENT BETWEEN THE CITY OF
PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION AND MOTION INDUSTRIES, INC.; FUNDING
AVAILABLE IN PAEDC ACCOUNT NO. 120-1429-582.59-10
PR NO. 20898
July 8, 2019
RESOLUTION NO.
A RESOLUTION APPROVING AN ECONOMIC INCENTIVE
CONTRACT AND LOAN AGREEMENT BETWEEN THE CITY OF
PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION AND MOTION INDUSTRIES, INC.; FUNDING
AVAILABLE IN PAEDC ACCOUNT NO. 120-1429-582.59-10
WHEREAS,the Port Arthur City Council deems it is in the public interest to authorize the
City of Port Arthur Section 4A Economic Development Corporation ("PAEDC") to enter into an
Economic Incentive Contract and Loan Agreement (the "Agreement") with Motion Industries,
Inc.; and
WHEREAS, Motion Industries, Inc. has presented an application qualifying as a Section
4A project as set forth in the Executive Summary of the Agreement attached hereto as Exhibit
"A"; and
WHEREAS, Motion Industries, Inc. is headquartered in Birmingham, Alabama, and
authorized to do business in Texas as a distributor of industrial parts; and
WHEREAS, Motion Industries, Inc. currently has two locations in the Southeast Texas
region, one location in Groves, Texas and the other in Port Arthur, Texas; and
WHEREAS, Motion Industries, Inc. plans to relocate its entire Southeast Texas
distribution center to the Port Arthur Business Park; and
WHEREAS, Motion Industries, Inc. plans to enter into a 10-year lease agreement for the
lease of a 59,600 square foot building located at 90 South Business Park Drive in Port Arthur,
Texas; and
WHEREAS, the relocation of the Southeast Texas distribution center will increase the
amount of sales tax generated and collected in the City of Port Arthur; and
WHEREAS, PAEDC has reviewed Motion Industries, Inc.'s application and
accompanying financial statements; and
WHEREAS, at a regular Board meeting on July 1, 2019, the PAEDC Board of Directors
approved entering into the Agreement with Motion Industries, Inc. offering an incentive of
$304,794.91 for its relocation and investment in its distribution center; and
WHEREAS, Motion Industries, Inc. will utilize the incentive funds to go towards lease
payments resulting in reduced lease payments for the building located in the Port Arthur Business
Park; and
WHEREAS, Motion Industries, Inc. has agreed to continually conduct business for a
period of 5 years from the date of this Agreement and shall generate $304,794.91 in total sales
revenue and provide PAEDC evidence of same as detailed in the Agreement attached hereto as
Exhibit"A"; and
WHEREAS,Motion Industries, Inc. has reviewed and approved the Agreement.
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR,TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That PAEDC is herein authorized to enter into the Agreement with Motion
Industries, Inc., and the President and Secretary of PAEDC are authorized to sign the Agreement
in substantially the same form attached hereto as Exhibit"A".
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the
City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2019,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES:
Mayor
Councilmembers
#1667870
Page 2
NOES:
Thurman Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVE S
etiZJ
Floyd Batis e, PAEDC C
APPR. ►, AS TO FORM:
Guy N. Goodson, PAEDC Attorney
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
APPROVED AS TO AVAILABILIY OF FUNDS:
Kandy Daniel$, Interim Finance Director
#1667870 Page 3
Exhibit "A "
ECONOMIC INCENTIVE CONTRACT & LOAN AGREEMENT
BETWEEN THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC
DEVELOPMENT CORPORATION
&
MOTION INDUSTRIES, INC.
Executive Summary
Motion Industries, Inc. (the "Incentive Recipient") headquartered in Birmingham, Alabama,
and authorized to do business in Texas is a distributor of industrial parts and has 300,000 customers
nationwide. Incentive Recipient currently has two locations in the Southeast Texas region. One
location is located in Groves,Texas and the other location is located in Port Arthur,Texas. Incentive
Recipient plans to relocate its entire Southeast Texas distribution center to the Port Arthur Business
Park. Incentive Recipient plans to enter into a ten (10) year lease agreement with [Landlord Entity]
for the lease of a 59,600 square foot building located at 900 South Business Park Drive in Port Arthur,
Texas. The relocation of the Southeast Texas distribution center will increase the amount of sales tax
generated and collected in the City of Port Arthur.
PAEDC has agreed as consideration for the promise and performance of Incentive Recipient
to conditionally grant Incentive Recipient $304,794.91 in accordance with an Economic Incentive
Contract& Loan Agreement(the"Agreement")to go towards the purchase price resulting in reduced
lease payments for the building located in the Port Arthur Business Park. PAEDC and Incentive
Recipient have agreed that incentive credits shall be in an amount not to exceed $304,794.91.
Incentive Recipient shall comply with the Performance Milestone Schedule in the Agreement
to meet its promised performance under the Agreement, and to provide all reports and other
affirmative commitments as outlined in the Agreement.
Incentive Recipient shall secure the conditional loan by having [Landlord Entity] sign the
Owner's Consent to Pledge wherein [Landlord Entity] will provide a Letter of Credit from Oakworth
Bank the full incentive amount.
Incentive Recipient has further agreed to execute the First Source Referral Agreement and to
utilize the services of the PAEDC on a non-exclusive basis to find qualified applicants for
employment at the Project.
ECONOMIC INCENTIVE & LOAN AGREEMENT BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND
MOTION INDUSTRIES, INC.
("INCENTIVE RECIPIENT")
INTRODUCTION _
AGREEMENT TERM _
PARTIES _
PROMISED PERFORMANCE
(A) PERFORMANCE BY PAEDC
(B) PERFORMANCE BY INCENTIVE RECIPIENT
(C) CREDITS—SUBSTITUTE PERFORMANCE
(D) FIRST SOURCE REFERRAL AGREEMENT
PERFORMANCE MILESTONE SCHEDULE
CONDITIONAL OBLIGATIONS AND LIMITED LIABILITY OF PAEDC _
LIQUIDATED DAMAGES FOR BREACH OF AGREEMENT _
RECORDS/INSPECTION/PAEDC AUDIT _
HOLD HARMLESS _
SUBCONTRACTS _
CONFLICT OF INTEREST/DISCLOSURE OBLIGATION _
NONDISCRIMINATION/EMPLOYMENT/REPORTING _
LEGAL AUTHORITY _
NOTICE OF LEGAL OR REGULATORY CLAIMS
CHANGES AND AMENDMENTS _
DEFAULT/TERMINATION _
COMPLIANCE AUDITS _
SUPPLEMENTAL COVENANT —
ENVIRONMENTAL REQUIREMENTS _
ORAL AND WRITTEN AGREEMENTS/PRIOR AGREEMENTS _
VENUE
ADDRESS OF NOTICE AND COMMUNICATIONS _
CAPTIONS _
COMPLIANCE WITH FEDERAL,STATE AND LOCAL LAWS —
CONDITIONS PRECEDENT _
MISCELLANEOUS _
ATTORNEY APPROVALS _
AGREEMENT EXECUTION
Exhibit"A" Conditional Commercial Promissory Note
Exhibit"B" Letter of Credit
Exhibit"C" Owner's Inducement Agreement
Exhibit"D" Certification Regarding Lobbying
Exhibit"E" Compliance Statement
Exhibit"F" First Source Referral Agreement
Exhibit"G" Incentive Recipient Application to PAEDC
Exhibit"H" Lease between Graham&Company&Motion Industries,LLC
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ECONOMIC INCENTIVE CONTRACT & LOAN AGREEMENT BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND
MOTION INDUSTRIES, INC.
("INCENTIVE RECIPIENT")
INTRODUCTION
Motion Industries, Inc. (the "Incentive Recipient") headquartered in Birmingham, Alabama,
and authorized to do business in Texas is a distributor of industrial parts and has 300,000 customers
nationwide. Incentive Recipient currently has two locations in the Southeast Texas region. One
location is located in Groves,Texas and the other location is located in Port Arthur,Texas. Incentive
Recipient plans to relocate its entire Southeast Texas distribution center to the Port Arthur Business
Park. Incentive Recipient plans to enter into a ten (10) year lease agreement with [Landlord Entity]
for the lease of a 59,600 square foot building located at 900 South Business Park Drive in Port Arthur,
Texas. The relocation of the Southeast Texas distribution center will increase the amount of sales tax
generated and collected in the City of Port Arthur.
AGREEMENT TERM
EFFECTIVE DATE
1. This Economic Incentive Contract and Loan Agreement ("Agreement") is entered into
with an effective date of , 2019 (the "Effective Date"), by and between the PAEDC and
Incentive Recipient.
TERMINATION DATE
2. This Agreement expires on the earlier of March 30, 2025 or thirty(30)days after Incentive
Recipient becomes entitled to credits equal to $304,794.91 or the date upon which Incentive
Recipient breaches the Agreement, subject to earlier termination or extension, voluntary or
involuntary, as provided herein(the"Termination Date"). The period from the Effective Date of this
Agreement through and including the Termination Date of this Agreement as provided in the previous
sentence hereof, is sometimes referred to in this Agreement as the "Term" of this Agreement.
PARTIES
3. City of Port Arthur Section 4A Economic Development Corporation("PAEDC"), located
at 501 Procter Street, Port Arthur, Texas, 77640, is a corporation. It is duly authorized to do business
in the State of Texas under Chapter 504, Local Government Code (the "Development Corporation
Act of 1979" as amended) and duly authorized by Resolution of the City Council of the City of Port
Arthur (the "City") to enter into this Agreement. As so authorized and as provided by the PAEDC
bylaws, the President and Secretary of the PAEDC Board have the authority to execute this
Agreement.
4. Motion Industries, Inc. ("Incentive Recipient") is an Alabama corporation registered to do
business in Texas. Incentive Recipient's corporate address is 1605 Alton Road, Birmingham,
Alabama 35210-3770 and registered agent is CT Corporation System and address for the registered
agent is 1999 Bryan Street, Suite 900, Dallas, Texas 75201-3136.
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PROMISED PERFORMANCE
5. The parties agree to perform as follows.
(a) PERFORMANCE BY PAEDC
PAEDC shall conditionally grant Incentive Recipient an incentive of $304,794.91,
subject to the conditions and limitations herein, which Incentive Recipient is not
required to repay unless Incentive Recipient breaches this Agreement.
ii. The conditional grant to Incentive Recipient shall be for the lease payments to Graham
& Company for the lease of a commercial building in the PAEDC Business Park as
more fully described in the Lease attached hereto as Exhibit "H" to this Agreement
(the "Property").
(b) PERFORMANCE BY INCENTIVE RECIPIENT
(1) Incentive Recipient, subject to the terms and conditions of the Lease Agreement, shall
provide PAEDC a status report regarding its move to the property no later than the
deadline as shown in the Performance Milestone Schedule in this Agreement.
(2) Incentive Recipient shall begin business operations out of its Port Arthur Facility by
March 30, 2020.
(3) Incentive Recipient shall continually conduct business operations during normal
business hours for a period of five (5) years from the date of this Agreement unless
earlier terminated in accordance with Section 2 of this Agreement.
(4) Incentive Recipient shall generate $304,794.91 in total sales tax revenue and provide
PAEDC evidence of same; provided that such amount may be reduced by credits
applied in accordance with Section 5(c), below.
(5) Incentive Recipient shall provide PAEDC an Owner's Inducement Agreement from
[Landlord Entity] as set forth in Exhibit"C" and deliver to PAEDC a letter of credit
securing such Owner Inducement Agreement .
(6) Incentive Recipient will be required to meet the conditions and agreements set forth
in the First Source Referral Agreement attached hereto as Exhibit "F" and made a
part hereof for all purposes.
(7) On demand by PAEDC and in response to Incentive Recipient's failure to achieve a
performance milestone, Incentive Recipient shall provide PAEDC with reasonable
assurances, proposed by Incentive Recipient and reasonably acceptable to PAEDC,
that it has both the intention and the capabilities to perform fully its contractual
obligations.
(C) CREDITS—SUBSTITUTE PERFORMANCE
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Incentive Recipient may earn credits according to the following terms, to satisfy its
performance of this Agreement or either reduce the duration of this Agreement or reduce
the amount of liquidated damages in the event Incentive Recipient breaches the
Agreement.
(1) Total credits cannot exceed $304,794.91.
(2) Incentive Recipient will forfeit any credits it earned during a period for which a report
is scheduled but Incentive Recipient fails to issue the report despite notice of need for
such report from PAEDC.
(3) Incentive Recipient will receive a $1.00 credit for each $1.00 of payroll paid to
residents of Port Arthur during the term of the incentive agreement. PAYROLL TO
NON-RESIDENTS CANNOT BE CREDITED.
(4) Incentive Recipient will receive a $1.00 credit for each $1.00 of sales tax generated
during the term of this Agreement.
(5) If Incentive Recipient has not logged credits equal to the $304,794.91 as committed,
but has operated its facilities and paid all property taxes and other city taxes, fees and
assessments associated with the Project through and including March 30, 2025.
Incentive Recipient may (i) cancel its remaining obligations of this Agreement or(ii)
request an extension of the term of this Agreement.
(d) FIRST SOURCE REFERRAL AGREEMENT
PAEDC has adopted policies and procedures to assist Incentive Recipient in locating a
qualified workforce within the City. The First Source Referral Agreement is incorporated
into this Agreement in Exhibit "F" ("First Source"). Incentive Recipient has agreed to
the policies and procedures within First Source as a resource and referral for all
appropriate new job openings of Incentive Recipient.
PERFORMANCE MILESTONE SCHEDULE
6. Upon failure to achieve a performance milestone and after Incentive Recipient has been
given an opportunity of no less than thirty(30)days to cure a default,PAEDC may demand reasonable
assurances' from Incentive Recipient that it can and will fully perform its contractual obligations.
Failure to provide such reasonable assurances following demand of PAEDC is a breach of contract.
7. Incentive Recipient's performance milestones are contained in the following table. Upon
receipt of any status report listed below, PAEDC shall, as requested by Incentive Recipient, issue
documentation to the Incentive Recipient setting forth the total uncredited/unpaid amount remaining.
1 Examples of reasonable assurances are copies of pending contracts and customer commitment letters and/or payment
of an agreed amount showing commitment to contractual obligations.
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PERFORMANCE MILESTONE SCHEDULE
Deadline Milestone
(a) JULY 31, 2019 MOTION INDUSTRIES will issue a status report on their move into the lease
space in the Spur 93 Business Park to PAEDC
MARCH 30, 2020 MOTION INDUSTRIES will provide PAEDC with their Sales Tax
(b) MARCH 30, 2020
Report for 3rd and 4th quarter of year ending 2019
(c) MARCH 30 2020 MOTION INDUSTRIES will provide PAEDC with W-2's for all Port
' Arthur Residents hired during the 3rd and 4th quarters of 2019.
MARCH 30 2021 MOTION INDUSTRIES will provide PAEDC with their Sales Tax
(d) Report for 1st, 2nd, 3rd and 4th quarters of year ending 2020
(e) MARCH 30, 2021 MOTION INDUSTRIES will provide PAEDC with W-2's for all Port
Arthur Residents hired during year 2020
(0 MARCH 30 2022 MOTION INDUSTRIES will provide PAEDC with their Sales Tax
' Report for 1St, 2nd, 3rd and 4th quarters of year ending 2021
(g) MARCH 30, 2022 MOTION INDUSTRIES will provide PAEDC with W-2's for all Port
Arthur Residents hired during year 2021
MARCH 2023 MOTION INDUSTRIES will provide PAEDC with their Sales Tax
(h) 30, Report for 1St, 2na, 3rd and 4th quarters of year ending 2022
MARCH 2023 MOTION INDUSTRIES will provide PAEDC with W-2's for all Port
(i) 30, Arthur Residents hired during year 2022
MOTION INDUSTRIES will provide PAEDC with their Sales Tax
(j) MARCH 30, 2024 Report for 1st, 2nd, 3rd and 4th quarters of year ending 2023
MARCH 2024 MOTION INDUSTRIES will provide PAEDC with W-2's for all Port
(k) 30, Arthur Residents hired during year 2023
MARCH 30, 2025 MOTION INDUSTRIES wll provide PAEDC with their Sales Tax
(1) Report for 1 , 2nd, 3 and 4thquarters of year ending 2024
MARCH 30, 2025 MOTION INDUSTRIES will provide PAEDC with W-2's for all Port
(m) Arthur Residents hired during year 2024
(m) MARCH 30, 2025 Once all contractual obligations are met, PAEDC closes file.
PAEDC'S CONDITIONAL OBLIGATIONS AND LIMITED LIABILITY
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8. Incentive Recipient shall not use the Property for any purpose(s) other than that
specifically disclosed herein and as further disclosed within its Application made by or on behalf of
Incentive Recipient, which is incorporated herein for all purposes.
9. Incentive Recipient may not assign any of its rights under this Agreement without the prior
written consent of the PAEDC and the City, except for Permitted Affiliates as defined herein, nor
may Incentive Recipient make any collateral security agreements as to the personal property located
on the Property without the prior written consent of PAEDC which consent shall not unreasonably be
withheld, delayed or conditioned.
LIQUIDATED DAMAGES FOR BREACH OF AGREEMENT
10. In the event Incentive Recipient fails to perform its obligations under this Agreement,
following notice thereof from PAEDC and following a thirty(30)day opportunity to cure the default,
Recipient shall pay to PAEDEC within thirty(30)days after written demand therefor an amount equal
to the original PAEDC grant, minus any credits earned. Further, the PAEDC shall be entitled to
recover its reasonable and customary attorney's fees and court costs incurred in collection of said
obligation and such remedies as are provided at law or in equity.
11. It is expressly understood and agreed by the parties that the exercise of any right or remedy
shall not preclude the exercise of any other right or remedy under this Agreement or under any
provision of law,nor shall any action taken in the exercise of any right or remedy be deemed a waiver
of any other rights or remedies. Failure to exercise any right or remedy hereunder shall not constitute
a waiver of the right to exercise that or any other right or remedy at any time.
RECORDS/INSPECTION/PAEDC AUDIT
12. Incentive Recipient acknowledges that while it does not have an affirmative obligation to
create additional payroll for the hiring of Port Arthur residents, as employment at the Project in the
Business Park expands,Incentive Recipient shall utilize the First Source Referral Agreement to locate
qualified employment applicants for its business requirements.
13. Incentive Recipient shall maintain employment records as necessary to allow the PAEDC
to audit and verify proper utilization of First Source and to verify any and all other covenants,
representations and warranties contained herein and in Incentive Recipient's Application.
14. Upon ten-day(10-day) advance notice, Incentive Recipient shall give the PAEDC, or any
of its duly authorized representatives, access to and right to examine all books, accounts, records,
reports, files and other papers, things or property directly related to this Agreement and belonging to
or in use by Incentive Recipient. Such rights to access shall continue as long as the records related to
this Agreement are retained by Incentive Recipient. Incentive Recipient agrees to maintain such
records in an accessible location. All information obtained by the PAEDC, or its duly authorized
representatives, shall be regarded as the confidential business information of Incentive Recipient and
the PAEDC shall take reasonable measures to protect such information from disclosure to third
parties; however, PAEDC is subject to the requirements of the Texas Open Meetings Act and Open
Records Act (Tex. Gov. Code, 551 & 552). Incentive Recipient agrees that disclosures to the public
required by the Texas Open Meetings Act, Texas Open Records Act, or any other legal requirement
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will not expose PAEDC (or any party acting by, through or under PAEDC) to any claim, liability or
action by Incentive Recipient (or any party working by, through or under).
15. All records pertinent to this Agreement shall be retained by Incentive Recipient at least
three years following the date of termination of this Agreement, whether said termination is a result
of default or whether said termination is a result of final submission of a close out report by Incentive
Recipient detailing its compliance with its obligations provided herein. Further, in the event any
litigation, claim or audit arising out of or related to this Agreement is instituted before the expiration
of the three(3) year period and extends beyond the three year period, the records will be maintained
until all litigation, claims or audit findings involving this Agreement and the records made the basis
of same have been resolved.
16. Incentive Recipient shall provide PAEDC with all reports necessary for PAEDC
compliance with the Chapters 501, 504, Texas Local Government Code, as amended.
17. It is expressly understood and agreed by the parties hereto that if Incentive Recipient fails
to submit to PAEDC in a timely and satisfactory manner any report required by this Agreement,
PAEDC may, at its sole discretion, demand assurances that Incentive Recipient can and will fully
perform its contractual obligations. If Incentive Recipient fails to provide adequate assurances then
Incentive Recipient is in breach, and PAEDCshall have the rights and remedies set forth in Section
32,below.
18. The PAEDC reserves the right, from time to time, to carry out field inspections/audits to
ensure compliance with the requirements of this Agreement. After completion of any such audit, the
PAEDC may provide Incentive Recipient with a written report of the audit findings. If the audit
report details deficiencies in its performance under the terms and conditions of this Agreement, the
PAEDC may establish requirements for the timely correction of any such deficiencies by Incentive
Recipient.
HOLD HARMLESS
19. INCENTIVE RECIPIENT AGREES TO HOLD HARMLESS THE PAEDC AND THE
CITY OF PORT ARTHUR FROM ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF
ACTION OF ANY KIND OR CHARACTER WHICH MAY BE ASSERTED BY ANY THIRD
PARTY OCCURRING, ARISING OUT OF OR IN ANY WAY RELATED TO THIS
AGREEMENT, THE PROJECT MADE THE BASIS OF THIS AGREEMENT, AND THE
UTILIZATION OF GRANT FUNDS PROVIDED BY THIS AGREEMENT, PROVIDED THAT
SUCH CLAIM, DEMAND OR CAUSE OF ACTION DOES NOT ARISE FROM ANY FRAUD
OR MISCONDUCT ON THE PART OF THE PAEDC OR THE CITY OF PORT ARTHUR, OR
ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF EITHER.
SUBCONTRACTS
20. Incentive Recipient may not subcontract for performance credits described in this
Agreement without obtaining PAEDC's written approval, which may be withheld for any reason.
Incentive Recipient shall only subcontract for performance credits described in this Agreement after
Incentive Recipient has submitted a Subcontractor Eligibility Request, as specified by PAEDC, for
each proposed subcontract, and Incentive Recipient has obtained PAEDC's prior written approval.
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Incentive Recipient, in subcontracting for any performances described in this Agreement, expressly
understands that in entering into such subcontracts, PAEDC is in no way liable to Incentive
Recipient's subcontractor(s).
21. In no event shall PAEDC's prior written approval of a subcontractor's eligibility, be
construed as relieving Incentive Recipient of the responsibility for ensuring that the performances
rendered under all subcontracts are rendered so as to comply with all terms of this Agreement, as if
such performances rendered were rendered by Incentive Recipient. PAEDC's approval does not
constitute adoption, ratification, or acceptance of Incentive Recipient's or subcontractor's
performance hereunder. PAEDC maintains the right to insist upon Incentive Recipient's full
compliance with the terms of this Agreement, and by the act of subcontractor approval, PAEDC does
not waive any right of action which may exist or which may subsequently accrue to PAEDC under
this Agreement.
22. Incentive Recipient, as well as all of its approved subcontractors, shall comply with all
applicable federal, state, and local laws, regulations, and ordinances for making procurement under
this Agreement.
CONFLICT OF INTEREST/DISCLOSURE OBLIGATION
23. Conflict of Interest: No employee, agent, officer or elected or appointed official of the
City of Port Arthur or the PAEDC who has participated in a decision making process related to this
Agreement(without recusing him/herself and executing a conflict affidavit)may obtain a personal or
financial interest or benefit from an PAEDC assisted activity, or have an interest in any contract,
subcontract, or agreement (or proceeds thereof) with respect to an PAEDC assisted activity, during
their tenure or for one (1) year thereafter. Insofar as relates to the conduct hereunder of Incentive
Recipient, its agents, employees or representatives, Incentive Recipient shall ensure compliance with
applicable provisions under Chapters 501, 504, Texas Local Government Code and Chapter 171,
Texas Local Government Code.
24. Disclosure: In conjunction with execution of this Agreement, Incentive Recipient has fully
disclosed to PAEDC all known and potential owners of interests in Incentive Recipient (whether
shareholder, partner, limited partner, manager, member or otherwise). In the event of any change in
ownership or control of Incentive Recipient of five percent (5%) or greater, except involving
Permitted Affiliates, Incentive Recipient shall notify PAEDC in writing. Further, Incentive Recipient
shall be obligated to notify in writing the PAEDC in the event any time prior to, during or one (1)
year after the term of this Agreement, any City or PAEDC employee or representative or any third
party with a conflict of interest obtains or proposes to obtain a financial benefit, direct or indirect,
from Incentive Recipient. Failure to provide said notice immediately or no later than five(5)business
days after receipt of information shall constitute a default herein. Notwithstanding the foregoing, this
Section 24 shall not apply so long as Incentive Recipient is a publicly traded company.
NONDISCRIMINATION/EMPLOYMENT/REPORTING
25. Incentive Recipient shall ensure that no person shall on the grounds of race,color,religion,
sex, handicap, or national origin be excluded from participation in, be denied the benefits of, or be
subjected to discrimination under any program or activity funded in whole or in part with funds
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provided under this Agreement. Additionally, funds shall be used in accordance with the following
requirements:
(a) Opportunities for training and employment arising in connection with the planning and
carrying out of any project assisted with PAEDC funds provided under this Agreement be
given in Incentive Recipient's discretion, reasonably exercised, to Port Arthur residents;
and
(b) Agreements for work to be performed in connection with the Project shall be awarded in
Incentive Recipient's discretion, reasonably exercised, to Port Arthur residents and
businesses, including, but not limited to, individuals or firms doing business in the field
of planning, consulting, design, architecture, building construction, rehabilitation,
maintenance, or repair, which are located in or owned in substantial part by persons
residing in the City.
(c) If Incentive Recipient advertises for employment then it shall among any other advertising
that it chooses to undertake covenants that it will advertise as required in Exhibit "F".
Incentive Recipient acknowledges that PAEDC does not intend to restrain any advertising
in additional publications or media nor direct any others than that stated.
LEGAL AUTHORITY
26. Incentive Recipient assures and guarantees it possesses legal and/or corporate authority
(i) to enter into this Agreement, receive the conditional grant authorized by this Agreement, and (ii)
to perform the obligations hereunder. Incentive Recipient has provided,or shall provide, as requested
by the PAEDC, such resolutions or other required authorizations necessary to evidence this authority.
27. The person or persons signing and executing this Agreement on behalf of Incentive
Recipient, or representing themselves as signing and executing this Agreement on behalf of Incentive
Recipient, do hereby warrant and guarantee that he, she, or they have been duly authorized by
Incentive Recipient to execute this Agreement on behalf of Incentive Recipient and to validly and
legally bind Incentive Recipient to all terms, performances, and provisions herein set forth.
NOTICE OF LEGAL OR REGULATORY CLAIMS
28. Incentive Recipient shall give PAEDC immediate notice in writing of 1)any material legal
or regulatory action, including any material proceeding before an administrative agency filed against
Incentive Recipient involving the Property; and 2) any material claim against Incentive Recipient,
which may impede continued operations at the Property. Except as otherwise directed by PAEDC,
Incentive Recipient shall furnish immediately to PAEDC copies of all pertinent documentation of any
kind received by Incentive Recipient with respect to such action or claim.
CHANGES AND AMENDMENTS
29. Except as specifically provided otherwise in this Agreement, any alterations, additions, or
deletions to the terms of this Agreement shall be by amendment in writing and executed by all parties
to this Agreement. Such amendments must be approved by the PAEDC Board of Directors and, by
the City Council.
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30. It is understood and agreed by the parties hereto that performances under this Agreement
must be rendered in accordance with the regulations promulgated under the Development Corporation
Act,the written assurances and certifications made to PAEDC by Incentive Recipient,and the written
assurances and certifications made to the City with regard to the operation of the PAEDC's Projects.
31. Any alterations, additions, or deletions to the terms of this Agreement which are required
by changes in Federal, state law or local law are automatically incorporated into this Agreement
without written amendment hereto, and shall become effective on the date designated by such law or
regulation.
DEFAULT/TERMINATION
32. In the event of default of any of the obligations of Incentive Recipient detailed herein or
in the event of breach of any of the representations of or warranties of Incentive Recipient either
detailed herein or in its application to the PAEDC, and following any notice and opportunity to cure
provided for in this Agreement, the PAEDC may, at its sole option, terminate this Agreement, in
whole or in part. In the event of such termination, the PAEDC may, at its sole option, utilize one or
more of the following actions to resolve or otherwise remedy said default:
(a) (iii) Recover liquidated damages from Recipient in accordance with Section 10,
above.
(b) Disallow all or a part of the incentives which are not in compliance with the terms and
conditions of this Agreement or in compliance with the representations and warranties
contained within this Agreement and Incentive Recipient's application to the PAEDC.
(c) Withhold and/or disallow further PAEDC incentives to Incentive Recipient.
(d) Exercise any and all other remedies that may be legally available to the PAEDC, under
the laws of the State of Texas and as authorized by the terms and conditions of this
Agreement.
33. In addition to the foregoing, the parties agree that this Agreement may be terminated at
any time when both parties agree, in writing, to the terms and conditions of any such voluntary
termination.
COMPLIANCE AUDITS
34. If directed by PAEDC Board, and in no case more than once per year, Incentive Recipient
shall arrange for the performance of a compliance audit, by a certified public accountant, of
performances rendered under this Agreement, subject to the following conditions and limitations:
(a) Incentive Recipient shall have a compliance audit which may be limited to use of funds or
discount received from the PAEDC, made for any of its fiscal years included within the
Term of this Agreement in which Incentive Recipient receives more than $50,000 in
PAEDC financial assistance provided by PAEDC in the form of grants, contracts, loans,
loan guarantees, property, cooperative agreements, interest subsidies, or direct
#1658522 Page 11
appropriations. Said audit must be received and accepted by the Chief Executive Officer
of PAEDC and/or the PAEDC Board.
(b) Unless otherwise specifically authorized by PAEDC in writing, Incentive Recipient shall
submit the report of such audit to PAEDC within thirty(30) days after completion of the
audit, but no later than one hundred twenty(120) days after the end of each fiscal period
included within the Term of this Agreement.
35. Incentive Recipient understands and agrees that it shall be liable to reimburse immediately
PAEDC for any costs disallowed pursuant to financial and compliance audit(s) of funds received
under this Agreement.
36. Incentive Recipient shall take all necessary actions to facilitate the performance of any
and all such audits, whether annual, mandatory or otherwise requested under this Agreement.
37. Subject to financial privacy requirements of Incentive Recipient and properly designated
requests for non-disclosure due to proprietary reasons, all approved audit reports may be made
available for public inspection.
SUPPLEMENTAL COVENANT
38. Incentive Recipient and any branch,division or department of Incentive Recipient certifies
that they have not and will not knowingly employ an "undocumented worker" which means "an
individual who, at the time of employment, is not lawfully admitted for permanent residence to the
United States or authorized under law to be employed in that manner in the United States."
39. Incentive Recipient acknowledges that it has reviewed Chapter 2264, Texas Government
Code and hereby affirmatively agrees by execution of this Agreement to repay the amount of any
incentive not later than the 120th day after the date PAEDC notifies Incentive Recipient of a violation.
40. Incentive Recipient acknowledges PAEDC may bring a civil action or cover any amounts
owed under this Chapter and further acknowledges that PAEDC may recover court costs and
reasonable attorneys' fees incurred in an action brought under §2264.101(a). Incentive Recipient is
not liable for a violation of this Chapter by a subsidiary, affiliate or franchisee of the Incentive
Recipient or by a person with whom the Incentive Recipient contracts.
ENVIRONMENTAL REQUIREMENTS
41. Incentive Recipient acknowledges that there are certain covenants and restrictions as to
the operation of facilities within the Business Park as stated in the filed and recorded Covenants and
Restrictions. As the Project will be located on the Property within the Business Park, Incentive
Recipient not only agrees to meet the covenants and restrictions of the Business Park, but also to
operate and maintain the Project in conformance with all local, state and federal regulations and to
maintain the Property in a condition that will not be a nuisance either to the PAEDC or other business
operations within the Business Park. During the Term of this Agreement, Incentive Recipient also
agrees to allow PAEDC or its duly authorized officers, agents, employees, contractors or
subcontractors access to the Property and the Project for environmental review and compliance
monitoring upon reasonable advance written notice of at least 72 hours with Incentive Recipient
#1658522 Page 12
allowed to monitor such access and to obtain split samples all subject to PAEDC agreeing to restore
the Property to the condition prior to its investigation and to indemnify Incentive Recipient for any
damage or harm to the extent caused by or arising from PAEDC or its duly authorized officers,agents,
employees, contractors or subcontractors' subject actions upon the Property. Incentive Recipient
further agrees that Incentive Recipient shall make all reasonable efforts to assist PAEDC in handling
inquiries and complaints from persons and agencies seeking redress in relation to environmental
reviews, audits, notices of violation or other administrative proceedings covered by appropriate
permits or certifications as to the Property and/or the Project.
ORAL AND WRITTEN AGREEMENTS/PRIOR AGREEMENTS
42. All oral and written contracts between the parties to this Agreement relating to the subject
matter of this Agreement that were made prior to the execution of this Agreement have been reduced
to writing and are contained in this Agreement.
43. The documents required below are hereby made a part of this Agreement, and constitute
promised performances by Incentive Recipient in accordance with this Agreement:
Required
Exhibit"A" Intentionally Omitted
Exhibit"B" Letter of Credit
Exhibit"C" Owner's Inducement Agreement
Exhibit"D" Certification Regarding Lobbying
Exhibit"E" Compliance Statement
Exhibit"F" First Source Referral Agreement
Exhibit"G" Incentive Recipient Application to PAEDC
Exhibit "H" Lease between Graham & Company& Motion Industries, Inc.
VENUE
44. For purposes of litigation that may accrue under this Agreement, venue shall lie in
Jefferson County, Texas, where substantially all the performance will occur.
ADDRESS OF NOTICE AND COMMUNICATIONS
City of Port Arthur Section 4A Economic Development Corporation
501 Procter Street
Port Arthur, Texas 77640
ATTN: Floyd Batiste, Chief Executive Officer
Motion Industries, Inc.
ATTN:
Telephone:
E-mail:
#1658522
Page 13
All notice requirements set forth herein shall be made in writing by national overnight delivery
service or certified mail.
CAPTIONS
45. This Agreement has been supplied with captions to serve only as a guide to the contents.
The caption does not control the meaning of any paragraph or in any way determine its interpretation
or application.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
46. Incentive Recipient shall comply with all Federal, State and local laws, statutes,
ordinances, resolutions, rules, regulations, orders and decrees of any court or administrative body or
tribunal, including those related to the activities and performances of Incentive Recipient under this
Agreement. Upon request by PAEDC and by the City, Incentive Recipient shall furnish satisfactory
proof of its compliance herewith.
CONDITIONS PRECEDENT
47. This agreement has no legal consequences, and neither party shall rely on the agreement,
unless and until
a. Both the PAEDC Board and the Port Arthur City Council approve the Agreement in
its final executed form.
b. The Lease Agreement is executed between Motion Industries, Inc. and [Landlord
Entity]
c. .
d. .
MISCELLANEOUS
48. Permitted Affiliates. For purposes of this Section, "Permitted Affiliates" shall mean (i) a
subsidiary of Buyer, (ii) a corporation or other entity into or with which Buyer has merged or
consolidated, or to which substantially all of Buyer's stock or assets are transferred, (iii) any
corporation or other entity which controls, is controlled by, or is under common control with Buyer,
(iv) a limited liability company in which Buyer is a member, or (v) any corporation or other entity
with which Buyer is otherwise affiliated.
49. Force Majeure. No Party shall be liable for any failure to perform its obligations where
such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or
other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or
not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist
activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or
interruption or failure of electricity or communication service, and no other Party will have a right to
terminate this Agreement in such circumstances.
#1658522 Page 14
Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable
steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable
events, that all non-excused obligations were substantially fulfilled, and that the other Party was
timely notified of the likelihood or actual occurrence which would justify such an assertion, so that
other prudent precautions could be contemplated.
50. PAEDC Approval Pursuant to Covenants and Restrictions. PAEDC shall not
unreasonably withhold, delay or condition its approval to any consent or approval it retains the right
to grant pursuant to the Covenants and Restrictions of record at the Closing of the Lease Agreement.
#1658522 Page 15
ATTORNEY APPROVALS
APPROVED AS TO FORM:
Guy Goodson, General Counsel for PAEDC
VERIFIED BY
CITY COUNCIL RESOLUTION:
Resolution Number:
Valecia R. Tizeno, City Attorney
#1658522 Page 16
AGREEMENT EXECUTION
CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of , 2019.
By: By:
President Secretary
EDC Representative EDC Representative
#1658522 Page 17
MOTION INDUSTRIES, INC.
SIGNED AND AGREED TO on the day of , 2019.
By:
Title
Acknowledgment
#1658522
Page 18
EXHIBIT "A"
INTENTIONALLY OMITTED
EXHIBIT "B"
FORM OF LETTER OF CREDIT
[Attached]
Page 2
EXHIBIT "C"
OWNER INDUCEMENT AGREEMENT
THIS INDUCEMENT AGREEMENT is made as of June , 2019, by
, a _("Landlord"), having an address
, to CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION ("PAEDC"), having an address at 501 Procter Street, Port Arthur, Texas.
WHEREAS, PAEDC and Motion Industries, Inc. ("Incentive Recipient") (or their
respective predecessors in interest) entered into that certain Economic Incentive Contract dated_
,whereby Incentive Recipient agreed to perform certain actions in exchange
for payment of$304,794.91 (the Incentive");
Whereas, Incentive Recipient is a tenant of Landlord, and Landlord's executing this
Inducement Agreement is a material inducement to PAEDC to enter into the Economic Incentive
Contract;
WHEREAS, each capitalized term in this Inducement Agreement shall have the same
meaning ascribed to such term in the Economic Incentive Contract, unless otherwise defined
herein.
NOW THEREFORE, in consideration of the premises, and of other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, Landlord agrees with
PAEDC as follows:
1. Landlord covenants and agrees to deliver to PAEDC an irrevocable letter of Credit(the
"L/C") in the form of, and upon all of the terms and conditions contained in, Exhibit B
attached to the Economic Incentive Contract.The L/C shall provide for one(1)or more
draws by PAEDC up to the aggregate amount of US $304,794.91 (the "Original
Aggregate Draw"). PAEDC may elect from time to time to draw upon all or any part
of the remaining proceeds of the L/C if Incentive Recipient fails to perform its payment
obligations under Section 10 of the Economic Incentive Contract when due; provided
that PAEDC shall not (a) draw upon the L/C in excess of the amount then owed by
Incentive Recipient under Section 10 of the Economic Incentive Contract or (b) draw
upon the L/C if Landlord, in its sole discretion and without obligation to do so, pays
the deficiency within thirty(30) days after written notice from PAEDC of the amount
owed. At any time during the term of the Economic Incentive Contract, Landlord may
elect to replace the existing L/C with a new L/C providing for a maximum aggregate
draw equal to the Original Aggregate Draw reduced by all credits to which Incentive
Recipient is then entitled under the Economic Incentive Contract.
2. The parties agree that this Inducement Agreement shall terminate upon the later to
occur of(a) the satisfaction of all Incentive Recipient's payment obligations under the
Economic Incentive Contract or(b)the expiration of the Economic Incentive Contract.
Page 3
Upon such termination, PAEDC shall promptly surrender the L/C to Landlord and
Landlord may cancel the L/C.
3. Capitalized terms not otherwise defined in this Guaranty shall have the same meaning
as set forth in the Economic Incentive Contract.
[Signature page follows]
Page 4
IN WITNESS WHEREOF, the parties have caused this Inducement Agreement to be
executed effective as of the date first above written.
LANDLORD:
, a
By:
Name:
Title:
Page 5
EXHIBIT "D"
CERTIFICATION REGARDING LOBBYING
For Contracts, Grants, Loans, and Cooperative Agreements
The undersigned certifies, to the best of his knowledge and belief, that:
1. No funds have been paid or will be paid,by or on behalf of the undersigned, to any
person for wrongfully influencing or wrongfully attempting to influence an officer
or employee of any agency, a member of the City or of the PAEDC in connection
with the awarding of any contract,the making of any grant,the making of any loan,
the entering into of any cooperative agreement, or modification of any contract,
grant, loan, or cooperative agreement.
2 The undersigned shall require that the language of this certification be included in
the award documents for all sub-awards at all tiers (including subcontracts, sub-
grants, and contracts under grants, loans, and cooperative agreements), and that all
Subs shall certify and disclose accordingly.
This certification is material representation of fact which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering
into this transaction.
By:
Signature
Its:
Title
EXHIBIT "E"
COMPLIANCE STATEMENT
Motion Industries, Inc. hereby certifies that it has fully complied with Local Government
Code §176.006, effective June 18, 2005, which mandates the disclosure requirements for persons
who contract or seek to contract with a local governmental entity.
Motion Industries, Inc.,
An Alabama corporation
By:
Signature
Its:
Title
EXHIBIT "F"
FIRST SOURCE REFERRAL AGREEMENT
Resolution Number:
Project Name: MOTION INDUSTRIES, INC.
Project Address:
Project Contact Person:
Project Contact Person Phone Number:
This First Source Referral Agreement (the "Agreement"), for recruitment, referral, and
placement of City of Port Arthur Section 4A Economic Development Corporation (the
"PAEDC"), hereinafter, and Motion Industries, Inc. (the "EMPLOYER"). Under this
Agreement, the EMPLOYER will use PAEDC as its first source for recruitment, referral, and
placement of new hires or employees for the new jobs created by their project and will hire the
number of Port Arthur residents specified for new jobs created by the Project in that certain
Economic Incentive Contract & Loan Agreement (the "Incentive Agreement") between PAEDC
and the EMPLOYER.
I. GENERAL TERMS
A. The EMPLOYER will use PAEDC as its first source for the recruitment, referral
and placement of employees.
B. PAEDC participation in this Agreement will be carried out by its Chief Executive
Officer which is responsible for referral and placement of employees, designated by PAEDC.
C. PAEDC will provide recruitment, referral and placement services to the
EMPLOYER subject to the limitations set out in this Agreement.
D. This Agreement shall take effect when signed by the parties below and shall be
Page-2-
fully effective for the duration of the incentive contract and any extensions or modifications to the
contract.
E. PAEDC and the EMPLOYER agree that for purposes of this Agreement,new hires
and jobs created include all EMPLOYER'S job openings and vacancies in the Port Arthur Area
created as a result of internal promotions, terminations, and expansions of the EMPLOYER'S
workforce, as a result of this project.
II. RECRUITMENT
A. The EMPLOYER will complete the attached Employment Plan,which will indicate
the number of new jobs projected, salary range, and hiring dates. The EMPLOYER will notify
PAEDC of its specific need for new employees as soon as that need is identified.
B. Notification of specific needs,as set forth in Section II.A.must be given to PAEDC
at least five (5) business days (Monday - Friday) before using any other referral source, and shall
include, at a minimum, the number of employees needed by job title, qualification, hiring date,
rate of pay, hours of work, duration of employment, and work to be performed.
C. Job openings to be filled by internal promotion from the EMPLOYER'S current
workforce need not be referred to PAEDC for placement and referral.
D. The EMPLOYER will submit to PAEDC,prior to starting work on the project, the
names, and social security numbers of all current employees, including apprentices, trainees, and
laid-off workers who will be employed on the project.
III. REFERRAL
PAEDC will screen and refer applicants according to the qualifications supplied by the
EMPLOYER.
Page-3-
IV. PLACEMENT
A. PAEDC will notify the EMPLOYER, prior to the anticipated hiring dates, of the
number of applicants PAEDC will refer. PAEDC will make every reasonable effort to refer at least
two qualified applicants for each job opening.
B. The EMPLOYER will make all decisions on hiring new employees but will in good
faith use reasonable efforts to select its new hires or employees from among the qualified persons
referred by PAEDC.
C. In the event PAEDC is unable to refer the qualified personnel requested,within five
(5)business days (Monday- Friday) from the date of notification, the EMPLOYER will be free to
directly fill remaining positions for which no qualified applicants have been referred.
Notwithstanding, the EMPLOYER will still be required to hire Port Arthur residents in the
percentage specified for new jobs created by the Project in that certain Economic Incentive
Contract&Loan Agreement(the"Incentive Agreement")between PAEDC and the EMPLOYER.
D. After the EMPLOYER has selected its employees, PAEDC will not be responsible
for the employees' actions and the EMPLOYER hereby releases PAEDC, from any liability for
employees' actions.
V. TRAINING
PAEDC and the EMPLOYER may agree to develop skills training and on-the-job training
programs; the training specifications and cost for such training will be mutually agreed upon by
the EMPLOYER and PAEDC and set forth in a separate Training Agreement.
VI. CONTROLLING REGULATIONS AND LAWS
A. To the extent this Agreement is in conflict with any labor laws or governmental
regulations, the laws or regulations shall prevail.
Page-4-
B. PAEDC will make every effort to work within the terms of all collective bargaining
agreements to which the EMPLOYER is a party.
C. The EMPLOYER will provide PAEDC with written documentation that the
EMPLOYER has provided the representative of any involved collective bargaining unit with a
copy of this Agreement and has requested comments or objections. If the representative has any
comments or objections, the EMPLOYER will promptly provide them to PAEDC.
VII. EXEMPTIONS
A. Employment openings the contractor will fill with individuals already employed by
the company.
B. Job openings to be filled by laid-off workers according to formally established
recall procedures and rosters.
C. Suppliers located outside of the Port Arthur Area and who will perform no work in
the Port Arthur Area.
VIII. AGREEMENT MODIFICATIONS, RENEWAL, MONITORING,AND PENALTIES
A. If, during the term of this Agreement, the EMPLOYER should transfer possession
of all or a portion of its business concerns affected by this Agreement to any other party by lease,
sale, assignment, merger, or otherwise, the EMPLOYER as a condition of transfer shall:
1. Notify the party taking possession of the existence of the EMPLOYER'S Agreement.
2. Notify the party taking possession that full compliance with this Agreement is required
in order to avoid termination of the project.
3. EMPLOYER shall, additionally, advise PAEDC within seven (7) business/calendar
days of the transfer. This advice will include the name of the party taking possession and
the name and telephone of that party's representative.
Page-5-
B. PAEDC shall monitor EMPLOYER'S performance under this Agreement. The
EMPLOYER will cooperate in PAEDC'monitoring effort and will submit a Contract Compliance
Form to PAEDC quarterly.
C. To assist PAEDC in the conduct of the monitoring review, the EMPLOYER will
make available payroll and employment records for the review period indicated.
D. If additional information is needed during the review,the EMPLOYER will provide
the requested information to PAEDC.
E. With the EMPLOYER submission of the final request for closure of Agreement
from the Board, the EMPLOYER shall:
1. Document in a report to the Compliance Officer compliance with the hiring
requirements specified in the Incentive Agreement to be Port Arthur residents; or
2. Submit a request to the Compliance Officer for a waiver of compliance with the hiring
requirement at the project to be Port Arthur residents and include the following
documentations:
a. Material supporting a good faith effort to comply;
b. Referrals provided by PAEDC and other referral sources; and
c. Advertisement of job openings listed with PAEDC and other referral sources.
F. Willful breach of the First Source Referral Agreement by the EMPLOYER, or
failure to submit the Compliance Report may be enforced by the Compliance Officer through
notification and possible termination of the Incentive Agreement.
G. The EMPLOYER and PAEDC, or such other agent as PAEDC may designate,may
mutually agree to modify this Agreement.
H. The project may be terminated because of the EMPLOYER'S noncompliance with
Page-6-
the provisions of this Agreement.
CITY OF PORT ARTHUR SECTION
4A ECONOMIC DEVELOPMENT CORPORATION
SIGNED AND AGREED TO on the day of , 2019.
By: By:
Ingrid Holmes, President , Secretary
EDC Representative EDC Representative
Page-7-
MOTION INDUSTRIES, INC.
SIGNED AND AGREED TO on the day of , 2019.
By:
Acknowledgment
Page-8-
EXHIBIT "G"
INCENTIVE RECIPIENT APPLICATION TO PAEDC
Page-9-
EXHIBIT "H"
LEASE BETWEEN GRAHAM & COMPANY
AND MOTION INDUSTRIES, INC.
Page-10-