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HomeMy WebLinkAboutPR 16713: AUTHORIZING CITY MANAGER TO ENTER INTO CONSTRUCTION AUTHORIZATION AND DONATION AGREEMENT WITH PORT ARTHUR FOR POSITIVE ACTION FOR THE DEVELOPMENT CENTER interoffice MEMORANDUM )(4vt/ (;) To: Mayor, City Council, and City Manage From: Valecia R. Tizeno, City Attorney Date: October 11, 2011 Subject: P. R. No. 16713; Council Meeting October 18, 2011 Attached is P. R. No. 16713 authorizing the City Manager to enter into a Construction Authorization and Donation Agreement with Port Arthur for Positive Action ( "PAPA ") for the Development Center. VRT:ts Attachment s.pr16713_memo r P. R. NO. 16713 10/11/2011 is RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONSTRUCTION AUTHORIZATION AND DONATION AGREEMENT WITH PORT ARTHUR FOR POSITIVE ACTION ( "PAPA ") FOR THE DEVELOPMENT CENTER WHEREAS, it is in the best interests of the citizens of Port Arthur to enter into a Construction Authorization and Donation Agreement with Port Arthur for Positive Action ( "PAPA "); and WHEREAS, a contract for construction and donation of the Development Center is attached hereto as Exhibit "A ". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. The facts and opinions in the preamble are true and correct. Section 2. That the City Manager is herein authorized to enter into a Construction Authorization and Donation Agreement with Port Arthur for Positive Action ( "PAPA ") for the construction and donation of the Development Center, in substantially the same for as attached hereto as Exhibit "A ". Section 3. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ ADOPTED, AND APPROVED, this day of 2011 AD, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: s.pr16713 AYES: Mayor: Councilmembers: NOES: Mayor ATTEST: City Secretary APPROVED AS TO FORM: City Attorney APPROVED FOR ADMINISTRATION: City Manager s.pr16713 r EXHIBIT "A" CONSTRUCTION AUTHORIZATION AND DONATION AGREEMENT This Agreement is made by and between the City of Port Arthur, Texas ( "CITY "), a home rule municipality, and Port Arthur for Positive Action ( "PAPA "), a 501(C) (3) organization. RECITALS WHEREAS, the CITY is the owner of real property ( "Property") located at the intersection of Reverend Ransom Howard Street and Reverend Raymond Scott Avenue in Port Arthur, Texas (legally described in attached Exhibit "A "); and WHEREAS, PAPA plans to build a Development Center on the West Side of Port Arthur (the "Facility ") and has committed funds for the construction and arranged for architectural and engineering plans for said facility (an initial diagram attached hereto as Exhibit "B "); and WHEREAS, PAPA has agreed that the proposed facility will be constructed on the Property and believes that the location is in an area that will greatly serve the citizens of Port Arthur; and WHEREAS, PAPA will develop a budget for the total costs of construction and will be solely responsible for the completion of the facility in accord with the plans and specifications prepared and delivered by Bert Lamson Design, pursuant to the final construction agreement to be executed between PAPA and a prime contractor of its selection; and WHEREAS, upon completion of the facility, PAPA desires to donate to the City the completed facility, amenities, and any improvements made to the property by it, as set forth more fully below (the "Donation "); and WHEREAS, the City desires to accept such Development Center donation from PAPA, upon the condition that it meets all of the City's required building codes, zoning requirements, etc., as delineated in the Code of Ordinances of the City of Port Arthur, and subject to usage determination as hereinabove expressed; and WHEREAS, in order to facilitate the expeditious development of the Facility, the parties desire to outline their respective duties and responsibilities in this Agreement; and WHEREAS, the parties recognize that future agreements formalizing the terms set out in this Agreement will be determined by the Board of Directors of PAPA and the City Council of the City of Port Arthur. s.papa_construction agreemenQ 1 NOW THEREFORE, the parties desire to set forth the terms and conditions of the construction and donation of the Facility in this Agreement as hereby agree as follows: ARTICLE I DUTIES AND RESPONSIBILITIES 1.01. The City hereby authorizes PAPA to perform improvements to the City owned property described above. The improvements include the construction of a Facility, as shown in attached Exhibit "B ", as designed by Bert Lamson Design, including plans and specifications and as approved by the City of Port Arthur to meet its building code requirements. 1.02. The p arties understand that no public funds will be utilized for the construction of the Facility and that PAPA will maintain all financial responsibility for payment of construction costs as approved by Bert Lamson Design under its contract with PAPA, pursuant to the final contract between PAPA and the construction contractor. 1.03. During the construction phase, PAPA will require Bert Lamson Design to provide all relevant information requested by the City as to the progress of the project, the project scope, design, procurement process, and the subcontractors that will be utilized by the primary contractor selected by PAPA upon the approval of Bert Lamson Design. ARTICLE II INSURANCE REQUIREMENTS 2.1. With respect to any construction contract agreement entered into between PAPA and the selected contractor, PAPA will ascertain that the terms of said contract will include the appropriate requirements for the maintenance of workers compensation insurance coverage for benefit of the employees of the contractor and commercial general liability insurance on behalf of PAPA, with the City of Port Arthur named as an additional insured, with limits of no less than $500,000.00 combined single limit per occurrence and $1,000,000.00 aggregate for personal injury, bodily injury, and property damage, together with any other form of insurance normally associated a construction contract as to the type of facilities envisioned by this Agreement 2.2. Proof of said coverages will be provided to the City of Port Arthur no later than thirty (30) days prior to the commencement of any construction of the facility by submitting appropriate insurance certificate reflecting the foregoing coverages and identification of insured parties. ARTICLE III INDEMNIFICATION 3.1. Other than the insurance coverages identified under Article II hereof, PAPA does not provide any other form of indemnification for the benefit of the City of Port Arthur related to the construction of the improvements hereinabove identified. s.papa_construction agreemen4 2 3.2. PAPA shall not discriminate against any employee, applicant for employment, or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state or local ordinance. 3.3. Hazardous Substances. PAPA assumes no responsibility with respect to lands owned by the City of Port Arthur upon which the improvements above identified are to be constructed with respect to the existence of any hazardous substance on said properties to the end that the construction of any improvements on the properties by PAPA shall be free and clear of any obligations by PAPA related to the existence of hazardous substances. The duty of inspection as to the existence of said substances shall be solely attributable to the City of Port Arthur. The City of Port Arthur agrees that it will fully indemnify PAPA from any claims with respect to the existence of hazardous substances on the properties owned by the City of Port Arthur. This indemnification shall include, but not be limited to, reasonable attorney's fees and costs of court incurred in the defense of any claim alleged against PAPA with respect to the existence of hazardous substances on the properties owned by the City of Port Arthur. The term "hazardous substances" shall be as defined any state or federal law applicable to the existence of such substances on the properties owned by the City of Port Arthur ARTICLE IV DONATION 4.01. The parties to this Agreement agree that the City of Port Arthur shall have the authority to conduct its own inspection to verify compliance with building codes, zoning requirements, inspections, etc., delineated in the Code of Ordinances in the City of Port Arthur. The City of Port Arthur acknowledges that it has had the opportunity to review and approve the plans and specifications provided by Bert Lamson Design prior to the commencement of construction and that Bert Lamson Design shall have the authority to verify performance of the obligations established between PAPA and a primary contractor with respect to the construction of the improvements above identified. No change in said plans or specifications, as approved by the City of Port Arthur, having a cumulative change cost of greater than Five Thousand ($5,000.00) Dollars, shall be enforceable without the approval of PAPA and a designated representative of the City of Port Arthur. 4.02. Upon completion of the construction of the improvements identified by this Agreement including payment of all costs associated therewith by PAPA and confirmation of compliance with all applicable requirements of the Code of Ordinances in the City of Port Arthur by the City of Port Arthur, PAPA will execute and deliver to the City of Port Arthur an appropriate donation document signed on behalf of PAPA as approved by legal counsel for the City of Port Arthur and legal counsel for PAPA. 4.03. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, and all of which together will constitute one and the same instrument. 4.04. This Agreement is governed by and shall be construed according to the laws of the s.papa_construction agreemenf2 3 1 State of Texas. Venue for any dispute arising hereunder shall be Jefferson County, Texas. 4.05. This Agreement is binding on the City, PAPA, and their respective successors, assigns and legal representatives. 4.06. This Agreement may not be assigned without the express written consent of the parties, which consent shall not be unreasonably withheld. 4.07. This Agreement sets forth the final and entire Agreement between the parties hereto and neither they nor their agents shall be bound by any terms, conditions, statements, warranties or representations, oral or written, not herein contained. No amendment or modification of this Agreement will be effective unless in writing and signed by the City and PAPA. EXECUTED AND EFFECTIVE this day of September, 2011. CITY OF PORT ARTHUR, TEXAS By: City Manager PORT ARTHUR FOR POSITIVE ACTION (PAPA) By: Printed Name: Title: s.papa_construction agreement2 4