HomeMy WebLinkAboutPR 23556: PAEDC, AGREEMENT WITH RETAIL STRATEGIES, LLC COMMUNITY PARTNERSHIP AND DOWNTOWN STRATEGIC VISIONING PLAN f.fr:
PORT*ARThUR
ONOUII In s f i.11PNP sT c1 ON PON U lOS
INTEROFFICE MEMORANDUM
Date: February 1, 2024
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: Terry Stokes, PAEDC Chief Executive Officer
RE: PR 23556 I PAEDC entering into a Professional Services and Consulting Agreement
with Retail Strategies, LLC for the provision of a Community Development
Partnership and Downtown Strategic Visioning Plan& Implementation Support
services.
Introduction:
The intent of this Agenda Item is to seek the City of Port Arthur City Council's approval for PAEDC
to enter into a Professional Services and Consulting Agreement with Retail Strategies, LLC for the
provision of a Community Development Partnership and Downtown Strategic Visioning Plan&
Implementation Support services.
Background:
In keeping with its adopted Strategic Priorities,the Port Arthur Economic Development Corporation
(PAEDC)will soon formally launch its entrepreneurship and small business support center. As
entrepreneurs and their small businesses graduate from our center, especially those whose businesses
are brick and mortar based,they will be helped by PAEDC to secure suitable sites in Downtown Port
Arthur. This will contribute to the overall revitalization of downtown and the surrounding area.
Circa 2021, The City of Port Arthur engaged Retail Strategies, LLC to potentially assist with the
implementation of its Downtown Revitalization Strategic Plan.Now,the PAEDC desires to play a
role in that implementation effort with a specific focus on having its Center for Entrepreneurship and
its clients serve as an additional catalyst in the revitalization effort.
Retail Strategies, LLC has a deep experience in both the areas of downtown revitalization and small
business support, a combination of proven success that will bode well for the PAEDC.
Budget Impact:
The budgetary impact of this item is not to exceed $45,000.00.
Recommendation:
It is recommended that the City of Port Arthur City Council approves PAEDC entering into a
Professional Services and Consulting Agreement with Retail Strategies, LLC for the provision of a
Community Development Partnership and Downtown Strategic Visioning Plan& Implementation
Support services.
P.R. No. 23556
02/01/2024 TS
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY OF PORT
ARTHUR SECTION 4A ECONOMIC DEVELOPMENT
CORPORATION (PAEDC) TO ENTER INTO A
PROFESSIONAL SERVICES AND CONSULTING
AGREEMENT WITH RETAIL STRATEGIES, LLC FOR
THE PROVISION OF A COMMUNITY DEVELOPMENT
PARTNERSHIP AND DOWNTOWN STRATEGIC
VISIONING PLAN & IMPLEMENTATION SUPPORT
SERVICES FOR AN AMOUNT NOT TO EXCEED
$45,000.00; FUNDS AVAILABLE IN PAEDC ACCOUNT NO.
120-80-625-5420-00-00-000
WHEREAS, The PAEDC strives to market and develop business opportunities, and
recruit new business and industry which will strengthen and diversify the economic base of the
City of Port Arthur by designing, maintaining, and growing a sustainable economy as well as
investing in entrepreneurs and small businesses to spur economic growth especially in Downtown
Port Arthur; and
WHEREAS, the PAEDC's Center for Entrepreneurship will serve as the launch pad for
entrepreneurship and small businesses,and for those small businesses that are brick-and-mortar based,they
will be guided by PAEDC to secure suitable sites in Downtown Port Arthur. This will contribute to the
overall revitalization of downtown and the surrounding area; and
WHEREAS,in order to facilitate the implementation of its plans,the PAEDC has received
a proposal from Retail Strategies,LLC for the provision of a Community Development Partnership and
Downtown Strategic Visioning Plan& Implementation Support services; and
WHEREAS, at its Regular Board meeting of January 9, 2024, the PAEDC Board of
Directors approved entering into a Professional Services and Consulting Agreement with Retail
Strategies,LLC for the provision of a Community Development Partnership and Downtown Strategic
Visioning Plan&Implementation Support services; and
WHEREAS,the cost for the Professional Services and Consulting Agreement with Retail
Strategies,LLC will not exceed$45,000.00 as detailed in the Professional Services and Consulting
Agreement attached hereto as Exhibit"A".
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council approves the City of Port Arthur Section 4A Economic
Development Corporation's entering into a Professional Services and Consulting Agreement with
for an amount not to exceed $45,000.00.
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., 2024,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers ,
•
NOES: .
PR 23556 Page 2
Thurman Bartie,Mayor
ATTEST:
Sherri Bellard,City Secretary
APPROVED:
li{f44"
Terry Stokes,PAEDC CEO
APPROVED AS TO FORM:
'1
Charles E. Zech,PAEDC Attorney
APPROVED AS TO FORM:
Val Tizeno, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
Lynd• Boswell,Finance Director
PR 23556 Page 3
Exhibit "A"
CITY OF PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION
STANDARD PROFESSIONAL SERVICES AGREEMENT FOR
PROFESSIONAL SERVICES AND CONSULTING WITH RETAIL
STRATEGIES, LLC FOR COMMUNITY DEVELOPMENT PARTNERSHIP
AND DOWNTOWN STRATEGIC VISIONING PLAN AND IMPLEMENTATION
SUPPORT SERVICES
THE STATE OF TEXAS §
JEFFERSON COUNTY §
This Professional Services Agreement("Agreement")is made and entered by and between the City of Port Arthur
Economic Development Corporation, a Texas non-profit Type A economic development corporation and Retail
Strategies, LLC. ("Professional").(Collectively referred to as"Parties")
Section 1.Duration.
This Agreement shall become effective upon execution by the PAEDC and shall remain in effect until satisfactory
completion of the Scope of Work unless terminated as provided for in this Agreement.
Section 2. Scope of Work.
(A) Professional shall perform the Services as more particularly described in the Scope of Work attached
hereto as Exhibit"A". The work as described in the Scope of Work constitutes the"Work".
(B) The Quality of Services provided under this Agreement shall be performed with the professional skill
and care ordinarily provided by competent Professionals practicing in the same or similar locality and
under the same or similar circumstances and professional license, and as expeditiously as is prudent
considering the ordinary professional skill and care of a competent Professional holding the same
professional license.
(C) The Professional shall perform its Services for the Project in compliance with all statutory, regulatory
and contractual requirements now or hereafter in effect as may be applicable to the rights and obligations
set forth in the Agreement.
(D) The Professional may rely upon the accuracy of reports and surveys provided to it by the PAEDC except
when defects should have been apparent to a reasonably competent professional or when it has actual
notice of any defects in the reports and surveys.
Section 3. Compensation.
(A) The Professional shall be paid by PAEDC as more particularly described in Compensation attached
hereto as Exhibit`B".
PADC Professional Services Agreement 1
Section 4.Time of Completion.
The prompt completion of the services under the Scope of Work is critical to the PAEDC. Unnecessary delays in
providing services under the Scope of Work shall be grounds for dismissal of the Professional and termination of
this Agreement without any or further liability to the PAEDC other than a prorated payment for necessary,timely,
and conforming work done by Professional prior to the time of termination. The Scope of Work shall provide, in
either calendar days or by providing a final date, a time of completion prior to which the Professional shall have
completed all tasks and services described in the Scope of Work.
Section 5.Insurance.
Before commencing work under this Agreement, Professional shall obtain and maintain the liability insurance
provided for in attached Exhibit"C"throughout the term of this Agreement and thereafter as required herein.
In addition to the insurance provided for in Exhibit"C", Professional shall maintain the following limits and types
of insurance:
(A) Workers Compensation Insurance: The Professional shall carry and maintain during the term of this
Agreement, workers compensation and employers liability insurance meeting the requirements of the
State of Texas on all the Professional's employees carrying out the work involved in this contract.
(B) General Liability Insurance: The Professional shall carry and maintain during the term of this
Agreement, general liability insurance on a per occurrence basis with limits of liability not less than
$1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage,coverage
shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations, Products and
Completed Operations shall be $2,000,000. This coverage shall protect the public or any person from
injury or property damages sustained by reason of the Professional or its employees carrying out the
work involved in this Agreement. The general aggregate shall be no less than$2,000,000.
(C) Automobile Liability Insurance:Professional shall carry and maintain during the term of this Agreement,
automobile liability insurance with either a combined limit of at least $1,000,000 per occurrence for
bodily injury and property damage or split limits of at least$1,000,000 for bodily injury per person per
occurrence and$1,000,000 for property damage per occurrence.Coverage shall include all owned,hired,
and non-owned motor vehicles used in the performance of this contract by the Professional or its
employees.
(D) Subcontractor: In the case of any work sublet, the Professional shall require subcontractor and
independent contractors working under the direction of either the Professional or a subcontractor to carry
and maintain the same workers compensation and liability insurance required of the Professional.
(E) Qualifying Insurance: The insurance required by this Agreement shall be written by a non-assessable
insurance company licensed to do business in the State of Texas and currently rated"B+" or better by
the A.M. Best Companies. All policies shall be written on a "per occurrence basis" and not a "claims
made"form.
(F) Professional Liability: $1,000,000
PADC Professional Services Agreement 2
Evidence of such insurance shall be attached as Exhibit"D".
Section 6. Miscellaneous Provisions.
(A) Subletting. The Professional shall not sublet or transfer any portion of the work under this Agreement or
any Scope of Work issued pursuant to this Agreement unless specifically approved in writing by the
PAEDC, which approval shall not be unreasonably withheld. Subcontractors shall comply with all
provisions of this Agreement and the applicable Scope of Work. The approval or acquiescence of the
PAEDC in the subletting of any work shall not relieve the Professional of any responsibility for work
done by such subcontractor.
(B) Ownership of Documents. Upon completion or termination of this Agreement, all documents prepared
by the Professional or furnished to the Professional by the PAEDC shall be delivered to and become the
property of the PAEDC.All drawings,charts,calculations,plans,specifications and other data,including
electronic files and raw data, prepared under or pursuant to this Agreement, shall be made available,
upon request, to the PAEDC without restriction or limitation on the further use of such materials;
PROVIDED, HOWEVER, THAT SUCH MATERIALS ARE NOT INTENDED OR REPRESENTED
TO BE SUITABLE FOR REUSE BY THE PAEDC OR OTHERS. ANY REUSE WITHOUT PRIOR
VERIFICATION OR ADAPTATION BY THE PROFESSIONAL FOR THE SPECIFIC PURPOSE
INTENDED WILL BE AT THE PAEDC'S SOLE RISK AND WITHOUT LIABILITY TO THE
PROFESSIONAL. Where applicable, Professional shall retain all pre-existing proprietary rights in the
materials provided to the PAEDC but shall grant to the PAEDC a non-exclusive,perpetual,royalty-free
license to use such proprietary information solely for the purposes for which the information was
provided. The Professional may, at Professional's expense, have copies made of the documents or any
other data furnished to the PAEDC under or pursuant to this Agreement.
(C) Professional's Seal. To the extent that the Professional has a professional seal, it shall be placed on all
documents and data furnished by the Professional to the PAEDC.All work and services provided under
this Agreement will be performed in a good and workmanlike fashion and shall conform to the accepted
standards and practices of the Professional's industry. The plans, specifications, and data provided by
Professional shall be adequate and sufficient to enable those performing the actual work to perform the
work as and within the time contemplated by the PAEDC and Professional.The PAEDC acknowledges
that Professional has no control over the methods or means of work nor the costs of labor, materials or
equipment. Unless otherwise agreed to in writing, any estimates of costs by the Professional are for
informational purposes only and are not guarantees.
(D) Compliance with Laws. The Professional shall comply with all federal, state, and local laws, statutes,
ordinances,rules and regulations,and the orders and decrees of any courts,administrative,or regulatory
bodies in any matter affecting the performance of this Agreement,including,without limitation,workers
compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing
laws and regulations. When required,the Professional shall furnish the PAEDC with satisfactory proof
of compliance.
(E) Independent Contractor. Professional acknowledges that Professional is an independent contractor of
the PAEDC and is not an employee, agent, official, or representative of the PAEDC. Professional shall
PADC Professional Services Agreement 3
not represent, either expressly or through implication, that Professional is an employee, agent, official,
or representative of the PAEDC.Income taxes,self-employment taxes,social security taxes,and the like
are the sole responsibility of the Professional.
(F) Non-Collusion. Professional represents and warrants that Professional has not given,made,promised or
paid, nor offered to give, make, promise or pay any gift, bonus, commission, money, or other
consideration to any person as an inducement to or in order to obtain the work to be provided to the
PAEDC under this Agreement. Professional further agrees that Professional shall not accept any gift,
bonus, commission, money, or other consideration from any person (other than from the PAEDC
pursuant to this Agreement) for any of the services performed by Professional under or related to this
Agreement.If any such gift,bonus,commission,money,or other consideration is received by or offered
to the Professional,Professional shall immediately report that fact to the PAEDC and,at the sole option
of the PAEDC, the PAEDC may elect to accept the consideration for itself or to take the value of such
consideration as a credit against the compensation otherwise owing to Professional under or pursuant to
this Agreement.
(G) Force Majeure. If the performance of any covenant or obligation to be performed hereunder by any
party is delayed as a result of circumstances which are beyond the reasonable control of such party
(which circumstances may include,without limitation,pending litigation,acts of God,war, acts of civil
disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way
of illustration and not of limitation,severe rain storms or below freezing temperatures,or tornados]labor
action, strikes or similar acts, moratoriums or regulations or actions by governmental authorities), the
time for such performance shall be extended by the amount of time of such delay,but no longer than the
amount of time reasonably occasioned by the delay.The party claiming delay of performance as a result
of any of the foregoing force majeure events shall deliver written notice of the commencement of any
such delay resulting from such force majeure event not later than seven(7)days after the claiming party
becomes aware of the same, and if the claiming party fails to so notify the other party of the occurrence
of a force majeure event causing such delay and the other party shall not otherwise be aware of such
force majeure event, the claiming party shall not be entitled to avail itself of the provisions for the
extension of performance contained in this subsection.
(H) In the case of any conflicts between the terms of this Agreement and wording contained within the Scope
of Services,this Agreement shall govern.The Scope of Services is intended to detail the technical scope
of services,fee schedule,and contract time only and shall not dictate Agreement terms.
Section 7.Termination.
(A) This Agreement may be terminated:
(1) By the mutual agreement and consent of both Professional and PAEDC;
(2) By either party, upon the failure of the other party to fulfill its obligations as set forth in either this
Agreement or a Scope of Work issued under this Agreement;
(3) By the PAEDC, immediately upon notice in writing to the Professional, as consequence of the
failure of Professional to perform the services contemplated by this Agreement in a timely or
satisfactory manner;
PADC Professional Services Agreement 4
(4) By the PAEDC, at will and without cause upon not less than thirty(30) days written notice to the
Professional.
(B) If the PAEDC terminates this Agreement pursuant to Section 5 or subsection 8(A)(2)or(3),above,the
Professional shall not be entitled to any fees or reimbursable expenses other than the fees and
reimbursable expenses then due and payable as of the time of termination and only then for those services
that have been timely and adequately performed by the Professional considering the actual costs incurred
by the Professional in performing work to date of termination,the value of the work that is nonetheless
usable to the PAEDC,the cost to the PAEDC of employing another Professional to complete the work
required and the time required to do so,and other factors that affect the value to the PAEDC of the work
performed at time of termination. In the event of termination that is not the fault of the Professional,the
Professional shall be compensated for all basic, special,and additional services actually performed prior
to termination,together with any reimbursable expenses then due.
Section 8.Indemnification.
Professional shall indemnify and hold harmless the City of Port Arthur, Texas, Economic Development
Corporation and its officials, employees and agents (collectively referred to as "Indemnitees") and each of
them from and against all loss, costs, penalties, fines, damages, claims, expenses (including reasonable
attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of
any person or damage to or destruction or loss of any property arising out of,resulting from,or in connection
with (i) the performance or non-performance of Services contemplated by this Agreement but only to the
extent caused by the negligent acts,errors or omissions,intentional torts,intellectual property infringement,
or a failure to pay a sub-contractor or supplier committed by Professional or Professional's agent,consultant
under contract, or another entity over which Professional exercises control (whether active or passive) of
Professional or its employees, agents,or sub-contractors (collectively referred to as "Professional"),(ii) the
failure of Professional to comply with any of the paragraphs herein or the failure of Professional to conform
to statutes,ordinances,or other regulations or requirements of any governmental authority,federal,state or
local,in connection with the performance of this Agreement.Professional expressly agrees to indemnify and
hold harmless the Indemnitees,or any one of them,from and against all liabilities which may be asserted by
an employee or former employee of Professional,or any of its sub-contractors,as provided above,for which
Professional's liability to such employee or former employee would otherwise be limited to payments under
State Workers Compensation or similar laws.Nothing herein shall require Professional to indemnify,defend,
or hold harmless any Indemnitee for the Indemnitee's own negligence or willful misconduct. Any and all
indemnity provided for in this Agreement shall survive the expiration of this Agreement and the discharge
of all other obligations owed by the parties to each other hereunder and shall apply prospectively not only
during the term of this Agreement but thereafter so long as any liability could be asserted in regard to any
acts or omissions of Professional in performing Services under this Agreement.
For Professional Liability Claims, Professional shall be liable for reasonable defense costs incurred by
Indemnitees but only after final adjudication and to the extent and percent that Professional or Professional's
agents are found negligent or otherwise at fault. As used in this Agreement,final adjudication includes any
negotiated settlement and release of claims,without limitation as to when a negotiated settlement and release
of claims occurs.
PADC Professional Services Agreement 5
Section 9.Notices.
Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing
and shall be given and shall be deemed to have been served and received (whether actually received or not) if(i)
delivered in person to the address set forth below;(ii)deposited in an official depository under the regular care and
custody of the United States Postal Service located within the confines of the United States of America and sent by
certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii)
delivered to such party by courier receipted delivery.Either party may designate another address within the confines
of the continental United States of America for notice, but until written notice of such change is actually received
by the other party,the last address of such party designated for notice shall remain such party's address for notice.
Section 10. No Assignment.
Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent
of the other party.
Section 11. Severability.
If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity, or
enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of
each such illegal, invalid or unenforceable term or provision,there shall be added automatically to this Agreement
a legal,valid,or enforceable term or provision as similar as possible to the term or provision declared illegal,invalid,
or unenforceable.
Section 12.Waiver.
Either PAEDC or the Professional shall have the right to waive any requirement contained in this Agreement that
is intended for the waiving party's benefit,but,except as otherwise provided herein, such waiver shall be effective
only if in writing executed by the party for whose benefit such requirement is intended.No waiver of any breach or
violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or
violation,whether concurrent or subsequent, and whether of the same or of a different type of breach or violation.
Section 13.Governing Law;Venue.
This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance
with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Jefferson
County,Texas, such that exclusive venue for any action arising out of this Agreement shall be in Jefferson County,
Texas.
Section 14. Paragraph Headings; Construction.
The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit
the scope or meaning of the various and several paragraphs hereof.Both parties have participated in the negotiation
and preparation of this Agreement and this Agreement shall not be construed either more or less strongly against or
for either party.
PADC Professional Services Agreement �>
Section 15.Binding Effect.
Except as limited herein,the terms and provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs,devisees,personal and legal representatives, successors and assigns.
Section 16. Gender.
Within this Agreement,words of any gender shall be held and construed to include any other gender, and words in
the singular number shall be held and construed to include the plural,unless the context otherwise requires.
Section 17. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of
which shall constitute but one and the same instrument.
Section 18.Exhibits.
All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to
the same.
Section 19.Entire Agreement.
It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes
any and all prior agreements, arrangements or understandings between the parties relating to the subject matter.No
oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This
Agreement cannot be changed or terminated orally.
Section 20.Relationship of Parties.
Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to
create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever
between the parties, it being expressly understood and agreed that no provision contained in this Agreement nor
any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the
relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of
this Agreement.
[signature page follows]
PADC Professional Services Agreement 7
EXECUTED on this the day of ,2023.
PAEDC: PROFESSIONAL:
By: By:
Name: Name:
Title: Title:
ADDRESS FOR NOTICE:
PAEDC: PROFESSIONAL:
The Port Arthur Economic Development Retail Strategies, LLC
Corporation 2200 Magnolia Ave South. Suite 100
Attn: Terry Stokes Birmingham,AL.
Chief Executive Officer
501 Procter Street, Suite 100, Port Arthur,TX 77640
With a copy to:
PAEDC Attorney
Attn: Charles E. Zech
2500 W. William Cannon, Suite 609
Austin, Texas 78745
PADC Professional Services Agreement 8
Exhibit"A"
SCOPE OF WORK
The Services provided will include the following:
(1) Strategic Visioning Workshop and Tour of Study Area. Professional will host a kick-off call to introduce
the team and examine the Port Arthur Downtown area. Professional will conduct a community input survey
electronically to gain insight on Downtown's past, present and future. Professional will also include an in-market
stakeholder input session with property owners, merchants, business owners, community leaders, and elected
officials for feedback and open dialogue. There will also be a walking tour of the area of study. Professional must
complete this phase between day 1 and day 90 of the program.
(2) Downtown Strategic Visioning Plan. Professional will evaluate Downtown Port Arthur and present a
customized, strategic, asset-based, and market driven plan to PAEDC. The plan will include practical, actionable,
and transformational strategies and recommendations. Professional must complete this phase between day 90 and
day 270 of the program.
(3) Implementation Jumpstart —Action Teams. Professional shall assist in the creation of Action Teams and
narrow down 1-2 projects for immediate implementation. Professional must complete this phase of the program
between day 270 and day 365 of the program.
(4)Implementation Support—Years 2&3.Professional will provide additional year Implementation Support for
future projects and collaborate with PAEDC to identify and develop those projects.
9
PADC Professional Services Agreement
Exhibit "B"
COMPENSATION
The Compensation for this Service will be a one-time lump sum payment of$45,000.00. from PAEDC to
Retail Strategies.
Upon the successful completion of the Scope of Work, Professional shall submit an invoice for the lump sum
payment set forth in Exhibit "B" to PAEDC, 501 Procter Street, Suite 100, Port Arthur, Texas 77640. Subject to
Chapter 2251,Texas Government Code(the"Prompt Payment Act"),payment is due within thirty(30)days of the
PAEDC's receipt of Professional's invoice. Interest on overdue payments shall be calculated in accordance with
the Prompt Payment Act.
PADC Professional Services Agreement I 0
Exhibit"C"
REQUIREMENTS FOR ALL INSURANCE DOCUMENTS
The Professional shall comply with each and every condition contained herein. The Professional shall provide and
maintain the minimum insurance coverage set forth below during the term of its agreement with the PAEDC.Any
Subcontractor(s) hired by the Professional shall maintain insurance coverage equal to that required of the
Professional. It is the responsibility of the Professional to assure compliance with this provision. The City of Port
Arthur Economic Development Corporation accepts no responsibility arising from the conduct,or lack of conduct,
of the Subcontractor.
INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT
With reference to the foregoing insurance requirements,Professional shall specifically endorse applicable insurance
policies as follows:
1. The City of Port Arthur Economic Development Corporation shall be named as an additional insured with
respect to General Liability and Automobile Liability on a separate endorsement.
2. A waiver of subrogation in favor of The City of Port Arthur Economic Development Corporation shall be
contained in the Workers Compensation and all liability policies and must be provided on a separate
endorsement.
3. All insurance policies shall be endorsed to the effect that The City of Port Arthur Economic Development
Corporation will receive at least thirty(30)days written notice prior to cancellation or non-renewal of the
insurance.
4. All insurance policies, which name The City of Port Arthur Economic Development Corporation as an
additional insured, must be endorsed to read as primary and non-contributory coverage regardless of the
application of other insurance.
5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above
endorsements cannot be on the certificate of insurance.Separate endorsements must be provided for
each of the above.
6. All insurance policies shall be endorsed to require the insurer to immediately notify The City of Port Arthur
Economic Development Corporation of any material change in the insurance coverage.
7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions.
8. Required limits may be satisfied by any combination of primary and umbrella liability insurances.
9. Professional may maintain reasonable and customary deductibles, subject to approval by The City of Port
Arthur Economic Development Corporation.
10. Insurance must be purchased from insurers having a minimum A.M. Best rating of B+.
11. All insurance must be written on forms filed with and approved by the Texas Department of Insurance.
(ACORD 25 2010/05). Coverage must be written on an occurrence form.
12. Contractual Liability must be maintained covering the Professional's obligations contained in the contract.
Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent
and shall contain provisions representing and warranting all endorsements and insurance coverages
according to requirements and instructions contained herein.
13. Upon request,Professional shall furnish The City of Port Arthur Economic Development Corporation with
certified copies of all insurance policies.
14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to
the City of Port Arthur Economic Development Corporation within ten (10) business days after contract
PADC Professional Services Agreement I 1
award and prior to starting any work by the successful Professional's insurance agent of record or insurance
company.Also,prior to the start of any work and at the same time that the Certificate of Insurance is issued
and sent to the City of Port Arthur Economic Development Corporation, all required endorsements
identified in sections A, B, C and D above shall be sent to the City of Port Arthur Economic Development
Corporation. The certificate of insurance and endorsements shall be sent to:
Port Arthur Economic Development Corporation
Attn: Terry Stokes
Chief Executive Officer
501 Procter Street, Suite 100,Port Arthur, TX 77640
PADC Professional Services Agreement 1 2
Exhibit "D"
EVIDENCE OF INSURANCE
PADC Professional Services Agreement 1 3