HomeMy WebLinkAboutPR 19160: TECHNICAL ASSISTANCE AGREEMENT, EDC Interoffice
MEMORANDUM
To: Mayor, City Council, City Manager
From: Floyd Batiste, CEO F3
Date: September 22, 2015
Subject: P. R. No. 19160; Council Meeting of September 29, 2015
ATTACHED IS PROPOSED RESOLUTION 19160
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, 2015 THROUGH SEPTEMBER 30, 2016 IN AN
AMOUNT NOT TO EXCEED $72,000.00; ACCOUNT NO.
120-1429-582.54.11
P.R. No. 19160
9/15/2015
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, 2015 THROUGH SEPTEMBER 30, 2016 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, 13-453 and 14-472,the City Council for the City of Port Arthur, Texas (the
"City") has approved various Technical Assistance Agreements between the City, the City of
Port Arthur Section 4A Economic Development Corporation ("PAEDC") and the National
Development Council ("NDC"); and
WHEREAS, the PAEDC Board of Directors 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 PAEDC Board of Directors approved entering into a new agreement
that will be effective from October 1, 2015 through September 30, 2016, in substantially the
same form attached hereto as Exhibit"A", at their regular meeting on September 14, 2015; 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 PAEDC Board of Directors 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, 2015 through September 30, 2016.
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., 2015,
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, PAEDC CEO
#1214711 Page 2
APPROV S TO FORM:
Cir del
Guy N. Goodson, PAEDC Attorney
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
#1214711 Page 3
APPROVED AS TO FORM:
\j ,
City Atto
EXHIBIT "A"
#1214711 Page 4
TECHNICAL ASSISTANCE AGREEMENT
This Technical Assistance Agreement is made and entered into this day of September
2015, 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 501 Procter 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 "NOC").
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, NOC 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 NOC do hereby agree as follows:
I. SCOPEOFSERVICES
The Clients acknowledge that NOC 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
NOC will provide the Clients with assistance they have requested which is generally described as
technical assistance and professional services. NOC 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 NOC. In performing the requested services, NOC 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
NOC agrees to commence work for the Clients effective October 1, 2015 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 NOC 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
independent contractor, NOC is responsible for all taxes and other benefits of the employees of
NOC and nothing contained herein shall be interpreted as creating a relationship of servant,
TECHNICAL ASSISTANCE AGREEMENT Page 1
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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first written above.
Approved as to form:
TECHNICAL ASSISTANCE AGREEMENT-Page 3
Valecia Tizeno,City Attorney Guy Goodson,General Counsel for PAEDC
CLIENTS: NOC:
City of Port Arthur Section 4A National Dev- .: 'at.. - - - a
Economic Development Corporation
By:
President Robe W! a ..rt, 'resident
By: Date:
Secretary
City of Port Arthur, Texas
By:
Floyd Batiste,City Manager
TECHNICAL ASSISTANCE AGREEMENT- Page4
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. NOC will, at the direction of Clients, assist in obtaining HOME, 108, CDBG and Float
financing.
5. NOC will provide technical assistance and advocacy in Clients' efforts to seek
awards of governmental monies and approval of various programs.
6. NOC 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. NOC may, at Clients' direction and under certain conditions, provide financing and
development assistance through its non-profit development affiliate NOC 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 NOC 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