HomeMy WebLinkAboutPR 22137: AUTHORIZATION TO ACCEPT ENTERGY'S ENVIRONMENTAL INITIATIVE FUND COMPETITIVE AWARD City of Port Arthur
Transit Department
Memorandum
To: Ronald Burton, City Manager (�
From: Ivan Mitchell, Transit Director
Date: September 10, 2021
Re: P.R. 22137 — Authorization to accept Entergy's Environmental Initiative Fund
competitive award
Nature of Request: Proposed Resolution No. 22137 requests authorization for the City
Manager to accept Entergy Services, LLC's Environmental Initiative Fund competitive
award being awarded to Port Arthur Transit in an amount of$200,000.00
Background:
In March 2021, Entergy Services, LLC. (Entergy) issued an RFP to assist their
Sustainability & Environmental Policy (SEP) organization in the selection of
environmentally beneficial projects and/or partners for those projects. The selected
projects would be funded in whole or in part by the Entergy Environmental Initiatives
Fund (EIF).
Acceptable projects included those that lower water usage, prevent or reduce waste,
encourage recycling, promote energy efficiency, lower emissions, promote or address
environmental justice education, decrease fuel consumption, increase efficiency, reduce
water effluents, improve water quality, provide for registered greenhouse gas (GHG)
offsets and/or develop innovative solutions to climate change impacts, or any other
concepts that have an added environmental benefit for Entergy and its stakeholders.
Port Arthur Transit (PAT) has been actively pursuing a zero-emission bus deployment
program over the last few years which coincides with the criteria of Entergy's RFP.
Subsequently, PAT submitted an application to offset environmental-greenhouse gas via
the purchase and deployment of battery-electric buses and accompanying charging
equipment.
On September 9, 2021, Entergy sent PAT notification it was selected to receive an EIF
award in an amount of $200,000.00. PAT will utilize these funds to supplement the
purchase of one (1) 35' battery-electric bus.
Recommendation: It is recommended the City Council approve P.R. No. 22137,
authorizing the City Manager to accept Entergy's Environmental Initiative Fund
competitive award being awarded to Port Arthur Transit in the amount of$200,000.00.
P.R. 22137
9/10/2021 IM
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ACCEPT ENTERGY
SERVICES, LLC'S ENVIRONMENTAL INITIATIVE FUND COMPETITIVE AWARD
BEING AWARDED TO PORT ARTHUR TRANSIT IN AN AMOUNT OF $200,000.00.
WHEREAS, in March 2021, Entergy Services LLC. (Entergy) issued an RFP to
assist their Sustainability & Environmental Policy (SEP) organization in the selection of
environmentally beneficial projects and/or partners for those projects; and,
WHEREAS, Port Arthur Transit (PAT) has been actively pursuing a zero-
emission bus deployment program; and,
WHEREAS, PAT submitted an application to offset environmental-greenhouse
gas via the purchase and deployment of battery-electric buses and accompanying
charging equipment; and,
WHEREAS,on September 9, 2021, Entergy sent PAT notification it was selected
to receive an EIF award in the amount of$200,000.00; and,
WHEREAS,the award is earmarked for the purchase of a 35' battery-electric bus in
fiscal year 2022; and,
WHEREAS, Entergy has submitted an Act of Donation Agreement, a copy of the
agreement is attached hereto as Exhibit"A".
NOW, THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR:
THAT, the facts and opinions in the preamble are true and correct.
THAT, the City Manager is hereby authorized to accept Entergy Services, LLC's
Environmental Initiative Fund competitive award being awarded to Port Arthur
Transit in an amount of$200,000.00, in substantially the same form as attached hereto as
Exhibit"A".
THAT, a copy of the caption of this Resolution be spread upon the minutes of the City
Council.
READ, ADOPTED AND APPROVED this day of September, 2021 at a
Regular Meeting of the City of Port Arthur, Texas by the following vote: AYES:
Mayor:
Councilmembers:
P.R. 22137
9/10/2021 IM
NOES:
Thurman "Bill" Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
V VTOti
izeno, City ttomey
APPROVED FOR ADMINISTRATION: APPROVED AS TO AVAILABILITY
OF FUNDS:
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Ronald Burton Kandy Danl
City Manager Interim Director of Finance
Clifton Williams, CPPB Ivan Mitchell
Purchasing Manger Transit Director
P.R. 22137
9/10/2021IM
Exhibit "A"
ACT OF DONATION
This Act of Donation ("Agreement") is made by and between Entergy Services, LLC
"Donor"), a Louisiana limited liability corporation, and the City of Port Arthur Transit ("Donee"),
an IRC § 501(c)(3) non-profit corporation, effective as of the 9th day of September, 2021 (the
"Effective Date").
RECITALS:
WHEREAS, Donor has established the "Environmental Initiatives Fund" to support
environmentally beneficial projects with an emphasis on climate change mitigation, solutions, and
sustainability(the "Fund"); and
WHEREAS, Donee has requested that Donor make a charitable contribution to Donee to
so that Donee may fund the purchase and installation of one zero-emission electric bus ("the
"Project"); and
WHEREAS, Donor has agreed to make a charitable contribution to Donee under the terms
and conditions provided herein.
NOW THEREFORE, Donor and Donee agree as follows:
AGREEMENT:
1. Donation. Donor agrees to give to Donee the amount of Two Hundred Thousand
($200,000) Dollars. The payment(s) made by Donor to Donee are sometimes referred to herein as
the "Donation."
2. Permitted Uses; Donee Obligations.
2.1 Donee: (1)shall use the Donation solely for the purposes of carrying out the
Project; (2)affirms that the Donation provides support for its general purposes within the scope of
IRC § 170(c)(2); and (3) shall use the Donation in a manner that is consistent with the exempt
purposes of Donee.
2.2 Donee shall provide semi-annual reports pertaining to its use of the
Donation and the status of the Project upon completion. Such reports shall be submitted by June
15 and December 15 following the year in which the donation was made, and within 45 days of
Project completion, and shall include financial data detailing how much and for what the monies
were used and the status and the environmental benefits of the Project. Donee also shall provide
other information, in Donee's possession or available to Donee, related to Project and/or the
Donation requested by Donor from time to time.
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2.3 Upon request by Donor, Donee agrees to participate in public
announcements and events with representatives of Donor to promote the program and to recognize
accomplishments in the media and with business and community leaders.
3. Indemnity.
3.1 Donee agrees to indemnify and hold Donor harmless against any and all
claims,demands,suits and judgments that may be asserted for damages for loss or liability on account
of injuries to (including death of) persons or damage to property and including costs and expenses
incidental thereto,arising wholly or in part from,or in connection with,Donee's use of the Donation
and/or related to the Project. Donee also agrees to indemnify and hold Donor harmless against any
and all claims or demands by any third parties used by Donee to provide or perform any work in
connection with the Project.
3.2 If suit is brought against Donor to recover for, or on account of, any matter
provided for in Section 3.1 above,Donee shall,at Donor's request,and at Donor's option,appear and
defend said suit, with counsel reasonably acceptable to Donor, at Donee's sole cost and expense,
whether or not well-founded, and will pay any judgment that may be entered therein against Donor
or Donee,or both. The indemnification of Donor by Donee hereunder shall include but not be limited
to the reasonable attorneys' fees and court costs incurred by Donor or on Donor's behalf in connection
with any such suit, claim, demand or judgment. Notwithstanding anything to the contrary herein,
Donee shall not indemnify Donor for Donor's gross negligence or intentional misconduct. The word
"Donee" as used in Section 3.1 above shall include Donee's agents, contractors, subcontractors,
representatives, servants, employees, invitees, successors, subsidiaries, affiliates or assigns, and the
word "Donor" as used in this Section 3 shall include Donor, Donor's affiliated and associated
companies, and the officers, directors, shareholders, agents, employees, representatives, licensees,
invitees (express or implied) of each and their heirs, successors and assigns. The provisions of this
Section 3 shall survive the termination of this Agreement.
4. Faithful Performance; Termination. The Donation is given on condition that
Donee faithfully complies with all terms and conditions specified in this Agreement.
5. Records. Donee shall,for at least three(3)years after the completion of the Project,
keep and maintain such time and other records or accounts of Donee as are necessary to verify and
support any and all charges paid for using the Donation. This includes verification that any and all
material, services, labor, and other expenses incurred for the Project have been paid. All books and
records shall be maintained in accordance with generally accepted accounting principles. Such books
and records shall be made available, on mutually agreeable dates and times, at Donee's facility in
the United States for verification, copying, audit and inspection by representatives of Donor. Any
such audit shall be at Donor's expense and conducted during the Donee's normal working hours;
provided, however, that Donee shall provide reasonable assistance necessary to enable Donor to
conduct such audit and shall not be entitled to charge Donor for any such assistance.
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6. Miscellaneous Provisions.
6.] No Assignability. This Agreement shall not be assigned by Donee.
6.2 Governing Law. This Agreement is to be governed by and construed in
accordance with the laws of the State of Louisiana.
6.3 Notices.
A. All notices,requests, consents and other communications hereunder
shall be in writing and may be sent via electronic mail or by United States Postal Service,addressed
to the parties as follows:
If to Donor: Entergy Services, LLC
P.O. Box 1640
Jackson, MS 39215-1640
Attn: Kelli M. Dowell, Director Environmental Policy
kdowell@entergy.com; and
EIF@entergy.com
With a copy to:
Entergy Services, LLC.
639 Loyola Avenue
22nd Floor
New Orleans, LA 70113
Attn: Robert D. Hess III, Associate General Counsel
rhess@entergy.com
If to Donee: Port Arthur Transit Department
344 Procter Street
Port Arthur, TX 77640
Attn: Ivan Mitchell, Transit Director
ivan.mitchell@portarthurtx.gov
B. Notices under this Agreement shall be deemed given upon the
earlier of the date of delivery or the date upon which delivery is refused.
C. Any changes in the names or addresses set out in subsection A.
above shall be through written notice in conformity with the requirements set forth herein.
6.4 Section Headings. The headings of the several sections of this Agreement
are inserted solely for the convenience of reference and are not a part of and are not intended to
govern, limit or aid in the construction of any term or provision of this Agreement.
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6.5 Entire Agreement. This Agreement is the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements between
the parties. No claim of waiver, modification, consent or acquiescence with respect to any of the
provisions of this Agreement shall be made against either party, except on the basis of a written
instrument executed by and on behalf of such parties. The parties acknowledge and agree that the
recitals provided above constitute an integral part of this Agreement and shall be given the same force
and effect as any other provision in this Agreement.
6.6 Severability. If any provision of this Agreement or the application thereof
to any person or circumstance shall be invalid or unenforceable to any extent,the remainder of this
Agreement and the application of such provisions to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.
6.7 Other Parties. Nothing in this Agreement shall be construed as giving any
person, firm, corporation or other entity,other than the parties hereto, any rights, remedy or claim
under or in respect to this Agreement or any provision thereof.
6.8 No Waiver. Neither the failure of either party to exercise any power given
such party hereunder or to insist upon strict compliance by the other party with its obligations
hereunder, nor any custom or practice of the parties at variance with the terms hereof, shall
constitute a waiver of either party's right to demand exact compliance with the terms hereof.
6.9 Survival. All of the warranties, covenants and representations of Donee,
specifically including any obligations of insurance, defense, indemnity and hold harmless, shall
survive the termination of this Agreement.
THUS DONE AND EXECUTED by the following duly authorized representative of
Donor, before me, the undersigned Notary Public, in and for the County of Hinds, State of
Mississippi, and the undersigned competent witnesses, on the day of September, 2021.
WITNESSES: ENTERGY SERVICES, LLC
By:
Name: Kelli M. Dowell
Title: Director, Environmental Policy
Date:
NOTARY PUBLIC
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THUS DONE AND EXECUTED by the following duly authorized representative of
Donee, before me, the undersigned Notary Public, in and for the County of Jefferson, State of
Texas, and the undersigned competent witnesses, on the day of September, 2021.
WITNESSES: CITY OF PORT ARTHUR
By:
Name: Ronald Burton
Title: City Manager
Date
NOTARY PUBLIC
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