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HomeMy WebLinkAbout08-24-09 agreement LPRDA, TIRZ, CLP, and Hawes Hill Calderon LLPAGREEMENT BY AND BETWEEN LA PORTE REDEVELOPMENT AUTHORITY, REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, AND HAWES HILL CALDERON LLP This agreement is made by and between La Porte Redevelopment Authority and Reinvestment Zone Number One, City of La Porte," (the "Clients") and Hawes Hill Calderon LLP (the "Contractor"). WITNESSETH: WHEREAS, the Clients desire that the Contractor provide certain professional and administrative services; WHEREAS, the Contractor has the employees, office operations, and knowledge to ably provide the professional and administrative services required by the Clients; NOW THEREFORE, for and in consideration of the premises and mutual covenants and agreements herein contained, it is agreed as follows: I. Engagement of Contractor The Clients hereby engage the Contractor, and the Contractor hereby agrees to provide, furnish, or perform certain professional and administrative services with respect to the Zone and Public Improvement District including the services described on Exhibit A, annexed hereto. Such services herein collectively referred to as the "Services." if. Compensation and Reimbursement to Contractor For and in consideration of the professional services to be performed by the Contractor specified in Exhibit "A," Scope of Professional Consulting and Management Services, of this Agreement, the Client agrees to pay the Contractor a fixed fee of TWO THOUSAND DOLLARS ($2,000.00) per month for project management services performed on behalf of the Clients and ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) per meeting of the Board of Directors of the La Porte Redevelopment Authority and Reinvestment Zone Number One, City of La Porte, and % of I % of the par amount of each bond series issued, if any, for services performed in connection with issuance of bonds. Reimbursable out-of-pocket expenses and other expenses and charges incurred by the Contractor in performing the Services under this Agreement shall be made on a monthly basis upon submission by the Contractor of invoices and other documentation setting forth such expenses and charges; provided, however, all expenses and charges proposed to be incurred by the Contractor for the performance of the Services shall be subject to the Clients' prior written approval. The Schedule of Maximum Charges and Rates of Hawes Hill Calderon LLP for the performance of the Services by the Contractor under this Agreement as set forth on Exhibit "B" attached hereto for reference are hereby approved by the Clients. The Clients expressly disclaim any liability for reimbursement to the Contractor of any amounts in excess of those approved in writing by the Client. Contractor shall tender to the Clients a detailed invoice of the services performed and the allowable reimbursable expenses incurred to the Clients each month during the term of this Agreement. Payments on account of services rendered and for reimbursable expenses incurred shall be made within 30 days after the Clients receive Contractor's detailed invoice therefor. .In the event of a disputed or contested invoice, the Clients may withhold any such disputed or contested amount without penalty. III. Administrative Policies and Procedures The Contractor shall conduct the administrative activities of the Clients in accordance with the instructions and guidance of the Clients. IV. Accounts, Records, Accounting Reports and Audits The Contractor shall maintain the books of records and accounts of the Clients in order to establish the amount due by the Clients to the Contractor in accordance with this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. The Contractor shall provide free access to the Clients and allow for inspection and audit of all work, data, documents, proceedings, and activities related to this Agreement. Such right of access and audit shall continue for a period three (3) years from the date of termination of this Agreement. V. Compliance With Applicable Laws Concerning Redevelopment Authorities Local Government Corporations, Tax Increment Reinvestment Zones and Public Improvement Districts The Contractor, in performance of its duties under this Agreement for the Clients, will comply of with all applicable provisions of Texas law and municipal ordinances concerning redevelopment authorities, local government corporations, tax increment reinvestment zones and public improvement districts under which these entities are created. VI. Right of Ownership All data, information, maps, books, reports, files, photography, artwork, software, equipment, and materials purchased, created or maintained by the Clients or purchased, created or maintained by the Contractor on behalf of the Clients shall remain the property of the Clients. It shall be clearly marked as property of the Clients in such manner that it may at any time be removed from the premises of the Contractor. V11. Laws to be Observed In performing its obligations under this Agreement, the Contractor at all times shall observe and comply with all federal and state laws, local laws, ordinances, orders, and regulations of the federal, state, county, or city governments. The federal, state, and local laws, ordinances, and regulations which affect those engaged or employed in the work, or the equipment used in the work, or which in any way affects the conduct of the work, shall be at all times in effect, and no pleas of misunderstanding will be considered on account of ignorance thereof. 7 VIll. Successors and Assigns This Agreement shall bind and benefit the respective parties and their legal successors, and shall not be assignable, in whole or in part, by any party hereto without first obtaining the written consent of the other party. Nothing herein shall be construed as creating any personal liability on the part of any officer or director of the Authority or the Zone. IX. Character of Workers and Work Services provided for under this Agreement are being performed for the public benefit. The employees provided by the Contractor shall be competent and careful workers skilled in their respective trades. In performing its obligations under this Agreement, the Contractor shall not employ any person who engages in misconduct or is incompetent or negligent in the performance of his or her duties. The Clients retain the right to require the Contractor to remove from the performance of services provided for under this Agreement any employee who engages in (1) unethical or unprofessional conduct, (2) misconduct or other discourtesies toward the public, (3) conduct inconsistent with sound business practices or (4) other conduct inconsistent with the performance of work in an acceptable manner and at a satisfactory rate of progress to the Clients. Nothing herein is intended to, and the parties agree that this Agreement does not, create any third party beneficiary rights for any employee or other person. It is intended that any employee who engages in any services provided for under this Agreement is an employee -at -will of the Contractor. X. Conflict of Interest In keeping with Contractor's duties to the Clients, Contractor agrees that it shall not, directly or indirectly, become involved in any conflict of interest, or upon discovery thereof, allow such a conflict to continue. Moreover, Contractor agrees that it shall promptly disclose to the Clients any facts, which might involve any reasonable possibility of a conflict of interest. XI. Term and Termination This Agreement shall become effective as of the date executed by the Client and the Contractor as set forth on the signature page hereof and shall continue in force for a period of two (2) years from the date of execution, at which time this Agreement may be extended and the scope amended by mutual agreement of both parties. Either party may terminate this Agreement without cause at any time by giving the other party at least sixty (60) days' prior written notice thereof, specifying in such notice the effective date of such termination. In the event of termination, it is understood and agreed that only the amounts due the Consultant for services provided and expenses incurred to the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. 3 XII. Amendment or Modification Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment, or modification only upon the written consent of the parties hereto. XIII. Disclaimer of Political Support or Affiliation The Clients expressly disclaim any political support or affiliation with the Contractor. Further, the Clients prohibit the Contractor, and the Contractor hereby agrees to comply with such prohibition, from expending any Zone or Authority funds, directly or indirectly, including any funds to be reimbursed by the Zone or Authority, on any political candidate, cause, party, organization or activity. (EXECUTION PAGE FOLLOWS) 4 AGREED AND ACCEPTED THIS DAY OF L9�—u(,i' )z 2009. On Behalf of Reinvestment Zone Number One: By: Name:Ckavt;d'W. Hawes, Managin—g—Pa' Hawes Hill Calderon, UP ATTEST: By: Name: It c A V- Title: it r By: Name:8ai, Rdinvestinenf Zone Number One City of La Porte And on Behalf of La Porte Place Redevelopment Authority: By: Name: David W. Hawes, Managing art Hawes Hill Calderon,'LP ATTEST: Name: Title:— By: yo'Ar;�61 4�a� Name: Xhai r a�V La Pedeverr�IUent Authority Exhibit "A" Scope of Professional Consulting and Management Services Hawes Hill Calderon, LLP, will provide the following services: Professional Consulting and General Administration • Assign principal consultant David Hawes as the Authority's Executive Director/Zone Administrator and lead consultant responsible for managing and directing all professional team services provided to and on behalf of the Authority and Zone and their respective Boards of Directors as well as to the Public Improvement District • Provide full professional management, administrative and technical support services to the Authority, Zone and District • Serve as the Clients' liaison and advocate with the City of La Porte, Harris County, agencies and departments of the State of Texas, and other interested parties • Provide expert testimony in public meetings and proceedings as requested by the respective Boards of Directors • Coordinate and provide professional services in conjunction with Clients' attorney concerning legal matters related to Board operations, implementation of Zone plan, and development agreements • Assist developers with regard to their development projects within the Zone • Work with City to resolve infrastructure issues as they arise • Work with developers to ensure that development agreement procedures are followed • Coordinate and work with City to prepare financing packages to reimburse developers for eligible project - related costs defined in each developer reimbursement agreement. This includes, but is not limited to, providing the City with necessary zone information, verifying eligible project costs and providing information briefings to elected City officials. Board Development and Administration • Coordinate and arrange all meetings of the respective Boards of Directors and their committees • Prepare all meeting agendas and ensure proper notification is made in accordance with state statutes and such other governing documents as may apply • Take and prepare minutes of Board meetings • Prepare resolutions, certificates and other official documents as may be required • Assemble and distribute reports and information packets for use at Board meetings • Develop and implement an orientation program to assist new Board members to carry out their duties and responsibilities and to understand the Zone's history, policies and procedures, and pertinent laws Information and Communications Management • Provide GIS and database management services as required • Assist in the coordination, communication and interface between the Boards of Directors, government officials and employees, contractors, developers, property owners, residents, and others regarding planned and actual Zone projects • Prepare or cause to be prepared reports, maps, charts and exhibits as requested by the respective Boards of Directors • Receive inquiries and respond to property owners, real estate agents and brokers, and other interested parties with respect to development issues that pertain to the Zone and the Redevelopment Authority • Maintain records and files of the Authority and Zone consistent with the Texas Public Information Act, the Local Government Records Act, and all other applicable laws, rules and regulations • Monitor regulations and comply with reporting requirements of Secretary of State, City of Houston, and other regulatory bodies Financial Administration • Oversee all accounting and financial administration procedures of the Authority, Zone, and District • Administer the Authority, Zone and District budgets, including tracking income and monthly expenses in reference to die annual budget, monitoring expenses, preparing budget reports, assisting with annual budget preparation. • Provide staff support to the Authority's Investment Officer, which includes the following: Maintain the Authority's compliance with the Public Funds Investment Act and Public Funds Collateral Act 2. Prepare and submit required annual disclosure statements to the Texas Ethics Commission 3. Compile and present information regarding investment opportunities that conform to the District's Investment Policy, Public Funds Investment Act and the Public Funds Collateral Act 4. Prepare quarterly investment reports for the Investment Officer's certification and presentation to the Board of Directors 7 S. Provide the Investment Officer with information regarding required biannual training programs 6. Assist Investment Officer and Board of Directors in an annual review and revision of the District's Investment Policy 7. Arrange for Authority's independent audit, providing necessary information and documentation 8. Oversee the Clients' consultant responsible for tracking zone values to assure that Clients' receive all monies due 4. Coordinate and work with financial consultants, the City of La Porte, and others on preparation of documents, financial projections, and related information required to carry out bond sales Contract Administration and Project Management • Prepare requests for proposals for professional services and bids for contract services as needed and as determined by the Boards of Directors • Analyze proposals and bids from prospective contractors and provide summary analyses for consideration of the Boards of Directors in decision -making • Provide management oversight for all contractors, including such service providers as engineering/project management consultants, legal counsel, bookkeepers and financial advisors, public infrastructure construction contractors, security services, landscape services, and others that the Clients may employ from time to time • Interface with developers on development, financing, and property acquisitions issues Bond Services • Provide management oversight over the bond process • Provide communications and technical support with regard to the production of bond documents. • Interface with zone consultants, underwriters, rating agencies, and bond insurance companies with regard to the effective pricing and sale of contract revenue bonds • Produce economic base data to support the sale of the bonds. 8 Exhibit "B" Schedule of Maximum Charges and Rates of Hawes Hill Calderon LLP Professional consulting and general administration monthly fixed fee: $2,000.00 • Board Development and Administration bid as package • Information and Communications Management bid as package • Financial Administration bid as package • Contract Administration and Project Management bid as package • Bond Services '/ of 1 % of the par amount of each bond series Board meeting preparation, attendance and follow-up $1,500 per meeting Out-of-pocket expenses including, without limitation, the following: actual cost • prints, photocopies, reproductions, graphics, art supplies • postage, deliveries • long distance telephone calls • posting, fling and submittal fees • publication of public notices • parking fees and tolls • travel, lodging and incidentals Automobile mileage directly attributable to this project shall be charged at the current rate allowable under Internal Revenue Service regulations. 0