Loading...
HomeMy WebLinkAboutPR 15860: EDC TECHNICAL ASSISTANCE AGREEMENTInteroffice MEMORANDUM To: Mayor, City Council, City Manager From.: Floyd Batiste, CEO Date: May 14, 2010 Subject: P. R. No. 15860; Council Meeting of May 18, 2010 Attached. is P. R. No. 15860 approving the Technical Assistance Agreement between the City of Port Arthur, Texas, The City of Port Arthur Section 4A Economic Development Corporation and National Development Council. P.R. No. 15860 04/28/10 RESOLUTION NO. A RESOLUTION APPROVING THE TECHNICAL ASSISTANCE AGREEMENT BETWEEN THE CITY OF PORT ARTHUR, TEXAS, THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION AND NATIONAL DEVELOPMENT COUNCIL WHEREAS, the City Council for the City of Port Arthur, Texas has approved Resolutions providing for a Technical Assistance Agreement (the "Agreement") by and between the City of Port Arthur, Texas (the "City"), the City of Port Arthur Section 4A Economic Development Corporation ("PAEDC") and the National Development Council ("NDC") attached hereto as Exhibit "A" and made a part hereof for all purposes. WHEREAS, the Agreement as specified in said Resolutions has expired, and a request has been made to extend the terms and provisions of said Agreement for a twelve (12) months for the period beginning on or about the 1St day of June, 2010, through the 31St day of May, 2011. WHEREAS, the Board of Directors of the PAEDC has reviewed the scope of work and the performance of services and technical assistance required to be provided by NDC under the Agreement for the preceding twelve (12) months and has determined that NDC has met its obligations within the scope of services outlined in the Agreement. WHEREAS, the Agreement has been approved by the Board of Directors of the PAEDC at their regular meeting on April 19, 2010. WHEREAS, the Board of Directors of the PAEDC have requested the approval and execution of the Agreement by the City. 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 Agreement by and between the City, the PAEDC and NDC attached hereto as Exhibit "A" is approved and shall be effective for the twelve (12) month period from the l St day of June, 2010, through the 31St day of May, 2011. 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., 2010, at a Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor Councilmembers NOES: DELORIS "BOBBIE" PRINCE, MAYOR ATTEST: TERRI HANKS, CITY SECRETARY APPROVED: FLOYD BATISTE. PAEDC CEO #762890 Page 2 APPROVED AS%Ti0 FORM: ClUY N. GOODS~ON, PAEDC ATTORNEY APPROVED AS 'TO FORM: ,v~~, ; VALECI~ O, ITY ATTORNEY r~63g~~rl Page 3 EXHIBIT "A" TECHNICAL ASSISTANCE AGREEMENT f ~ This Technical Assistance Agreement is made and entered into this day of by and between City of Part Arthur, Texas (the "City"), a municipal corporation and the~o-rt~rthtr~ Section 4A Economic Development Corporation (hereinafter called "the client"), anon-profit corporation, whose address is 4173 39c Street, Port Arthur, Texas 77642 (hereinafter called "Clients") ar~d NATIONAL DEVELOPMENT COUNCIL, a New York non-profit corporation, which is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code ,whose address is 708 Third Avenue, Suite 710, New York, New York 10017 (hereinafter called "NDC"). WiTNESSETH: WHIEREAS, the Clients have determined that they need the professional services of an advisor to vvork with the Clients to assist them in achieving the public goals of developing and implementing community and economic programs, and WHEREAS, NDC is willing to provide, on such terms and conditions as are hereinafter provided, technical assistance to the Clients utilizing its expertise in economic and community development activities. N01N THEREFORE, the Clients and NDC do hereby agree as follows: SCOPE OE SERVICES The Clients acknowledge that NDC regularly performs services for various clients located ac;rass the United States. The purpose of this Agreement is to set forth the terms upon which the 1 NDC will provide the C{ients with assistance they have requested which is generally described as 1 technical assistance and professional services. NDC agrees to perform such services as are requested from time to time by Clients and to provide such services as it deems necessary to accomplish the goals requested. Exhibit A attached hereto fully describes the services to be offered to the Clients by NDC. In performing the requested services, NDC shall consult with officers and emploiyees of the Clients and shall meet, as appropriate, with such representatives or other entities when necessary, including without limitation State and Federal officials and other local organizations. II. DURATION, TERMINATION NDC agrees to commence work for the Clients effective _ _ and shall continue providing technical assistance for twelve months. Either party may, at any time, terminate this P,greemerrt with or without cause by sending written notice to the other party, in which event this Agreement shall be terminated effective 30 days after receipt of such notice. III. COMPENSATION Thee Clients shall compensate NDC for performance of services received hereunder in the amount of $6,004 per month, not to exceed $72,000. per year. This amount includes all of NDC's time, travel expenses, supplies, postage, telephone, and other similar expenses. As an independent contractor, NDC is responsible for all taxes and other benefits of the employees of NDC and nothing contained herein shall be interpreted as creating a relationship of servant, ~~~ TECHN{CAL,ASSISTANCERGREEMENT • Page 1 employee, partnership, or agency between the Clients and the NDC. Payment by the Clients for services rendered under this Technical Assistance Agreement evidences Clients' acceptance of surh services in accordance with the terms of the Agreement. PAEDC will be paying 100% of the contract price. The projects need to be primarily projects consistent with the authority and limits of the PAEDC IV. MISCELLANEOUS PROVISIONS 4.1 Ownership of Material and Documents. All final reports and other materials prepared by NDC for the Clients shat( be the property of Clients, however all work papers and other source materials shiall be the property of the NDC. NDC shall deliver such materials to Clients in accordance with the terms and conditions of this Agreement. Clients shall not, without NDC's written consE~nt, associate NDC's name with the reportlproduct, if a subsequent change is made in such reportlproduct after submission to Clients. 4.2 Right to Audit. NDC shall establish and maintain appropriate procedures which will assure the proper accounting of all funds paid to it under this Agreement. Clients or any of their duly authorized re:presentativessholl have access to any books, documents, papers and records of NDC and/or its subcontractors which are directly pertinent to a specific program forihe purpose of making an audit, an examination, excerpts and transcriptions. All such books and records shall be retained for such periods of time as required bylaw, provided, however, notwithstanding any shorter periods of retention, all books, records and supporting details shall be retained for a period of at least three (3) years aftE;r the expiration of the term of this. Agreement. 1 4.3 Confidentiality of Reports. NDC shall keep confidential all reports, information and data I given to, prepared or assembled by NDC pursuant to NDC's performance hereunder and Clients designates as confidential. Such information shall not be made available to any person, firm, corporation or entity without the prior written consent of Clients first obtained. 4.4 Equal Opportunity. NDC shall comply with all provisions of Title VI of the Civil Rights Act of 1964 and of the rules, regulations and relevant order of the Secretary of Labor regarding discrimination. 4.5 Conflic#s of Interest. No board member, officer or employee of Clients or their designees or agents, ar~d no other public official who exercises any functions or responsibilities wi#h respect to any requested technical assistance, shalt be permitted to financially benefit from this Agreement or have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, forwork to be perfornned in connection with this Agreement. A.6 Notices. All notices shall be sent by certified mail, hand-delivery or over night mail and in all events with sa written acknowledgment of receipt to the address set forth at the beginning of this Agreement. 4.7 Responsibility for Claims: a. Clients wiEl indemnify and hold harmless NDC, its directors, officers, agents, representatives, contractors, and employees against any and all claims, demands, or causes of action, and all costs, losses, liabiliities, expenses, and judgment incurred in connection therewith, including reasonable attorney's fees and court costs, brought by any of Clients' employees or representatives or by any ~~~ TECHNICAL AS:3ISTANCE AGREEMENT -Page 2 third party, based upon, in connection with, resulting from, or arising out of NDC's actions or inactions under this Agreement or Clients' use of the Services; provided, however, that Clients' contractual obligations of indemnification shall not extend to the consequences of NDC's negligence or other fault. The City of Port Arthur will only indemnify NDC to the extent of its liability limits under the Texas Tort Claims Act. b. Conversely, NDC agrees to indemnify and hold harmless Clients, their directors, officers, agents, coni`ractors, representatives, and employees against any and all claims, demands, or causes of action and all costs, losses, liabilities, expenses, and judgments incurred in connection therewith, including reasonable attorney's fees and court costs, brought by any of NDC's employees or representatives or by any third party, based upon, in connection with, resulting from, or arising out of NDC's actions or inactions under this Agreement; provided, however, NDC's contractual obligation of indemnification shall not extend to the consequences of Clients' negligence or other fault. 4.8 Release of News Information. No news release, including photographs, public announcements or confirmation of same, or any part of the subject matter of this Agreement or any phase of any program hereunder shall be made without prior written approval of the NDC and PAEDC. 4.9 Compliance with Laws. NDC agrees to comply with all applicable federal, state and local laws in the conduct of the work hereunder. This Agreement shall be construed, interpreted and the rights of the parties determined, in accordance with the laws of the State of Texas and venue shall lie in Jefferson County, Texas. 4.10 Assicnment. Neither this Agreement nor any rights, duties or obligations described herein maybe assigned by either party without the prior expressed written consent of the other party. 4.11 Severability. A determination that any part of this Agreement is invalid shall not invalidate or impair the force of the remainder of this Agreement. 4.12 DisAUte Resolution. If all three parties agree,. any disputes or claims underthis Agreement shall be submitted to arbitration in a manner provided under the Commercial Arbitration Rules of the American Arbitration Association then in effect, such arbitration to be conducted before three arbitrators chosen in accordance with the rules of the State of Texas and shall be binding on the parties. 4.13 Additional Provisions. Any one of the parties may require additional provisions which will govern the agreement between the parties by attaching hereto such additional provisions as Exhibit ,.8,. 4.14 Entire A reement. This Agreement contains the final agreement between the parties regarding the matters covered and supersedes any and all other agreement, either oral in writing, regarding the matters contained herein. IN WIITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. Approved a:s to form: TECHNICAL ASSISTANCE AGREEMENT -Page 3 Valecia Tizeno, City Attorney t By~ ~~ CLIENTS: City of Port Arthur Section 4A Economic Development Corporation By: _ President By: Secretary City of Port Arthur, Texas Steve Fitzgibbons, City Manager Guy Goodson, General Counsel for PAEDC NDC: National Deveiopment Council By: Ro ert W. eve po ,President Date: ''`~ ~~' ~~~ TECHNICAL ?,SSISTANCE AGREEMENT -Page 4 NDC TECHNICAL ASSISTANCE AGREEMENT } SCOPE OM SERVICES EXHIBIT A, To promote redevelopment within the community, Clients are undertaking a variety of community and economic development projects. NDC will provide technical assistance to Clients in reviewing, structuring and financing these projects during pre-development and project development. This Scope of Services describes the assistance available underthis Technical Assistance Agreement: during the specified contract period. The Clients and NDC by mutual agreement may revise this Scope. The Chief Executive Officer of the PAEDC will direct NDC's activities and determine which services will be rendered by NDC, based on the direction from the PAEDC Baard and the Port Arthur City Council. Payment by the Clients evidences 'the Clients' acceptance of the assistance provided under this Agreement. The assistance offered includes: 1. NDC will review and evaluate projects being considered by Clients for community and economic development assistance. This may include, as directed: - evaluating sponsor/developer experience and capacity - financial review and structuring } reviE:w of appraisals, cost assumptions, capital budgets, operating statements, marketing data and other funding commitments - advising on tax credit equity sources, requirements and structuring - identifying other funding sources when required -~ assisting with development issues during pre-development and development - s#ructuring loan documents and development agreements advising on program regulation issues 2. NDC will/ provide technical support and/or financial analysis of economic and/or housinci development program proposals as periodically referred by staff. 3. NDC will review, as directed, Client established economic development.and/or housinci development programs, including: - proctram goals - eligiibility criteria - underwriting guidelines - proc~ram documents - internal administration of application and approval process ~_ TECHNICAL ASSISTANCE AGREEMENT -Page 5 Exhibit A Scope of Services Page 2 4. NDC will, at the direction of Clients, assist in obtaining HOME, '108, CDBG and Float financing. 5. NDC will) provide technical assistance and advocacy in Clients' efforts to seek awards of governmental monies and approval of various programs. 6. NDC willl, at Clients' direction, provide up to 2 days of in-house staff training from its existing course curriculum in economic and/or housing development finance. 7. NDC may, at Clients' direction and under certain conditions, provide financing and development assistance through its non-profit development affiliate NDC Housing and Economic Development Corporation (HEDC} and its economic development bank Grow America Fund (GAF). HEDC and GAF can provide: ~' - equity for historic rehabilitation and low income housing tax credit projects throl~gh the NDC Corporate Equity Fund, L.P. - HEC-C can act as non-profit sponsor/developer for certain affordable housing, public purpose and economic development projects - small business loans far cities participating in GAF 3 ~ ~ TECHNICAL ASSISTANCE AGREEMENT -Page 6