HomeMy WebLinkAboutPR 22396: EDC CONDITIONAL GRANT AGREEMENT WITH BALLOON BARN PORT*ARTHIR
ONOMIC DEVELO/MENTcocpoRATlo\
INTEROFFICE MEMORANDUAM
Date: February 9, 2022
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: George Davis, Interim CEO Port Arthur EDC
RE: PR 22396—Infrastructure Economic Incentive for The Balloon Barn
Introduction:
The intent of this Agenda Item is to seek City Council's approval for the Port Arthur EDC to
enter into an Infrastructure Economic Incentive with The Balloon Barn.
Background:
The Port Arthur EDC has reviewed the application presented by The Balloon Barn and the
proposal for infrastructure improvements for the construction of a party venue building with a
splash pad and all utilities for the developed site located at 7911 N. Twin City,Port Arthur,
Texas. The PAEDC Board of Directors has concluded that the expenditures found for the
infrastructure improvements will promote or develop new or expanded business enterprises as
well as determined that The Balloon Barn has presented an application qualifying as a Section
4A Project as set forth in the Economic Development Act.
At the February 7, 2022 regular board meeting, the PAEDC Board of Directors approved
entering into an Infrastructure Economic Incentive with The Balloon Barn.
Budget Impact:
The budgetary impact is $18,175.20. The PAEDC Funding Account No. is 120-80-625-5478-
00-00-000. PAEDC under the terms of the Agreement will not pay any funds to The Balloon
Barn until the improvements to the property have been completed and Certificates of Occupancy
for the property have been provided to PAEDC.
Recommendation:
It is recommended that the City Council of the City of Port Arthur authorize the Port Arthur
EDC to enter into an Infrastructure Economic Incentive with The Balloon Barn.
P. R. No. 22396
2/9/2022 JC
RESOLUTION NO.
A RESOLUTION APPROVING AN ECONOMIC
DEVELOPMENT CONDITIONAL GRANT AGREEMENT
BETWEEN THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION AND THE
BALLOON BARN FOR AN AMOUNT NOT TO EXCEED
$18,175.20; FUNDS AVAILABLE IN EDC ACCOUNT NO. 120-
80-625-5478-00-00-000
WHEREAS, the City Council deems it in the public interest to authorize the City of Port
Arthur Section 4A Economic Development Corporation ("PAEDC") to enter into an Economic
Development Conditional Grant Agreement(the "Agreement") with The Balloon Barn; and
WHEREAS,PAEDC has reviewed the application presented by The Balloon Barn and the
proposal for infrastructure improvements for the construction of a party venue building with a
splash pad and all utilities required for the developed site located at 7911 N. Twin City Hwy. in
Port Arthur, Texas; and
WHEREAS, the PAEDC Board of Directors has concluded that the expenditures found
for the infrastructure improvements will promote or develop new or expanded business enterprises
as well as determined that The Balloon Barn has presented an application qualifying as a Section
4A Project as set forth in the Economic Development Act; and
WHEREAS, PAEDC at their Regular Board meeting of February 7, 2022, approved a
conditional grant in the amount not to exceed $18,175.20 for the purpose of making qualified
infrastructure improvements to the property on Twin City Hwy. based upon findings of facts of
economic benefit as to the development of the property; and
WHEREAS, PAEDC under the terms of the Agreement will not pay any funds to The
Balloon Barn until the improvements to the property on Twin City Hwy.have been completed and
Certificates of Occupancy for the property have been provided to PAEDC; and
WHEREAS,The Balloon Barn has reviewed and approved the Agreement attached hereto
as Exhibit"A".
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 The Balloon
Barn, 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., 2022,
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
Page 2
ATTEST:
Sherri Bellard, City Secretary
APPROVED:
Geor e D is, Interim PAEDC CEO
APPROVED AS TO FORM:
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Frank Ga DC Attorney
APPROVED AS TO FORM:
Val Tizeno, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
Kandy Daniel, Interim Finance Director
Page 3
Exhibit "A"
ECONOMIC DEVELOPMENT CONDITIONAL GRANT AGREEMENT
BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND THE BALLOON BARN
Executive Summary
The City of Port Arthur Section 4A Economic Development Corporation ("PAEDC")
finds that the construction of infrastructure improvements located at 7911 N. Twin City Hwy.,
Port Arthur, Texas 77642, is beneficial for the development and expansion of new and existing
business enterprises in the City. For the reason, based upon findings of economic development
as set forth in this Economic Development Conditional Grant Agreement (the "Agreement"),
PAEDC conditionally grants to The Balloon Barn, a sole proprietorship, the costs of qualifying
infrastructure improvements in the amount of$18,175.20.
The Balloon Barn, a sole proprietorship (the "Incentive Recipient") plans to construct
infrastructure improvements (the "Improvements") for the construction of a party venue building
with splash pad and all utilities required for the developed site to increase the amount of retail
space and thereby increasing sales tax with the anticipated increase in consumers .
If Incentive Recipient breaches or defaults under this Agreement, then any funds granted
by PAEDC will automatically convert to a loan for a period of three (3) years from the date of
default, and an interest rate of ten percent(10%)per annum.
Incentive Recipient agrees to send PAEDC reports each quarter on the construction status
of the Improvements and the proposed commercial development as outlined in the Performance
Milestone Schedule of this Agreement.
Incentive Recipient has agreed to provide as collateral for the performance of its
obligation under the Agreement a Letter of Credit.
ECONOMIC DEVELOPMENT CONDITIONAL GRANT AGREEMENT BETWEEN
THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION
AND THE BALLOON BARN
RECITALS
WHEREAS, The Balloon Barn, a sole proprietorship, desires to make improvements on
its property (the "Property") located at 7911 N. Twin City Hwy., in Port Arthur, Texas for the
construction of a party venue building with splash pad with concrete parking, driveways, and all
utilities required for the developed site; and
WHEREAS, §501.103, Texas Local Government Code authorizes expenditures on
infrastructure by the City of Port Arthur Section 4A Economic Development Corporation
("PAEDC") if the PAEDC Board finds the expenditure "to be required or suitable for
infrastructure necessary to promote or develop new or expanded business enterprises,"and
WHEREAS, on February 7, 2022 following of facts contained in Exhibit "A," the
PAEDC Board found that the facts reasonably support the finding that the infrastructure
improvements for the construction of a building with concrete parking, driveways, and all
utilities required for the developed site; and
WHEREAS, the PAEDC Board approved an economic development conditional grant to
The Balloon Barn to redevelop and make necessary infrastructure improvements to the Property;
and
WHEREAS, the PAEDC and The Balloon Barn desire to set forth in this Agreement the
terms and conditions for PAEDC's conditional grant payments for the infrastructure
improvements to the Property.
NOW THEREFORE,the parties agree as follows:
AGREEMENT DATES
AGREEMENT START DATE
1. This Economic Development Conditional Grant Agreement (the "Agreement") is entered
into with an effective date of , 2022, but in no case later than
2022, by and between the City of Port Arthur Section 4A Economic Development
Corporation("PAEDC")and Incentive Recipient.
AGREEMENT END DATE
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2. This Agreement expires thirty (30) days after Incentive Recipient either performs fully
(anticipated date of completion is 12-31-22) or breaches the Agreement, subject to earlier
termination voluntary or involuntary, as provided per Section 31.
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 501, 504 Texas Local Government Code
(the "Act" or "Development Corporation Act") and duly authorized by Resolution of the
City Council of the City of Port Arthur to enter into this Agreement. 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. The Balloon Barn, a sole proprietorship located at 7911 N. Twin City Hwy., Port Arthur,
Texas 77642. Michelle Barnette is the registered agent for The Balloon Barn located at
7911 N. Twin City Hwy., Port Arthur, Texas 77642.
CONDITIONS PRECEDENT
5. This Agreement has no legal consequences unless and until:
a. Both the PAEDC Board and the City of Port Arthur City Council approve the
Agreement in its final form; and
b. Incentive Recipient delivers to PAEDC quarterly status reports reflecting the
progress of construction improvements to the infrastructure and provides PAEDC
evidence of completion of the qualifying infrastructure improvements no later
than December 31, 2022.
PROMISED PERFORMANCE
6. The parties agree to perform as follows:
a. Performance by PAEDC
i. PAEDC shall conditionally grant Incentive Recipient an amount not to
exceed $18,177.20 for the purpose of constructing a party venue building
with splash pad and all utilities with concrete parking, driveways, and all
utilities required for the developed site located on the Property;
ii. Incentive Recipient will provide PAEDC evidence of completion of the
infrastructure improvements by obtaining a Certificate of Occupancy for
the party venue building and all utilities with concrete parking, driveways,
and all utilities required for the developed site by December 31, 2022 as
set forth in Exhibit "C." In addition Incentive Recipient will also provide
PAEDC a Certificate of Occupancy for other structure located at 7911 N.
Twin City Hwy., Port Arthur, Texas 77642 by December 31, 2022 and
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upon receipt of both Certificates of Occupancy, PAEDC will reimburse
Incentive Recipient one hundred percent(100%) of the Conditional Grant;
These are PAEDC's only obligations and are not legally required to provide any
other financial support.
b. Performance by Incentive Recipient
i. Incentive Recipient shall make infrastructure improvements to the
Property as outlined in the Grant Application referenced in Exhibit"B."
ii. Incentive Recipient shall provide PAEDC with quarterly reports detailing
the progress of the infrastructure improvements.
iii. Incentive Recipient shall provide PAEDC certificate of occupancy for the
the construction of a party venue building with splash pad in order to
receive the reimbursable percentage.
iv. Incentive Recipient will use its best efforts to ensure that Port Arthur,
Texas residents are hired for the construction of the Building to the
maximum extent feasible.
v. On written demand by PAEDC and in response to Incentive Recipient's
failure to achieve a performance milestone, Incentive Recipient shall
provide PAEDC within 10 business days following receipt of such written
demand with assurances that it has both the intention and capabilities to
perform fully its Agreement dual obligations.
INCENTIVE RECIPIENT'S PERFORMANCE MILESTONE SCHEDULE
7. Although failure to achieve a performance milestone is not a breach of Agreement, a
failure is grounds for PAEDC to demand reasonable assurances' from Incentive
Recipient that it can and will fully perform its Contractual obligations. Failure to provide
demanded assurances is a breach of Agreement.
8. Incentive Recipient's performance milestones are contained in Exhibit"C."
PAEDC's CONDITIONAL OBLIGATIONS AND LIMITED LIABILITY
9. The PAEDC's sole liability/obligations, if any, shall be to Incentive Recipient and shall
be limited to the conditional incentive obligations detailed in this Agreement. The
PAEDC shall not be liable, in Agreement or otherwise, to Incentive Recipient, or to any
person or entity claiming by or through Incentive Recipient., for any expense,
1 Examples of reasonable assurances are copies of pending Agreement s and commitment letters.
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expenditure or cost incurred by or on behalf of Incentive Recipient related to the
construction of the Building made the basis of this Agreement.
LIQUIDATED DAMAGES FOR BREACH OF AGREEMENT BY INCENTIVE RECIPIENT.
10. In the event Incentive Recipient breaches this Agreement or does not fulfill its obligation
to complete infrastructure improvements per Section 6 (b) in order to provide PAEDC
certificates of occupancy, Incentive Recipient will not be reimbursed for costs incurred
by them for infrastructure improvements and this Agreement shall be terminated.
11. It is expressly understood and agreed by the parties that 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 by
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 shall maintain records as necessary to allow the PAEDC to audit in
compliance with this Agreement and the representations and warranties contained herein
and in Incentive Recipient's application.
13. 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 belonging to or in use by Incentive Recipient pertaining to this
Agreement. Such rights to access shall continue as long as the records are maintained by
Incentive Recipient. Incentive Recipient agrees to maintain such records in and
accessible location. Driver's license information is appropriate for interim reporting of
Port Arthur residents hired. The reporting objective is to include documentation
necessary for PAEDC to verify Incentive Recipient's reports without further outside
inquiry.
14. All records pertinent to this Agreement shall be retained by Incentive Recipient at least
three (3) 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 Incentive Recipient's
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 tree (3) 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 has been resolved.
15. Upon written request, Incentive Recipient shall provide PAEDC with all reports
reasonably necessary for PAEDC to comply with the Development Corporation Act.
i' a ; c15
16. 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 in ten (10) business days then Incentive Recipient is
in breach and PAEDC is not obligated to reimburse Incentive Recipient for expenses
incurred for infrastructure improvements.
17. 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, at its option, may provide Incentive Recipient with a written
report of the audit findings. If the audit report details deficiencies in Incentive Recipient
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
18. INCENTIVE RECIPIENT SHALL INDEMNIFY, DEFEND AND HOLD THE PAEDC
AND THE CITY(TOGETHER THE"INDEMNIFIED PARTIES") HARMLESS FROM
ALL INJURIES, CLAIMS, LIABILITIES, COSTS OR DAMAGES (INCLUDING
COURT COSTS AND REASONABLE ATTORNEY'S FEES) SUSTAINED BY OR
THREATENED AGAINST ANY OF THE INDEMNIFIED PARTIES FOR INJURY
OR DEATH TO PERSONS OR PHYSICAL DAMAGE TO PROPERTY ARISING
OUT OR RELATING TO THE PERFORMANCE BY INCENTIVE RECIPIENT OF
ITS OBLIGATION UNDER THIS AGREEMENT.
SUBCONTRACTORS
19. Incentive Recipient may subcontract obligations under this Agreement; however,
Incentive Recipient, in subcontracting for any performances described in this Agreement,
expressly understands that PAEDC is in no way liable to Incentive Recipient's
subcontractor(s).
20. Incentive Recipient is responsible for performances, as if such performances rendered
were rendered by Incentive Recipient. PAEDC maintains any right of action which may
exist or which may be subsequently accrue to PAEDC under this Agreement.
21. Incentive Recipient, as well as all of its subcontractors, shall comply with all applicable
federal, state, and local laws, regulations, and ordinances relating to the operations and
activities of the redevelop of the Building.
CONFLICT OF INTEREST/DISCLOSURE OBLIGATION
Page 16
22. 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 Agreement , subcontractors , or agreement (or
proceeds thereof) with respect to an PAEDC assisted activity, during their tenure or for
one (1) year thereafter. Incentive Recipient shall ensure compliance with applicable
provisions of the Act and Chapter 171, Local Government Code.
23. 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 and its general partner (whether stockholder, manager, member or otherwise).
In the event of any change in ownership or control of Incentive Recipient of five percent
(5 %) or greater, 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 or its general
partner. Failure to provide said notice immediately or no later than five (5)business days
after receipt of information shall constitute a default herein.
NONDISCRIMINATION/EMPLOYMENT/REPORTING
24. 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 construction activity.
Additionally:
a. To the greatest extent feasible, opportunities for training and employment arising
in connection with the redevelop of the Building will be given to Port Arthur
residents;
b. To the greatest extent feasible, Agreement s for work to be performed in
connection with the construction of the Building will be awarded first to Port
Arthur residents and businesses, then to the residents and businesses of the nine-
county Southeast Texas Region; and
c. If Incentive Recipient advertises for workers in any media then it will advertise in
the"Port Arthur News."
LEGAL AUTHORITY
25. Incentive Recipient assures and guarantees that Incentive Recipient possesses legal
authority to enter into this Agreement, and to perform the services Incentive Recipient
has obligated to perform hereunder and has provided, and will in the future provide, as
requested by the PAEDC, such corporate resolutions necessary to evidence this authority.
pdte 17
26. 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 AGAINST INCENTIVE RECIPIENT.
27. Incentive Recipient shall give PAEDC immediate notice in writing of 1) any legal or
regulatory action, including any proceeding before an administrative agency filed against
Incentive Recipient, directly or indirectly; and 2) any material claim against Incentive
Recipient or its general partner, which may impact continued operations. For purposes
herein, "material" claims shall mean claims in excess of$15,000. 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
28. 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.
29. It is understood and agreed by the parties hereto that performances under this Agreement
must be rendered in accordance with the Act, the regulations promulgated under the Act,
the assurances and certifications made to PAEDC by Incentive Recipient, and the
assurances and certifications made to the City of Port Arthur with regard to the
construction of the infrastructure improvements. Based on these considerations, and in
order to ensure the legal and effective performance of this Agreement by all parties, it is
agreed by the parties hereto that the performances under this Agreement may be amended
in the following manner: PAEDC may from time to time during the period of
performance of this Agreement issue policy directives which serve to establish interpret
or clarify performance requirements under this Agreement consistent with the intent of
the parties. Such policy directives shall be promulgated by the PAEDC Board of
Directors in the form of PAEDC issuances shall be approved by the City Council and
shall have the effect of qualifying the terms of this Agreement and shall be binding upon
Incentive Recipient, as if written herein.
30. Any alterations, additions, or deletions to the terms of this Agreement which are required
by changes in federal, state, 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. Incentive Recipient agrees to comply with all
federal, state, and local laws whether existing or hereinafter enacted.
Page 18
DEFAULT/TERMINATION
31. 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 Incentive Recipient's application to the PAEDC, the
PAEDC may, at its sole and exclusive option and remedy, terminate this Agreement, in
whole or in part. In the event of such termination, but subject to the provisions hereof, in
addition to (i) any other remedies available to the PAEDC as provided by the laws of the
State of Texas or(ii) any other remedies available to the PAEDC as provided herein, the
PAEDC may, at its sole option:
a. Withhold and/or disallow further PAEDC grant payments or incentives to
Incentive Recipient, including funds to be advanced to Incentive Recipient
hereunder.
32. 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.
INCENTIVE RECIPIENT AUDITS
33. If directed by the PAEDC Board, Incentive Recipient shall arrange for a compliance audit
by a certified public accountant to verify performances reported under this Agreement.
34. 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.
35. 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 disclosure to the extent required by the Public Information Act.
ENVIRONMENTAL CLEARANCE REQUIREMENTS
36. Incentive Recipient understands and agrees that by execution of this Agreement,
Incentive Recipient shall be responsible for making all reasonable efforts in providing to
PAEDC all information, concerning this PAEDC funded project, required for PAEDC to
meet its responsibilities for environmental review, decision making, and other action
which applies to PAEDC in accordance with and to the extent specified in federal, state,
and local law. Incentive Recipient further understands and 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 covered by approved certifications.
ORAL AND WRITTEN CONTRACTS/PRIOR AGREEMENTS
Page 19
37. 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 Contract have been
reduced to writing and are contained in this Contract.
38. The documents listed below are hereby made a part of this Agreement for all purposes,
and constitute promised performances by Incentive Recipient and/or PAEDC, as the case
may be, in accordance with this Agreement:
a. Exhibit"A" Findings of Fact for Infrastructure Improvements
b. Exhibit"B"The Balloon Barn Grant Application for PAEDC for funding
c. Exhibit"C" Performance Milestones
d. Exhibit"D" Certification Regarding Lobbying
e. Exhibit"E" Compliance Statement
VENUE
39. 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: Chief Executive Officer
The Balloon Barn
Michelle Barnette
7911 N. Twin City Hwy.
Port Arthur,Texas 77642
CAPTIONS
40. This Agreement has been supplied with captions to serve only as a guide to the contents.
The captions do not control the meaning of any paragraph or in any way determine its
interpretation or application.
COMPLIANCE WITH FEDERAL,STATE AND LOCAL LAWS
41. 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 related to Incentive Recipient's performance under this
Agreement. Upon request by PAEDC or by the City of Port Arthur, Incentive Recipient
shall furnish reasonable satisfactory proof of its compliance herewith including execution
Page 110
of the Certification Regarding Lobbying attached hereto as Exhibit "D" and the
Compliance Statement attached hereto as Exhibit"E".
ASSIGNMENT
42. This Agreement may not be assigned by Incentive Recipient to another entity unless and
until the PAEDC,by the action of the PAEDC Board, approves the assignment.
SUPPLEMENTAL COVENANT
43. 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."
44. 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 with interest at the rate of ten (10%) percent per annum not later than
the 120th day after the date PAEDC notifies Incentive Recipient of a violation.
45. 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.
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ATTORNEY APPROVALS
APPROVED AS TO FORM:
Frank Garza, General Counsel for PAEDC
VERIFIED AS CONSISTANT
WITH CITY COUNCIL RESOLUTION: Resolution Number:
Val Tizeno,City Attorney
Page 112
CONTRACT EXECUTION
CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION
SIGNED AND AGREED TO on the day of ,2022.
By: By:
Jerry LaBove, President Beverly Raymond, Secretary
Witness Witness
Page 113
THE BALLOON BARN
SIGNED AND AGREED TO on the day of , 2022.
By:
Michelle Barnette
Witness
Pape Iis
EXHIBIT "A"
FINDINGS OF FACT FOR INFRASTRUCTURE IMPROVEMENTS
Facts:
• The Balloon Barn has requested an incentive agreement from the PAEDC
for infrastructure improvements for the construction of for the construction
of a party venue building with splash pad with concrete parking, driveways,
and all utilities required for the developed site.
• The Balloon Barn wants to make infrastructure improvements in order to
make it more accommodating for consumers visiting the Property.
Findings:
• The PAEDC Board of Directors has found that constructing infrastructure
improvements at The Balloon Barn located at 7911 N. Twin City Hwy., Port
Arthur, Texas 77642 would lead to the development of new and expanded
business enterprises in the City of Port Arthur.
• The construction of the party venue building with splash pad with concrete
parking, driveways, and all utilities required for the developed site is
anticipated to increase sales tax revenues for the City of Port Arthur and add
to the City ad valorem tax base.
Page 115
EXHIBIT "B"
THE BALLOON BARN Grant Application
Page 116
City of Port Arthu Section 4A Economic Development Corporation
Grant/Loan Incentive Application
Date: i-21 1 - Z
Please complete the folio '•g information and return along with the requested documents.
We will review the info s .tion that you provide to determine if you are eligible for assistance
from the PAEDC.
SECTION A: BUSINESS INFORMATION
Business Name:`_ nool 00 iry &Aril e:tx
Business Address:
I G ► ► vo m e try pori firmtu -7 7tfiyz
Business Phone: f
LIoq —101-ss 6s (Business Fax: Li Doi- 1 ze!—(
Email and/or Website Information: !3 I
-f-h e a.ltort barn se+x r , cooi
Owners: Please list all owners with Five (5%)Percent or Greater Ow
nership of the Comp
Name
S$N# Date of Birth Home Address %
c4ON I Irt$ Ownership
_
Type of Business Organization: -Not Established
(Please Check One) :4 Sole Proprietorship
Partnership
S. Corp.
C. Corp.
LLC
_HUB/MWBE
_Non-Profit
C Q f 1 L V tre
Pie de cribe the, type f fines(prpdu r ' iPc
cAp
r pckr4-te 4 �. ,
1Date Business Established: Federal Tax fD Number:2U2 i (P-U(2Ci(1 G 0
Has the business, or any principals of the business been involved in bankruptcy or insolvency
proceedings?
IYes I 1Na If yes, please explain:
Are there any personal/business judgments, liens, unsettled lawsuits or major disputes?
I (Yes JINo If yes, please explain:
Do you have any outstanding debt to the City, PAEDC or any other local governmental entity? 1
(Debt includes but not limited to taxes not on appeal or outstanding loans)
Have you taken any business development classes? IlYes I jNo
Are ou working with a counselor at the S all Business Development Center?
Yes NO
Name of Counselor: Phone Number:
Are ou working with a counselor at the Service Corps or Retired Executive(SCORE)?
Yes X No
Name of Counselor:
I Phone Number:
Have you completed a Business Plan? Yes
I )( INo
If yes, when/by whom was the Business Plan prepared?
Name: Phone Number:
Type of Business: Industrial/Manufacturing (Fill Out Sections A-H)
(Please Check One) Recycling (Fill Out Sections A-I)
Distribution (Fill Out Sections A-I)
Warehouse (Fill Out Sections A-I)
Commercial (Fill Out Sections A-I)
X Infrastructure(Fill Out Sections A-C & I)
Land Purchase (Fill Out Section A Only)
Training (Fill Out Sections A&C)
(SECTION B: GOODS AND SERVICES
Please note that the following industrial complexes in our area are not within the City limits
of Port Arthur and are therefore appropriately considered in the regional market:
TOTAL complex(including the BASF joint venture), Valero,Motiva, Chevron Phillips and
Chevron USA, Golden Pass LNG, OxBow Calcining, BASF(W. Port Arthur Road) and Flint
Hills Resources.
Please indicate the percent ge of services or goods sold or to be sold to persons or companies outside of
the City or Port Arthur:
Please explain: j bajW,N.
`
I V...
— _
Please indicate the percent ge of services or goods sold or to be sold to persons or companies outside of
Jefferson County:
1 °,°
Please explain:r� lt rG
tia
10% 0 OCIr "Sak
u,) , v-ourri (CAN-12 vl KA-N-1 ply
iLYikc\:(k. ctft141' Qlgo LAO tuff-
Please indicate the percentage of services or goods sold or to be sold to persons or companies outside of
the(Golden Triangle:
t/ %
Please explain: i
`e dd ,
, ��4 , , r� Cal (fir (��('
C� �PA U l�Q S
.411-e „t5�' 5 it* c>li^
Please indicate the NAICS(North American Industry Classification System)number that applies
to your industry and the name given that number.
For assistance, please see htto://www.census.00v/eDad/naics02/nalgode02.htm
IL(1
NAICS Number: ' D `-' / Wa 4dartC 4111(65) G
Example: 3222 2/Coated/Laminated Paper Manufacturing
!SECTION C: PROJECT COST
PROJECT
Please, briefly describe your project:
• 1
I 1 { "C • r
„i yta
Total amount requested: L t) 5°I , 9 3
Project Cost
e - 1
AMOUNT S RCE OFF NDS-b •
LAND
BUILDING/RENOVATIONS
EQUIPMENT
FURNITURE/FITURES
INVENTORY
JOB TRAINING
INFRASTRUCTURE
"OTHER (Please Specify)
TOTAL:
*WORKING CAPITAL IS NOT ELIGIBLE FOR FUNDING
Personal cash available to invest in project:$ f !U UCO Source: 3_LCU*Qd\ LCAt')
What bank have you contacted for financing; C — �r c \1\0"---
Name of Banker: r1\'%4 0 LOLASIY15 i
Phone Number: ()C•( z -- 1 0
Please list all request and/or approvals of funds from other sources (e.g., banks, credit unions,
governmental entities, etc.)together with dates of application, status and funding source contact
information: 0 ` cu p L � c u,
P�, rG A
Percent of annual increasein the number of visitors I 0%
Average number of days that each visitor will stay in the I
community
Average daily taxable visitor spending, excluding lodging $0
Average number of nights that a typical visitor will stay in
a local motel
Out-of-Town Truckers Loading or Unloading at the Firm
Number of out-of-town truckers expected to load or unload
at the firm in the first year
Percent of annual increase In the number out-of-town truckers J 0%
Average daily taxable by a typical trucker $0
Percent of truckers who will stay one night in a local motel 0%
SECTION I: DOCUMENTATION
Please submit the following information along with your application.
•
Information
Information Not
Enclosed Applicable
Business and Marketing Plan
Business Financial Statemints for last 3 years I
ProForma Financial Statement I I
Existing Business: At least one year profit/loss &
cash flow on a monthly basis, but not less than
the period covered by the grant.
Start-Up Business: At least two years profit/loss &
cash flow on a monthly basis, but not less than
the period covered by the grant.
Business Tax Returns for the last three years
Must be signed and dated. If past April 15th,
please include prior year copy of extension.
Interim Business Financial Statement
Within the last 90 days.
Resumes on the principals of the business
Owners with 20% ownership or greater
Personal Financial Statements of the principals
Owners with 20% ownership or greater
Personal Tax Return for each principal Owners I I I J
with 20%ownership or greater for last 3 years
Anticipated Environmental Impact ( I
I
Economic Impact Analysis I 1
Certificates of Good Standing J I I
Secretary of State
State Comptroller
Acknowledgement of Conflict of Interest Policy I I I
Acknowledgement of Grant Incentive Policy&Procedures I I I I
Copies of all licenses and permits I I I I
Proof of Insurance Coverage I I I
Dun& Bradstreet Report
Kimberly Michelle Barnette, M.Ed.
1600 Tallowood,Nederland, TX 77627
(H) (409)549-2009; the-clubhouse@hotmail.com
Education/Certification
Doctorate in Education Lamar University-Currently Enrolled (GPA 4.0)
51 hours coursework completed, Dissertation Phase
M.Ed. Education Leadership, Lamar University, Beaumont, TX,
August,2010 (GPA 4.0),Administration
B.S. Ed. Elementary Education, Lamar University,Beaumont,TX, 1990
Principal Certification Texas Principal 068-Passed, Valid Certification
Teacher Certification 1-6 Elementary Education, Texas
Mathematics Certification 1-8 Mathematics, Texas
Health Certification EC-12 Health,Texas
Physical Education Certificati,n EC-12 PE, Texas
Business Management Cert. 6-8, Texas
PD Specialist Certification 1 CDA Council Nationally Recognized
Child Care Director Certification Texas Department of Protective and Family Services
11F.S Certification August 2015
PDAS Certification Completion date: February 17, 2010
ILD Certification Completion date: February 5, 2010
Master Texas Registered Trainer Texas Trainer#1717 (Curriculum&Instruction, Texas Min.
Standards, Maintaining a Safe& Healthy Learning Environment)
CPR&First Aid Instructor Certified Instructor-Lifetime
CDL License w/Passenger Endorsement— 15 years school bus driving experience(Valid)
Texas Rising Star Provider Four Star Certification
1
Administrative and Leadership Experience
Owner and Director of Licensed Early Childhood Center
Clubhouse Academy, 2780 Aero Drive,Port Arthur, 77640,2012-Present
• Operate a 200 student Early Childhood Center specializing in the education of children ages 6 weeks to 5
years
• Manage a staff of 18 teachers and support positions and ensuring compliance of Texas Standards
• Ensure building and surrounding facilities are safe, clean,and risk-free for students
• Provide opportunities for continuing education for all staff
• USDA Food Program,Texas Rising Star Certification,Texas School Ready Center
Owner and Director of Licensed After School Center and Summer Camp,
The Clubhouse, 7911 N. Twin City Hwy.,Port Arthur,Texas 77642, 1999-present
• Operate a 235 student after school center and summer camp, pick up children from 22 schools in 4
cities and transport them to the center safely and efficiently
• Manage a staff of 25 teachers, including scheduling, and providing for continuing education
experiences to satisfy licensing guidelines, staff evaluations
• Ensure building and surrounding facilities are safe, clean, and risk-free for students
• USDA Food Program,T xas Rising Star Certification,Texas School Ready Center
Mathematics Chairperson,
Port Neches Groves Indepe dent School District,Port Neches,TX 77651, 1996, 1997
• Attended CAMT Conference in Dallas (1996) and Houston (1997)to learn new strategies of teachin
mathematics to elementary students g
• Planned and presente in-services to PNG elementary teachers using new methodology in teaching
mathematics to elem ntary students
Experience
Texas Licensed Childcare D rector—1999-Current
• The Clubhouse,7911 N. Twin City Hwy.,Port Arthur, TX 77642
• Clubhouse Academy arly Childhood Center,2780 Aero Dr.,Port Arthur, TX 77640
Assistant Principal—Terrell Elementary—PAISD-2015
Principal Internship,(180 Hburs)
Stephen F.Austin Middle School,Port Arthur,TX Mar. 2009-May 2009
• Supervised by Dr. Lisa Chambers,Principal
1
Elementary Teacher, 1st& 2hd Grade
Taft Elementary, Groves, TX 1993-1999
• Integrated a variety of teaching methods and instructional strategies to generate student interest
• Evaluated and trackedIstudent progress and success by using a combination of evaluations and student
work samples
• Maintained positive relationship with students and parents while holding students to a high standard
of acceptable class work.
1
Mathematics Teacher and Pie-Algebra Teacher, 7th & 8th Grade
Groves Middle School, Groves, TX 1992-1993
• Integrated a variety of teaching methods and instructional strategies to generate student interest and
success in mathematics
• Successfully piloted a program into an 8th grade mathematics class to find out if one half year of Pre-
algebra would increase the success rate of ninth graders in Algebra I.
• Evaluated and tracked student progress in class by using a combination of evaluations and student
work samples
• Worked cooperatively with a team of teachers within grade levels to create a successful behavior
management system
Elementary Teacher,3rd Graide
Booker T. Washington,Port Arthur,TX 77640, 1990-1992
• Integrated a variety of teaching method s and instructional strategies to generate student interest and
success 1
• Increased standardized test scores by incorporating hands-on learning and cooperative learning groups
through daily activities'
• Compiled sample workI from students to begin portfolio and show future teachers their mastery of
skills in all subject areas
Additional Training/Professional Development
i
1
July 2017-July 2018—120 Continuing Education hours/Education and Child Related
July 2016-July 2017- 65 Continuing Education hours/Education and Child Related
July 2015-July 2016- 148 Continuing Education hours/Education and Child Related
July 2014-July 2015—121 continuing Education hours/Education and Child Related
July 2013-July 2014— 164. Continuing Education hours/Education and Child Related
July 2012-July 2013—119continuing Education hours/Education and Child Related
Additional Continuing Edu ation
"Lamar/Port Arthur Pilot Proj ct,"Lamar University, Beaumont, TX, 1990.
"Spindletop Center for Profes ional Development and Technology," Eagle Institute, Lamar University,
Beaumont, TX, October, 19971.
"Gifted and Talented Training,"PNGISD, Port Neches, TX, October 1997.
"Texas Association for the rovement of Reading,"TAIR Conference, Beaumont, TX, September 1997.
"Tough Kids,"Region V Edu ational Service Center, Beaumont, TX,February 1998.
"Child Care Director's Trai ' g,"Texas Department of Human Services, Beaumont, TX,June 1999.
"Society for Developmental national,"Austin, TX,June 1999.
"South Jefferson County Chi d Care Conference," Texas Department of Protective Services, Beaumont, TX,
July 2000.
"Our Children, Our Dream, Our Future,"Houston, TX, August 2000.
"Beyond Discipline to Guidance,"Dan Gartrell, September 2000.
"Managing the Problem Employee,"Lynn Godkin,Beaumont,TX, October 2000.
"Understanding the Cause of 'roblem Employees,"Lynn Godkin, Beaumont, TX, October 2000.
"Maximizing Feedback and Performance,"Lynn Godkin, Beaumont, TX, October 2000.
"Hospitality Training,"Carolyn Mott, Beaumont, TX, June 2001.
"In Our Hands-Future Tomorrows,"Applebaum Institute, Houston, TX, September 2001.
"Staff Retention," Susan Hale i Beaumont, TX,November 2001.
"Controlling Quality in Train.*Presentations,"Lamar University,Beaumont, TX,April 2002.
"Brain Development,"National Network Force, July 2002.
"Heart to Heart, Hand to Hand,"Appelbaum Institute, Houston, TX, September 2002.
"Shaken Baby, SIDS, Brain Development,"Dawn Stanley, TDPRS,Beaumont, TX, February 2003.
"Psychogeometrics,"Dr. Neusel,Beaumont, TX, May 2003.
"Too Blessed to be Stressed,"bianna Clayton, May 2003.
"Bottle Caries; Infant and Toddler Health,"Dr.Neusel, Lamar Small Business Institute, Beaumont,TX,June
2003.
"Food for Kids, Off to a Good,Start,"Food For Kids, Inc., Houston, TX,January 2004.
"Instructional Leadership Development"—February 2010, ESC Region 5
Certified Professional Development and Appraisal System (PDAS) appraiser—February 2010
Presentations/Grants
Brown, M. (1990, April). Student Teaching. Presentation at Lamar University for Dr. Ken Briggs to a class of
students in Foundations of Education, Beaumont, TX.
Brown, M. (1996). DirectionsVor the Quick Take Camera, Easy as ABC. Presentation at PNGISD In-Service
for Elementary Teachers K-3, groves, TX.
Brown, M. (1996,December).,'Learning Space. Presentation at PNGISD Inservice for Eagle Project, Port
Neches, TX.
Brown,M. (1998). Gems on the Net. Presentation at the Eagle Project Program, Groves, TX.
Rotary Club, Career Day Presenter for Education Occupation,Beaumont,February 2000,February 2009.
Texas Rising Star Grant Recipient—March 2010
Texas Rising Star Grant Recipient—April 2013, Oct. 2014, Jan. 2015
1
Honors/Awards
"Leadership Lamar"Represe tative,Lamar University, Beaumont, September 1989.
"Academic Excellence"Aw rd Recipient, Lamar University,Beaumont, August 1990.
"Spotlight on Excellence in Education"Award Recipient, PNGISD, April 1997.
Pride Foundation Grant Recipient,PNGISD, Fall 1997.
"Eagle"Teacher,Academics 000 Grant Recipient,August 1996-1999.
"Small Business Capitalizatio Initiative Grant"Recipient, Lamar Small Business Development Center,
Beaumont, September 2006.
Professional Affiliations
Beaumont Crime Stopper Bo d Member—2015-Present
Child Care Licensing Adviso Council Member for Regions 5 and 6 -2014-Present
Kappa Delta Pi,An Internatio al Honor Society In Education, 1990-Present
MACCA, Mid-County Association of Child Care Administrators,2007-Present
NAEYC,National Associatio for the Education of Young Children, 2009-Present
Rotary Club Member—2009 Present
National Association of Seco dary School Principals,2010-Present
National Association of Elem ntary School Principals, 2010-Present
References
SaraJo Murphy—PNGISD P ' cipal—Supervisor
Mr. Don Mott—PNGISD Principal - Supervisor
Suzann Benson—PNGISD educator/Colleague
Judge Courtney Burch-Arkeen—State of Texas District Judge, Orange
Ms. Christine Harvey—Texas Department of Family and Protective Services,Houston
Dr. Kathy Attaway- Lamar U 'versity, Beaumont/PAISD Principal
Dr. Ken Young—Lamar Univ rsity,Beaumont
Linda Brown—PNGISD educ for/coach
EXHIBIT "C"
PERFORMANCE MILESTONE SCHEDULE
THE BALLOON BARN
DATE MILESTONE
Review approved infrastructure plans by the City of Port Arthur
and projected costs with PAEDC for the construction of the
(a) March 31, 2022 project at The Balloon Barn located at 7911 N. Twin City Hwy.,
Port Arthur,Texas 77642.
The Balloon Barn will issue a status report to PAEDC on Project
(b) August 31, 2022 construction at The Balloon Barn located at 7911 N. Twin City
Hwy., Port Arthur, Texas 77642
Balloon will provide evidence of completion of the qualifying
infrastructure improvements.
(c) December 31,2022 PAEDC will issue 100%of Economic Incentive Grant with proof
of Certificate of Occupancy for The Balloon Barn.
The Balloon Barn meets all of their contractual agreement. File is
(d) December 31, 2022 closed.
Page 117
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 influencing or 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.
THE BALLOON BARN
Date: By:
Michelle Barnette
Page 118
1
EXHIBIT "E"
COMPLIANCE STATEMENT
The Balloon Barn hereby certifies that it has fully complied with Local
Government Code §176.006, as amended, which mandates the disclosure
requirements for persons who contract or seek to contract with a local
governmental entity.
.Y
THE BALLOON BARN
Date: By:
Michelle Barnette
P a c )19