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HomeMy WebLinkAboutPR 14121:NDC INVOICESinteroffice MEMORANDUM To~ From: Date: Subject: Mayor, City Council, City Manager Floyd Batiste, CEO April 19, 2007 P. R. No. 14121; Council Meeting of April 24, 2007 Attached is P. R. No. 14121 as it is pertaining to approving the payment of an invoice from the National Development Council irt the amount of $6,000 for Technical Assistance rendered in the month of March 2007 fbr the City of Port Arthur Section 4A Economic Development Corporation. This was approved by the PAEDC Board of Directors at their April 18, 2007 regular meeting. P.R. No, 14121 4/5/2007 fb RESOLUTION NO. A RESOLUTION APPROVING THE PAYMENT OF AN INVOICE FROM THE NATIONAL DEVELOPMENT COUNCIl, IN THE AMOUNT OF $6,000 FOR TECHNICAL ASSISTANCE RENDERED IN THE MONTH OF MARCH 2007 FOR THE CITY OF PORT ARTHUR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION. WHEREAS, the City Council approved Ordinance No. 04-61 and Resolution No. 05-163 pertaining to the approval and payment process of the City of Port Arthur Section 4A Economic Development Corporation; and WHEREAS, per Resolution 06-113 on March 28, 2006, the PAEDC Board of Directors and the National Development Council entered into a technical assistance agreement, a copy of which is attached as Exhibit "A", and which expires in April 2007; and WHEREAS, the invoice, denoted in Exhibit "B", was approved by the EDC Board at their April 18, 2007 meeting; and WHEREAS, the invoice is being submitted for approval. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. Section 2. Section 3. Minutes of the City Council. READ, ADOPTED AND APPROVED on the That the facts and opinions in the preamble are true and correct. That the invoice, attached as Exhibit "B", is hereby approved. That a copy of the caption of the Resolution be spread upon the day of A.D. 2007, at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor CityCouncil: NOES: OSCAR ORTIZ, MAYOR Attest: EVANGELINE GREEN, CITY SECRETARY APPROVED: FLOYD BATISTE, EDC CEO APPROVED AS TO FORM: MARK T. SOKOLOW, CITY ATTORNEY' EXHIBIT "A" TECHNICAL ASSISTANCE AGREEMENT This Technical Assistance Agreement is made and entered into this ~/ day of ,~ ,oc~ ~ ,2006, by and between City of Port Arthur, Texas (the "City"),.a municipal corporation, and the Port Arthur Section 4A Economic Development Corporation (hereinafter called "PAEDC"), a non-profit corporation, whose address; is 4173 39th Street, Port Arthur, Texas 77642 (hereinafter called "Clients") and 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 51 East 42nd Street, Suite 300, New York, New York 10017 (hereinafter called "NDC"). WITNESSETH: WHEREAS, the Clients have determined that they need the professional services of an advisor to work 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. NOW THEREFORE, the Clients and NDC do hereby agree as follows: I. SCOPE OF SERVICES The Clients acknowledge that NDC regularly performs services for various cii~nts located across the United States. The purpose of this Agreement is to set forth the terms upon which the NDC will provide the Clients with assistance they I~ave requested which is generally described as 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 N DC. In performing the requested services, NDC shall consult with officers and employees of the Clients and shall meet, as appropriate, with such representatives or other entities when necessary, including without limita~[Jon State and Federal officials and other local organizations. For at least the first year, when PAEDC will be paying 100% of the contract price, the proiects need to be p~marily projects consistent ~vith the author;.ty and limits of the PAEDC. II. DURATION~ TERMINATION NDC agrees to commence work for the Clients effective the first date above and shall continue providing technical assistance for twelve months. Either party may, at any time, terminate this Agreement 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. IlL COI~ENSAT1ON The Clients shall compensate NDC for performance of services received here~Jnder in the amount of $6,000 per month, not to exceed $72,000. per year. This amount includes all of NDC's TECHNICAL ASSISTANCE AGREEMENT ~ Page 1 Clty CouncilVerslort 3/2.!/2006 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, employee, partnership, or agency between the Clients and the NDC. Payment by the Clients for services rendered under this Technical Ass[stance Agreement evidences Clients' acceptance of such services in accordance with the terms of the Agreement. IV. MISCELLANEOUS PROVISIONS 4.t Ownership of Material and DocumentS. Ail final reports and other materials prepared by NDC for the Clients shall be the property of Clients, however all work papers and other source materials shall 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 consent, associate NDC's name with the report\product, if a subsequent change is made in such report\product 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 representatives shall have access to any' books, documents, papers and records of NDC and/or its subcontractors which are directly pertinent to a specific program for the 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 by law, provided, however, notwithstanding any shorter periods of retention, all books, records and supporting detaiils shall be retained for a period of at least three (3) years after the expiration of the term of this Agreement. 4.3 Confidentiality of Reports. NDC shall ke~=.p confidential all reports, information and data 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 ~rst obtained. 4.4 ~[V.~..~J~. NDC shall comply with all provisions of Title VI of the Civil Rights Act °f 1964 and of the rules, regulations and relevant order of the Secretary of Labor regarding discrimination. 4.5 Conflicts of Interest. No board member, officer or employee of Clients or their designees or agents, and no other public official who exercises any functions or responsibilities with respect to any requested technical assistance, shall be permitted to financially benefit from this Agreement or have any interest, direct or indirect, ;.n any contract or subcontract, or the proceeds thereof, for work to be performed in connection with this Agreement. 4.6 Notices. All notices shall be sent by certified mail, hand-delivery or over night mail and in all events with a written acknowledgment o receipt to the address set forth at the beginning of this Agreement. 4.7 Responsibility for Claims.: a. C lents w I indemnify and hold harmless NI:)C, its d rectors, officers, agents, representatives, contractors, and employees against any and all claims, demands, or causes of action, and all costs losses, liabilities, 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 ASSISTANCE AGREEMENT - Page 2 City CotmciI Version 3/23/2006 third party, based bpon, in connection with, resulting from, or arising out of NDC's actions or inactions under this Agreement or Clients' use of tine 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 [ts liability limits under the Texas Tort Claims Act. b. Conversely, NDC agrees to indemnify and hold harmless Clients, their directors, officers, agents, contractors, 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 pardi 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 Asslqnment. Neither this Agreement nor any rights, duties or obligations described herein may be 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 Dis ute Resolution. If all three part[es agr,se, any disputes or claims under this 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 [~alties may require additional provisions which will govern the agreement between the parties by attaching hereto such additional provisions as.Exhibit "B". For the contract year beginning in 2006, thee are no additional provisions. 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 WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above. TECHNICAL ASSISTANCE AGREEMENT- page 3 City CouncilVerslon 3/23/2006 Mark T. Sokolow, CityAttomey Guy G,oodson, General Counsel for PAEDC CLIENTS: City of Port Arthur Section 4A Economic Develj31~'m, nt-b~p rpo r at ion Eli~;~.~erts, Pre~;Jent L~da Spea~s,~'ecretary City of Port Arthur, Texas S't~ I~gibb~ns~ C~Mansger NDC: J~ional Development Council ~be~av~, President TECHNICAL ASSlSTANCE AGREEMENT - Page 4 City CouncilVerston 3/23~2006 NDC TECHNICAL ASSISTANCE AGREEMENT SCOPE OF 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 pm-development and project development. This Scope of Services describes the assistance available under this Technical Assistance Agreement during the specified contract period. The Clients and NDC by mutual agreement may revise this Scope. The Chief [--xecutive 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 Board 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. Tills may include, as directed: < evaluating sponsor/developer experience and capacity < financial review and structuring < review 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 < structuring loan documents and development agreements < advising on program regulation issues 2. NDC will provide technical support and/or financial analysis of economic and/or housing development program proposals ;as periodically referred by staff. 3. NDC will review, as directed, Client established economic development and/or housing development programs, including: < program goals < eligibility criteria < underwriting guidelines < program documents < internal administration of application a. nd approvat process TECHNICAL ASSISTANCE AGREEMENT - Page $ City CoUacilVersioa 3/23/20~6 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. NDC will, 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. NDC may, at Clients' direction and under cedain 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 a~nd GAF can provide: < equity for historic rehabilitation and Iow' income housing tax credit projects through the NDC Corporate Equity Fund, L.P. < HEDC can act as non-profit sponsor/developer for certain affordable housing, public purpose and economic development projects < small business loans for cities participating in GAF TECHNICAL ASSISTANCE AGREEMENT - Page 6 Ci~ CounciIVerslo~ 3/23~2006 EXHIBIT "B" National Development Council 708 Third Avenue-Suite 710 New York, NY 10017 (212) 682-1106 Znvoice Date Znvoice # 3/3X/2007 March 2.., Bill To Iqs. Deborah Freeman Port Arthur Economic Dev. Corp. P.O. Box 3934 Port Arthur, TX 77642 Description Amount For Technical Assistance Services rendered for the Period of Hatch 6,000.00 1 - 31, 2007. THANKS SO HUCH FOR YOUR PAYIqENT!!! Should you have any questions, please feel free to contact Nary Childs at 212-682-1106. Please make check payable to National Development Council and remit payment to: National Development Council 708 Third Avenue - Suite 710 ~lew York, NY 10017 Don't' forget to check out NDC's Website for information on the upcoming NDC Academy Hay 7th - 9th 2007 in the D.C. areal Go to www. nationaldevelopmentcouncil.org for additional information. We appreciate your prompt payment. Total $6,000.00