HomeMy WebLinkAboutPR 22183: APPROVING A TECHNICAL ASSISTANCE AGREEMENT BETWEEN THE CITY, EDC AND NATIONAL DEVELOPMENT COUNCIL PORT*ARTHUR
ECONOMIC DEVELOPMENT CORPORATION
INTEROFFICE MEMORANDUM
Date: October 6,2021
To: The Honorable Mayor and City Council
Through: Ronald Burton,City Manager
From: George Davis,Interim CEO Port Arthur EDCCr�
RE: PR 22183/Approval of Technical Assistance Agreement with the National Development
Council
Introduction:
The intent of this Agenda Item is to seek City Council's approval for the Port Arthur EDC (PAEDC) to
enter into a Technical Assistance Agreement with the National Development Council(NDC).
Background:
The PAEDC has determined 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. The NDC is willing to provide technical assistance to the PAEDC utilizing its expertise in
economic and community development activities. The Port Arthur EDC Board of Directors reviewed the
scope of work, the performance of services and technical assistance the NDC has provided the preceding
twelve(12)months and has determined that NDC has met their obligations.
Budget Impact:
At their Regular Meeting on October 4, 2021, the PAEDC Board approved entering into a Technical
Assistance Agreement with the NDC in the amount of$6,000.00 per month,not to exceed$72,000.00 per
year. Funds are available in Account No. 120-80-625-5420-00-00-000.
Recommendation:
It is recommended that the City Council of the City of Port Arthur approve the Technical Assistance
Agreement between the Port Arthur Economic Development Corporation and the National Development
Council.
P.R. NO. 22183
10/6/2021 RAJ
RESOLUTION NO.
A RESOLUTION APPROVING A TECHNICAL ASSISTANCE
AGREEMENT BETWEEN THE CITY OF PORT ARTHUR, TEXAS, THE
CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION AND NATIONAL DEVELOPMENT COUNCIL FOR THE
PERIOD OF NOVEMBER 30,2021 THROUGH NOVEMBER 29,2022 IN AN
AMOUNT NOT TO EXCEED $72,000; FUNDS AVAILABLE IN EDC
ACCOUNT NUMBER 120-80-625-5420-00-00-000; AND SETTING AN
EFFECTIVE DATE.
WHEREAS,the City Council for the City of Port Arthur,Texas(the"City")has approved
various Technical Assistance Agreements between the City of Port Arthur Section 4A Economic
Development Corporation ("PAEDC") and the National Development Council ("NDC"); and
WHEREAS,the PAEDC Board of Directors reviewed the scope of work,the performance of
services and technical assistance that NDC has provided for the preceding twelve(12)months and
has determined that NDC has met its obligations; and
WHEREAS, the PAEDC Board of Directors has determined the continued need for
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, the PAEDC Board of Directors approved entering into a new agreement that
will be effective from November 30, 2021 through November 29, 2022 in substantially the same
form attached hereto as Exhibit"A"at their regular Board meeting on October 4, 2021; and
WHEREAS,compensation to NDC for performance of the services listed in Exhibit"A"is
$6,000 per month, not to exceed $72,000 per year; and
WHEREAS,the PAEDC Board of Directors has requested the approval and execution of the
Agreement by the City.
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 the Agreement between the City, PAEDC and NDC is approved in
substantially the same form attached hereto as Exhibit"A"and shall be effective for the 12-month
period from November 30,2021 through November 29, 2022.
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., 2021,
at a Meeting of the City Council of the City of Port Arthur,Texas,by the following vote: AYES:
Mayor
Councilmembers
NOES:
Thurman Bartie, Mayor
ATTEST:
Sherri Bellard,City Secretary
APPR VED:
Geor Davis, Interim CEO PAEDC
#1776140 Paget
APPROVED AS TO FORM:
Frank a AEDC Interim Attorney
APPROVED AS TO FORM:
Valecia R. Tizeno,City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
kCA -N 0,„,4
Kandy Daniel Interim Finance Director
M1776140 Page 3
Exhibit "A "
TECHNICAL ASSISTANCE AGREEMENT
This Technical Assistance Agreement is made and entered into this 30th day of November
2021, by and between City of Port Arthur, Texas (the "City"), a municipal corporation and the Port
Arthur Section 4A Economic Development Corporation(hereinafter called"the client"),a non-profit
corporation,whose address is 501 Procter Street, Suite 100, Port Arthur,Texas 77640(hereinafter
called "Clients") and NATIONAL DEVELOPMENT COUNCIL, a New York non-profit corporation,
which is a tax-exempt organization under Section 501(c)(3)of the Internal Revenue Code , whose
address 325 Gold Street, Suite 501, Brooklyn, NY 11201 (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 willing 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:
I. 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 generally 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 for the Clients effective November 30, 2021 and shall
continue providing technical assistance for twelve months. Either party may, at any time, 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.
III. COMPENSATION
The Clients shall compensate NDC for performance of services received hereunder in the
amount of$6,000 per month, not to exceed $72,000 per year. This amount includes all of NDC's
time, travel expenses, supplies, postage, telephone, and other similar expenses. As an
TECHNICAL ASSISTANCE AGREEMENT-Page 1
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 by the Clients for
services rendered under this Technical Assistance Agreement evidences Clients' acceptance of
such services in accordance with the terms of the Agreement.
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
IV. MISCELLANEOUS PROVISIONS
4.1 Ownership 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's
written consent, associate NDC's name with the report\product, if a subsequent change is made in
such report\product after submission to Clients.
4.2 Right 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 for the 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 by law, provided, however, notwithstanding any shorter periods
of retention, all books, records and supporting details shall be retained for a period of at least three
(3) years after the expiration of the term of this Agreement.
4.3 Confidentiality of Reports. 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 to any person, firm,
corporation or entity without the prior written consent of Clients first obtained.
4.4 Equal Opportunity. NDC shall comply with all provisions of Title VI 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, officer or employee of Clients or their designees
or agents, and no other public official who exercises any functions or responsibilities with respect to
any requested technical assistance, shall be permitted to financially benefit from this Agreement or
have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof,for work
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 Responsibility for Claims:
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,
TECHNICAL ASSISTANCE AGREEMENT-Page 2
losses, liabilities, expenses, and judgment incurred in connection therewith, including reasonable
attorney's fees and court costs, brought by any of Clients' 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 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 liability limits under
the Texas Tort Claims Act.
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 attorney's fees and court costs, brought 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, NDC'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 or any
phase of any program hereunder shall be made without prior written approval of the NDC and
PAEDC.
4.9 Compliance 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 with the laws of the State of Texas and venue shall
lie in Jefferson County, Texas.
4.10 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 remainder of this Agreement.
4.12 Dispute Resolution. If all three parties agree, any disputes or claims under this Agreement
shall be submitted to arbitration in a manner provided under the 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
,,B,
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.
4.15 Disclaimer. The Client is a sophisticated business enterprise and has retained NDC for the purposes
set forth in this Agreement and the parties acknowledge and agree that their respective rights and
TECHNICAL ASSISTANCE AGREEMENT-Page 3
obligations are contractual in nature. Each party disclaims an intention to impose fiduciary agency rights
or obligations on the other by virtue of the engagement hereunder.
Standard disclaimer regarding NDC's compliance with Section 975 of the Dodd-Frank Wall Street
Reform and Consumer Protection Act("Dodd-Frank")and amended Section 15B of the Securities and
Exchange Act of 1934 ("Exchange Act")
The National Development Council is not a Registered Municipal Advisor as defined in Dodd-Frank and the
Exchange Act and therefore cannot provide advice to a municipal entity or obligated person with respect to
municipal financial products or the issuance of municipal securities,including structure,timing,terms or other
similar matters concerning such financial products or issues.
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:
Valecia Tizeno, City Attorney General Counsel for PAEDC
CLIENTS: NDC:
City of Port Arthur Section 4A National Development Council
Economic Development Corporation
By: By:
President Daniel Marsh III
By: Date:
Secretary
By:
Interim CEO Port Arthur EDC
TECHNICAL ASSISTANCE AGREEMENT-Page 4
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-development and
project development.
This Scope of Services describes the assistance available under this Technical Assistance
Agreement during the specified contract period. The Clients and NDC by mutual
agreement may revise this Scope. The Chief Executive Officer of the PAEDC will direct
NDC's activities and determine which services will be 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 of the assistance provided under this Agreement. The
assistance offered includes:
1. NDC will review and evaluate projects being considered by Clients for community
and 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
TECHNICAL ASSISTANCE AGREEMENT-Page 5
Exhibit A
Scope of Services
Page 2
4. NDC will, at the direction of Clients, assist in obtaining HOME, 108, CDBG and Float
financing.
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 under 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:
< equity for 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
TECHNICAL ASSISTANCE AGREEMENT-Page 6