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PR 23807: EDC, AGREEMENT WITH RETAIL STRATEGIES, LLC, PORT ARTHUR'S DOWNTOWN REVITALIZAITON PLAN
PORF*ARTHUR o•uIc pt INTEROFFICE MEMORANDUM Date: November 19, 2024 Nor` - ConSert-{, To: The Honorable Mayor and City Council Ronald Burton, CPM I City Manager From: Terry Stokes,PAEDC Chief Executive Officer RE: PR 23807 I The Por Arthur EDC entering into a Professional Services and Consulting Agreement with Retail Strategies, LLC for the provision of services associated with the implementation of the City of Port Arthur's Downtown Revitalization Plan. Introduction: The intent of this agenda item is to seek the Port Arthur City Council's approval to enter into a Professional Services and Consulting Agreement with Retail Strategies,LLC for the provision of services associated with the implementation of the City of Port Arthur's Downtown Revitalization Plan. Background: Circa 2021,The City of Port Arthur engaged in conversations with Retail Strategies,LLC to potentially assist with the implementation of its 2025 Downtown Revitalization Plan: (FINAL DOWNTOWN REVITALIZATION PLAN COPA.pdf(portarthurtx.gov)). The plan assigned responsibility to different stakeholders as shown on pages 180 and 181 of the plan(see the attached two pages to this memorandum) "Memo Attachments".. In January of this year,the PAEDC Board of Directors approved entering into a professional agreement with Retail Strategies,LLC to provide consulting services associated with the City of Port Arthur's and the PAEDC's desire to see Downtown Port Arthur undergo revitalization with all deliberate speed. However,the Port Arthur City Council did not accept the proposal. Additionally,due to a clerical mistake at its headquarters, Retail Strategies' registration in the Texas State Comptroller's Office had expired. Subsequently,Retail Strategies registration in the Texas State Comptroller's Office and the Texas Secretary of State have been reinstated and is in good standing. So,it was back to the drawing board. The revised proposal addresses the concerns expressed back in February by several members of City Council;specifically,that the proposal clearly layout how Retail Strategies,LLC will assist the PAEDC in implementing the City's existing Downtown Revitalization Plan as opposed to re-inventing the wheel by generating a whole new plan or creating a strategic plan for the PAEDC. At its August 5,2024,Regular Meeting,the PAEDC Board Directors directed the CEO to consult with the City of Port Arthur's leadership to gauge their commitment to move forward with the revitalization plan. Attached to this memorandum is a memorandum from Port Arthur's City Manager Ron Burton outlining said support"Memo Attachments". Retail Strategies,LLC Implementation of the City of Port Arthur's Downtown Revitalization Plan,Page 1 of 2 Budget Impact: The budgetary impact of this item is not to exceed$45,000.00; funds are available in PAEDC Account No. 120- 80-625-5420-00-00-000(Professional Services). Recommendation: It is strongly recommended that the Port Arthur City Council, approve entering into a Professional Services and Consulting Agreement with Retail Strategies LLC for the provision of services associated with the implementation of the City of Port Arthur's Downtown Revitalization Plan. Attachments "Memo Attachments" E 0 -a �_ 4 o c v L. VI co U C 'O 'a L Y ai C 'O 'p G) _C U C C a) L. o ro co c ro as ❑ Cu co C o E E LU U U U U U Q t 0Li rto 0 a 5 C E 0 ❑ \ 0 0 a a w a w E E LLI a LLI O LLI . 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Support for PAEDC Efforts COMMENT As you are aware,the development and re-development of the downtown area has been a key focus of the City Council and executive administration. Diversifying the city's economy and creating job opportunities are fundamental to the overall betterment of Port Arthur's quality of life. The City of Port Arthur continues to work towards the goals set forth in its Downtown Redevelopment Plan. We strongly support strategies which will develop, or enhance, retail development in the impact area of the plan as we seek to revitalize the city's downtown. Therefore, we support the hiring of the company Retail Strategies to aid in accomplishing the noted goals. "Remember,ne are here to serve the Citizens of Port Arthur." 444 4'h Street X Port Arthur.Texas 77641-1089 X 409.983.8182 X FAX 409.983.8294 le."1% retail strategies, LLC *14) retail strategieso W b"' Street, 4 F t For Worth, TX 76102 1 02 Jenn Gregory, President Downtown Strategies 600 West 6th Street, Fourth Floor Fort Worth, Texas, 76110 jenn@retailstrategies.com Tuesday, November 19, 2024 The Honorable Thurman Bill Bartie and Members of the City of Port Arthur City Council 444 4th Street Port Arthur, TX 77640-6450 Dear Mayor Bartie and Members of the City Council, Subject: Implementation of the City of Port Arthur's Downtown Revitalization Plan Downtown Strategies is a division of Retail Strategies with a team of practitioners who solely focus on downtown revitalization. If given the privilege of being your partner, the Downtown Strategies team will work with the Port Arthur Economic Development Corporation (PAEDC), Lamar State College-Port Arthur's Small Business Development Center (SBDC), local businesses, community stakeholders, and other government and non- governmental officials to identify implementable goals from the 2015 Downtown Revitalization Plan created by the firm of Freese and Nichols. The plan was adopted by the City Council as a recommendation of the 2018 Port Arthur Comprehensive Plan [Chapter 2]. Downtown Strategies will focus on the 2015 Downtown Revitalization Plan - Vision and Goals [Chapter 3 Downtown's Future]. In a stakeholder meeting, we will revisit the 2015 Vision & Goals to define what has been accomplished and which items remain that can be implemented without substantial capital investment from the City of Port Arthur. We will share a work action plan for a local task force to implement small incremental tasks over the next five years that will accumulate into high-impact initiatives. retail strategies The work action plan created by the Downtown Strategies team for PAEDC will not include infrastructure or land use recommendations. The implementation recommendations provided by Retail Strategies will be designed for a locally appointed and run task force. Downtown Strategies will serve as an accountability partner to the task force with quarterly meetings. The recommendations for the task force will come from the already existing plan and the locally held stakeholder meeting. PAEDC will be the main point of contact for the partnership with Downtown Strategies and all communication regarding the partnership will flow through that entity. Questions, comments, feedback, or requested reports and presentations from the City of Port Arthur will be directed to PAEDC. In support of the City Council's strong interest in the growth and strengthening of the City's small businesses, the work completed through this partnership will lead to downtown vitality to attract local residents to visit downtown and support the existing businesses. Retail Strategies, in collaboration with the SBDC, have separate programs specifically designed to provide technical assistance to all small business owners to set the stage for small business and entrepreneurship growth all across Port Arthur. We would welcome the opportunity to explore those options after we kick off the downtown partnership. PAEDC is in full support of the City of Port Arthur's forward-thinking existing Downtown Revitalization Strategic Plan. The work action plan created by Downtown Strategies will not be a new strategic plan. The work on implementing the recommendations from the city's Downtown Revitalization Plan will complement the body of work on the new Strategic Plan. We look forward to a meaningful partnership focused on steps towards progress. From Jenn Gregory, President lir Downtown Strategies jenn@retailstrategies.com ww.vrretailstr cac:c ies.cs. info@retailstrategies.corn 241.356.9920 Page 2 of 2 retail strategies r ; 1 / I i , I I 1 r . 2015 Downtown Revitalization Plan Port Arthur, Texas Professinnal Service Implementation Action Plan for Downtown Port Arthur pared by: -Lacy ieãèy President Retail Strategies lacy@retailstrategies.com r retail strategies Port Arthur, TX Downtown Revitalization Plan Implementation Assistance Cover Letter Port Arthur, Texas Economic Development Corporation [PAEDC] Retail Strategies, founded 2011, exists to measurably improve the quality of life for municipalities across the United States. We give our community partners an advantage in business recruitment and downtown revitalization by applying human effort, consistency, and expertise from experienced practitioners. Retail Strategies has a proven track record in municipal strategic economic development planning and retail recruitment. Downtown Strategies is a division of Retail Strategies with a team of practitioners who solely focus on downtown revitalization. If given the privilege of being your partner, the Downtown Strategies team will work with the PAEDC and its strategic partners, local businesses, community stakeholders, and other government officials to identify implementable goals from the 2015 Downtown Revitalization Plan from Freese and Nichols. The plan was adopted by the City Council as a recommendation of the 2018 Port Arthur Comprehensive Plan [Chapter 2]. Downtown Strategies will focus on the 2015 Downtown Revitalization Plan -Vision and Goals [Chapter 3 Downtown's Future]. In a stakeholder meeting, we will revisit the 2015 Vision & Goals to define what has been accomplished and which items remain that can be implemented without substantial capital investment from the City of Port Arthur. We will share a work action plan for a local task force to implement incremental small tasks over the next five years that will accumulate into high-impact initiatives. The work action plan created by the Downtown Strategies team for PAEDC will not include infrastructure or land use recommendations. The implementation recommendations provided by Retail Strategies will be designed for a locally appointed and run task force. Downtown Strategies will serve as the accountability partner to the task force with quarterly meetings. The recommendations for the task force will come from the already existing plan and the locally held stakeholder meeting. Thank you for this opportunity. Lacy Beasley `` President 615-330-7987 lacy@retailstrategies.com *41 retail strategies Our Partnership F .i r m ro � e Retail Strategies is the national expert in recruiting businesses and Industry strategically developing communities. Our mission is to provide the Involvement real estate expertise, tools, and human effort that position deserving towns as alluring locations for national businesses and destinations for tourism and quality of life amenities. With confidence, we pursue this mission by delivering unparalleled CICSC customer service as a unified team with unmatched real estate and community development expertise. NLCLEAGUE OF CME5 Downtown Strategies, a division of Retail Strategies, exists to �° w provide realistic, implementable action steps to communities for revitalizing their downtowns. Led by a team of former downtown MAIN STREET revitalization practitioners, our combination of real-world AMERICA 2024 4./1irrt 47/emdea experience, plus expertise in retail uniquely qualify us to assist communities with backfilling vacancies, increasing tourism, and USDA enhancing the sense of place in their downtowns. Serving ID communities in 25 states, Downtown Strategies is the leading national firm for downtown revitalization planning with an emphasis on real estate and retail. Since our inception in 2011, Retail Strategies has grown 800 Clients to 48 dedicated employees, 5 offices (Fort Worth, & Counting Birmingham, Atlanta, Auburn, and Starkville), 4 customized solution models (Retail Recruitment, Retail Academy, Downtown Strategies and Small Business Support), and has served over 800 communities. 48 Dedicated Employees The PAEDC will have 4 dedicated team members working directly with the partnership. Downtown revitalization led by Jenn Gregory, president of Downtown Strategies, will be supported by 3 001- Plansp additional team members plus marketing, research, and Implemented the executive team. 3 A� ';- ) retail strategies ..,,,, Key _,,_ For our partnership Dedicated Downtown Strategies Professionals we will dedicate a team of Professionals to 'r' serve as your day- �" "� to-day points of ` contact. These A. ► practitioners are �� supported by a full Jenn Gregory Jeremy Murdock Laura Marinos Taylor Turner marketing team, CommunityDevelopment PresidentDirector of Client Services research staff, and Specialist Client Services executive oversight Manager and support. The PAEDC will receive a dedicated team of professionals to a work action Most importantly, plan and support the local task force in implementing the plan. your team will be building a Jenn Gregory-Team Lead relationship with Jeremy Murdock—Plan development and quarterly implementation accountability partner you so that we can leverage your local Laura Marinos— Communication liaison and logistics coordinator. knowledge with Taylor Turner— Small business support specialist our network of industry Executive Support professionals. A Staff to Client Ratio \, 4 4� , ._, .._ Robert Jolly Mead Silsbee Lacy Beasley Scott vonCannon ,...-- _ 1 8 CEO CFO PRESIDENT COO - se ilt Estate Professionals ce H 250 4 ► 4 Clay Craft Joe Strauss Courtney Hall Amanda Timko VICE PRESIDENT, VICE PRESIDENT. CHIEF MARKETING VICE PRESIDENT, CLIENT SERVICES RETAIL DEVELOPMENT OFFICER OFOPPERATIONS ' ) retail strategies , •' DE w own KPrsonnel., _ , _ _ _ 44r- Jenn Gregory Jeremy Murdock President Community Development jgregory@retailstrategies.com Specialist K.., jmurdock@retailstrategies.com Jenn is the president ,,'. As the Community of Downtown Strategies, Development Specialist where her focus is on community development for the Downtown Strategies Team, Jeremy for our client communities. Through her utilizes his background in landscape Downtown Strategic Visioning Workshop architecture and urban design to analyze the process, Jenn advises communities on market physical condition of our clients' downtown analysis, tourism, economic vitality, and design areas. In addition to facilitating strategic updates for downtown areas. She also directly visioning workshops and developing strategic assists small businesses in client communities plans, he helps community leaders take action with elevating their digital presence, enhancing by coordinating efforts with our downtown their omnichannel marketing strategies, and implementation clients. understanding market challenges in a post- COVID world. Taylor Turner ��b Laura Marinos Client Services Manager Director of Client Services Imarinos@retailstrategies.com '! 1;11 ,;.,,, ,, tturner(c�retailstrategies.com '��' • As the Director of Client �, As the Director of Client R' Services, Downtown Services, Downtown Strategies Taylor ,,rid Laura work together to Strategies Laura oversees the day-to-day manage the day-to-day implementation of management and implementation of services services for downtown clients. She specializes in for downtown clients. She specializes in market scheduling presentations, travel plans, client research, strategic plans, project coordination, communication and frequent touch points. and team operations for the Downtown Strategies division of Retail Strategies. Acting Taylor has expertise in sodal media, videography, and technical assistance for small as a liaison between clients and the operations business owners. team, Laura's attention to detail and knack for processes make for an excellent client experience. 5 DISCOVERY PLAN i k Downtown . Discovery: Building on your existing investments & efforts Discovery is key to ensure our efforts build on your existing program of work. We will analyze data, review current plans, then we will come to your market to meet with your local leaders and gather input from stakeholders. Kick-off Call & Onboarding Current Year Market Analysis ,vie of girl our pros ss with a kick-off i x a will a detailed ouri ent call to introduce our teams and review year Market Analysis, identifying your the timeline and key milestones. Then, market trade area and demographics of we will ask you to complete our those that reside within the trade area. Onboarding Form, which allows us to Utilizing mobile data technology, we will understand the current state of your analyze supply and demand of retail downtown on a detailed level. We will categories, as well as provide a review any existing plans or work plans, walkability score and psychographics of as well as incentives or other programs your local population. your community offers. Community Input Survey Stakeholder Workshop In addition, we will supply an electronic The final milestone of this Discovery Community Input Survey for you to phase is the in-market Stakeholder circulate to your entire community, Workshop, where a leader of our team which provides collaboration and gives visits your community, meets with the the consultant team insights into Core Team, participates in a walking satisfaction of your downtown area. tour, and facilitates a Stakeholder Input Session, which allows property owners, business leaders, and the greater community to participate in imagining what the downtown can become in the next five years. 6 X PLAN DISCOVERY X Downtown 5-Year x PLAN x Plan : An action- IMPLEMENT oriented plan that tells you where to start Me clear(o our process is the creator, of the custom 5-Year Action Plan, focused on short- term strategies that are practical and implementable, given your current capacity and resources. After returning from your market, our team collaborates and develops your custom 5-Year Action Plan. The plan will entail updated recommendations from the Discovery phase and the 2015 Port Arthur Downtown Revitalization Plan. Focus Areas for successful implementation: CH 6. District, CH. 2 Downtown CH 3. Downtown's Branding & Public CH 7. Economic Snapshot Future Spaces Development Review of which Review of the 10 Tourism and A key component policy goals identified placemaking is of downtown recommendations and revised in the about connecting revitalization have been Discovery phase the dots between efforts is assisting implemented and to determine visitors and the the private sector which still need where to prioritize downtown and arming them focus. efforts for businesses and with the tools implementation attractions. It is necessary to that will have a about creating a compete in the more immediate unique and current economy. impact. authentic experience for visitors. An implementation matrix will also accompany the plan, detailing the order and investment required for successful implementation of each strategy. While you are waiting for delivery of the plan, our team will present the current year Market Analysis deliverable virtually, which will set the stage for the virtual presentation of the 5- Year Downtown Revitalization Implementation Action Plan to your team. Your team will have several weeks to review the draft and provide feedback for revisions. Once revisions are made, we finalize the plan and move into our next phase. 7 " IMPLEMENT Q‘ DISCOVERY Downtown x PLAN xRevitalization Action IMPLEMENT Plan Implementation A plan is just a plan if it is not followed by immediate action. Following delivery of the plan, we will facilitate the launch of Local Action Teams in your community to create a sustainable framework of implementation. We also provide technical support to your team for the initiatives that you undertake. Implementation Jumpstart Local Action Team Once the action plan is approved, we move The PAEDC and its Strategic Partners will into the Implementation phase of our then formulate their first Local Action Team, partnership. This phase begins with an with our team facilitating the Project Mapping Implementation Jumpstart call. On this call, Workshop, which utilizes our Action Planning we will discuss early ideas for focus Workbook. And following this workshop, the strategies, provide an overview of our Local Action Team will hold their first 30/30 process for launching Local Action Teams, meeting, which focuses on what has and we will schedule the Project Mapping happened the last 30 days and identifying Workshop. what the priorities are for the next 30 days. If available, our team will virtually attend the first 30/30 meeting to provide support and troubleshoot if needed. Technical Support Communication Additional support from our team can include Through regular communication, we will keep technical support,templates and trainings, up with the success of your Local Action Teams connections to strategic partners, or other throughout the partnership and will he here to assistance to your team in order to get support them, as well as your core team with recommended strategies implemented. your own priority projects. Finally, our team will host a Wrap-up Call to Implementation Support continues for the review progress and discuss next steps, such duration of Years 2 & 3, each under separate as renewing our partnership for additional years agreements, with tri-annual collaboration of support. calls, opt-in monthly office hours, and technical support. If desired, at the end of Year 2, additional Local Action Teams can be 8 launched with our support through a second Project Mapping Workshop. ,'tpsp.-,'' ' retail strategies � a ', Downtown Strategies Approximate Timeline & Milestones Contract Execution: Kick-off call, Client completes Onboarding Packet q 0 12V4i1..' an_ i= 9 /4 • 100 Months Months Month Months Months Months 1-3 4-5 6 7-8 9-10 10-12 Generate In-market Current year 5-Year Action Launch Local First 30/30 Market Stakeholder Market Plan Action Teams, meeting, Analysis, Workshop Analysis presentation deliver Action continued Community deliverable (virtual) Planning technical Input Survey, presentation Workbook, support to Downtown (virtual) facilitate local team Strategies Project reviews Mapping submitted Workshop documents (virtual) Investment: Year One: $45,000 9 retail strategies Optional Continuation of Implementation Downtown Planning & Implementation Support in Years 2 and 3 investment: Yell Two & Three; $25,000 each (under separate agreements) Year Two(separate agreement) Tri-annual Opt-in Monthly Office Expansion of Local Action Collaboration/Check-in Hour Calls Teams Calls (3 per year) (if desired, which includes additional Project Implementation Mapping Workshop) X Support (templates, trainings, referrals, X troubleshooting) Year Three(separate agreement) Tri-annual Opt-in Monthly Office Continued Collaboration/Check-in Hour Calls Implementation Support Calls (3 per year) (templates, trainings, referrals, troubleshooting) 10 1 ,„„.„„,...... �,� retail strategies ' ...fit .. _ - •, .r-- • ,u� `� • ate;• n.. �W ,Ir 1 $'a* �*�.. _fir. ' 411 �,s •� -m 7 retailstrategies.com 1 (214) 356-9920 I info©retailstrategies.com 600 West 6th Street, Fourth Floor, Fort Worth, Texas 76102 11/21/24,3:57 PM Franchise Search Results BS _. , C'04. f` *I. 1:2 m. y Franchise Tax Account Status As of : 11/21/2024 15:57:27 This summary page is designed to satisfy standard business needs. If you need to reinstate or terminate a business with the Texas Secretary of State, you must obtain a certificate specific to that purpose. RETAIL STRATEGIES, LLC Texas Taxpayer Number 32052974907 PO BOX 531247 Mailing Address BIRMINGHAM, AL 35253- 1247 0 Right to Transact Business in ACTIVE Texas State of Formation AL SOS Registration Status (SOS status updated each business ACTIVE day) Effective SOS Registration Date 01/21/2014 Texas SOS File Number 0801919751 https://mycpa.cpa.state.tx.us/coa/coaSearchBtn# 1/2 11/21/24,3:57 PM Franchise Search Results RETAIL STRATEGIES, LLC Registered Agent Name VINCENT DEVITO 1999 BRYAN ST., SUITE 900 Registered Office Street Address DALLAS, TX 75201 https://mycpa.cpa.state.tx.us/coa/coaSearchBtn# 2/2 11/21/24,3:58 PM Public Information Report Public Information Report Public Information Report RETAIL STRATEGIES, LLC Report Year :2024 Information on this site is obtained from the most recent Public Information Report (PIR) processed by the Secretary of State (SOS). PIRs filed with annual franchise tax reports are forwarded to the SOS. After processing, the SOS sends the Comptroller an electronic copy of the information, which is displayed on this web site. The information will be updated as changes are received from the SOS. You may order a copy of a Public Information Report from open.records@cpa.texas.gov or Comptroller of Public Accounts, Open Records Section, PO Box 13528, Austin, Texas 78711 . Title Name and Address GOVERNING JS GROUP LLC PO BOX 531247 BIRMINGHAM, AL 35253 GOVERNING ROBERT R JOLLY 2805 SHOOKHILL CIRCLE BIRMINGHAM, AL 35223 GOVERNING W MEAD SILSBEE III 3340 BROOKWOOD ROAD BIRMINGHAM, AL 35223 https://mycpa.cpa.state.tx.us/coa/coaSearchBtn# 1/1 11/21/24,3:58 PM BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY TEXAS SECRETARY of STATE JANE NELSON BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY Filing Number: 801919751 Entity Type: Foreign Limited Liability Company(LLC) Original Date of Filing: January 21, 2014 Entity Status: In existence Formation Date: N/A Tax ID: 32052974907 FEIN: 453477728 Name: Retail Strategies, LLC Address: 120 18th Street, Ste. 201 Birmingham,AL 35233 USA Fictitious Name: N/A Jurisdiction: AL, USA Foreign Formation June 29, 2011 Date: ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES INITIAL ADDRESS Name Address Inactive Date Vincent DeVito 1999 Bryan St.,Suite 900 Dallas,TX 75201 USA Order Return to Search Instructions: 41 To place an order for additional information about a filing press the'Order' button. https://direct.sos.state.tx.us/core_inquiry/core_inquiry-entity.asp?spage=ra&:Spagefrom=&:Sfiling_number=801919751&:Ndocument_nurc"ber=14266L... 1/1 —, 11/21/24,3:58 PM BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY TEXAS SECRETARY of STATE JANE NELSON BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY Filing Number: 801919751 Entity Type: Foreign Limited Liability Company (LLC) Original Date of Filing: January 21, 2014 Entity Status: In existence Formation Date: N/A Tax ID: 32052974907 FEIN: 453477728 Name: Retail Strategies, LLC Address: 120 18th Street, Ste. 201 Birmingham,AL 35233 USA Fictitious Name: N/A Jurisdiction: AL, USA Foreign Formation June 29, 2011 Date: ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES INITIAL ADDRESS View Document Eff. Page Image Number Filing Type Filing Date Effective Date Cond Count q 525706650002 Application for Registration January 21,2014 January 21,2014 No 3 Kt 6- 41451980228 Change of Name or Address by Registered November 18,2015 November 18,2015 No 1 Agent q 633014290001 Public Information Report(PIR) December 31,2015 September 30,2015 No 1 Kt 6- 68517080380 Change of Name or Address by Registered April 26,2016 April 26,2016 No 1 Agent 756127800001 Public Information Report(PIR) December 31,2016 August 11,2017 No 1 Kt 7- 45071343180 Change of Name or Address by Registered June 6,2017 June 6,2017 No 1 Agent q 781113180001 Public Information Report(PIR) December 31,2017 December 13,2017 No 2 K/ 955081600001 Public Information Report(PIR) December 31,2019 March 12,2020 No 2 C 1048207440001 Public Information Report(PIR) December 31,2020 May 3,2021 No 1 q 1- 077993420002 Resignation of Registered Agent September 3,2021 September 3,2021 No 1 1082164190002 Delivery Notice of Certified Mail September 20,2021 September 20,2021 No 1 Kt 1093367510003 Change of Registered Agent/Office November 11,2021 November 11,2021 No 2 Kt 1105687760001 Public Information Report(PIR) December 31,2021 December 25,2021 No 1 Gf 1275169070780 Tax Forfeiture July 28,2023 July 28,2023 No 1 Kt 1325743460001 Public Information Report(PIR) December 31,2023 January 25,2024 No 1 `t 1361096620004 Reinstatement May 3,2024 May 3,2024 No N/A Kt 1405283820001 Public Information Report(PIR) December 31,2024 September 20,2024 No 1 Order Return to Search Instructions: J To place an order for additional information about a filing press the'Order' button. https://direct.sos.state.tx.us/core_inquiry/Corp_inquiry-entity.asp?silage=docs&:Spagefrom=&:Sfiling_number=801919751&:Ndocument_number=1426... 1/1 11/21/24,3:59 PM BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY TEXAS SECRETARY of STATE JANE NELSON BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY Filing Number: 801919751 Entity Type: Foreign Limited Liability Company(LLC) Original Date of Filing: January 21, 2014 Entity Status: In existence Formation Date: N/A Tax ID: 32052974907 FEIN: 453477728 Name: Retail Strategies, LLC Address: 120 18th Street, Ste. 201 Birmingham,AL 35233 USA Fictitious Name: N/A Jurisdiction: AL, USA Foreign Formation June 29, 2011 Date: ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES INITIAL ADDRESS Name Name Status Name Type Name Inactive Date Consent Filing# Retail Strategies,LLC In use Legal 0 Order Return to Search Instructions: To place an order for additional information about a filing press the'Order' button. https://direct.sos.state.tx.us/core_inquiry/core_inquiry-entity.asp?spage=names&:Spagefrom=&:Sfiling_number=801919751&:Ndocument_number=14... 1/1 11/21/24,3:59 PM BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY TEXAS SECRETARY of STATE JANE NELSON BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY Filing Number: 801919751 Entity Type: Foreign Limited Liability Company(LLC) Original Date of Filing: January 21, 2014 Entity Status: In existence Formation Date: N/A Tax ID: 32052974907 FEIN: 453477728 Name: Retail Strategies, LLC Address: 120 18th Street, Ste. 201 Birmingham,AL 35233 USA Fictitious Name: N/A Jurisdiction: AL, USA Foreign Formation June 29, 2011 Date: ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES INITIAL ADDRESS Last Update Name Title Address December 25,2021 JS GROUP LLC Governing Person PO BOX 531247 BIRMINGHAM,AL 35253 USA December 25,2021 ROBERT R JOLLY Governing Person 2805 SHOOKHILL CIRCLE BIRMINGHAM,AL 35223 USA December 25,2021 W MEAD SILSBEE III Governing Person 3340 BROOKWOOD ROAD BIRMINGHAM,AL 35223 USA Order Return to Search Instructions: To place an order for additional information about a filing press the'Order' button. https://direct.sos.state.tx.us/core_inquiry/core_inquiry-entity.asp?spage=mgmt&:Spagefrom=&:Sfiling_number=801919751&:Ndocument_number=142... 1/1 P.R. No. 23807 11/19/2024 TS RESOLUTION NO. A RESOLUTION AUTHORIZING PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION (PAEDC) TO ENTER INTO A PROFESSIONAL SERVICES AND CONSULTING AGREEMENT WITH RETAIL STRATEGIES, LLC FOR THE PROVISION OF IMPLEMENTATION SUPPORT SERVICES FOR THE PURPOSES OF IMPLEMENTING THE DOWNTOWN REVITALIZATION COMPONENT OF THE CITY OF PORT ARTHUR'S MASTER PLAN FOR AN AMOUNT NOT TO EXCEED $45,000.00; FUNDS AVAILABLE IN PAEDC ACCOUNT NO. 120-80-625-5420-00-00-000 (PROFESSIONAL SERVICES) 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 City of Port Arthur invested in the development of a Master Plan that includes a section titled Downtown Revitalization Plan; and said section remains highly relevant and, if properly implemented, can spur the creation of new businesses as well as entice existing successful businesses to establish a presence downtown in order to take advantage of other initiatives taking place in and around downtown; 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 Implementation Support services; and WHEREAS, at a Special Meeting held Monday, October 14th, 2024, the PAEDC Board of Directors approved entering into a Professional Services and Consulting Agreement with Retail Strategies, LLC for the provision of Implementation Support services applied to the implementation of the City of Port Arthur's Downtown Revitalization Plan; 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 23807 Page 2 Thurman Bartie, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED: Terry Stokes,PAEDC CEO APPROVED AS TO FORM: N Charles E. Zech, PAEDC Attorney APPROVED AS TO FORM: Roxann Pais Cotroneo, City Attorney APPROVED AS TO AVAILABILITY OF FUNDS: Lynda Boswell, Finance Director PR 23807 Page 3 "Exhibit A" THE PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION STANDARD PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICES AND CONSULTING WITH RETAIL STRATEGIES, LLC FOR SERVICES IN SUPPORT OF THE IMPLEMENTATION OF THE CITY OF PORT ARTHUR'S DOWNTOWN REVITALIZATION PLAN THE STATE OF TEXAS § JEFFERSON COUNTY § This Professional Services Agreement ("Agreement") is made and entered by and between the Port Arthur Economic Development Corporation (PAEDC), a Texas non-profit Type A Economic development corporation and Retail Strategies, LLC. (the"Consultant"). (Collectively referred to as"Parties") for the provision of professional consulting services as more fully set forth below. 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 Services unless terminated as provided for in this Agreement. Section 2. Scope of Services. (A) Consultant shall perform the Services as more particularly described in the Scope of Services attached hereto as Exhibit "A". The services as described in the Scope of Services constitutes the "Services". (B) The Quality of Services provided under this Agreement shall be performed with the professional skill and care ordinarily provided by competent Consultants 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 Consultant holding the same professional license. (C) The Consultant 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 Consultant 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. (E) One individual shall be specifically designated by the PAEDC and identified to the Consultant as the Primary Point of Contact (POC) who shall be responsible for regular communications between the PAEDC and the Consultant. POC will be the primary facilitator of communication as it relates to concerns from board members, city council, and/or other decision-making community leaders, except when otherwise requested by POC. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 1 of' 14 Section 3. Compensation. (A) Consulting Fee. In consideration for satisfactorily providing the Services, the PAEDC agrees to pay the Consultant a fee (the "Consulting Fee") in an amount equal to $45,000.00 as detailed in Exhibit „B„ Section 4.Time of Completion. The Scope of Services as outlined in Exhibit "A" shall be completed on the first business day one year from the date of contract execution. The prompt completion of the services under the Scope of Services is critical to the PAEDC. Unnecessary delays in providing services under the Scope of Services shall be grounds for dismissal of the Consultant and termination of this Agreement without any or further liability to the PAEDC other than a prorated payment for necessary, timely, and conforming services done by the Consultant prior to the time of termination. Section 5.Insurance. Before commencing work under this Agreement, the Consultant 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", the Consultant shall maintain the following limits and types of insurance: (A) Workers Compensation Insurance: The Consultant 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 Consultant's employees carrying out the work involved in this contract. (B) General Liability Insurance:The Consultant 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 damage sustained by reason of the Consultant 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: The Consultant 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 Consultant or its employees. (D) Subcontractor: In the case of any work sublet, the Consultant shall require subcontractor and independent contractors working under the direction of either the Consultant or a subcontractor to carry and maintain the same workers compensation and liability insurance required of the Consultant. (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. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 2 of 14 (F) Professional Liability: $1,000,000 Evidence of such insurance shall be attached as Exhibit "D". Section 6. Miscellaneous Provisions. (A) Subletting. The Consultant shall not sublet or transfer any portion of the services under this Agreement, or any Scope of Services 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 Services.The approval or acquiescence of the PAEDC in the subletting of any services shall not relieve the Consultant of any responsibility for services done by such subcontractor. (B) Ownership of Documents. Upon completion or termination of this Agreement, all documents prepared by the Consultant or furnished to the Consultant 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 CONSULTANT FOR THE SPECIFIC PURPOSE INTENDED WILL BE AT THE PAEDC'S SOLE RISK AND WITHOUT LIABILITY TO THE CONSULTANT. Where applicable, Consultant 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 Consultant may,at Consultant's expense, have copies made of the documents or any other data furnished to the PAEDC under or pursuant to this Agreement. (C) Consultant's Seal. To the extent that the Consultant has a Consultant seal, it shall be placed on all documents and data furnished by the Consultant to the PAEDC. All 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 Consultant's industry. The plans, specifications, and data provided by the Consultant shall be adequate and sufficient to enable those performing the actual services to perform the services as and within the time contemplated by the PAEDC and Consultant. The PAEDC acknowledges that Consultant has no control over the methods or means of services nor the costs of labor, materials, or equipment. Unless otherwise agreed to in writing, any estimates of costs by the Consultant are for informational purposes only and are not guarantees. (D) Compliance with Laws. The Consultant 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 Consultant shall furnish the PAEDC with satisfactory proof of compliance. (E) Independent Contractor. Consultant acknowledges that Consultant is an independent contractor of the PAEDC and is not an employee, agent, official, or representative of the PAEDC. Consultant shall not represent, either expressly or through implication,that Consultant is an employee,agent,official,or representative of the PAEDC. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 3 of 14 Income taxes, self-employment taxes, social security taxes, and the like are the sole responsibility of the Consultant. (F) Non-Collusion. Consultant represents and warrants that Consultant 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 services to be provided to the PAEDC under this Agreement. Consultant further agrees that Consultant 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 the Consultant under or related to this Agreement. If any such gift, bonus, commission, money, or other consideration is received by or offered to the Consultant, Consultant 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 the Consultant 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; and (4) By the PAEDC, at will and without cause upon not less than thirty (30) days written notice to the Professional. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 4 of 14 Fir (B) If the PAEDC terminates this Agreement pursuant to Section 5 or subsection 8(A)(2) or (3), above, the Consultant 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 Consultant considering the actual costs incurred by the Consultant in performing services to date of termination, the value of the services that is nonetheless usable to the PAEDC, the cost to the PAEDC of employing another Consultant to complete the services required and the time required to do so, and other factors that affect the value to the PAEDC of the services performed at time of termination. In the event of termination that is not the fault of the Consultant, the Consultant 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. Consultant shall indemnify and hold harmless the Port Arthur 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 Consultant or Consultant's agent,consultant under contract,or another entity over which Consultant exercises control(whether active or passive)of Consultant or its employees,agents,or sub-contractors(collectively referred to as"Consultant"), (ii) the failure of Consultant to comply with any of the paragraphs herein or the failure of Consultant 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. Consultant 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 the Consultant,or any of its sub-contractors,as provided above,for which Consultant'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 Consultant 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 Consultant in performing Services under this Agreement. For Professional Liability Claims, Consultant shall be liable for reasonable defense costs incurred by Indemnitees but only after final adjudication and to the extent and percent that Consultant or Consultant's agents are found negligent or otherwise at fault.As used in this Agreement,fmal adjudication includes any negotiated settlement and release of claims,without limitation as to when a negotiated settlement and release of claims occurs. Section 9. Notices. Any notice or communication in connection with this Agreement will be in writing and either delivered personally, sent by certified or registered mail,postage prepaid,delivered by a recognized overnight courier service,or transmitted via facsimile or other electronic transmission, addressed as follows: PAEDC Professional Services Agreement with Retail Strategies, LLC Page 5 of 14 Client: PAEDC 501 Procter Street, Suite 100 Port Arthur, TX 77640 Email: tstokes@paedc.org Phone: 409-963-0579 Attention: Terry Stokes, CEO Consultant: Retail Strategies, LLC 600W 6'St, Fourth Floor Fort Worth, Texas 76110 Email: sleara@retailstrategies.com Fax: (205) 313-3677 Attention: Stephen P. Leara, Esq —EVP I General Counsel or to such other address as may be furnished in writing by either party in the preceding manner. Notice shall be deemed to have been properly given for all purposes: (i) if sent by a nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such notice with such carrier, (ii) if personally delivered, on the actual date of delivery, (iii) if sent by certified U.S.Mail,return receipt requested postage prepaid,on the third business day following the date of mailing, or (iv) if sent by facsimile or email of a PDF document (with confirmation of transmission), then on the actual date of delivery if sent prior to 5:00 PM Central Time, and on the next business day if sent after such time. 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. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 6 of 14 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 the PAEDC or the Consultant 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 the 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. 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; Electronic Transmission. This Agreement may be executed in counterparts, each of which will be deemed to be an original, and such counterparts will, together, constitute and be one and the same instrument. A signed copy of this Agreement delivered by telecopy, electronic transmission or other similar means will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Section 18. Exhibits. All exhibits in this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 7 of 14 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] PAEDC Professional Services Agreement with Retail Strategies, LLC Page 8 of 14 EXECUTED on this the day of , 2024. PAEDC: CONSULTANT: By: By: Name: Name: Title: Title: ADDRESS FOR NOTICES: PAEDC: CONSULTANT: The Port Arthur Economic Development Corporation Retail Strategies, LLC Attn: Terry Stokes, Chief Executive Officer 600 West 6th Street, Fourth Floor 501 Procter Street, Suite 100 Fort Worth,Texas 76110 Port Arthur,TX 77640 Email: sleara@retailstrategies.com Email:tstokes@paedc.org Fax: (205) 313-3677 With a copy to: PAEDC Attorney Attn: Charles E. Zech 2500 W. William Cannon, Suite 609 Austin,Texas 78745 PAEDC Professional Services Agreement with Retail Strategies, LLC Page 9 of 14 Exhibit "A" SCOPE OF SERVICES The Services provided will include the followingj CONSULTANT AGREEMENT-RETAIL STRATEGIES This section outlines what Retail Strategies (the "Consultant') will provide to PAEDC The Scope of Services outlined below shall be completed on the first business day one year from the date of contract execution. A. Discovery (months 1-3): 1. Kick-off Call & Partnership Overview 2. Review of Documents (existing plans,ordinances, incentives) 3. Electronic Community Input Survey B. In-market Stakeholder Workshop (months 4-5): 1. Core Group Meeting 2. Walking/Windshield Tour 3. Stakeholder Input Session C. 5-Year Downtown Revitalization Implementation Action Plan Deliverable (months 6-8): 1. Custom Current Year Downtown Market Analysis a. Identification of market trade area using mobile data analysis b. Trade area demographics (population, income,housing, etc.) c. Market and retail GAP Analysis for trade area (i.e., leakage and surplus) d. Tapestry lifestyles - psychographic profile of trade area e. Commute Patterns Report f. Identification of priority business categories for entrepreneurship, recruitment, and/or local expansion g. Downtown Walkability Assessment h. Downtown Neighborhood Demographics 2. 5-Year Downtown Revitalization Implementation Action Plan Deliverable a. Focusing on policy &administration, design,tourism &promotion, and economic vitality recommendations b. Implementation matrix PAEDC Professional Services Agreement with Retail Strategies, LLC Page 10 of 14 D. Launch of Local Action Teams & Action Plan Jumpstart (months 9-12): 1. Consultant team will launch our process of Local Action Teams to encourage community support and engagement for incremental implementation a. Action Planning Workbook Deliverable b. Project Mapping Workshop c. First Action Team Meeting 2. Consultant team will provide support to the Core Team for implementation of a strategy in 5-Year Downtown Revitalization Implementation Action Plan a. Strategy will be determined collaboratively depending on traction in Local Action Teams and subject matter expertise within the Consultant's team E. Partnership Wrap-up: 1. Partnership Wrap-up Call to recap progress, discuss next steps PAEDC Professional Services Agreement with Retail Strategies, LLC Page 11 of 14 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 and satisfactory completion of the Services the Consultant shall submit an invoice for the Compensation 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 Consultant's invoice. Payment shall be in accordance with the Prompt Payment Act. PAEDC Professional Services Agreement with Retail Strategies, LLC Page 12 of 14 Exhibit "C" REQUIREMENTS FOR ALL INSURANCE DOCUMENTS The Consultant shall comply with each and every condition contained herein. The Consultant 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 Consultant shall maintain insurance coverage equal to that required of the Consultant. It is the responsibility of the Consultant to ensure compliance with this provision. The 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,the Consultant shall specifically endorse applicable insurance policies as follows: 1. The 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 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 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 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 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. The Consultant may maintain reasonable and customary deductibles, subject to approval by the 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 Consultant'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, the Consultant shall furnish the 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 Port Arthur Economic Development Corporation within ten (10) business days after contract award and prior to starting any work by the successful Consultant'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 Port Arthur Economic Development Corporation, all required endorsements identified in sections A, B,C and D above shall be sent to the 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 PAEDC Professional Services Agreement with Retail Strategies, LLC Page 13 of 14 Exhibit "D" EVIDENCE OF INSURANCE PAEDC Professional Services Agreement with Retail Strategies, LLC Page 14 of 14