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Home My WebLink AboutPR 14713: EDC - NATIONAL DEVELOPMENT COUNCILP .R. No. 14713 05/01/08 gg/mts RESOLUTION NO. A RESOLUTION APPROVING .THE TECHNICAL ASSISTANCE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR, TEXAS, THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION AND NATIONAL DEVELOPMENT COUNCIL WHEREAS, the City Council for the City of Port Arthur, Texas approved Resolution 06-113 on March 24, 2006, approving a Technical Assistance Agreement by and between the City of Port Arthur. Texas (the "City'), the City of Port Arthur Section 4A Economic Development Corporation ("PAEDC") and the National Development Council ("NDC"); and WHEREAS, the Technical Assistance Agreement, as specified in City Council Resolution No. 06-113, has expired and a request has been made to extend the terms and provisions of said Agreement for a twelve (12) months for the period beginning on or about the 7`n day of May, 2008, through the 6`n day of May, 2009; and WHEREAS, the Technical Assistance Agreement, attached hereto as Exhibit "A" and made a part. hereof for all purposes has been approved by the Board of Directors of the PAEDC at their regular meeting on April 23, 2008; and WHEREAS, a provision has been added that: "PAEDC will be paying 100% of the contract price. The projects need to be primarily projects consistent with the authority and limits of the PAEDC."; and WHEREAS, the Boazd of Directors of the PAEDC has requested the approval and execution of the Technical. Assistance Agreement, attached hereto as Exhibit "A", by.the City. NOW .THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: z. pr14'/13_edc_ndc Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the Technical Assistance Agreement by and between the City of Port Arthur, Texas (the "City"), the City of Port Arthur Section 4A Economic Development. Corporation ("PAEDC"), and the National Development Council ("NDC"), attached hereto- as Exhibit "A", is approved and shall be effective for the twelve (12) month period from the 7`h day of May, 2008, through the 6`h da}~ of May, 2009, with the provision, "PAEDC will be paying 100% of the contract price. The projects need to be primazily projects consistent with the authority and limits of the PAEDC." 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., 2008, at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: NOES: DECOKES "BOBBIE" PRINCE. MAYOR ATTEST: TERRI HANKS,.ACTING CITY SECRETARY z.pr14713 edc 'ndc 2 APPROVED: FLOYD BATISTE, EDC CEO APPROVED AS TO FORM: MARK T. SOKOLO W, CITY ATTORNEY' .. z.pr14713_edc_ndc 3 EXHIBIT ~~A" TECHNICAL ASSISTANCE AGREEMENT This Technical Assistance Agreement is made and -entered into this _. day of 2008, by and between City of Port Arthur, Texas (the "City"), a municipal corporation and the City of Port Arthur Section 4A Economic Development Corporation (hereinafter called "PAEDC°), a non-profd corporation, whose address is 4173 39~' Street, Port Arthur, Texas 77642 (hereinafter called "Clients") and NATIONAL DEVELOPMENT COUNCIL, a New York non-profit corporation, which is atax-exempt organization under Secfion 507 (c)(3) of the Internal Revenue Code ,whose address is 708 Third Avenue, Suite 71 D, New York, New York 10017 (hereinafter called "NDC"). WITNESSETH: WHEREAS, the Clients have determined that they need the professional services of an advisor to work with the Clients to assist them in achieving the public goals of developing and implementing community and economic programs, and WHEREAS, NDC is wiEling to provide, on such terms and conditions as are hereinafter provided, technical assistance to the Clients utilizing its expertise in economic and community development activities. NOW THEREFORE, the Clients and NDC do hereby agree as follows: SCOPE OF SERVICES The Clients acknowledge that NDC regularly performs services for various clients located across the United States. The purpose of this Agreement is to set forth the terms upon which the NDC will provide the Clients with assistance they have requested which is generelly described as technical assistance and professional services. NDC agrees to perform such services as are requested from time to time by Clients and to provide such services as it deems necessary to accomplish the goals requested. Exhibit "A" attached hereto fully describes the services to be offered to the Clients by NDC. In performing the requested services, NDC shall consult with officers and employees of the Clients and shall meet, as appropriate, with such representatives or other entities when necessary, including without limitation State and Federal officials and other local organizations. II. DURATION. TERMINATION NDC agrees to commence work far the Clients effective the first date above and shall continue providing technical assistance fortwelve months. Efther party may, at anytime, terminate. this Agreement with or without cause by sending written notice to the other party, in which event this Agreement shall be terminated effective 30 days after receipt of such notice. Ill. COMPENSATION 3.1 Compensation. The Clients shall compensate NDC forperformance of services received hereunder in the amount of $6,000 per month, not to exceed $72,000. per year. This amount includes a!I of NDC's time, travel expenses, supplies, postage, telephone, and other similar expenses. As an independent contractor, NDC is responsible for all taxes and other benefits of the employees of NDC and nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership, or agency between the Clients and the NDC. Payment bythe Clients forservices rendered underthis Technical Assistance Agreement evidences Clients' acceptance of _. , _ such services in accordance with the terms of the Agreement. _ - - 3.2 Payment. PAEDC will be paying 100 % of the contracf price. The projects need to be primarily projects consistent with the authority and limits. of the PAEDC. N. 4.1 Ownershia of Material and Documents. All final reports and other materials prepared by NDC for the Clients shall be the property of Clients, however all work papers and other source materials shall be the property of the NDC. NDC shall deliver such materials to Clients in accordance with the terms and conditions of this Agreement. Clients shall not, without NDC'swritten consent, assoaate NDC's name with the reportlproduct, if a subsequent change is made in such reportlproduct after submission to Clients. 4.2 Rioht to Audit. NDC shall establish and maintain appropriate procedures which will assure the proper accounting of all funds paid to it under this Agreement. Clients or any of their duly authorized representatives shall have access to any books, documents, papers and records of NDC and/or its subcontractors which are directly pertinent to a specific program forthe purpose of making an audit, an examination, excerpts and transcriptions. All such books and records shall be retained for such periods of time as required bylaw, provided, however, notwithstanding any shorter periods of retention, all books, records and supporting details shall be retained for a period of at least three (3j years after the expiration of the term of #his Agreement. 4.3 Confidentiality of Resorts. NDC shall keep confidential all reports, information and data given to, prepared or assembled by NDC pursuant to NDC's performance hereunder and Clients designates as confidential. Such information shall not be made available tc any person, firm, corporation or entity without the prior written consent of Clients first obtained. 4.4 Equal Opaortunity. NDC shall complywith all provisions of Title Vl.of the Civil Rights Act of 1964 and of the rules, regulations and relevant order of the Secretary of Labor regarding discrimination. 4.5 Conflicts of Interest. No board member, officeroremployee of Clients ortheirdesigneesor agents, and no other public official who exercises anyfunctions or responsibilities with respectto any requested technical assistance, shall be permitted to financially benefit from this Agreementorhave any interest, direct or indirect, in any contract orsubcontract, orthe proceeds thereof, forwork to be performed in connection with this Agreement. 4.6 Notices. All notices shall be sent by certified mail, hand-delivery or over night mail and in all events with a written acknowledgment of receipt to the address set forth at the beginning of this Agreement. 4.7 ResoonsibilitvforClaims: a. Clients will indemnify and hold harmless NDC, its directors, officers, agents, representatives, contractors, and employees against any and all claims, demands, or causes of action, and all costs, losses, liabilities, expenses, and judgment incurred in connection therewith, including reasonable attorneys fees and court costs, brought by any of Clients' employees or representatives or by any third patty, based upon, in connection with, resulting from, or arising out of NDC's actions or inactions under this Agreement or Clients' use of the Services; provided, however, that Clients' contractual obligations of indemnification shall not extend to the consequences of NDC's negligence or other fault. The City of Port Arthur will only indemnify NDC to-the extent of its [lability limits under the Texas Tort Claims Act. M'J~MB Page 2 b. Conversely, NDC agrees to indemnify and hold harmless Clients, their directors, officers, agents, contractors, representatives, and employees against any and all claims, demands, or causes of action and all costs, losses, liabilities, expenses, and judgments incurred in connection therewith, including reasonable attorneys fees and court costs, brough# by any of NDC's employees or representatives or by any third party, based upon, in connection with, resulting from, or arising out of NDC's actions or inactions under this Agreement; provided, however, NDG's contractual obligation of indemnification shall not extend to the consequences of Clients' negligence or other fault. 4.8 Release of News Information. No news release, including photographs, public announcements or confirmation of same, or any part of the subject matter of this Agreement orany phase of any program hereunder shall be made without prior written approval of the NDC and PAEDC. 4.9 Comaliance with Laws. NDC agrees to comply with all applicable federal, state and local laws in the conduct of the work hereunder. This Agreement shall be construed, interpreted and the rights of the parties determined, in accordance wNh the laws of the State of Texas and venue shall lie in Jefferson County, Texas. 4.1 o Assignment. Neither this Agreement nor any rights, duties or obligations described herein may be assigned by either party without the prior expressed written consent of the other party. 4.11 Severability. A determination that any part of this Agreement is invalid shall not invalidate or impair the force of the remainderof this Agreement. 4.72 Disaute Resolution. If all three parties agree, any disputes or claims underthis Agreement shall be submitted to arbitration in a manner provided underthe Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be conducted before three arbitrators chosen in accordance with the rules of the State of Texas and shall be binding on the parties. 4.13 Additional Provisions... Any one of the parties may require additional provisions which will govern the agreement between the parties by attaching hereto such additional provisions as Exhibit ,.8., 4.14 Entire Agreement. This Agreement contains the final agreement between the parties regarding the matters covered. and supersedes any and all other agreement, either oral in writing, regarding the matters contained herein. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. Approved as to form: Mark T. Sokolow, City Attorney Guy Goodson, General Counsel for PAEDC g~g3g Page 3 CLIENTS: NDC: City of Port Arthur Section 4A National Development Council Economic Development Corporation By: President ey: Secretary City of Port Arthur,. Texas By: Steve Fitzgibbons, City Manager By: Robert W. Davenport, President Page 4 Y622938 NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF SERVICES EXHIBIT "A" To promote redevelopment within the community, Clients are undertaking a variety of community and economic development projects.. NDC will provide technical assistance to Clients in.reviewing, structuring and financing these projects during pre-developmentand project development. This Scope of Services describes the assistance available underthis Technical Assistance Agreement during the specified contract period. The Clients and NDC by mu#ual agreement may revise this Scope. The Chief Executive Officer of the PAEDC will direct NDC's activities and determine which services will 6e rendered by NDC, based on the direction from the PAEDC Board and the Port Arthur City Council. Payment by the Clients evidences the Clients' acceptance ofthe assistance provided underthis Agreement. The assistance offered includes: 1. NDC will review and evaluate projects being considered by Clients forcommunityand economic development assistance. This may include, as directed: < evaluating sponsor/developer experience and capacity < financial review and structuring < review of appraisals, cost assumptions, capital budgets, operating statements, marketing data and other funding commitments < advising on tax credit equity sources, requirements and structuring < identifying other funding sources when required < assisting with development issues during pre-development and development < structuring loan documents and development agreements < advising on program regulation issues 2. NDC will provide technical support. and/or financial analysis of economic and/or housing development program proposals as periodically referred by staff. 3. NDC will review, as directed, Client established economic development and/or housing development programs, including: < program goals < eligibility criteria < underwriting guidelines < program documents < internal administration of application and approval process 4. NDC will, at the direction of Clients, assist in obtaining HOME, 108, CDBG and Float _ -- financing. ~ ~~.,. a~zzs3a ~+s~ s 5. NDC will provide technical assistance and advocacy in Clients' efforts to seek awards of governmental monies and approval of various programs. 6. NDC will, at Clients' direction, provide up to 2 days of in-house staff training from its existing course curriculum in,economic and/or housing development finance. 7. NDC may, at Clients' direction and'undet certain conditions, provide financing and development assistance through its non-profit development affiliate NDC Housing and Economic Development Corporation (HEDC) and its economic development bank Grow America Fund (GAF). HEDC and GAF can provide: < equityfor historic rehabilitation and low income housing tax credit projects through the NDC Corporate Equity Fund, L.P... < HEDC can act as non-profit sponsor/developer for certain affordable housing, public purpose and economic development projects < small business loans for cities participating in GAF k622938.. P'+8a 6