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HomeMy WebLinkAbout(01) PR 12624: ISPinteroffice MEMORANDUM TO: Mayor, City Council, City Manager From: Mark T. Sokolow, City Attorney /~ ~ Date: October 14, 2004 Subject: P. R. NO. 12624; Joint EDC/Council Meeting October 18, 2004 Attached is P. R. No. 12624 approving the economic incentive contract and loan agreement with International Specialty Products. This was on the April 13, 2004 Council Meeting Agenda and was removed. It has been updated and is being placed back on the Agenda with an effective date of November 1, 2004 and it will extend until November 1, 2008. MTS/ts Attachment cc: VIA FACSIMILE (&09) 962-4445 Ike Mills EDC Executive Director VIA FACSIMILE (409) 721-1635 Mr. Bissot ISP PLA~T MANAGER VIA FACSIMILE (409) 727-6799 Jessica Byerly PORT NECHES EDC DIRECTOR z.pr12624.memo2 P. R. No. 12624 10/14/04 ts RESOLUTION NO. A RESOLUTION APPROVINO THE ECONOMIC INCENTIVE CONTRACT BETWEEN THE CITY OF PORT ARTHUR SECTION &A ECONOMIC DEVELOPMENT CORPORATION AND INTERNATIONAL SPECIALTY PRODUCTS WHEREAS, International Specialty Products desires to refurbish and operate a styrene-butadiene rubber plant previously owned by Ameripol Synpol Corporation in Jefferson County, Texas; and WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation has funds derived from sales tax revenue that may be utilized for economic development projects as defined under Article 5190.6 V.T.C.A.; and WHEREAS, the City of Port Arthur Section 4A Economic Development Corporation's obligations to International Specialty Products shall be to pay $1,000 for each full-time equivalent Port Arthur employee at the plant with a maximum of $30,000 per year; and WHEREAS, the agreement shall have a term of forty-eight (48) months. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council hereby approves the Agreement between the City of Port Arthur Section 4A Economic Development Corporation and International Specialty Products, as z.pr12624_2 described in Exhibit Section 3. That the effective date of the Agreement will be November 1, 2004 and will extend until November 1, 2008. Section 4. 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., 2004, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following votes: AYES: Mayor Councilmembers: NOES: OSCAR 0RTIZ, MAYOR ATTEST: EVANGELINE GREEN, CITY SECRETARY APPROVED AS TO FOP/4: MARK T. SOKOLOW, CITY ATTORNEY APPROVED FOR AI~INISTRATION: STEVE FITZGIBBONS, CITY MANAGER z .prl2624_2 EXHIBIT ~A" z.pr[2567 PORT ARTHUR ECONOMtC DEVELOPMENT CORPORATION ECONOMIC INCENTIVE CONTRACT This Economic Incentive Contract ("Agreement") is by and between the City of Port Arthur Section 4A Economic Development Corporation CEDC'') and International Specialty Products a wholly owned subsidiary of ISP Synthetic Elastomers L.P., hereunder the "Recipient". RECITALS WHEREAS, the Recipient operates a styrene-butadiene rubber plant (the "Plant") in Jefferson County, Texas that will provide Port Arthur's citizens with continued employment opportunities, including both direct and indirect employment; and WHEREAS, the EDC has funds derived from sales tax revenue that may be utilized for economic development projects as defined under Article 5190.6 V.T.C.A.; and WHEREAS, the proposed project and economic incentive agreements related to same must be approved by the City of Port Arthur, as well as the City of Port Arthur Section 4A Economic Development Corporation ("PAEDC"); and WHEREAS, projects undertaken by the Recipient pursuant to this Contract must principally be for economic development as has been determined by the PAEDC and as established under the guidelines of Article 5190.6 V.T.C.A., as amended: NOW, THEREFORE, The Parties hereto do mutually agree as follows: AGREEMENT TERMS SECTION 1. PARTIES This Economic Incentive Contract ("Agreement") is made and entered into by and between the City of Port Arthur Section 4A Economic Development Corporation (hereinafter called the "EDC") acting herein by its Executive Director, duly authorized by Resolution of the City Council of the City of Port Arthur and International Specialty Products, (hereinafter called "Recipient") acting herein by its Plant Manager. Recipient agrees by the execution hereof, that it is bound to the obligations and to the performance of the tasks described herein. SECTION 2. CONTRACT TERM This Agreement shall have an effective date of November 1,2004, and shall continue for a term of 48 months, subject to earlier termination, voluntary or involuntary, as provided herein. SECTION 3. PERFORMANCE BY RECIPIENT (A) The Recipient shall refurbish and operate the Plant previously owned and operated by Ameripol Synpol Corporation in Jefferson County, Texas. Recipient has represented and warranted to the EDC, and the conditional grant provided herein has been extended in reliance upon said representations, that Recipient will continue to employ citizens of Port Arthur as full-time equivalent employees within the initial forty-eight (48) months after the effective date hereof (the "employment z.ispdraftl_rev3 obligation"), and will continue to employ citizens of Port Arthur ("P.A. Employees") in full-time equivalent jobs during the term of this Agreement It shall be Recipient's responsibility to furnish its own accounting services including clerical, statistical and bookkeeping for expenditures made by the Recipient in performance with the obligations detailed herein. SECTION 4. EDC'S OBLIGATIONS A. Conditional Fundinq Obliqations of EDC The EDC's sole obligation to Recipient hereunder shall be to provide funding of the conditional grant, not to exceed the funding limitation declared herein, at the rate of one thousand ($1,000.00) dollars for each full-time equivalent P.A. Employee at the Plant, subject to a maximum payment of thirty thousand ($30,000.00) dollars each year that this Agreement remains in effect. For purposes of this Agreement, the year/annual term in question shall run from November 1 of each calendar year through October 31 of the subsequent calendar year. "P.A. Employee" as that term is used herein shall mean a direct employee of Recipient who works an average of forty (40) hours per week, forty-six (46) weeks per year, and who further maintains residency within the City of Port Arthur for fifty- two (52) weeks of each contract year. In the event an employee of Recipient meets the criteria above except (i) the 46 week per year requirement and/or (ii) residency within the City of Port Arthur for 52 weeks of each contract year, the Recipient will receive a pro rata payment of the $1,000.00 payable per P.A. Employee for that portion of the year that the employee meets the minimum work year and/or minimum residency requirement. This conditional funding shall be subject to limitations detailed herein and shall further constitute the EDC's sole obligation under the terms and conditions of this Contract. B. It is expressly understood and agreed by the parties hereto that the EDC funding obligations herein are contingent upon the actual receipt of adequate sales tax revenue funds to meet the EDC's liabilities under this Agreement and under other EDC incentive agreements. If adequate funds are not available to make payments under this Agreement, the EDC shall notify Recipient in writing within a reasonable time after such fact is reasonably determined by the EDC Board of Directors. The EDC, at its sole option, may then terminate this Agreement without further liability. In the event of such termination by the EDC, the EDC may, at its sole option, immediately cease all further funding, if any, required by this Agreement, and the EDC shall not be liable to Recipient or to any third parties for failure to make payments to Recipient under the terms and conditions of this Agreement. C. The EDC shall not be liable, in contract or otherwise, to the Recipient, or any person or entity claiming by or through Recipient, for any expense, expenditure or cost incurred by or on behalf of Recipient related to the project made the basis of this Agreement. The EDC's sole liability/obligations, if any, shall be to Recipient and shall be limited to the conditional funding obligations detailed in Section 4A of this Agreement. D. Maximum Payment by EDC: Subject to the limitations provided herein, the EDC shall provide grant funding to Recipient in the amount of not more than $30,000.00 annually as to each of the four (4) contract years (aggregate maximum of $120,000.00) that this Agreement shall remain in fome. Payment by the EDC of all or any portion of this maximum annual and aggregate liability shall be further subject to receipt by the EDC of documentary proof reasonably satisfactory to the EDC z,ispdraftl_rev3 2 substantiating the fact that the P.A. Employees identified by Recipient meet all funding criteria as detailed in Section 4(A) hereinabove. SECTION 5. DEFAULT/REFUND OBLIGATIONS A. In the event Recipient defaults in performance of its obligations hereunder or in the event Recipient breaches its representations and warranties to the EDC contained herein or in its application for grant, the EDC, at its sole option, may terminate its remaining funding obligations, if any, detailed in Section 4 herein. In the event of termination of this Agreement as provided herein, the EDC shall have no further obligation of any kind to Recipient. B. it is expressly understood and agreed by the parties hereto that any right or remedy provided for in this Section 5 or in any other provision of this Contract shall not preclude the exercise of any other right or remedy under this Contract or under any provision of law, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies. Failure to exercise any right or remedy hereunder shall not constitute a waiver of the right to exercise that or any other right or remedy at any time. SECTION 6. RECORDS / iNSPECTION / AUDIT A. Recipient must establish and maintain sufficient records, as reasonably determined by the EDC, to verify the status of P.A. Employees as defined herein for which funding hereunder is received by Recipient from the EDC under the terms and conditions of this Agreement. B. Recipient shall give the EDC, or any of its duly authorized representatives, access to and right to examine all records, reports, files and other papers, things or property belonging to or in use by Recipient pertaining to P.A. Employees as defined herein for which Recipient has requested or received funding as provided under the terms and conditions of this Agreement. Such rights to access shall continue as long as the records are maintained by Recipient. Recipient agrees to maintain such records in an accessible location. If the recipient claims confidentiality of any documents, the recipient shall mark the applicable documents as confidential and produce the documents to the EDC. The EDC will maintain the confidentiality thereof in accordance with the procedures of Section 552.305 Government Code, V.T.C.A. C. All records pertinent to this Agreement shall be retained by Recipient at least three years following the date of termination of this Agreement, whether said termination is a result of default or whether said termination is a result of final submission of a close out report by Recipient detailing Recipient's compliance with its obligations provided herein. Further, in the event any litigation, claim or audit arising out of or related to this Agreement is instituted before the expiration of the three year period and extends beyond the three year period, the records will be maintained until all litigation, claims or audit findings involving this Agreement and the records made the basis of same have been resolved. D. Recipient shall submit to EDC such reports on the operation and performance of this Contract as may be required by EDC including but not limited to the reports specified in this Section 6. Recipient shall provide EDC with all reports necessary for EDC compliance with Article 5190.6 V.T.C.A. E. It is expressly understood and agreed by the parties hereto that if Recipient fails to submit to EDC in a timely and satisfactory manner any report required by this Contract, EDC may, at z.ispdraftl_rev3 3 its sole discretion, withhold any or all payments otherwise due or requested by Recipient hereunder. If EDC withholds such payments, it shall notify Recipient in writing of its decision and the reasons therefore. Payments withheld pursuant to this paragraph may be held by EDC until such time as the delinquent obligations for which funds are withheld are fulfilled by Recipient. Notwithstanding the foregoing, if Recipient fails to fully and completely comply with its reporting requirements despite written demand by EDC, after expiration of thirty (30) days from the date of said written notice, EDC, at its sole option, may terminate this Agreement. SECTION 7. HOLD HARMLESS Recipient agrees to hold harmless the EDC and the City of Port Arthur from any and all claims, demands, and causes of action of any kind or character which may be asserted by any third party occurring, arising out of or in any way related to this Agreement, the project made the basis of this Agreement and the utilization of grant funds provided by this Agreement. SECTION 8. SUBCONTRACTS A. Recipient may not subcontract for performances described in this Contract without obtaining EDC's written approval, which may be withheld for any reason. B. In no event shall any provision of this Section 8, specifically the requirement that Recipient obtain EDC's prior written approval of a subcontractor's eligibility, be construed as relieving Recipient of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all terms of this Contract, as if such pedormances rendered were rendered by Recipient. EDC's approval under Section 8 does not constitute adoption, ratification, or acceptance of Recipient's or subcontractor's performance hereunder. EDC maintains the right to insist upon Contractor's full compliance with the terms of this Contract, and by the act of approval under Section 8, EDC does not waive any right of action which may exist or which may subsequently accrue to EDC under this Agreement. C. Recipient, as well as all of its approved subcontractors, shall comply with all applicable federal, state, and local laws, regulations, and ordinances for making procurement under this Agreement. SECTION 9. CONFLICT OF INTEREST/DISCLOSURE OBLIGATION A. Conflict of Interest: No person who (1) is an employee, agent, officer or elected or appointed official of the City of Port Arthur or the EDC and who exercises or has exercised any functions or responsibilities with respect to activities assisted with funds provided under this Contract and (2) who has participated in a decision making process (without recusing him/herself and executing a conflict affidavit) or gained inside information with regard to such activities may obtain a personal or financial interest or benefit from an EDC assisted activity, or have an interest in any contract, subcontract, or agreement (or proceeds thereof) with respect to a EDC assisted activity, during their tenure or for one year thereafter. Recipient shall ensure compliance with applicable provisions under Article 5190.6 V.T.C.A. and Chapter 171 Local Government Code V.T.C.A. B. Disclosure: Recipient shall be obligated to notify in writing the EDC Director and EDC counsel in the event any time prior to, during or one (1) year after the term of this z.ispdraftl_rev3 4 Agreement, any City or EDC employee or representative or any third party with a conflict of interest which obtains or proposes to obtain a financial benefit, direct or indirect, from Recipient. Failure to provide said notice immediately or no later than ten (10) business days after receipt of information detailing said violation shall constitute a default herein. SECTION 10. NONDiSCRIMINATION/EMPLOYMENT/REPORTING A. Recipient shall ensure that no person shall on the grounds of race, color, religion, sex, handicap, or national origin be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds provided under this Contract. Further, Recipient agrees as follows: 1. The Recipient shall notify the Economic Development Corporation of employment opportunities as necessary to give the EDC a reasonable opportunity to forward names and resumes of Port Arthur residents. 2. The Recipient shall advertise in the Port Arthur News as to all contracting, employment and/or training opportunities, and/or directly notify known Port Arthur vendors that have the capabilities to pedorm the work. B. Beginning on the 12 month anniversary of the Contract and continuing at each 12 month interval of the term of the Contract, the Recipient shall furnish to the EDC reports detailing the total number of new full time employees hired by Recipient, with said report detailing (i) the new employee(s) by number or otherwise so as to ensure privacy, (ii) the job description/position, (iii) the wage rate, (iv) date of hire, (v) residence of the employee(s) and, (vii) any other information reasonably requested by EDC, together with supporting documentation. Further, said report shall provide similar information on all terminations (whether voluntary or otherwise) occurring during the same period, together with supporting documentation. SECTION 11. LEGAL AUTHORITY Recipient assures and guarantees that Recipient possesses legal and/or corporate authority to enter into this Contract, receive funds authorized by this Contract, and to perform the services Recipient has obligated to perform hereunder. The Plant Manager of Recipient signing and executing this Contract on behalf of Recipient, or representing themselves as signing and executing this Contract on behalf of Recipient, do hereby warrant and guarantee that he has been duly authorized by Recipient to execute this Contract on behalf of Recipient and to validly and legally bind Recipient to ail terms, performances, and provisions herein set forth. SECTION 12. LITIGATION AND CLAIMS Recipient shall give EDC immediate notice in writing of 1) any legal or regulatory action, including any proceeding before an administrative agency flied against Recipient, directly or indirectly, as it pertains to compliance with this Contract; and 2) any material claim against Recipient, which may impact continued operations. For purposes herein, "material" claims shall mean claims in excess of $250,000. Except as otherwise directed by EDC, Recipient shall furnish immediately t° EDC c°pies of all pertinent documentation of any kind received by Recipient with respect to such action or claim. z.ispdraftl_rev3 5 SECTION 13. CHANGES AND AMENDMENTS A. Except as specifically provided otherwise in this Contract, any alterations, additions, or deletions to the terms of this Contract shall be by amendment in writing and executed by both parties to this Contract. B. It is understood and agreed by the parties hereto that performances under this Contract must be rendered in accordance with Article 5190.6 V.T.C.A., the regulations promulgated under Article 5190.6 V.T.C.A., the assurances and certifications made to EDC by Recipient, and the assurances and certifications made the City of Port Arthur with regard to the operation of the EDC's Projects. Based on these considerations, and in order to ensure the legal and effective performance of this Contract by both parties, it is agreed by the parties hereto that the performances under this Contract are by the provisions of the EDC Program and any amendments thereto and may further be amended in the following manner: EDC may from time to time during the period of performance of this Contract issue policy directives which serve to establish, interpret, or clarify performance requirements under this Contract. Such policy directives shall be promulgated by the Executive Director when authorized by the City Council of Port Arthur and the EDC Board of Directors in the form of EDC issuances which shall have the effect of qualifying the terms of this Contract and shall be binding upon Recipient, as if written herein. (3. Any alterations, additions, or deletions to the terms of this Contract which are required by changes in Federal, state law or local law are automatically incorporated into this Contract without written amendment hereto, and shall become effective on the date designated by such law or regulation. SECTION 14. DEFAULT/TERMINATION In the event of default of any of the obligations of the Recipient detailed herein or in the event of breach of any of the representations of or warranties of Recipient either detailed herein or in Recipient's application to the EDC, the EDC may, at its sole option, terminate this Agreement, in whole or in part. In the event of such termination, in addition to (i) any other remedies available to the EDC as provided by the laws of the State of Texas or (ii) any other remedies available to the EDC as provided herein, the EDC may, at its sole option, utilize one or more of the following actions to resolve or otherwise remedy said default: 1. Withhold, whether temporarily or otherwise, disbursement of grant proceeds pending correction of the deficiency(s) by Recipient; 2. Withhold and/or disallow further EDC grants to the Recipient; 3. Take any and all other remedies that may be legally available to the EDC, as authorized by the terms and conditions of this Agreement and as may be authorized by the laws of the State of Texas; and 4. Notwithstanding the foregoing, if Recipient fails to fully and completely comply with its obligations hereunder despite written demand by EDC, after expiration of thirty (30) days from the date of said written notice, EDC, at its sole option, may terminate this Agreement. z.ispdraftl rev3 6 In addition to the foregoing, the parties agree that this Agreement may be terminated at any time when both parties agree, in writing, to the terms and conditions of any such voluntary termination. SECTION 15. AUDIT A. EDC reserves the right to conduct annual and/or semiannual financial and compliance audit(s) of funds received and performances rendered under this Contract. Recipient agrees to permit EDC or its authorized representative to audit Recipient's records and to obtain any documents, materials, or information necessary to facilitate such audit. B. Recipient shall take all necessary actions to facilitate the performance of any and all such audits, whether annual, mandatory or otherwise requested under this Agreement, including audits conducted pursuant to this Section 15. C. Subject to financial privacy requirements and properly designated requests for non- disclosure due to proprietary reasons, all approved EDC audit reports may be made available for public inspection. SECTION 16. ORAL AND WRITTEN CONTRACTS/PRIOR AGREEMENTS All oral and written contracts between the parties to this Contract relating to the subject matter of this Contract that were made prior to the execution of this Contract have been reduced to writing and are contained in this Contract. SECTION 17. VENUE For purposes of litigation and/or arbitration pursuant to this Contract, venue shall lie in Jefferson County, Texas. SECTION 18. ARBITRATION Recipient agrees that any disputes related to this Agreement shall be resolved through binding arbitration. The arbitration proceeding shall take place in Jefferson County, Texas unless both parties agree otherwise. Further, the arbitrator shall be selected by the parties and in the event the parties do not agree as to the selection of an arbitrator, the dispute shall be arbitrated by the American Arbitration Association and the Houston office of the American Arbitration Association shall be authorized to select the arbitrator utilizing its normal selection procedures. SECTION 19. ADDRESS OF NOTICE AND COMMUNICATIONS Port Arthur Economic Development Corporation 444 4th Street Port Arthur, Texas 77640 ATTN: Ignacious "lke" Mills, Executive Director International Specialty Products 1215 Main Avenue Port Neches, TX 77651 ATTN: Alvin Yanofsk¥ z.ispdraftl_rev3 7 SECTION 20. CAPTIONS Each paragraph of this Contract has been supplied with a caption to serve only as a guide to contents. The caption does not control the meaning of any paragraph or in any way determine its interpretation or application. SECTION 21. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Recipient shall comply with all Federal, State and local laws, statutes, ordinances, resolutions, rules, regulations, orders and decrees of any court or administrative body or tribunal related to the activities and performances of Recipient under this Contract. Upon request by City, Recipient shaft furnish satisfactory proof of its compliance herewith. APPROVED AS TO FORM: Mark T. Sokolow, City Attorney SIGNED on the day of ,2004, but effective as of November 1,2004. Port Arthur Economic Development Corporation ("EDC") By: Executive Director Witnessed SIGNED on the day of ,2004, but effective as of November 1,2004. ("Recipient") International SPecialty Products By: Its: Witnessed z. ispdraft l_rev3 8 EXHIBIT A Performance Statement Recipient's performance: Recipient shall complete construction of and maintain the operation of the Facility as defined and detailed in Section 3 of the agreement. Funding Parameters: Recipient shall receive moneys, the funding of which shall be up to $ 30,000 per year based on the number of Port Arthur residents employed and retained as more fully delineated in the agreement and based on its capital expenditures. The funds shall be for reimbursement on behalf of Recipient for costs related to "Authorized Expenditures" as defined within the Agreement. As detailed therein, Authorized Expenditures shall be limited to costs incurred by or on behalf of the Recipient related to (i) construction of the Facility, (ii) acquisition and/or construction of fixtures within the Facility, and/or (iii) acquisition and/or installation of equipment, furniture and fixtures to be utilized in operation of the business operations which comprise the Facilities, including the styrene butadiene rubber plant facility at 1615 Main, Port Neches. Funds hereunder shall be paid to Recipient by EDC, subject to the maximum sum of $120,000, solely to reimburse Recipient for the Authorized Expenditures detailed hereinabove, with verification related to said Authorized Expenditures being provided to the EDC, prior to funding, in the form of invoices, purchase orders or other appropriate documentation which would be reasonably necessary to allow the EDC to verify that the requested reimbursement are for costs/expenses which constitute Authorized Expenditures and that jobs have been retained. Recipient agrees to complete construction of the Facility and complete acquisition of all furniture, fixtures, equipment, software and other components utilized in operation of the Facility within forty- eight (48) months of the effective date of this Agreement. Administrative Costs: Recipient shall utilize its own funds to carry out all project administration activities, including the costs associated with the required annual program in compliance in fiscal audits as detailed in the Agreement. It is further understood that any costs incurred by Recipient for these activities shall be paid with private and/or other funds. z.ispdra~tl_rev3 9 EXHIBIT B Budget The City of Port Arthur Section 4A Economic Development Corporation will pay up to $ 30,000 per year if ISP retains or hires Port Arthur residents as more fully delineated in the agreement. Said funds will be made after the Economic Development Corporation receives a report of the ISP retention of Port Arthur employees for the previous year. The schedule of the reports and EDC payments will be as follows: ISP REPORT EDC PAYMENT BASED ON RETENTION OF PORT ARTHUR RESIDENTS FISCALYEAR 2004-2005 WRITTEN REPORT DUE BY EDC PAYS UP TO $ 30,000 NOVEMBER 15, 2005 BASED ON NUMBER OF DELINEATING PORT PORT ARTHUR RESIDENTS O, RTHUR RESIDENTS RETAINED AS MORE FULLY RETAINED DURING THE DELINEATED IN THE FISCAL YEAR OF AGREEMENT FOR FORTY NOVEMBER 1, 2004 UNTIL HOURS PER WEEK FOR 46 OCTOBER 31,2005 WEEKS PER YEAR FISCAL YEAR 2005-2006 WR~TT~-N REPORT DUE BY EDC PAYS UP TO $ 30,000 NOVEMBER 15, 2006 BASED ON NUMBER OF DELINEATING PORT PORT ARTHUR RESIDENTS ARTHUR RESIDENTS RETAINED AS MORE FULLY RETAINED DURING THE DELINEATED IN THE FISCAL YEAR NOVEMBER 1, AGREEMENT FOR FORTY 2005 UNTIL OCTOBER 31, HOURS PER WEEK FOR 46 2006 WEEKS PER YEAR FISCAL YEAR 2006-2007 WRITTEN REPORT DUE BY EDC PAYS UP TO $ 30,000 NOVEMBER 15, 2007 BASED ON NUMBER OF DELINEATING PORT PORT ARTHUR RESIDENTS ARTHUR RESIDENTS RETAINED AS MORE FULLY RETAINED DURING THE DELINEATED iN THE FISCAL YEAR OFAGREEMENT FOR FORTY NOVEMBER 1, 2006 UNTIL HOURS PER WEEK FOR 46 OCTOBER 31,2007 WEEKS PER YEAR FISCAL YEAR 2007-2008 WRITTEN REPORT DUE BY EDC PAYS UP TO $ 30,000 NOVEMBER 15, 2008 BASED ON NUMBER OF DELINEATING PORT PORT ARTHUR RESIDENTS ARTHUR RESIDENTS RETAINED AS MORE FULLY RETAINED DURING THE DELINEATED IN THE FISCAL YEAR OFAGREEMENT FOR FORTY NOVEMBER 1, 2007 UNTIL HOURS PER WEEK FOR 46 OCTOBER 31,2008 WEEKS PER YEAR z.ispdraftl_rev3 EXHIBIT C Project Implementation Schedule CONTRACT START DATE: 11/01/2004 CONTRACT ENDING DATE: 10/31/2008 IMPLEMENTATION SCHEDULE MONTHS Activities 12 24 36 48 Report & Close-out l't 2n~ 3r= 4th · Recipient shall complete construction of the Facility, including construction, acquisition and installation of all furniture, fixtures, equipment, software and other components utilized in operation of the Facility and commence actual operation of the Facility, including all businesses located therein, on or before the expiration of forty eight (48) months from the effective date of this Contract. · Recipient shall operate continuously the Facility for a minimum period of forty eight (48) months, which forty eight (48) months shall commence from the effective date of this Contract. · Recipient shall also expend $15,000,000 in capital investments in the next forty-eight (48) months. z.ispdraftl rev3 EXHIBIT D The Applicable Laws and Regulations Recipient shall comply with all federal, state, and local laws and regulations applicable to the activities and performances rendered by Recipient under this Contract including, but not limited to, the civil rights laws and regulations as well as Articles 5190.6 V.T.C.A. z.ispdraftl_rev3 EXHIBIT E Certification Regarding Lobbying for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his knowledge and belief, that: 1. No federal, state or local funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, state or local governmental entity, an officer or employee of congress, or an employee of a member of congress, or any state or local governmental 'entity, in connection with the awarding of any contract, the making of any grant, the making of any loan, the entering into of any cooperative agreement, or modification of any contract, grant, loan, or cooperative agreement. 2. If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of congress, an officer or employee of congress, or an employee of a member of congress or any state or local government entity in connection with this contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit information to the Executive Director the City of Port Arthur Section 4A Economic Development Corporation. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub- grants, and contracts under grants, loans, and cooperative agreements) and that all Sub-recipients shall certify and disclose accordingly. This certification is material representation of fact which reliance was placed when this transaction was made or entered into. Signed: , Recipient By:. Its: Date: z.ispdraftl_rev3 ~3