HomeMy WebLinkAboutPR 18562: TECHNICAL ASSISTANCE AGREEMENT, EDC, NATIONAL DEVELOPMENT COUNCIL FOR THE PERIOD OF OCTOBER 1, 2014 THROUGH SEPTEMBER 30, 2015. Interoffice
MEMORANDUM
To: Mayor, City Council, Acting City Manager
From: Floyd Batiste, CEO
Date: September 22, 2014
Subject: P. R. No. 18562; Council Meeting on September 29, 2014
A RESOLUTION APPROVING A TECHNICAL ASSISTANCE
AGREEMENT BETWEEN THE CITY OF PORT ARTHUR,
TEXAS, THE CITY OF PORTARTHUR SECTION 4A
ECONOMIC DEVELOPMENTCORPORATION AND
NATIONAL DEVELOPMENT COUNCIL FOR THE PERIOD
OF OCTOBER 1, 2014 THROUGH SEPTEMBER 30, 2015 IN
AN AMOUNT NOT TO EXCEED $72,000.00; ACCOUNT NO.
120-1429-582.54-11
P.R. No. 18562
9/10/2014 CS
RESOLUTION NO.
A RESOLUTION APPROVING A TECHNICAL ASSISTANCE
AGREEMENT BETWEEN THE CITY OF PORT ARTHUR,
TEXAS, THE CITY OF PORT ARTHUR SECTION 4A
ECONOMIC DEVELOPMENT CORPORATION AND
NATIONAL DEVELOPMENT COUNCIL FOR THE PERIOD
OF OCTOBER 1, 2014 THROUGH SEPTEMBER 30, 2015 IN
AN AMOUNT NOT TO EXCEED $72,000.00; ACCOUNT NO.
120-1429-582.54-11
WHEREAS, pursuant to Resolution Nos. 06-113, 07-149, 08-199, 09-211, 10-182, 11-
191, 11-375, 12-453 and 13-453, the City Council for the City of Port Arthur, Texas has
approved various Technical Assistance Agreements 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"); and
WHEREAS, the Board of Directors of PAEDC reviewed the scope of work, the
performance of services, and technical assistance that NDC has provided for the preceding
twelve (12) months and has determined that NDC has met its obligations; and
WHEREAS, the Board of Directors of PAEDC approved entering into a new agreement
that will be effective from October 1, 2014 through September 30, 2015, in substantially the
same form attached hereto as Exhibit "A", at their regular meeting on September 9, 2014; and
WHEREAS, compensation to NDC for performance of the services listed in Exhibit
"A" is $6,000 per month, not to exceed $72,000 per year; and
WHEREAS, the Board of Directors of PAEDC has 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 between the City, PAEDC and NDC is approved in
substantially the same form attached hereto as Exhibit "A", and shall be effective for the twelve
(12) month period from October 1, 2014 through September 30, 2014.
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., 2014,
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:
Sherri Bellard, City Secretary
APPROVED:
Floyd Batiste, PAED CEO
#1110140 Page 2
APPR'/if 1 AS TO FO
Guy N. Goodson, PAEDC Attorney
APPROVED AS TO FORM:
\rdi i 1 -D
Valecia R. Tizen.,City Attorney
#1110140 Page 3
EXHIBIT "A"
#1110140 Page 4
TECHNICAL ASSISTANCE AGREEMENT
This Technical Assistance Agreement is made and entered into this day of
October, 201 4 by and between City of Port Arthur, Texas (the "City"), a municipal corporation
and the Port Arthur Section 4A Economic Development Corporation (hereinafter called "the
client"), 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 708 Third Avenue, Suite 710, 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 clients
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 have 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 NDC. 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 limitation State and Federal
officials and other local organizations.
II. DURATION, TERMINATION
NDC agrees to commence work for the Clients effective October 1, 2014 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.
III. COMPENSATION
The Clients shall compensate NDC for performance of services received hereunder in
the amount of $6,000 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
TECHNICAL ASSISTANCE AGREEMENT-Page 1
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 Assistance Agreement evidences Clients' acceptance of
such 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 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 details 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 keep 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 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 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, in 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 overnight mail and
in all events with a written acknowledgment of receipt to the address set forth at the beginning
of this Agreement.
4.7 Responsibility for Claims:
a. Clients will indemnify and hold harmless NDC, its directors, officers, agents,
representatives, contractors, and employees against any and all claims, demands, or causes of
TECHNICAL ASSISTANCE AGREEMENT-Page 2
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
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, 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 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 Assignment. 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 Dispute Resolution. If all three parties agree, 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 parties may require additional provisions which
will govern the agreement between the parties by attaching hereto such additional provisions as
Exhibit "B".
4.14 Entire Agreement. 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.
TECHNICAL ASSISTANCE AGREEMENT-Page 3
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 pre-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 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 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. This 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 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 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.
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
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
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year First written above.
Guy Goodson, General Counsel for PAEDC
CLIENTS: NDC:
City of Port Arthur Section 4A National Development Council
Economic Development Corporation
By: By:
President Robert W. Davenport, President
By: Date:
Secretary
By:
Floyd Batiste, CEO
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