HomeMy WebLinkAboutPR 24130: AMENDING RES 24-460, PAEDC, REVISED PROFESSIONAL SERVICES AND CONSULTING AGREEMENT WITH RETAIL STRATEGIES, LLC •
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INTEROFFICE MEMORANDUM
Date: Monday,January 27, 2025
To: The Honorable Mayor and City Council of the City of Port Arthur
Ronald Burton, CPM I City Manager
From: Terry Stokes,PAEDC Chief Executive Officer
RE: PR 24130 I A resolution amending Resolution Number 24-460 as it pertains to the
PAEDC entering into a revised Professional Services and Consulting Agreement
with Retail Strategies, LLC.
Introduction:
The intent of this Agenda item is to seek Port Arthur City Council's approval to amend Resolution
Number 24-460 as it pertains to the PAEDC entering into a revised Professional Services and
Consulting Agreement with Retail Strategies, LLC.
Background:
During a Special Meeting of the PAEDC's Board of Directors held on October 14,2024,the Board
approved entering a Professional Services and Consulting Agreement with Retail Strategies,LLC to
provide services related to the implementation of the City of Port Arthur's Downtown Revitalization
Plan and on December 3,2024,the City Council of the City of Port Arthur also approved the
agreement.
However,subsequent to the said approvals,three low-impact changes to the agreement were requested
by the legal team of Retail Strategies.These changes were reviewed by PAEDC's lead attorney,
Charles Zech reviewed the requested changes and found them to not violate PAEDC's current legal or
operational policies,but he also felt the required changes were sufficiently substantive to warrant
having he PAEDC's Board or Directors and the City Council of the City of Port Arthur ratify the
proposed changes.
A summary of the 3 changes is as follows:
1. TERM: The new language allows the PAEDC the option to continue implementation support
services into years 2 and 3 at the rate of$25,000. This option is only exercised if agreed to by
both parties in writing. This changed 3 sections of the contract identified below.
Section 1:Duration: "At the end of the Term, the PAEDC, acting by and through its
"POC"(as that term is defined in Section 2(E), below), may extend the Term at its
option for two(2)successive one-year periods on the terms and conditions set forth in
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Section 3(A), below; thereafter, the PAEDC, again acting by and through its POC,
may extend the Term at its option for additional, one-year periods on such terms and
conditions as the POC and the Consultant may agree upon in writing.
Section 3(A) Consulting Fee:thereafter, should the PAEDC exercise its right to
extend the Term as provided in Section 1, above, the Consulting Fee shall be
$25,000.00 per year for each of the option year 2 and 3.
Section 21. Amendment in Writing. This Agreement may not be amended,
modified, altered, changed, terminated, or waived in any respect whatsoever,
except by a further agreement in writing,properly executed by a duly authorized
officer of the Consultant and the POC, acting for and on behalf of the PAEDC.
2. TERMINATION: The PAEDC will only be reimbursed consultant fees at a pro-rata share if
Retail Strategies fails to perform,is notified,and continues to fail on performance. If PAEDC
terminates the contract for no reason or by default of PAEDC performance,the consultant fees
are not reimbursable.
Section 7. Termination
(1) By the PAEDC At-Will. The PAEDC may terminate this Agreement at any time
for any or no reason upon delivery of 30 days'prior written notice to the
Consultant. Any portion of the Consulting Fee paid prior to such termination of
this Agreement is earned when paid and nonrefundable.;
(2) By the PAEDC Upon the Consultant's Default The PAEDC may
notify the Consultant within 90 days of the day that the PAEDC
knows or should have known that the Consultant breached this
Agreement. The Consultant will have 30 days following receipt of
such notice to cure any alleged breach. If the Consultant fails to
cure any alleged breach within that 30-day period, then the PAEDC
may terminate this Agreement. Within 30 days of such termination of
this Agreement, the Consultant will refund a pro rata portion of the
installment of the Consulting Fee previously paid for the contract
period during which such termination occurs based upon the number
of days remaining in such contract period;
(3) By the Consultant At-Will. The Consultant may terminate this Agreement at
any time for any or no reason upon delivery of 30 days'prior written notice
to the PAEDC. Within 30 days of such termination of this Agreement, the
Consultant will refund a pro rata portion of the installment of the Consulting
Fee previously paid for the period during which such termination occurs
based upon the number of days remaining in such period.; and
(4) By the Consultant Upon the PAEDC's Default. The Consultant may notify
the PAEDC within 90 days of the day that the Consultant knows or should have
known that the PAEDC breached this Agreement. The PAEDC will have 30
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days following receipt of such notice to cure any alleged breach. If the PAEDC
fails to cure any alleged breach within that 30-day period, then the Consultant
may terminate this Agreement. Any portion of the Consulting Fee paid prior
to such termination of this Agreement is earned when paid and nonrefundable.
3. INDEMIFICATION: Retail Strategies,LLC has added limited liability language to the
indemnification. On the extremely rare occasion that this clause must be exercised,the
company will only be able to pay out damages to the extent their insurance covers damages.
Section 8. Indemnification "notwithstanding to foregoing or any other provision in this
agreement to the contrary, the consultant's total financial obligations to any and all
indemnitees hereunder shall be expressly limited to the sum of(i) all insurance coverages
required of and provided by the consultant, under section 5, above,plus (ii) the total amount
of consulting fee(s)paid to the consultant, under the terms of this agreement. "
There are no changes to the amount of the contract.
As noted above; after making their desired changes,the resulting document was submitted to
Attorney Charles Zech of the firm DNRBSZ for its review.Upon reviewing and approving the
proposed changes,Attorney Zech recommended that the PAEDC Board of Directors and the City
Council of the City of Port Arthur ratify the requested changes.
At its Regular Meeting held on January 14, 2025, the PAEDC's Board of Directors ratified the
revised and amended Professional Services Contract with Retail Strategies, LLC.
Budget Impact:
The budget impact of the Professional Services contract with Retail Services LLC is $45,000/year.
Recommendation:
It is recommended that the City Council of the City of Port Arthur approve the amendment of
Resolution Number 24-460 as it pertains to the PAEDC entering into a revised Professional
Services and Consulting Agreement with Retail Strategies, LLC.
Attachments
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4
P.R. No. 24130
01/27/2025 TS
RESOLUTION NO.
A RESOLUTION AMENDING RESOLUTION NUMBER 24-460 AS
IT PERTAINS TO THE PORT ARTHUR ECONOMIC
DEVELOPMENT CORPORATION (PAEDC) ENTERING INTO A
REVISED PROFESSIONAL SERVICES AND CONSULTING
AGREEMENT WITH RETAIL STRATEGIES, LLC FOR THE
PROVISION OF IMPLEMENTATION SUPPORT SERVICES TO
IMPLEMENT 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 businesses and industries 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 to take advantage of other initiatives
taking place in and around downtown; and
WHEREAS, 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, at its December 3rd, 2024, Regular Meeting, the City Council of the City of
Port Arthur approved the proposed 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,per Resolution Number 24-460; and
WHEREAS, post the City Council's approval of the agreement, the consultant's legal
team requested some textural changes to the agreement: and
WHEREAS, the legal team of the Port Arthur Economic Development Corporation
reviewed the requested changes and found that although they did not violate the PAEDC's legal
or operational policies,they nonetheless felt that the requested revisions were substantive enough
to warrant re-consideration for approval by the PAEDC's Board of Directors and the City Council
of the City of Port Arthur; and
WHEREAS,the requested textural changes had no impact upon the proposed cost for the
Professional Services and Consulting Agreement with Retail Strategies, LLC and thus will still
not exceed$45,000.00 as detailed in the Professional Services and Consulting Agreement attached
hereto as Exhibit"A"; and
WHEREAS, at a Regular Meeting held Tuesday, January 14th, 2025, the PAEDC Board
of Directors approved entering into a revised 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.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and recitals in the preamble are true and correct.
PR 24130 Page 2
Section 2. That the City Council approves amending Resolution Number 24-460 as it
pertains to the Port Artur Economic Development Corporation entering into a revised Professional
Services and Consulting Agreement with Retail Strategies, LLC for an amount not to exceed
$45,000.00. attached hereto as Exhibit"A".
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the
City Council.
READ,ADOPTED AND APPROVED on this day of A.D.,2025,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES:
Mayor
Councilmembers
NOES:
PR 24130 Page 3
Thurman Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED:
Terry Stokes, PAEDC CEO
APPROVED AS TO FORM:
Charles Zech,PAEDC Attorney
DENTON NAVARRO RODRIGUEZ BERNAL
SANTEE & ZECH,P.C.
Stan Springerley, Senior Associate Attorney
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
44n4)
Lynda oswell, Finance Director
PR 24130 Page 4
Thurman Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED:
Terry Stokes, PAEDC CEO
APPROVED AS TO FORM:
Charles Zech, PAEDC Attorney
DENTON NAVARRO RODRIGUEZ BERNAL
SANTEE & ZECH,P.C.
Stan Springerley, Senior Associate Attorney
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
Lynda Boswell, Finance Director
PR 24130 Page 4
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.
Notwithstanding the foregoing,the Consultant's engagement and this Agreement will terminate automatically on the
anniversary of the execution date(the"Term")unless earlier terminated as provided in Section 8, below. At the end
of the Term,the PAEDC, acting by and through its"POC"(as that term is defined in Section 2(E),below),may
extend the Term at its option for two(2)successive one-year periods on the terms and conditions set forth in Section
3(A), below;thereafter, the PAEDC, again acting by and through its POC,may extend the Term at its option for
additional, one-year periods on such terms and conditions as the POC and the Consultant may agree upon in writing.
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 16
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 for the
initial year of the Term, as detailed in Exhibit "B";thereafter, should the PAEDC exercise its
right to extend the Term as provided in Section 1,above,the Consulting Fee shall be $25,000.00
per year for each of the option year 2 and 3.
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.
PAEDC Professional Services Agreement with Retail Strategies, LLC Page 2 of 16
(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
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
PAEDC Professional Services Agreement with Retail Strategies, LLC Page 3 of 16
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. 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 rainstorms 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 PAEDC At-Will. The PAEDC may terminate this Agreement at any time for any or no
reason upon delivery of 30 days' prior written notice to the Consultant. Any portion of the
Consulting Fee paid prior to such termination of this Agreement is earned when paid and
nonrefundable.
(2) By the PAEDC Upon the Consultant's Default. The PAEDC may notify the
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Consultant within 90 days of the day that the PAEDC knows or should have known that
the Consultant breached this Agreement. The Consultant will have 30 days following
receipt of such notice to cure any alleged breach. If the Consultant fails to cure any
alleged breach within that 30-day period,then the PAEDC may terminate this
Agreement. Within 30 days of such termination of this Agreement,the Consultant will
refund a pro rata portion of the installment of the Consulting Fee previously paid for the
contract period during which such termination occurs based upon the number of days
remaining in such contract period.
(3) By the Consultant At-Will. The Consultant may terminate this Agreement at any time for any
or no reason upon delivery of 30 days' prior written notice to the PAEDC.Within 30 days of such
termination of this Agreement,the Consultant will refund a pro rata portion of the installment of
the Consulting Fee previously paid for the period during which such termination occurs based
upon the number of days remaining in such period.
(4) By the Consultant Upon the PAEDC's Default. The Consultant may notify the PAEDC within
90 days of the day that the Consultant knows or should have known that the PAEDC breached
this Agreement. The PAEDC will have 30 days following receipt of such notice to cure any
alleged breach. If the PAEDC fails to cure any alleged breach within that 30-day period,then the
Consultant may terminate this Agreement. Any portion of the Consulting Fee paid prior to such
termination of this Agreement is earned when paid and nonrefundable.
(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.Jndemnification.
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
PAEDC Professional Services Agreement with Retail Strategies, LLC Page 5 of 16
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 lndemnitee for the lndemnitee'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
lndemnitees 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,final adjudication includes any
negotiated settlement and release of claims, without limitation as to when a negotiated settlement and
release of claims occurs.
NOTWITHSTANDING TO FOREGOING OR ANY OTHER PROVISION IN THIS AGREEMENT TO
THE CONTRARY, THE CONSULTANT'S TOTAL FINANCIAL OBLIGATIONS TO ANY AND ALL
INDEMNITEES HEREUNDER SHALL BE EXPRSSLY LIMITED TO THE SUM OF (I) ALL
INSURANCDE COVERAGES REQUIRED OF AND PROVIDED BY THE CONSULTANT, UNDER
SECTION 5, ABOVE, PLUS (II) THE TOTAL AMOUNT OF CONSULTING FEE(S) PAID TO THE
CONSULTANT,UNDER THE TERMS OF THIS AGREEMENT.
PAEDC Professional Services Agreement with Retail Strategies, LLC Page 6 of 16
Pr
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:
Client: PAEDC
501 Procter Street,Suite
100 Port Arthur,TX
77640 Email:
tstokesna.paedc.org
Phone: 409-963-0579
Attention: Terry Stokes, CEO
Consultant: Retail Strategies, LLC
600W 6th 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.
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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 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.
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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.
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.
Section 21. Amendment in Writing. This Agreement may not be amended, modified, altered, changed,
terminated, or waived in any respect whatsoever, except by a further agreement in writing, properly executed by
a duly authorized officer of the Consultant and the POC, acting for and on behalf of the PAEDC.
[signature page follows]
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EXECUTED on this the day of ,2025.
PAEDC: CONSULTANT:
By: By:
Name: Darrell Anderson Name: Lacy Beasley
Title: President PAEDC Title: President
By:
CONSULTANT:
Name: Kaala Jacobs
Retail Strategies, LLC
Title: Secretary PAEDC 600 West 6th Street, Fourth Floor
Fort Worth,Texas 76110
Email: sleara@retailstrategies.com
ADDRESS FOR NOTICES: Fax: (205) 313-3677
PAEDC:
The Port Arthur Economic Development Corporation
Attn: Terry Stokes,Chief Executive Officer
501 Procter Street, Suite 100
Port Arthur,TX 77640
Email: tstokes(d.paedc.org
With a copy to:
PAEDC Attorney
Attn: Charles E. Zech
2500 W. William Cannon,Suite 609
Austin,Texas 78745
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Exhibit"A"
SCOPE OF SERVICES
The Services provided will include the following:
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
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
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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:
4 1. Partnership Wrap-up Call to recap progress, discuss next steps
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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. In the event that the PAEDC exercises its option to extend the term of this Agreement as provided in
Section 1, above,the annual lump sum payment shall be $25,000.00 from PAEDC to Retail Strategies on or about
the anniversary of the effective date of the Agreement.
Upon execution of contract the Consultant shall submit an invoice for 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.
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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:
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Port Arthur Economic Development
Corporation Attn: Terry Stokes
Chief Executive Officer
501 Procter Street, Suite 100, Port Arthur, TX 77640
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exhibit"D"
EVIDENCE OF INSURANCE
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