HomeMy WebLinkAboutP.R. NO. 25119 PERFORMANCE AGREEMENT BETWEEN THE PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATIN AND SEAMLESS MANAGEMENT COMPANY, LLC. i
P r ECONOMIC
DEVELOPMENT
ArCORPORATION
„...........,„_ ,,,„.._ __ur
..........-
MEMORANDUM
Date: September 3, 2026
To: Honorable Mayor and Members of the City Council of Port Arthur
Through: Ronald Burton, Port Arthur City Manager
From: Krystle Muller,PAEDC Chief Executive Officer
RE: P.R. 25119 - Approving an Economic Development Performance Agreement
between the Port Arthur Economic Development Corporation and Seamless
Management Company LLC dba Seamless Medical Centers in an amount not to
exceed $391,000.00; Funds available in EDC Account No. 120-80-625-5478-00-
00-000
Introduction:
The intent of this Agenda Item is to seek the City Council's approval of an Economic
Development Performance Agreement between the Port Arthur Economic Development
Corporation(`PAEDC") and Seamless Management Company LLC dba Seamless Medical
Centers for an amount not to exceed$391,000.00
Background:
Seamless Management Company LLC dba Seamless Medical Centers ("Seamless")has
presented a 4A Incentive Application to the PAEDC for the expansion of their operations in Port
Arthur. This expansion includes new improvements, certain infrastructure and equipment to be
undertaken for the new location at 3360 Highway 365 in Port Arthur for the purpose of the
construction and development of a medical facility that will deliver research and interventional
radiology services found to create primary jobs.
The PAEDC Board of Directors has approved an Economic Performance Agreement that is fully
reimbursable as Seamless meets performance milestones. In consideration of the Agreement,
Seamless shall achieve an approximate total capital investment of$2,800,000.00 plus the
creation of approximately $900,000.00 in payroll to Port Arthur residents over a three-year term.
Budget Impact:
$391,000.00; Funds available in EDC Account No. 120-80-625-5478-00-00-000
Recommendation:
It is recommended that the City Council approve an Economic Development Performance
Agreement between the Port Arthur Economic Development Corporation and Seamless
Management Company LLC dba Seamless Medical Centers.
P. R. No.25119
8/31/2026 KVM
RESOLUTION NO.
A RESOLUTION APPROVING AN ECONOMIC
DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN
THE PORT ARTHUR ECONOMIC DEVELOPMENT
CORPORATION AND SEAMLESS MANAGEMENT COMPANY
LLC DBA SEAMLESS MEDICAL CENTERS IN AN AMOUNT
NOT TO EXCEED $391,000.00; FUNDS AVAILABLE IN EDC
ACCCOUNT NO. 120-80-625-5478-00-00-000
WHEREAS, the City Council of the City of Port Arthur deems it in the public interest to
authorize the Port Arthur Economic Development Corporation ("PAEDC") to enter into an
Economic Development Performance Agreement (the "Agreement") with Seamless Management
Company, LLC dba Seamless Medical Centers ("Seamless"); and
WHEREAS, Seamless Medical Centers provides advanced, minimally invasive
interventional radiology services performed by board-certified interventional radiologists,
including treatments in women's health, men's health, joint pain, vascular care, gastrointestinal
care, dialysis access, and pain management,with an emphasis on less pain, fewer risks, and faster
recovery times; and
WHEREAS, PAEDC has reviewed the incentive application of Seamless, accompanying
financial statements and proposals for capital investment and job creation as a result of the
expansion of the Seamless medical facilities in Port Arthur to offer advanced medical technology
and research; and
WHEREAS, this expansion includes new improvements, certain infrastructure and
equipment to be undertaken for the new expanded location at 3360 Highway 365 in Port Arthur
for the purpose of the construction and development of a medical facility that will deliver research
and interventional radiology services found to create primary jobs; and
WHEREAS, Seamless intends to retain nine (9) full-time jobs with an average annual
salary of$100,000.00; and
WHEREAS, Seamless is seeking a Performance-Based Grant based on job creation and
payroll and capital investment to assist in growing its business in Port Arthur; and
WHEREAS, the PAEDC desires to provide funding to Seamless pursuant to the
Performance-Based Grant, as an incentive for the expansion, new improvements, infrastructure,
and equipment,to be undertaken by Company; and
WHEREAS, the PAEDC Board of Directors has concluded that the proposed project of
Seamless qualifies as a Type 4A economic development project as set forth in the Economic
Development Act; and
WHEREAS, at their August 13, 2026, special Board meeting, the PAEDC Board of
Directors agreed to a conditional incentive to Seamless in an amount not to exceed $391,000.00;
and
WHEREAS, in consideration of the Agreement, Seamless shall achieve an approximate
total capital investment of$2,800,000.00 for the building renovations and associated infrastructure
costs, and the acquisition of equipment and machinery for Company operational purposes before
April 30, 2027; and
WHEREAS,in consideration of the Agreement, Seamless shall create nine (9) Full-Time
Primary Jobs, of which three (3) shall be filled by Port Arthur residents and shall maintain those
jobs through December 31, 2029 creating approximately $900,000.00 in payroll to Port Arthur
residents over a three-year term as detailed in the Agreement attached hereto as Exhibit"A"; and
WHEREAS, Seamless will achieve all performance obligations no later than June 30,
2030.
#2594197 Page 2
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR,TEXAS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the City Council of the City of Port Arthur authorizes the PAEDC to enter
into the Economic Development Performance Agreement with Seamless Management Company,
LLC dba Seamless Medical Centers,and the President and Secretary of the PAEDC are authorized
to sign the Agreement in substantially the same form attached hereto as Exhibit"A".
Section 3. That the amount of the conditional incentive amount is $391,000.00; funds
available in PAEDC Account# 120-80-625-5478-00-00-000.
Section 4. That a copy of the caption of this Resolution shall be spread upon the Minutes
of the City Council.
READ, ADOPTED AND APPROVED on this day of A.D., 2026,
at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES:
Mayor
Councilmembers
NOES:
#2594197 Page
Charlotte Moses,Mayor
ATTEST:
Christe Whitley Ned, City Secretary
APPROVED:
9
Kryst a illarreal Mu ler, PA C CEO
APPROVED AS TO FORM:
1 h�
Gu oo son,PAEDC ttorney
APPROVED AS TO FORM:
rs '
Roxann Pais Cotroneo,City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
y6,- 7j);
i,Lynda Boswell,Finance Director
N2594197 Page 3
Exhibit "A"
#2594197 Page 4
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT WITH
SEAMLESS MANAGEMENT COMPANY LLC DBA SEAMLESS
MEDICAL CENTERS
This Performance Agreement (this "Agreement") is entered into to be effective as of the
Effective Date (as defined in Article III below), by and between the Port Arthur Economic
Development Corporation, located in Jefferson County, Texas, a Texas non-profit industrial
development corporation g Act and governed by the Development Corporation Act, specifically
chapters 501, 502 and 504 of the Texas Local Government Code and the Texas Non-Profit
Corporation Act(hereinafter called"PAEDC"), created by, and for the benefit of the City of Port
Arthur, Texas (hereinafter the called the "City"), and Seamless Management Company LLC dba
Seamless Medical Centers, a corporation registered in the state of Texas and authorized to do
business in the State of Texas (hereinafter called"Company)(collectively the"Parties").
RECITALS
WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 et
seq, Texas Local Government Code, formerly the Development Corporation Act of 1979) (the
"Act") authorizes a development corporation to fund certain projects as defined by the Act and
requires development corporations to enter into performance agreements to establish and provide
for the direct incentive or make an expenditure on behalf of a business enterprise under a project;
and
WHEREAS, Section 501.158 of the Act requires a performance agreement to provide at a
minimum for a schedule of additional payroll or jobs to be created or retained and capital
investment to be made as consideration for any direct incentives provided or expenditures made
by a corporation under an agreement and to specify the terms under which repayment must be
made if the business enterprise does not meet the performance requirements specified in the
agreement; and
WHEREAS,the Company operates Seamless Medical Centers,which provides advanced,
minimally invasive interventional radiology services performed by board-certified interventional
radiologists, including treatments in women's health, men's health, joint pain, vascular care,
gastrointestinal care, dialysis access, and pain management, with an emphasis on less pain, fewer
risks, and faster recovery times; and
WHEREAS, the Company is seeking to expand its current operation in Port Arthur by
creating and retaining primary jobs, and
WHEREAS, Section 501.158 of the Act requires development corporations to enter into
performance agreements to establish and provide for direct incentives or make an expenditure in
furtherance of an authorized project,as well as a schedule of additional payroll or jobs to be created
or retained, and capital investment to be made, with provisions for the terms under which
repayment must be made if the recipient of any incentives does not meet the performance
requirements specified in the agreement; and
1
Pr
WHEREAS, the Company also intends to retain nine (9) full-time jobs with an average
annual salary of$100,000.00; and
WHEREAS, the Company is seeking a Performance-Based Grant based on job creation
and payroll and capital investment to assist in growing its business in Port Arthur; and
WHEREAS, the PAEDC desires to provide funding to the Company pursuant to the
Performance-Based Grant, as an incentive for the relocation, new improvements, infrastructure,
and equipment,to be undertaken by Company; and
WHEREAS,the Parties are executing and entering into this Agreement to set forth certain
terms and obligations of the Parties; and
WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms
and provisions hereof are subject to the laws of the State of Texas and all rules, regulations and
interpretations of any agency or subdivision thereof at any time governing the subject matters
hereof; and
WHEREAS,the Parties agree that all conditions precedent for this Agreement to become
a binding agreement have occurred and been complied with, including all requirements pursuant
to the Texas Open Meetings Act and all public notices and hearings; if any, have been conducted
in accordance with Texas law; and
WHEREAS, on the Effective Date, the commitments contained in this Agreement shall
become legally binding obligations of the Parties.
NOW,THEREFORE,in consideration of the mutual covenants,benefits and agreements
described and contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and further described herein,the Parties
agree as follows:
ARTICLE I
RECITALS
1. Recitals. The recitals set forth above are declared true and correct by the Parties
and are hereby incorporated as part of this Agreement.
ARTICLE II
AUTHORITY AND TERM
1. Authority. The PAEDC's execution of this Agreement is authorized by the Act and
constitutes a valid and binding obligation of the PAEDC upon approval by the PAEDC and the
City of Port Arthur. The Company's execution of this Agreement is authorized by the appropriate
authority and constitutes a valid and binding obligation of the Company.
2. Term. This Agreement shall become enforceable upon the Effective Date,
hereinafter established,and shall continue until the Expiration Date,hereinafter established,unless
2
terminated sooner or extended by written mutual agreement of the Parties in the manner provided
for herein.
3. Purpose. The purpose of this Agreement is to formalize the agreements between
the Company and the PAEDC and specifically state the covenants and representations of the
Parties, and the incentives associated with the Company's commitment to abide by the provisions
of the Act and to abide by the terms of this Agreement which has been approved by the PAEDC
and the Company as complying with the specific requirements of the Act. It is expressly agreed
that this Agreement constitutes a single transaction.
4. Administration of Agreement. Upon the Effective Date,the PAEDC delegates the
administration and oversight of this Agreement to the Chief Executive Officer of the PAEDC.Any
proposed amendments to the Agreement shall require the approval of the Board of Directors of the
PAEDC.
ARTICLE III
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed below.
All undefined terms shall retain their usual and customary meaning as ascribed by common and
ordinary usage.
"Bankruptcy" shall mean the dissolution or termination of a Party's existence as a going
business, insolvency, appointment of receiver for any party of such Party's property and such
appointment is not terminated within ninety(90)days after such appointment is initially made,any
general assignment for the benefit of creditors,or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed
within ninety(90)days after the filing thereof.
"Business Operations" shall mean the petroleum distribution services provided by
Company; along with the use of necessary equipment and machinery to perform, and ancillary
uses to support, said operations (such as office administration and storage of raw materials).
"Capital Investment" shall mean those items set forth in Article IV Section 1.
"City" shall mean the City of Port Arthur, Texas.
"Compliance Reporting Form" shall mean the certification by Company on a form
provided by the PAEDC that the obligations outlined within this Performance Agreement have
been fulfilled.
"Effective Date" shall be the date of the last signing by a Party to this Agreement.
"Expiration Date"shall mean the date of termination provided for under Article VII of this
Agreement.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of a
Party, including, without limitation, natural disasters or other acts of God or the public enemy,
war, riot, civil commotion, insurrection, government or de facto governmental action, fires,
3
PF
explosions, floods, strikes, lock-outs, slowdowns, work stoppages, unusual and unforeseeable
delay that results from an interruption or failure of any public utilities,(e.g.,electricity,gas,water),
terrorism,bioterrorism, pandemic or epidemic.
"Full-Time" shall mean the number of the Company's employees (a) that have a regular
work schedule of at least 36 hours per week as reported on the Texas Employers Quarterly Wage
Report from the Texas Workforce, (b) are entitled to at least the customary employer-sponsored
benefits package afforded by the Company to its similarly situated employees, (c) meet the
minimum salary threshold for their respective roles based on the Beaumont-Port Arthur MSA wage
data published by the Bureau of Labor Statistics (BLS) and (d) who are full-time residents of the
City of Port Arthur; and "Primary job" when applicable, shall mean a job that is available at a
company for which a majority of the products or services of that company are ultimately exported
to regional, statewide, national, or international markets infusing new dollars into the local
economy and is included in one of the sectors of the North American Industry Classification
System defined in Section 501.002(12)of the Act.
"Performance-Based Cash Grant" or "PBC Grant" shall have the meaning set forth in
Article V, Section 1.
"Project" shall mean the Capital Investment for improvements, infrastructure, equipment,
and job retention as provided herein.
ARTICLE IV
PERFORMANCE OBLIGATIONS OF COMPANY
The obligation of the PAEDC to pay funds shall be conditioned upon the Company's
continued compliance with and satisfaction of each of the Company's obligations under this
Article IV (the"Performance Obligations").
1. Capital Investment. The Company shall make a Capital Investment of
approximately$2,800,000.00 for the building renovations and associated infrastructure costs, and
the acquisition of equipment and machinery for Company operational purposes before April 30,
2027.
2. Full Time Primary Jobs. The Company shall create nine (9) Full-Time Primary
Jobs, of which three (3) shall be filled by Port Arthur residents and shall maintain those jobs
through December 31,2029. Company shall submit W-2's and other information on a yearly basis
as may be required by the PAEDC to confirm compliance.
3. Payment of Legal Fees. Each Party shall bear its own legal fees in connection with
the negotiation of this Agreement. The Company commits to reimburse the PAEDC for the
necessary legal fees in the preparation of any amendment to this Agreement, if and when such
amendment is requested by the Company. Timely payment shall be made within sixty (60) days
of submittal of invoice to the Company by the PAEDC or its assigns.
4. In the event the Company fails to complete the Capital Investment and retain the
Full Time Primary Jobs as described above, the Company will be in default and will be required
to repay any Incentive payments previously made to Company.
4
ARTICLE V
PAEDC OBLIGATIONS
1. Incentive Funds. Subject to the conditions provided herein, the PAEDC shall
provide incentive funds to the Company up to the total amount of Three Hundred
Ninety-One Thousand Dollars($391,000.00), consisting of the following:
(a) Capital Improvements Reimbursement. The Company shall be eligible to
receive up to Two Hundred Eighty Thousand Dollars ($280,000.00)for capital
improvements on a one hundred percent (100%) reimbursable basis. Payment
shall be made only after the Company submits invoices,proof of payment, and
any other documentation reasonably required by the PAEDC to verify eligible
capital-improvement expenditures.
(b) Job Creation Grant.
Distribution 1 —Optional Employment and Payroll Grant 1: A cash grant equal
to thirty-seven percent(37%)of the total annual salary for each Full-Time Job
created and filled by a Port Arthur resident between January 1, 2027 and
December 31, 2027 (Year 1), the total amount of which shall not exceed
$37,000.00, and which shall be paid to the Company following the receipt by
the PAEDC of the Compliance Reporting Form (including W-2s and other
information as may be required by the PAEDC to confirm compliance).
Distribution 2— Optional Employment and Payroll Grant 2: A cash grant
equal to thirty-seven percent(37%) of the total annual salary for each Full-
Time Job created and filled by a Port Arthur resident between January 1,2028
and December 31, 2028 (Year 2),the total amount of which shall not exceed
$37,000.00, and which shall be paid to the Company following the receipt by
the PAEDC of the Compliance Reporting Form(including W-2s and other
information as may be required by the PAEDC to confirm compliance).
Distribution 3 — Optional Employment and Payroll Grant 3: A cash grant equal
to thirty-seven percent(37%) of the total annual salary for each Full-Time Job
created and filled by a Port Arthur resident between January 1, 2029 and
December 31, 2029 (Year 3), the total amount of which shall not exceed
$37.000.00, and which shall be paid to the Company following the receipt by
the PAEDC of the Compliance Reporting Form (including W-2s and other
information as may be required by the PAEDC to confirm compliance).
2. The Company will provide any internal backup that the PAEDC may request to
verify compliance of the Performance Obligations of Company. The Compliance Reporting Form
will be provided to the Company by the PAEDC.
5
ARTICLE VI
COVENANTS AND DUTIES
1. Covenants and Duties. The Company makes the following covenants and
warranties to the PAEDC and agrees to timely and fully perform the obligations and duties
contained in Article IV of this Agreement.
(a) The Company is authorized to do business and is in good standing in the
State of Texas and shall remain in good standing in the State of Texas during any
term of this Agreement.
(b) The execution of this Agreement has been duly authorized by the Company,
and the individual signing this Agreement is authorized to execute such Agreement
and bind the Company. Said authorization, signing, and binding effect is not in
contravention of any law, rule, regulation, or of the provisions of the Company's
organizational documents, or of any agreement or instrument to which the
Company is a party to or by which it may be bound.
(c) The Company is not a party to any Bankruptcy proceedings currently
pending or contemplated, and the Company has not been informed of any potential
involuntary Bankruptcy proceedings.
(d) To its current,actual knowledge,the Company has acquired and maintained
all necessary rights, licenses, permits, and authority to carry on its business in the
City and will continue to use its best efforts to maintain all necessary rights,
licenses,permits, and authority.
(e) The Company agrees to obtain or cause to be obtained,all necessary permits
and approvals from City and/or all other governmental agencies having jurisdiction
over the Project.
(0 The Company shall be responsible for paying, or causing to be paid, to the
City and all other governmental agencies the cost of all applicable permit fees and
licenses required for construction of the Project. The Company agrees to develop
the Project in accordance with the ordinances, rules, and regulations of the City in
effect on the date the Project was designed, unless specified otherwise in this
Agreement or in another agreement between the Parties.
(g) The Company agrees to commence and complete the Project in strict
accordance with this Agreement.
(h) The Company shall cooperate with the PAEDC in providing all necessary
information to assist the PAEDC in complying with this Agreement. Cooperation
shall include, but not be limited to, providing evidence and copies of construction
contracts, payments for construction, permits, construction supply purchases, and
any other documentation deemed necessary by PAEDC to substantiate the reported
Capital Investment.
6
(i) During the term of this Agreement, Company agrees to not knowingly
employ any undocumented workers as part of the Project, and, if convicted of a
violation under 8 U.S.C.Section 1324a(1),Company shall be in Default(as defined
below). Company is not liable for an unknown violation of this Section by a
subsidiary,affiliate,or franchisee of Company or by a person with whom Company
contracts, provided however that identical federal law requirements provided for
herein shall be included as part of any agreement or contract which Company enters
into with any subsidiary, assignee, affiliate, or franchisee for which the PBC Grant
provided herein will be used.
6) Company shall not be in arrears and shall be current in the payment of all
City taxes and fees.
2. PAEDC's Covenants and Duties.
(a) The PAEDC represents and warrants to the Company that the execution of
this Agreement has been duly authorized by the PAEDC, and the individual
signing this Agreement is empowered to execute such Agreement and bind the
PAEDC. Said authorization, signing, and binding effect is not in contravention of
any law, rule, regulation, or of the provisions of the PAEDC's organizational
documents, or of any agreement or instrument to which the PAEDC is a party to
or by which it may be bound.
(b) PAEDC shall cooperate with the Company in providing all necessary
information and documentation to assist the Company in complying with this
Agreement.
ARTICLE VII
TERMINATION
1. Termination. This Agreement shall terminate upon the earliest occurrence of any
one or more of the following:
(a) The mutual agreement of the Parties, as reflected in writing signed by the
Parties;
(b) The Company satisfying all the Performance Obligations set forth in
Article IV,but in no event later than June 30, 2030; or
(c) The PAEDC electing to terminate this Agreement by written notice to the
Company following an Event of Default by the Company.
ARTICLE VIII
DEFAULT
1. The Company's Events of Default. The following shall be considered a"Default"
by the Company:
7
(a) Failure of the Company to timely perform any term, covenant, obligation,
duty, or agreement contained in this Agreement, including without
limitation its Performance Obligations; or
(b) PAEDC determines that any representation or warranty contained herein in
or in any financial statement, certificate, report or opinion prepared and
submitted to PAEDC in connection with or pursuant to the requirements of
this Agreement was false, incorrect or misleading in any material respect
when made;
(c) Any judgment is assessed against the Company or any attachment or other
levy against the property of the Company with respect to a claim, in any
instance in an amount greater than $250,000.00, remains unpaid, unstayed
on appeal, not discharged, not bonded or not dismissed for a period of one
hundred eighty(180)days; or
(d) The Company makes an assignment for the benefit of creditors; files a
petition in bankruptcy; is adjudicated insolvent or bankrupt; commences
any action relating to the Company under any reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any
jurisdiction whether now or hereafter in effect; or if there is commenced
against the Company any such action and such action remains undismissed
or unanswered for a period of ninety(90)days from such filing.
2. PAEDC Events of Default. PAEDC failure to fulfill any obligation set forth within
the terms and conditions of this Agreement shall be deemed a"Default"by the PAEDC.
3. Remedies for Default.
(a) In the event of Default by the Company, the PAEDC shall give the
Company written notice of such Default and if the Company has not cured
such Default within 60 days after receipt of such Notice, an "Event of
Default" by the Company shall have occurred. Upon the occurrence and
during the continuance of an Event of Default by the Company,the PAEDC
shall have the right to terminate this Agreement, and pursue all rights and
remedies provided by applicable law. After such termination by the
PAEDC,the PAEDC shall have no further obligation to the Company under
this Agreement. The PAEDC also retains the right, at its sole discretion, to
withhold payment of any PBC Grant funds during the continuance of any
such Default, or, following termination of this Agreement in accordance
with this paragraph 3,require repayment of all or any portion of PBC Grant
funds already paid, as may be appropriate in consideration of the
circumstances leading to such termination and whether such PBC Grant
funds already paid due to valid compliance with one or more Performance
Obligations as provided in Article IV, and as certified with the PAEDC.
8
(b) In the event of Default by the PAEDC,the Company shall give the PAEDC
written notice of such Default and if the PAEDC has not cured such Default
within 60 days after receipt of such Notice, an "Event of Default" by the
PAEDC shall have occurred. Upon the occurrence and during the
continuance of an Event of Default by the PAEDC,the Company shall have
the right to terminate this Agreement, and pursue all rights and remedies
provided by applicable law. After such termination by the Company, the
Company shall have no further obligation to the PAEDC under this
Agreement.
ARTICLE IX
MISCELLANEOUS
1. Binding Agreement. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the Parties, and their respective successors and assigns. This
Agreement is not binding until it has been approved by the Port Arthur Economic Development
Corporation and the City of Port Arthur; upon said approval, the Chief Executive Officer of the
PAEDC shall be responsible for the administration of this Agreement and shall have the authority
to execute any instruments,duly approved by the PAEDC,on behalf of the Parties related thereto.
2. Mutual Assistance. The Parties will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other
in carrying out such terms and provisions.
3. Independent Contractors.
(a) It is expressly understood and agreed by all Parties hereto that in performing
their services hereunder, Company at no time will be acting as an agent of
the PAEDC and that all consultants or contractors engaged by Company
respectively will be independent contractors of Company; and nothing
contained in this Agreement is intended by the Parties to create a partnership
or joint venture between the Parties and any implication to the contrary is
hereby expressly disavowed the Parties hereto understand and agree that the
PAEDC will not be liable for any claims that may be asserted by any third
party occurring in connection with services performed by Company
respectively under this Agreement, unless any such claims are due to the
fault of the PAEDC.
(b) By entering into this Agreement, except as specifically set forth herein, the
Parties do not waive, and shall not be deemed to have waived, any rights,
immunities, or defenses either may have, including the defense of parties,
and nothing contained herein shall ever be construed as a waiver of
sovereign or official immunity by the PAEDC, with such rights being
expressly reserved to the fullest extent authorized by law and to the same
extent which existed prior to the execution hereof.
9
(c) No employee of the PAEDC,or any board member or agent of the PAEDC,
shall be personally responsible for any liability arising under or growing out
of this Agreement.
Notice. Any notice required by or permitted under this Agreement must be in
writing. Notice may be given by certified or registered mail, personal delivery,
courier delivery, or e-mail and will be effective when received, provided that (a)
any notice received on a Saturday, Sunday, or holiday will be deemed to have been
received on the next day that is not a Saturday, Sunday, or holiday and (b) any
notice received after 5:00 P.M. local time at the place of delivery on a day that is
not a Saturday, Sunday, or holiday will be deemed to have been received on the
next day that is not a Saturday, Sunday, or holiday. Any address for notice may be
changed by not less than ten days' prior written notice given as provided herein.
If intended for PAEDC: Port Arthur Economic Development Corporation
Attention: Chief Executive Officer
501 Procter Street, Suite 100.
Port Arthur, TX 77640
With a copy to:
Germer PLLC
Attention: Guy Goodson
P.O. Box 4915
Beaumont, Texas 77704-4915
If to Company: Seamless Management Company LLC dba Seamless Medical
Centers
Attention: Anwar Atwan
3360 Hwy. 365 #300
Port Arthur, TX 77642
4. Governmental Records. All invoices, records and other documents required for
submission to the PAEDC pursuant to the terms of this Agreement are Governmental Records for
the purposes of Texas Penal Code Section 37.10.
5. Governing Law. The Agreement shall be governed by the laws of the State of
Texas, and the venue for any action concerning this Agreement shall be in the Courts of Jefferson
County, Texas, United States of America. The Parties agree to submit to the personal and subject
matter jurisdiction of said court.
6. Amendment. This Agreement may be amended by mutual written agreement of the
Parties, as approved by the Board of Directors by the PAEDC and the City of Port Arthur.
7. Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall,for any reason,be held invalid, illegal, or unenforceable in any respect, such
invalidity,illegality, or unenforceability shall not affect other provisions of this Agreement,and it
10
is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be
illegal,invalid,or unenforceable, a provision be added to this Agreement which is legal,valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or
unenforceable.
8. Interpretation. Each of the Parties has been represented by counsel of their
choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared
the initial draft of this Agreement, this Agreement shall, in the event of any dispute, whatever its
meaning or application, be interpreted fairly and reasonably and neither more strongly for or
against any Party.
9. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter covered in this Agreement. There is no other collateral
oral or written agreement between the Parties that, in any manner, relates to the subject matter of
this Agreement, except as provided for in any Exhibits attached hereto or duly executed
amendments to this Agreement.
10. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
11. Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument,but all of the counterparts shall constitute one
and the same instrument.
12. Exhibits. Any Exhibits attached hereto are incorporated by reference for all
purposes.
13. Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
14. Indemnification. COMPANY SHALL RELEASE, HOLD HARMLESS,
DEFEND AND INDEMNIFY THE PAEDC,INCLUDING ITS RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND REPRESENTATIVES, AND THE CITY COUNCIL
MEMBERS AND MAYOR INDIVIDUALLY AND ACTING IN THEIR CAPACITY OF
REVIEWING AND APPROVING ACTIONS OF THE PAEDC (COLLECTIVELY "THE
INDEMNITEES")FROM AND AGAINST ANY AND ALL SUITS,CLAIMS AND OTHER
DEMANDS OF EVERY TYPE WHATSOEVER, INCLUDING ALL REASONABLE
ATTORNEY'S FEES AND COSTS, ARISING FROM OR OTHERWISE RELATING TO
THE PAEDC CONTRIBUTION(WHERE SUCH SUIT,CLAIM,OR DEMAND IS BASED
ON COMPANY PROVIDING INCORRECT DATA) OR THE DESIGN,
CONSTRUCTION OR OPERATION OF THE FACILITY, AND SUCH OBLIGATION
SHALL NOT BE AFFECTED BY ANY ACTUAL OR ALLEGED NEGLIGENCE,
CONTRIBUTORY NEGLIGENCE, OR STRICT LIABILITY ON THE PART OF THE
INDEMNITEES (OTHER THAN AS A RESULT OF THE GROSS NEGLIGENCE,
RECKLESS DISREGARD, OR WILLFUL MISCONDUCT OF THE INDEMNITEES).
11
15. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in
good faith,and to execute such other and further instruments and documents as may be reasonably
required to fulfill the public purposes provided for and included within this Agreement.
16. Force Majeure. Whenever a period of time is herein prescribed for action to be
taken by Company, Company shall not be liable or responsible for, and there shall be excluded
from the computation of any such period of time, any delays due to causes of any kind whatsoever
which are caused by Force Majeure.
17. Time Periods. Unless otherwise expressly provided herein, all periods for delivery
or review and the like will be determined on a"calendar" day basis. If any date for performance,
approval, delivery or Closing falls on a Saturday, Sunday or legal holiday(state or federal) in the
State of Texas,the time therefor will be extended to the next day which is not a Saturday, Sunday
or legal holiday.
18. Assignability. This Agreement may be assigned to a domestic owner, parent or
subsidiary of the Company qualified to do business in the State of Texas,the assignment of which
will be in writing and signed by the Company and Company's assignee.
[SIGNATURE PAGES IMMEDIATELY FOLLOWING]
12
Executed on this day of , 2026
COMPANY:
Seamless Management Company LLC dba
Seamless Medical Centers
A Limited Liability Corporation
By:
Name:
Title:
13
Executed on this day of , 2026
PORT ARTHUR
ECONOMIC DEVELOPMENT
CORPORATION
By:
Name:
Title: President
APPROVED AS TO FORM:
By:
PAEDC Attorney
14