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HomeMy WebLinkAboutPR 11627 S. E. TX WHEEL WORKSPort Arthur Economic Development Corporation P. (). Box 1089 · Port Arthur, texas 77f)41 1039 409/98 /-8195 · 409/98¥8222 fax Emai[: eclt:g~polMrthLirt(~xas.com · Memo To: Mayor, City Council and City Manag~ and City Attorney From: Ike Mills, Interim Executive Director ~ Date: January 18, 2002 Re: P.R. No. 11627 a Resolution authorizing the Executive Director of the Port Arthur Section 4A Economic Development Corporation to Execute an Agreement between Port Arthur Section 4A Economic Development Corporation and Southeast Texas Wheel Works. Attached is P.R. No. 11627 authorizing the Executive Director of the Port Arthur Economic Development Corporation to execute an agreement between the Port Arthur Section 4A Economic Development Corporation and Southeast Texas Wheel Works, Inc. that will provide Port Arthur Citizens with upgraded propeller repairfiabrication facility with a grant in the amount of $150,000. The Board of the Section 4A Economic Development Corporation approved a grant of $150,000 to the Southeast Texas Wheel Works, Inc. On September 11, 2001 the company submitted an application for $201,591.92 wherein they will contribute $25,000 of their own money or from other sources. They have asked or will ask for a $ 25,000 line of credit from Community Bank. They reduced their proposed project to approximately $150,000 after discussions with the EDC board. The corporation was formed in July 2001. The finandat statements of some of the principals are available to be reviewed in our offices if members of the City Council desire to review them. P.R. NO 11627 1/9/02 bjm RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR OF THE PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION TO. EXECUTE AN AGREEMENT BETWEEN THE EDC AND SOUTHEAST TEXAS WHEEL WORKS, INC. THAT WILL PROVIDE PORT ARTHUR CITIZENS WITH AN UPGRADED PROPELLER REpAIR/FABRICATION FACILITY, WITH A GRANT THEREFOR IN THE AMOUNT OF $'150,000. WHEREAS, on January 8, 2002 the Port Arthur Section 4A Economic Development Corporation approved by a vote of 4 Directors for and 0 against to authorize the Executive Director to enter an agreement with Southeast Texas Wheel Works, to provide the City of Port Arthur with a propeller repair/fabrication industrial service operation, leasehold improvements for a facility to house same, and training of prospective employees related to the upgraded facility at 945 Houston Ave, Port Arthur; and WHEREAS, this new upgraded facility will provide for 12 new jobs over 3 years; and WHEREAS, pursuant to Section 8.19 of the bylaws, the Economic Development Corporation has to submit projects to the City Council for review and approval. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT the City of Port Arthur hereby authorizes the Executive Director of the Port Arthur Economic Development Corporation to execute an agreement between the Port Arthur Economic Development Corporation and Southeast Texas Wheel Works, Inc. in substantially the same form as Attachment 1. THAT the company shall certify that it will create new jobs that pay at least 90% of the average weekly wage for Jefferson County as provided by Section 38 of Article 5190.6 V.T.C.A. and whereas the PAEDC shall not pay more that one- half the actual cost of the job training for the 12 persons to be hired. THAT P.A.E.D.C. shall not pay for e~penditures or expenses by Southeast Texas Wheel Works, Inc., prior to the execution date of this agreement. THAT Southeast Texas Wheel Works, Inc., will sign a certification that no funds were used to lobby the City of the P.A.E.D.C. THAT the P.A.E.D.C. audit reports shall be available to the public, excluding information that is deemed confidential under the Section 552 et.seq. of the Government Code. 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. 2002, 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: CAROLYN DIXON, CITY SECRETARY APPROVED AS TO FORM MARK SOKOLOW, CITY ATTORNEY APPROVED FOR ADMINISTRATION: STEPHEN FITZGIBBONS, CiTY MANAGER APPROVEDFOR SECTION 4A ECONOMIC DEVELOPMENT CORPORATION: IKE MILLS, INTERIM EXECUTIVE DIRECTOR APPROVED AS TO THE AVAILABILITY OF FUNDS: REBECCA UNDERHILL, DIRECTOR OF FINANCE CiTY OF PORT ARTHUR PORT ARTHUR ECONOMIC DEVELOPMENT CORPORATION ECONOMIC INCENTIVE CONTRACT This Economic Incentive Contract is entered this the __ day of ,2002, with an effective date of ,2002, by and between the Port Arthur Economic Development Corporation and Southeast Texas Wheel Works, Inc. (the "Recipient"). RECITALS WHEREAS, the Recipient operates as a Texas corporation that will proyide Port A~thur's citi~:ens with (i) a propeller repair/fabrication operation, (ii) leasehold improvements for a facility to house same and, (iii) training of prospective employees related to the foregoing, all of the foregoing hereinafter sometimes jointly referred to as the "Eacility", and, N WHEREAS, the EDC has funds derived from sales tax revenue that is available for economic development projects as defined under Article 5'190.6 V.T.C.A., and WHEREAS, these projects must be approved by the City of Port Arthur, and, WHEREAS, projects undertaken by the Recipient pursuant to this Contract must principally be for economic development as has been determined by the parties and as established under the guidelines of Article 5'i 90.6 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 Port Arthur 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 Southeast Texas Wheel Works, Inc., (hereinafter called "Recipient") acting herein by its President, duly authorized by its Board of Directors. Recipient agrees by the execution hereof, that it is bound to the obligations and to the pedormance of the tasks described herein. SECTION 2. CONTRACTPERIOD This Agreement shall commence on the date that it is signed by the EDC Executive Director and shall terminate in thirty-six (36) months, unless otherwise specifically provided by the terms of this Contract. SECTION 3. PERFORMANCE BY RECIPIENT The Recipient shall operate, modify and/or remodel its Facility within the City of Port Arthur. 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 employ not less than twelve (12) new employees within the initial thidy-six (36) months after the effective date hereof (the "employment obligation"). The timing of said employment shall be as detailed in Exhibit C attached hereto and indorporated herein for all purposes. The Recipient shall perform all activities in accordance with the Performance Statement attached hereto as Exhibit A, the Budget attached hereto as Exhibit B, the Project Implementation Schedule attached hereto as Exhibit C, the Applicable Laws and Regulations attached hereto as Exhibit D, the Certifications attached hereto as Exhibit E, and the assurances, certifications and other statements, representations and warranties made' by the Recipient in its application for the project funded under the terms and conditions of this Agreement. It shall be Recipient's responsibility to furnish its own acco.unting services including clerical, statistical and bookkeeping for expenditures made by the Recipient in pedormance 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 on a conditional grant/loan basis, not to exceed the limitation of liability declared herein, for actual and reasonable costs incurred by Recipient for "Authorized Expenditures" defined hereinabove. This 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. 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. 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. In the event of such termination by the EDC, the EDC shall 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. 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 4 of this Agreement. Recipient shall not use the funds conditionally granted herein for any purpose(s) other than that specifically disclosed herein and as fudher disclosed within that certain application made by or on behalf of Recipient, which application is incorporated herein for all purposes. Funds conditionally granted by the EDC hereunder shalI not be utiIized by Recipient for repayment of costs, expenditures or expenses incurred prior to the date of this Agreement unless specifically disclosed in writing by Recipient as part of or incident to Recipient's application. EDC shall not be liable for costs incurred or performances rendered by Recipient before commencement of this Contract or after termination of this Contract. Notwithstanding the foregoing, Recipient shall be authorized t(~ submit for reimbursement of Authorized Expenditures incurred prior to the execution date of this Contract, subiect to the maximum liability limit detailed in Section 4B. Fundinq Limits Subject to the limitations provided herein, the EDC shall provide a conditional grant to Recipient in the amount of not more than. $150,000. SECTION 5. DEFAULT/REFUND OBLIGATIONS In tSe event Recipient defaults in performance of its obligations hereunder, including failure to meet the new employment schedule attached here. to as Exhibit C (Employment Obligations) 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. FURTHER, AS PROVIDED IN SECTION 5 (B) HEREIN, THE EDC MAY RECOVER FRoM RECIPIENT ALL OR A PORTION OF THE CONDITIONAL GRANT MADE THE BASIS OF THIS AGREEMENT. In the event the EDC demands that Recipient reimburse all or any part of the funds advanced hereunder, same shall be due and payable immediately upon tender of EDC's demand advising of Recipient's fuII or partial default. In the event Recipient fails to reimburse said funds within thirty (30) days of the tender of written demand by EDC, in addition to reimbursement of the principle funds advanced hereunder, Recipient shall further be obligated to reimburse EDC interest on said advanced funds at the rate of fifteen (15%) percent per annum, accruing from thirty days subsequent to EDC's default notice. Further, in the event of default and failure of the Recipient to reimburse to EDC the funds advanced hereunder, the EDC shalI further be entitIed to recover its reasonable and customary attorney's fees and costs of Court incurred in collection of said obligation. 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. 3 SECTION 6. OBLIGATIONS TO MAINTAIN RECORDS Recipient must establish and maintain sufficient records, as reasonably determined by the EDC, to account for the expenditure and utilization of funds received by Recipient from the EDC under the terms and conditions of this Agreement. Recipient shall maintain records of the receipt and disposition of all grant funds provided hereunder as necessary to allow the EDC to audit and verify proper utilization of said funds in compliance with this Agreement and the representations and warranties contained herein and in Recipient's application. Recipient shall provide reports of utiIization of said grant funds, as reason to be requested by the EDC, and upon final termination of this contract. SECTION 7. RETENTION AND ACCESSIBILITY OF RECORDS Recipient shall give the EDC, or any of its duiy authorized representatives, access to and right to examine all books, accounts, reco~rds, repods, files and other papers, things or property belonging to or in use by Recipient pertaining to this Agreement. Such rights to access shali continue as long as the records are maintained by Recipient. Recipient agrees to maintain such records in an accessible location. 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. Further, records relating to real property acquisition, including any long-term lease, shall be retained for a period equal to the useful life of any repairs made by the Recipient utilizing EDC funds. All records pertinent to this Contract shall be retained by Recipient for three years following the date of termination of this Contract or submission of the final close-out report, whichever is later, with the following exceptions: If any litigation, claim or audit is started before the expiration of the three year period and extends beyond the three year period, the records will be maintained until all litigation (including any appeal), claims or audit(s) involving the records have been resolved. Records relating to real property acquisition or long-term lease shall be retained for a period equal to the useful life of any repairs made with EDC funds. SECTION 8. REPORTING REQUIREMENTS 4 Recipient shall submit to EDC such reports on the operation and per[ormance of this Contract as may be required by EDC including but not limited to the reports specified in this Section 8. Recipient shall provide EDC with all reports necessary for EDC compliance with Article 5190.6 V.T.C.A. 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 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 withheId 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 requireme, nt~ despite written demand by EDC, after expiration of thirty (30) days from the date of said written notice, EDC, at its sole option, may termina!e this Agreement and demand reimbursement of all, or any portion thereof, of the funds advanced hereunder. SECTION 9. MONITORING The EDC reserves the right, from time to time, to carry out field inspections/audits to ensure compliance with the requirements of this Agreement. Recipient shall attend a compliance meeting after the notice of award of funds provided herein and prior to the first draw of any such funds. After completion of any such audit, the IEDC, at its option, may provide the Recipient with a written report of the audit findings. If the audit report details deficiencies in the Recipient's performance under the terms and conditions of this Agreement, the EDC may establish requirements for the timely correction of any such deficiencies by the Recipient. SECTION 10. 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 11. SUBCONTRACTS Recipient may not subcontract for performances described in this Contract without obtaining EDC's written approval, which may be withheld for any reason. Recipient shall only subcontract for performance described in this Contract after Recipient has submitted Subcontractor Eligibility Request, as specified by EDC, for each proposed subcontract, and Recipient has obtained EDC's prior written approval, based on the information submitted, of Recipient's intent to enter into such proposed subcontract Recipient, in subcontracting for any performances described in this contact, expressly understands that in entering into such subcontracts, EDC is in no way liable to Recipient's subcontractor(s). In no event shall any provision of this Section 11, 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 performances rendered were rendered by Recipient. EDC's approval under Section 11 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 11, EDC does not waive any right of action which may exist or which may subsequently accrue to EDC under this Contract. Recipient, as well as all of its approved subcontractors, shall comply with all applicable federal, state, and local Paws, regulations, and ordinances for making procurement under this Contract. SECTION 12. CONFLICT OF INTEREST No person who (1) is an employee, agent, officer or elected or appointed official of the City of Pod Adhur or the EDC and who exercises or has exercised any functions or responsibilities with respect to activities assisted with funds provided under this Contract or (2) who is in a position to participate in a decision making process or gain 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 Arficle 5190.6 V.T.C.A. and Chapter 171 Local Government Code V.T.C.A. SECTION 13. NONDISCRIMINATION/EMPLOYMENT/REPORTING Recipient shall ensure that no person shall on the grounds of rr'"e, color, religion, sex, handicap, or nationat origin be excluded from participation in, e denied the benefits of, or be subjected to discrimination under any program or activity ft, ~ded in whole or in part with funds provided under this Contract. Funds shalI be used in accordance with the following requirements: To the greatest extent feasible, opportunities for training and employment arising in connection with the planning and carrying out of any project assisted with EDC funds provided under this Contract be given to Porf Arthur residents; and To the greatest extent feasible, contracts for work to be performed in connection with any such project be awarded to Port Arthur residents and businesses, including, but not limited to, individuals or firms doing business in the field of planning, consulting, design, architecture, building construction, rehabilitation, maintenance, or repair, which are located in or owned in substantial pad by persons residing in the City of Port Arfhur. The Recipient shall notify the Economic Development Corporation of employment opportunities as to give the EDC a reasonable opportunity to forward names and resumes of Pod Arthur residents. The Recipient shall advertise in the Port Arthur News as to all contracting employment and/or training opportunities. Beginning on the 6 month anniversary of the Contract and continuing at each 6 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 ii) 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, iv) residence of the employee(s) and, (vii) any other information reasonably requeste¢ by EDC. Further, said report shall provide similar information on all terminations (whether voluntary or otherwise) ocqurring during the same period. SECTION 14. LEGAL AUTHORITY Recipient assures and guarantees that Recipient possesses legal authority to enter into this Contract, receive funds authorized by this Contract, and tq perform the services Recipient has obligated to perform hereunder. The person or persons 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, she or they have been duly authorized by Recipient to execute this Contract on behalf of Recipient and to validIy and legally bind Recipient to all terms, performances, and provisions herein set forth. SECTION 15. LITIGATION AND CLAIMS Recipient shall give EDC immediate notice in writing of 1) any action, including any proceeding before an administrative agency flied against Recipient in connection with this Contract; and 2) any claim against Recipient, the cost and expense of which Recipient may be entitled to be reimbursed by EDC. Except as otherwise directed by EDC, Recipient shall furnish immediately to EDC copies of all pertinent documentation of any kind received by Recipient with respect to such action or claim. SECTION 16. CHANGES ANDAMENDMENTS 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. 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 effectiv~ performance of this Contract by both parties, it is agreed by the parties hereto that the pedormances 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 shall have the effect of qualifying the terms of this Contract and shall be binding upon Recipient, as if written herein, provided however that said policy directives and any amendments to the EDC Program shall not alter the terms of this Contract so as to release EDC of any obligation specified in Section 4 of this Contract to reimburse costs incurred by Recipient prior to the effective date of said amendments or policy directives. Any alterations, additions, or deletions to the terms of this Contract which are requirpd by changes in FederaI, 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 17. SUSPENSION In addition to the additionaf remedies provided hereunder, in the event Recipient fails to comply with any terms of this Contract, EDC may, upon written notification to Recipient, suspend this Contract in whole or in part and withhold further payments to Recipient, and prohibit Recipient from incurring additional obligations of funds under this Contract. SECTION 1 8 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: Withhold, whether temporarily or otherwise, disbursement of grant proceeds pending correction of the deficiency(s) by Recipient; Disallow all or a part of the grant expenditure which is not in compliance with the terms and conditions of this Agreement or in compliance with the representations and warranties contained within this Agreement and the Recipient's application to the EDC; 3. Withhold and/or disaIlow further EDC grants to the Recipient; and 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. Notwithstanding the foregoing, if Recipient fails to fuIly and completely comply with its obtigations 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 and demand reimbursement of all, or any portion thereof, of the funds advanced hereunder as provided more particularly in Section 5B hereinabove. tn 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 19. ~UDIT Unless otherwise directed by EDC, Recipient shall arrange for the performance of an annual financial and compliance audit of funds reSeived and performances rendered under this Contract, subject to the following conditions and limitations: Recipient shall have an audit made for any of its fiscal years included within the contract period specified in Section 2 of this Contract in which the Recipient receives more than $25,000 in EDC financial assistance provided by EDC in the form of grants, contracts, loans, loan guarantees, property, cooperative agreements, interest subsidies, or direct appropriations. At the option of Recipient, each audit required by this section may cover either Recipient's entire operations or each department, agency, or establishment of Recipient which received, expended, or otherwise administered EDC funds; Unless otherwise specifically authorized by EDC in writing, Recipient shall submit the report of such audit to EDC within thirty (30) days after completion of the audit, but no later than one (1) year after the end of each fiscal period included within the period of this Contract. As a part of its audit, Recipient shall verify expenditures according to the Budget attached as Exhibit 13. Notwithstanding Subsection A of this Section 19, EDC reserves the right to conduct annual and/or semiannual financiaI 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. Recipient understands and agrees that it shall be liable to immediately reimburse EDC for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this Contract. Recipient shall take all necessary actions to facilitate the performance of such audit or audits conducted pursuant to this Section '19 as EDC may require of Recipient. All approved EDC audit reports ,shall be made available for public inspection within 30 days after completion of the audit. SECTION 20. ENVIRONMENTAL CLEARANCE REQUIREMENTS Recipient understands and agrees that by execution of this Contract Recipient shall be responsible for providing to EDC all information, concerning this EDC funded project, required for EDC to meet its responsibilities for environmental review, decision making, and other action which applies to EDC in accordance with and to the extent specified in Federal, State and Local Law. Recipient further understands and agrees that Recipient shall make. all reasonable efforts to assist EDC in handling inquiries and complaints from persor~s and agencies seeking redress in relation to environmental reviews covered by approved certifications. SECTION 21. SPECIAL CONDITIONS EDC shall not release any funds for costs incurred by Recipient under this Contract until EDC has received certification from Recipient that its fiscal control and fund accounting procedures are adequate to assure proper disbursal of and accounting for funds provided under this Contract. EDC shall specify the content and form of such certification. SECTION 22. ORAL AND WRITTEN CONTRACTS 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. The attachments enumerated and denominated below are hereby made a part of this Contract, and constitute promised performances by Recipient in accordance with Section 3 of this Contract: 2. 3. 4. 5. Exhibit A, Performance Statement Exhibit B, Budget (where applicable) Exhibit C, Project ImpIementation Schedule Exhibit D, ApplicabIe Laws and Regulations Exhibit E, Certifications SECTION 23. VENUE For purposes of litigation pursuant to this Contract, venue shall lie in Jefferson County, Texas. ]0 SECTION 24. ADDRESS OF NOTICE AND COMMUNICATIONS Port Arthur Economic Development Corporation 444 4th Street Port Arthur, Texas 77640 ATTN: Ignacious "lke" Mills, Interim Executive Director Southeast Texas Wheel Works, Inc. P.O. Box 1276 945 Houston Avenue Port Arthur, TX 77642 AT.TN: Mark Beard, President SECTION 25. 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 26. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS Recipient shall comply with ail Federal, State and local laws, statutes, ordinances, resolutions, rules, regulations, orders and decrees of any court or administrative body or tribunal reIated to the activities and performances of Recipient under this Contract. Upon request by City, Recipient shall furnish satisfactory proof of its compliance herewith. APPROVED AS TO FORM: James Wimberley, PAEDC Counsel SIGNED on lh~ day of 2002. Port Adhur Economic Development Corporation By: Interim Executive Director Witnessed SIGNED on the day of , 2002. XSoutheast Texas Wheel Works, Inc, By ]ts: Witnessed ]2 EXHIBIT A Performance Statement Recipient's performance: Recipient shall complete construction as necessary and commence operations of the Facility as defined and detailed in Section 3. In addition, Recipient shall train and employ new employees in the minimum numbers detailed in Section 3 and within the time frame detailed in Exhibit C. Funding Parameters: Recipient shall receive a conditional grant/loan up to the maximum sum of $150,000, which loan shall bear conditional interest at the rate of 15% per annum as detailed more particularIy ip Section 5(B) of the Agreement. The funds shall be utilized by Recipient and/or advanced on behalf of Regipient solely 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 instatlation of equipment, furniture and fixtures to be utilized in operation of the business operations which comprise the Facility, and completion of training of new/prospective employees to be employed at the Facility. Funds hereunder shall be advanced to Recipient by EDC, subject to the maximum sum of $150,000, sotely 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 advance and/or reimbursement are for costs/expenses which constitute Authorized Expenditures. Recipient agrees to complete construction of improvements to the Facility and complete acquisition of all furniture, fixtures, equipment, software and other components utilized in operation of the Facility together with acquisition of employee training, within six (6) 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. 1.3 "Budget" APPLICATION OF LOAN OR INVESTMENT Southeast Texas Wheel Works List of Needs With Prices: 1.16' Low Boy Trailer 2.4 Ton Fork Lift 3.5 Ton Hoist 4. Overhead Trolley & Bridge 5.2 Hydraulic Pmnp With Rams 6. Pitchip. g Stands With Arbors 7. Balance Stands With Shafts 8. Welding Machines: (Stick) 9. Welding Machine: (Mig) 10. Welding Machine: (Heliarc) 11. Grindem: 10 units $178.96 per unit 12. Computer & Program For System 13. Tilt Stands For Propeller Travel 14. Welding Stands 15. Grinding Stands 16. Portable Welding 17. Building Improvements 18. Exhaust Fans: 4 x $750.00 19. Pitch Meters 20.24' Goose Neck Trailer 21. Typewriter 22. Fax Machine 23. Personnel Training: 4 People ~ $2,500.00 2'x $20,000.00 2 x $1,108.00 2,000.00 21,404.75 6500.00 4461 .O0 8,000.00 · 40,000.00 8,823.00 2,216.00 1,650.00 2,228.01 1,780.96 3,382.56 2,000.00 1,400.00 600.00 4,?35.39 15,000.00 3,000.00 4,200.00 6,000.00 280.00 300.00 10,000.00 Total Dollars: $149,961.67 EXHIBIT C Project h'nplementation Schedule CONTRACT START DATE: IMPLEMENTATION SCHEDULE CONTRACT ENDING DATE: MONTHS Activities 6 12 18 24 30 36 Leasehold Improvement / X Cbnstruction / Start up _ __ Complete Purchase of X ~ I Equipment / Fixtures _ Complete Employee Training X Hire new full-time empIoyees 4 8 12 General Administration X X X X X X Final Report & Close-out .,X X X X X X 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, completion of employee training, and commence actual operation of the Facility, including all businesses located therein, on or before the expiration of six (6) months from the effective date of this Contract. Recipient shall operate continuously the Facility for a minimum period of thirty-six (36) months, which thirty-six (36) months shall commence from the effective date of this Contract. 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 Articies 5190.6 V.T.C.A EXHIBIT E Certification Regarding Lobbying for Contracts, Grants, Loans, and Cooperative Agreements The undersigned cedifies, to the best of his knowledge and belief, that: No federal appropriated 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; an officer or employee of congress, or an employee of a member of congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreeme'nt, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federal appropriated funds have been paid or will be'i~aid 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 in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit standard form -LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all Subrecipients shall certify and disclose accordingly. This certification is material representation of fact which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $100,000 for each such failure. Signed: Southeast Texas Wheel Works, Inc. Recipient By: Its: Date: