HomeMy WebLinkAbout027528 RES - 12/11/2007Page 1 of 2
A RESOLUTION
APPROVING A PERFORMANCE BASED AGREEMENT
BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION (4A BOARD) AND TURNER
INDUSTRIES GROUP, L.L.C. GRANTING $'1,850,000 IN
BUSINESS INCENTIVES FOR THE CAPITAL INVESTMENT OF
$10,000,000 AND THE CREATION AND RETENTION OF 185
FULL-TIME JOBS
WHEREAS, there is a need for an agreement between the Corpus Christi
Business and Job Development Corporation and Turner Industries Group, L.L.C.
to grant $1,850,000 in business incentives to Turner Industries Group, L.L.C.,
(TIG) for the capital investment of $10,000,000 and the creation and retention of
185 full-time jobs in Corpus Christi.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CORPUS CHRISTI, TEXAS:
SECTION 1. That the performance based agreement between the Corpus Christi
Business and Job Development Corporation (4A Board) and TIG, which is
attached hereto, is approved.
ATTEST: CITY
Armando Chapa
City Secretary
APPROVED as to form: December 6, 2007
i,..4./14.,
-
Lisa Aguilar
Assistant City Attorney
For the City Attorney
CORPUS CHRISTI
ryGar
Mayor
027528
H:ILEG-DIR\Sharedl aryS\a enda12OO7112-111F es -TIG Incentives (LA).doc
tt
Pageof
Corpus Christi, Texas
of 1J��� ilk 1" , 2007
The above resolution was passed by the following vote:
Henry Garrett
Melody Cooper
Larry Elizondo, Sr.
Mike Hum ell
Bill Kelly
Priscilla G. Leal
John E. Marez
Nelda Martinez
Michael McCutchon
02752S
H:\LEG-DIR haredl ary \ag nd 12OO7\1 -111F -TIG Incentives (LAO=
AGREEMENT T To GRANT T BUSINESS INCENTIVES TO
TURNER INDUSTRIES G O P, LLC
FOR THE CREATION of JOBS
This Agreement to Grant Business Incentives for the Creation of Jobs "Agreement" is
entered intoY and between the Corpus Christi Business and Job Development Corporation
("Corporation"),a Texas corporation organized under ■A.C.S. Art. 5190.6, Sec. 4A, with
mailing address of 1201 Leopard Street, Corpus Christi, Texas, 78401, and Turner Industries
Group, LLC, ("TIG"), a limited liability company, authorized to do business in Texas, with
principal place of business at 8687 United Plaza Boulevard, Baton Rouge, Louisiana 70809,
and a local place of business at 2301 North Port Avenue, Corpus Christi, Texas 78401.
I. BACKGROUND
1.1 Purpose ose of Agreement. Corporation is a tax -supported non-profit corporation, whose
primary rima income is from sales tax collected within the City of Corpus Christi and dedicated
exclusively to economic development. This sales tax supporting Corporation is authorized as
a Local option under Texas Revised Civil Statutes, Art. 5190.6, Sec. 4A. Corporation exists
for the primary purpose of developing, stabilizing, diversifying, and expanding the Corpus
Christi economy through the retention, expansion, and recruitment of employment
opportunities in order to benefit the citizens of Corpus Christi and the surrounding areas.
1.2. Project. The project and performance requirement to be implemented by means of this
agreement are generally described as follows:
The construction of a new administrative office building, fabrication facility, lay -down yards,
and materials storage area, with necessary equipment and furnishings, by Turner Industries
Group, LLC,to be constructed on property owned by TIG at the corner of Interstate Highway
37and Garwood Road, in Corpus Christi, Nueces County, Texas, 78409,("Facility"), for
p total TIG capital investment of at least Ten Million Dollars($1 , 0, 0 ; the creation and
capital
continuous employment of a minimum of one hundred eighty-five (185) full-time employment
positionsp on attainment of full employment Levels over the five-year period with an average
annual salary of at least Forty-nine Thousand Dollars ($49,000) each over the five-year
period; and the continuing eration of an administrative office building, fabrication facility,
lay -down yards, and material storage areas in Corpus Christi for the fabrication facility, all in
accordance with the schedules contained herein. [Hereinafter, any references to average
annual salary shall mean average annual wage or salary as reflected by total W-2
compensation]. The performance requirements shall be continuously maintained during the
entire term of this agreement.
NOW, THEREFORE, I E, in consideration of the premises and of the mutual covenants,
warranties, and agreements of the parties, it is agreed as follows:
11. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE MANCE F E UI EI EI TS
2.1 BY THE CORPUS CHRISTI BUSINESS ESS AND JOB DEVELOPMENT CORPORATION
.1 Money Grant: Corporation will convey by grant to TIG a total of One
Million Eight Hundred Fifty Thousand Dollars ($1,850 000.00) in five increments, as
set forth in Schedule A, subject to the performance requirements of TIG and the
conditions precedent as set forth in Schedules A, B, and C and that TIG has timely
and fully complied with all applicable terms and conditions contained in this
agreement. All payments oration are subject to the TIG's successful completion
of all of performance requirements outlined in this Agreement.
Failure byCorporation to timelyand fully comply with any performance requirement
shall be an act of default by Corporation giving TIG, as its sole remedy, the right to the
contracted amount to be conveyed and further being limited to the terms and
conditions contained in Article VII, paragraph 7.1, hereof.
TIG's CONDITIONS
PRECEDENT AND
PERFORMANCE
REQUIREMENTS
Acquisition/construction of an
administrative office building,
fabrication facility, lay -down
yard, and materials storage
area for the fabrication of
pipe products for the
petrochemical industry at a
total capital investment of at
least $6,600,000, beginning
and maintaining full-time
production with the
equipment, and either the
creation and continued
staffing of a minimum of fifty
(50) full-time employment
positions with an average
annual salary of $46,886 per
position or a cumulative the facility of $2,344,300 on
annual payroll at the facility of or before December 31,
$2,344,300. 12008.
SCHEDULE A
TiG's TIME OF
PERFORMANCE
I Proof of
acquisition/construction of
manufacturing f acility; Proof
of capital investment of at
feast $6,600,000 prior to
December 31, 2008; Proof of
beginning and maintaining
full-time production with
equipment at Facility on or
before December 31, 2008;
Proof of either creation and
continued staffing of a
minimum of 50 full-time
employment positions each
with an average annual
salary of $46,886 each or a
cumulative annual payroll at
CORPORATION'S
PERFORMANCE
REQUIREMENTS
$370,000 payable on or
before April 1, 2009 earned
and credited 50% to capital
investment and 50% to job
creation;
Continued construction of an Proof of capital investment of
at least $3,400,000 prior to
December 31, 2009, with
completion of construction of
the facility before December
31, 2009; either creation and
continued staffing of a
minimum of 75 full-time
administrative office building,
fabrication facility, lay -down
yard, and material storage
area for the fabrication of
pipe products for the
petrochemical industry at a
total capital investment of at
least $3,400,000, maintaining 1 employment positions and
full-time production with continued staffing of a
e ui anent; and either the minimum of 50 full-time -
Fr runt mir npvpirmmAnt Performance Agreement --TIG
$370,000 payable on or
before April 1, 2010 earned
and credited 50% to capital
investment and 50% to job
creation;
creation and continued
staffing of a minimum of an
additional seventy-five (75)
full-time employment
positions and continued
staffing of a minimum of fifty
(50) full-time employment
positions with an average
annual salary of $49,004 per
position or a cumulative
annual payroll at the facility of
$6125500.
employment positions each
with an average annual
salary of $49,004 or a
cumulative annual payroll at
the facility of $6125500 on
r before December 31,
2009.
Maintaining full-time
production with equipment;
and either the creation and
continued staffing of a
minimum of an additional
twenty-five (25) full-time
employment positions and
continued staffing of a
minimum of one hundred
twenty-five (125) full-time
employment positions with an
average annual salary of
$51 ,326 per position or a
cumulative annual payroll at
the facility of $7,698,900.
Maintaining full-time
production with equipment;
and either the creation and
continued staffing of a
minimum of an additional
twenty (20) full-time
employment positions and
continued staffing of a
minimum of one hundred fifty
(150) full-time employment
positions with an average
annual salary of $53379 per
position or a cumulative
annual payroll at the facility of
$9O74,430.
Maintaining full-time
production with equipment;
and either the creation and
Proof of either creation and
continued staffing of a
minimum of 25 full-time
employment positions and
continued staffing of a
minimum of 125 full-time
employment positions each
with an average annual
salary of $51,326 or a
cumulative annual payroll at
the facility of $7,698900 on
or before December 31,
2010.
Proof of either creation and
continued staffing of a
minimum of 20 full-time
employment positions and
continued staffing of a
minimum of 150 full-time
employment positions each
with an average annual
salary of $53,379 or a
cumulative annual payroll at
the facility of $9074,430 on
or before December 31,
2011.
Proof of either creation and
continued staffing of a
minimum of 15 full-time
Economic Development Performance Agreement --TIG
$370,000 payable on or
before April 1, 2011 earned
and credited 50% to capital
investment and 50% to job
creation;
$370,000 payable on or
before April 1, 2012 earned
and credited 50% to capital
investment and 50% to job
creation;
$370000 payable on or
before April 1, 2013 earned
and credited 50% tpapital
continued staffing of a
minimum of an additional
fifteen (15) full-time
employment positions and
continued staffing of a
minimum of one hundred
seventy (1 70) full-time
employment positions with an
average annual salary of
$55,514 per position or a
cumulative annual payroll at
the facility of $10,270Q90.
employment positions and
continued staffing of a
minimum of 170 full-time
employment positions each
with an average annual
salary of $55,514 or a
cumulative annual payroll at
the facility of $10,270,090 on
or before December 31,
2012.
investment and 50% to job
creation.
2.2 BY Turner Industries Group, LLC
.'I I
nvestr ent--Production Facility: TIG agrees that it shall acquire/construct and
occupy for five years beginning April 1, 2008, and ending five (5) years thereafter
or December 3, 2012 whichever occurs later, a fabrication facility in Corpus Christi,
Nueces County, Texas, as set forth in Schedule B below.
Failure by TIG to timely and fully comply and to continue to comply with any
performance requirement of this agreement shall be an act of default.
SCHEDULE B
TlG's PERFORMANCE REQUIREMENTS
Acquisition and start of construction of a
fabrication facility to include an administrative
office building, fabrication facility, lay -down
j yard, and material storage areas; along with
required equipment and furnishings; with
capital investment of at least $6,600,000;
occupy and full-time operations at production
facility.
TIG's TIME of PERFORMANCE
December 31, 2008.
This date contingent upon timely receipt of
building permits from City of Corpus Christi
and anticipated construction schedule. Turner
Industries Group intends ori having the facility
in operation prior to December 31, 200 8.
Should any unintended delays arise in this
initial phase, the subsequent milestone
performance dates and hiring targets will be
adjusted accordingly while retaining the same
five (5) year period.
Completion of construction of a fabrication December 31, 2010
facility to include an administrative office
building, fabrication facility, lay -down yard,
and material storage areas; along with
[required eiluipment and furnishings; with
!r+rrnnm`rr. rIcAialrinmPnt PPrfrirMnneR ar em nt--TIG
capital investment of at least $3400,000 for
a total capital investment of at least
$1O,000,000; occupy and full-time operations
at production facility,
.2 Employment:
TIG agrees that it 1na11 create,
staff and maintain full-time employment positions for its
fabrication facility, administrative office and lay -down yard, in Corpus Christi, Nueces
County, Texas, as set forth in Schedule C.
The jobs shall be primarily engaged in serving a customcustomer base outside a -mile
radius of the city of Corpus Christi.
Failure by
TIG to timely and fully comply and to continue to comply with any
performance requirement of this agreement shall be an act of default.
SCHEDULE C
TIS' PERFORMANCE REQUIREPAEraREQUIREMENTS
Fifty (50) full-time employment positions at
TIG's production facility, average annual
salary for each position $46886 or a
cumulative annual payroll of $2,344,300
Seventy-five additional full-time
employment positions at TIG's production
annual salary average for each
position $49,004 or a cumulative annual
I payroll of $6,125,500.
Twenty-five (25) additional full-time
employment positions at TIG's production
facility, average annual salary for each
position $51 326 or a cumulative annual
payroll of $7,698,900.
TIG's TIME OF PERFORMANCE
December ember 31, 2008
December 3 l , 2009
December ber 3
2010
--- full-time employment December 31, 2011
Twenty(20)additional
positions at TIG's production facility, average
annual salary for each position $53,379 or a
cumulative annual payroll of $9,074430,
.-- --- r�t December � , �'l �
Fifteen(15)additional full-time employment
positions at T1G's production facility, average
annual salary for eachi_p_c__Isbon $55,514or a.--�-
_ Ariretmin+__T1
cumulative annual payroll of $10,270,090.
111. REPORTING AND MONITORING
3.1
Reports and Monitoring: TIG agrees to the following reporting and monitoring
provisions, timely
and failure to fullyand comply with any one requirement shall constitute an
act of default.
provide yearlyreport certifying the status of compliance though the
.1 TIG shall f
life of the�
agreement of new 'obs created, new investments and any other relevant
information. Documentation for jobs may be in the form of quarterly IRS 941 returns,
erl Reports, or employee rosters that show the hours worked and
TIG employer Quarterly �
the positions filled, and such other reports as may reasonably be required.
.2 TIG, during normal working hours, at its Corpus Christi, Texas, facility, shall
ion and its designee, Corpus Christi Regional Economic Development
allow Corporation
Corporation, reasonable access to TIG's construction site to allow Corporation to verify
construction progress.
,3 TIG, during normal working hours, at its Corpus Christi, Texas, facility, shall
xon and its designee, Corpus Christi Regional Economic Development
allow Corporation � p
reasonable access to TIG's employment ent records and books, to verify
Corporation, R
employment and all other relevant records related to each of the other economic
development considerations and incentives, as stated in this agreement,
but the
confidentiality of such records and information shall bemaintained by Corporation and
Corpus Christi Regional Economic Development Corporation, unless
its designee,p
such records andissued
shall be required by a court order, a lawfully
subpoena, or at the direction of the Office of the Texas Attorney General.
.4 By January 31 of each year of this Agreement, T1G agrees to provide
Corporation with
a sworn certificate byits corporate officer in charge of personnel
records certifying the following:
(i) the number of full-time permanent employees at its Facilities as of December
31 of the previous calendar year;
(11)number of full-time ermanentjobs which were created during the
the P
previous calendar year, with hourly wage, and
(iii) the cumulativer salary and wage information for all employees at the Corpus
_Christi facility during the previous calendar year.
IV. COVENANTS, Ts WARRANTIES, OBLIGATIONS AND DUTIES
warranties to
4.1 TIG makes the followingcovenants andCorporation, and agrees to timely
following obligations and duties. Any false or substantially misleading
and fully perform the fo .
herein or failure to timelyand fully perform as required in this agreement
statement contained
D n rfr r rri n is ci r m A n t- -T I C
TIG. Failure to comply with anyone covenant or warranty shall
shall an act defaultby
constitute an act of default by TIG.
' liability company dulyorganized, validly existing, and in good
1. TIG is a limited l a � y
standing under the laws of the State of Louisiana and authorized to conduct business
'Texas,has all corporate power and authority to carry on its business as
�n the State of p
presently conducted in Corpus Christi, Texas.
execution of this agreement has been duly authorized by TIG' managers,
.2 The a
an ers havingsuch authority pursuant to TIG's current Operating
and/or those Agreement, and the corporate officer signing this agreement is an officer of the
corporation, empowered to execute such agreement and bind the corporation, said
authorization, , in n and binding effect is not in contravention of any law rule or
regulation, or the provisions of TIG's articles of organization or Operating Agreement,
nstrurr�
or of any agreement or instrument ent to which TIG is a party or by which it may be bound,
evidenced bycorporate resolution, attached
such authorityto be a hereto at the time �
of execution. TIG hasauthority the to enter into and perform, and will perform, the
terms of this Agreement.
.3 TIG has timely filed and
will timely file all local, State, and Federal tax reports and
returns required y
Flaw to be filed and all taxes, assessments, fees, and other
includingemployment taxes, have applicable ad valorem and
governmental charges,.
' !paid, and will be timelypaid, during the term of this Agreement.
been timely
.. governmental proceedingis pending or, to the knowledge of TIG or
.4No litigation or
T I Gofficers, threatened ainst or affecting TIG that may result in any material
' business, properties, or operations. No consent, approval or
adverse change in TIS p i r •
of or registration or declaration within any governmental authority is
authorization required i
connection with the execution of this agreement or the transactions
contemplated hereby.
.5 No certificate, statement or information provided by TIG to Corporation, the Corpus
ChristiRegional Economic Development Corporation, or the City of Corpus Christi in
connection with any transaction contemplated hereby, contains any untrue statements
failsfact necessa to keepthe statements contained therein from
or to state any r"
being misleading.
its knowledge,
.6 To the best of TIG has acquired and maintained all necessary rights,
Incenses, permits, andcarry authorityto on its business operations in Corpus Christi,
Texas, and will continue to use its best efforts to maintain all necessary rights,
licenses, permits and authority.
.7 The funds herein
granted shall be utilized solely for the purpose of offsetting the
cost of Facility acquisition/construction, .s�.t� onconstruction purchasingand installing the equipment and
furnishings, and creating, staffing and maintaining the one hundred
twenty
enty 120 full-
time positions at T1G's Corpus Christi production facility.
.8 TIG shall continue its full-time business activities on its property in Corpus Christi,
Texas, including maintaining its employment and investment requirements at all times
throughout the term of this agreement.
.9 TIG shall complete the project required by this Agreement and shall provide and
staffemploymentpositions, required investment, and other economic development
considerations described in this Agreement.
.10 TIG shall timely and fully mplr with all of the terms and conditions of this
Agreement.
.11 -FIG may
not sell membership interests, assets, or any ownership interest in TIG
that would be more than twenty er ent of TIG' s total authorized and issued
to�
membership, assets or ownership interest, without prior written notice to the
Corporation, the Corpus Christi Regional Economic Development Corporation, and
�
City of Corpus Christi.
.12 TIG shall notify Corporation in writing of substantial changes in managementmanager
within seven
days. Substantial changes mean changes in Chairman of the Board,
President, C.E.O. or area management.
.13 TI Gcopy
has received aof the Texas Development Corporation Act of 1979, Art.
5130.EaVernon's Texas Revised Civil Statutes, and acknowledges that the funds
granted in this Agreement must be utilized solely for purposes authorized under State
law and by the terms of this Agreement.
.14 In the event it is determined by Corporation or City of Corpus Christi that funds
provided under er this Agreement were not used in accordance with State law, then TIG
agrees to repay such funds to the Corporation within 30 days of written notice
requesting reimbursement.
.15 If an audit determines that the funds were not used for authorized purposes , TIG
agrees to reimburse Corporation for the sums of money spent for purposes not
authorized by law within 30 days written notice requesting reimbursement.
.16 There are no bankruptcy roeedings currently pending concerning TIG, nor are
anysuch proceedings contemplated byTIG, as of the date of execution of this
g p
Agreement by TIG.
discriminate nor permit discrimination against any person or group of
.17T1G will not
persons, with regard to employment and the provision of services at, on, or in the
Facility,on the grounds of race, religion, national origin, marital status, sex, age,
anymannerprohibited bythe laws of the United States or the State of
disability, or in
Texas.
.18 TIG agrees to provide information, reports, or statements respecting its business
operations and financial condition as Corporation may reasonably request from time to
time.
r - 1 - - - _ . _ !" .: �.�.............•. A aft r/-..- .fin firsr i t T F
.2 All representations, warranties, covenants and agreements of the parties, as well as any
rights and benefits of the parties pertaining to the transaction contemplated hereby shall
survive the original execution date of this agreement.
V. SUSPENSIONS/TERMINATIONS
5.1 Corporation, under the following circumstances, and at its sole discretion, may suspend
its obligations under this agreement or terminate this agreement and recapture from TIG that
percentage of any of the money rants or consideration paid by Corporation to TIG
representing the milestone(s) or performance requirement(s) or percentage of the
milestone or performance requirement(s) not met, without liability to TIG, upon any one of
the following events, which are an act of default.
.1 The appointment of a receiver of TIG, or of all or any substantial part of its property,
and the failure of such receiver to be discharged within sixty days thereafter.
.2 The adjudication of TIG as bankrupt.
.3 The filing TIG of a petition or an answer seeking bankruptcy, receivership,
reorganization, or admitting the material allegations of a petition filed against it in any
bankruptcy or reorganization proceeding.
VI. DEFAULT
6.1 Events of Default. Should T1G fail to timely, fully and completely comply with any one or
more of the requirements, obligations, duties, terms, conditions or warranties of this
agreement such failure shall be an act of default by TIG and, if not fully and completely cured
and corrected or explained by TIG within thirty (30) days after written notice to do so,
Corporation may terminate this agreement and pursue all legal remedies as provided by law,
provided however that TIG's liability under this agreement shall be limited to the immediate
return by TIG to Corporation that percentage of any of the money grants or consideration
previously aid by Corporation to TIG representing the milestone(s) or performance
regi
irement s or percentage of the milestone(s) or performance requirements not met, the
maximum lawful rate of interest on all money paid to TIG until fully repaid, reasonable
attorney fees and cost of court to collect such money, and the termination of all further
obligationson behalf of Corporation under this agreement. Neither Corporation nor TIG shall
p
be liable to anyp
party for any alleged consequential damages, including but not limited to loss
offunds, nds loss of revenue, loss of financing, and/or any other damages that are classified as
"special damages.". Additionally, the following events shall constitute a default of this
Agreement:
Corporation or Citydetermines that anyrepresentation or warranty on behalf of
.1 The �. .
T1G contained in this Agreement or in any financial statement, certificate, report, or
opinion n submitted to the Corporation in connection with this Agreement was incorrect
or misleading in any material respect when made;
.2 Any judgment is assessed against TIG or any attachment or other levy against the
property of TIG with respect to a claim remains unpaid, undischarged, or not
dismissed for a period of 30 days.
- ^ - - - —1 ...... JP* rte. -.r a r VA Tin
3 If taxes on the Facility become delinquent, and TIG fails to timely and properly
follow the legal procedures for protest or contest.
.4 TIG changes
he general character of business as conducted of the date this
Agreement is approved by the Corporation.
.5 Foreclosure or sale of the Facility.
,2 In the event of unforeseeable third party delays in the construction of the
Improvements majeure force and upon a reasonable showing by TIG that it has
i h commenced and isdiligently and continuously pursuing the
immediately in good faith
correction, removal or abatement of such delays by using its best efforts, Corporation may
consent to and excuse such
delays, which consent and excuse shall not be unreasonably
withheld. Failure by TIG to use its best
efforts as required in this paragraph shall be an act of
default. Force majeure
means severe weather such as hurricanes, tornadoes, flooding,
wars, riots, and the unavailability necessary and essential equipment and supplies from all
neves
sources.
6.3 Any delay for any amountof time by Corporation in providing notice of default to TIG
shall in no event be deemed or
constitute a waiver of such default by Corporation of its rights
and remedies available under this agreement, or in law or equity.
6.4 Any waiver granted by Corporation to TIG of any covenant or condition, the breach of
any covenant or condition of this Agreement, or of an act of default shall not be deemed or
constitute • waiver of any other existing or future breach of a covenant or condition, or act of
default by TIG or of a subsequent
breach of the same covenant or condition or act of default
of the same act or event by TIG.
,5 No waiver of any covenant
or condition or the breach of any covenant or condition of
this Agreement, justifies o r authorizes the nonobservance on any other occasion of the
covenant
or condition or any other covenant or condition of this Agreement.
6.6 Any waiver or indulgence of TIG's default may not be considered an estoppel against
the Corporation.
6.7 a milestone or performance requirement asset forth in the
Failure f TIG to meet
Agreement in anyone year of this Agreement does not preclude
Schedules attached to thisAgree
the Corporation from awarding the incentive or withheld percentage thereof to TIG for
accomplishment of the milestone or performance requirement in a subsequent year, in
addition to the milestones or performance incentives for such subsequent year.
is6.8
terminated byCorporation or TIG commits an act of
In the event that this agreement p
default that isand cured,TIG shall immediately return to Corporation that
not timelycorrected
percentage of any of the money grants o
r consideration previously paid by Corporation to TIG
one orperformancerequirement(s)or percentage of the
representing the milestone(s)
rr��
•requirement(s)not met, or performance as determined by the Corporation, and
Corporation
hall be relieved of any further obligations under this agreement.
V11. CORPORATION'S OF ATION'S LIABILITY LIMITATIONS
- - - _ t r- _ -z- 1► ,.. r- - r r -ti f _ _T i
7.1 Payments: TIG specifically agrees that Corporation shall only be liable to TIG for the
moneygrants to be conveyed to TIG and shall not be liable toTIG for
actual amount the �
n other actual or consequential damages, direct or indirect, interest, attorney fees, or costs
any of a t e .
for anyact of defaultCorporation under the terms of this agreement. It is further
ofcourtby �
..that Corporation shall only be required to pay the grant amounts solely out
specifically agreed y
of its sales tax revenue currently collected, allocated and budgeted and to be allocated,
budgeted and collected for TIG during the term of this agreement. Payment by Corporation is
strictly limited to those funds so allocated, budgeted and collected solely during the grant
r ement� January anus 1, 200 , through April 15, 2013. Corporation shall use
term of this ag
its best efforts to anticipate economic conditions and to budget accordingly. However, it is
further understood and agreed that, should the actual total sales tax revenue collected for
than the total amount of grants to be paid to all contracting parties with
any one year beless
year,then in that event, all contracting parties shall receive only their pro
Corporation for that ,
available sales taxrevenue for that year, less Corporation's customary and
rata share of the
usual costs and expenses, as compared to each contracting parties' grant amount for that
year, and Corporation shall not be liable to T1G for any such deficiency at that time or at any
time in the future. In this event, Corporation will provide all supporting documentation, as
requested. Payments nts to be made to TIG shall also require a written request from TIG to be
accompanied by allsupporting necessarysu ortin documentation. Corporation shall have forty-five
(45)
days to make payment after receipt of such payment request. The payment request
should be directed to the address provided for Corporation below.
V1ll. NOTICE OF DEFAULT
8.1 Corporation shall give TIG written notice of any act of default by TIG, and TIG shall
i
have thirty (30days after receipt of the notice to cure the default. Failure by TIG to timely
act of default shallpermit Corporation to pursue all legal remedies provided
and fully cure the p
by law and not specifically prohibited herein.
8.2 Results of Uncured Default. After exhausting good faith attempts to address any
defaultduring
the Cure Period, and taking into account any extenuating circumstances that
might have occurred through no fault of TIG, as determined by the Board of Directors of the
Corporation, the following actions must be taken for any default that remains uncured after
the Cure Period:
.1 TIG shall immediately repay all amounts of reimbursements paid by Corporation
under this Agreement or TIG shall immediately repay the amount equivalent to the
proportion of the milestone or requirement not met, as determined by the Corporation,
with interest rest at the interest rate paid by the City on its most recently issued general
obligation bonds from date of expiration of Cure Period until fully paid.
.2 TIG shall payCorporation reasonable attorney fees and costs of court to collect
p
amounts due to Corporation.
.3 The Corporation shall have no further obligations to TIG under this Agreement.
.4. Neither the City nor the Corporation nor TIG may be held liable to any other party
of this Agreement for any consequential damages, including special or indirect costs,
Toss or use or profits.
❑ n reicaX7'1 nf—T t
.5. The Corporation may pursue all remedies available under law
8.3 TIG shall give Corporation oration written notice of any act of default by Corporation, and
' havethirty da s after receipt of the notice to cure the default. Failure
�orporat�on shall � by Corporation to timely and fullycure the act of default shall permit TIG to pursue its legal
remedies as provided in this agreement.
IX. DEFINITIONS
As used in this agreement, the following words or phrases shall have the following meanings:
9.0 Certificate of c • anc shall mean the final document issued by the City of Corpus
Texas, entitled "Certificate of Occupancy" indicating that all building codes,
Christi,
regulations, and ordinances ` have been unconditionally, fully and completely complied with in
all respects, and specifically shall not include any temporary or conditional document
authorizing temporary or conditional occupancy.
9.1 City of Comps Christi or Cit shall mean the governing municipal corporation, the area
that is within the city limits of the City of Corpus Christi, Texas.
9.2 Compliance shalltimely,fully
mean and completely performing or meeting each and
every requirement, obligation, duty, condition, or warranty as stated in this agreement.
Compliance shall mean complete compliance and shall not mean substantial compliance.
��
9.3 Act of Default shall mean failure to timely and fully comply with one or more
�
requirements,
obligations, duties, terms, conditions or warranties, as stated in this
agreement. Corporation may,
in its sole discretion, accept substantial compliance in lieu of
full co
rr liance by waiving such act of default solely by an instrument in writing.
9.4
ioshall mean the operation of the production facility for the for the
Full-time Production �
of pipeproducts for the petrochemical industry not less than eight
fabrication(8) and assembly hours per day,five days a week, for fifty-two(52)weeks every fiscal year.
9.5 Full-time Job or Full-time__
•ui l n deb FTE" shall mean a job requiring a minimum
of
Two Thousand Eighty '(2,080)hours of work over a twelve (12) month term [forty (40)
per geek including allowance for vacation and sick leave, with full company
hours work�� g
benefits and employed exclusively
and on-site in the city of Corpus Christi. Use of a staffing
agency is permitted provided all of the conditions here are met.
mean failure to timelypaydebts in the ordinary course of business or
9.6 jjo1vent shall
cannot pay debts as they
become due, or is insolvent within the meaning of the federal
bankruptcy law.
9.7 Force Ila�eure shall mean severe weather such as tornadoes or flooding, named
storms or hurricanes, wars,riots and the unavailability of necessary and essential equipment
and supplies from all sources.
X. GENERAL TERMS
10.1 . Effective Date. The effective date of this Agreement "Effective Date" is the latest date
that either party executes this Agreement.
1.2 Term. The term of this Agreement is five years from the Effective Date.
Agreement maybe terminatedmutual agreement of the parties
� .� Termination. This by
the failure of the other to fulfill an obligation as set forth herein.
or by either party, �
The termination of this Agreement
shall extinguish all rights, duties, obligations, and liabilities
of the parties under this Agreement, except all rights, duties, liabilities, and obligations
accrued prior to such termination shall survive termination.
10.4 Compliance with Laws. Thissubject Agreement is subject to all legal requirements in the City
Charter and Code of Ordinances of the City of Corpus Christi and all other applicable county,
state, and federal laws. TIG shall observe and obey all applicable laws, ordinances,
of the Federal,State, Countyand City governments, as may be
regulations, ars rules.
amended or enacted. This Agreement shall be governed by and construed �n accordance
with the laws and court decisions of the State of Texas.
Agreement shall be bindingupon the parties hereto and their
10.5. Assignment. This successors and assigns. However, TIG may not assign all or any part of its rights, privileges,
thiswithout the prior written approval of the Corporation and City.
or duties under Agreement
Any attempted assignmentapproval without i void, and constitutes a breach of this
Agreement.
or legal fault which directly causes those
10.6Indemnity. To the extent ofitsnegligence'
ddamagesres more particularly described
TIG covenants to fully indemnify, save, and
tion the City,their respective officers, employees, and
hold harmless the Corporation, p
against all liability, damage, loss, claims, demands, and
agents("Indemnitees'9��
actions of any kind on account of personal injuries (including, without limiting the
foregoing, workers' compensation and death claims), or property loss or damage of
any kind, which arise out of or are in any manner connected with,
or are claimed to
arise out of or be in any
manner connected with TIG activities conducted under or
incidental to this Agreement Subject to the foregoing, TIG shall, at its own expense,
investigate all those claims and demands, attend to their settlement or other
disposition, defend all actions based on those claims and demands with counsel
satisfactory to Indemnitees, and payall reasonable charges of attorneys and all other
reasonable costs and expenses of anykind arisingfrom the liability, damage, loss,
claims, demands, or actions. fComments on Indemnity provisions to follow].
10.7
`
Buy Local Provision. T1G agrees to use its best efforts to give preference and priority to
contractors,and labor, except where not reasonably possible
local manufacturers, suppliers,
expense,substantial inconvenience, or sacrifice in operating
to do so without added exp , "local"
ur ores of this section, the term asused to describe
efficiency. For the p
manufacturers, suppliers, contractors,
and labor includes firms, businesses, and persons who
reside in or maintain an office within a 50 -mile radius of Nueces County.
'1 . Notices.
*-�- ' - 1-+ - - W. ei r, el. A et rani cirri
. Any required rotten notices shall be sent mailed, certified mail, postage prepaid,
addressed as follows:
1-1G:
Turner Industries Group, LLC
c/o John M. Golashesky
Senior Vice -President and Regional Mn r
3850 Pasadena Blvd., Pasadena, TX. 77503
Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
b. A copy of all notices and correspondence ondence must be sent to the City at the following
address:
City of Corpus Christi
Attn . i City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
is effective upon deposit . Notice in the United States mail in the manner provided
above.
10.9 Incorporation of other documents.
Job Development Corporation Guidelines & Criteria
a. The Corpus Christi Business & p
•("Corporation Guidelines ), adopted September 1 #or �rant�ng Business Incentives
2007, are incorporated into this Agreement
b. TIG application submitted to the Corporation oration for business incentives("Applicatiofl")
p
is incorporated into this Agreement.
c. If there isterms of these documents, the following order controls:
any conflict in the
(1) This Agreement, (11) Corporation Guidelines, (iii) Application.
No amendments or modifications to this Agreement
10.10 Amendments or Modifications. + ss in writingsigned byperson duly authorized
maybe made, nor any provision waived, unless
to sign agreements on behalf of each party.
10.11 of Parties. in performing this Agreement, both the Corporation and TIG
Relationship
will act in an individual capacity, andnot as agents, representatives, employees, employers,
partners, point -venturers: or associates of one another. The employees or agents of either
to be,the employees or agents of the other party for any
party may not be, nor be construed
purpose.
._ .-\ - 1 - - _- _-L . ,, A riria cart cr f__T
10.12 Captions. The captions in this Agreement are for convenience only and are not a part
thisdo not in anywaylimit or amplify the terms and provisions
of Agreement. The captions
of this Agreement.
10.13 Severability.
.1 if for any reason, any section,
paragraph, subdivision, clause, provision, phrase or
Agreement or the application of this Agreement to any person or
word thisgent cr
circumstance is,to any
extent,held illegal, invalid, or unenforceable under pre
of a court of competent jurisdiction, then the
future lam or bya final judgment�
thisAgreement, or the application of the term or provision to persons or
remainder of gre
circumstances other than those as to which it is held illegal, invalid, or unenforceable,
w•judgment,for it i the definite intent of the parties to
�fl not affected � the la, ri �
` nparagraph,subdivision, clause, provision, phrase,
this Agreement that every section,
or word of
this Agreement be given full force and effect for its purpose.
provision isheld illegal, invalid, or unenforceable
.2 To the extent that any clause r
under present or future law effective duringthe term of this Agreement, then the
�
thisaffected bythe law, and in lieu of any illegal,
remainder of Agreement isnot
invalid, or unenforceable clause or provision, a clause or provision, as similar in terms
�
• � clause orprovision as possible and be
to the illegal, invalid, or unenforceable
legal, alyd
• , and enforceable,
will be added to this Agreement automatically.
n related to this Agreement is in NuecesJunta
10.14Venue, Venue for any legal action
anyobjectionsto, in personum jurisdictionn �ueceTera. �l� consents to, and acv , �I be
relationship between Corporation and TIG Thal
County, Texas.This agreement and the re p
governed and interpreted under the laws oft
the State of Texas ithout regard to any conflict
of laws or provisions.
ent constitutes the sole agreement between the
10.15 SoleAgreement. ThisAgreement
Corporation and TIG. Any prior agreements, ements promises, negotiations, or representations,
statedin this Agreement, are noforce and effect.
verbal or otherwise, not expressly cannot be modified or amended without
Except as otherwise providedherein, thisAgreement
a written agreement of the parties.
in anynumber of counterparts, each
10.16 counter arts, This Agreement may beexecuted
of which
shall be deemed an original and constitute one and the same instrument.
10.17`
Representation. Corporation represents that no Corporation board member or
has been or will be compensated in any
employee, City of CorpuChristi officer or employee,
mannerwith respect to directly or indirectlybringing the parties hereto together, agreement
.
will TIG paya fee to or �n
r the entering into of this Agreement. in no event
negotiations,of Corpus Christi
Corporation board member or employee, City
any manner compensate anyof this
inecce ,encs of this Agreement.breach
officer or employee, connection with th
• i(10.17)immediate termination of this Agreement, and
provisionshall result in automatic and
shall be an act of default by TIG.
10.18 Other Contracts. It is understood by TIG that Corporation has heretofore entered, and
may hereafter enter, into contracts with other companies or persons upon terms and
.-.. . - -- ___ _ n.... -.,,.......,i,,,,,, Arircirr cir f__TI
conditionsdifferent from the terms and conditions of this Agreement, and TIG has no
standing to object whatsoever to an such contracts or require any modifications or changes
�
to its Agreement due to such other agreements.
10.19 Corporation, its officers
and employees, and its agents or contractors retained to
services for Corporation, shall treat asconfidential the
perform economicdevelopment �
financial statements of T1G
•and shall not release such information to the public, unless
required by law, Attorney general
opinion, or court order. Corporation shall immediately
of requests, affordingTIG the opportunity to participate in
notifyTIG upon receipt of any such .
from the Texas AttorneyGeneral and any legal proceedings.
the request for an opinion
Corporation shall immediatelynotify TIG upon receipt of any opinion of the Texas Attorney
General or court orders to release such information.
10.20 All representations, warranties, covenants and agreements of the parties, as well as
any rights and benefitsof the parties pertaining to the transaction contemplated hereby, shall
survive the original execution date of this agreement.
10.21 Insurance. T1G shall maintain
insurance on the Facility, at TIG's expense, during the
terra
•
this Agreement, insurance of the type and with the amount of coverage shown on the
Attachment (there is no attachment), which is incorporated in this Agreement by reference.
TIG shall
use n insurancecompany or companies acceptable to the Risk Manager of the
City of Corpus Christi. Failure to maintain the insurance during the term of this Agreement, at
i
the limits and requirements shown on Attachment constitutes grounds for termination of this
Agreement. The Certificate of Insurance must be sent to the Risk Manager prior to
�
occupancyand operations at the
Facility. The Certificate of Insurance must provide that
the City ' will have thirty (30) days advance written notice of cancellation, intent to not renew,
of anycoverage required in this Agreement. TIG shall
material change, or terminationg
provide, during the term of this
Lease, copies of all insurance policies to the Risk Manager
upon written request by the
City Manager. The Risk Manager shall retain the right to
annually
•
revue the amount and types of insurance maintained by TIG to require increased
coverage limits, if necessary
in the interest of public health, safety, or welfare, and to
decrease coverage, if so warranted.
In the event of any necessary increase, TIG shall
receive thirty (30) days written notice prior to the effective date of the requirement to obtain
increasedprior toanyaddition or alteration to, in, on, or about the
coverage. TIG shall,
Premises, obtain prior clearance, in writing, in from the Risk Manager that the proposed addition
or alteration willnot necessitate cessitate a change or modification in the existing insurance coverage
maintained by Lessee.
EXECUTED on the date shown opposite the signature of each party.
Corpus Christi Business & Job Development Corporation
By: _.._-
Name:
Title:
Date:
Attest
A ri ra►Cimint„_T I
By:
Name:
Title:
Turner Industries Group, LLC.
By:
Name: John M. Golashesky
Title: Senior Vice -President and Regional ional lana er
Date: - -
Attest:
By:
Title:
Federal Tax ID No.:
Corporate Seal:
The State of Texas§
County of Neces§
Before me,
(Notary's name), on this day
- - - � Manager of
John M. Golashes� , Senior Vice -President and Regions
personally appearedissubscribed to
•to me to be the person whose name
Turner Industries Group, LLC., known instrumentd to me that he executed the same inthe capacity
the foregoing and acknowledged , ,
ies Group,LLC., a foreign limited lability corporation
stated as the act of Turner Industries
authorized to do business in Texas, for the purposes and consideration expressed in the
instrument.
seal of office this the day of T _ , 2007.
Given under my hand and .�.
Notary
Public, State of Texas
c _ _ ... .......... A ....-. r Irv% r +-,T i
CERTIFICATION OF FUNDS
(City Charter Article IV, Sections 7 & 8)
1, the Director of Finance of the City of Corpus Christi, Texas (or his/her duly authorized
representative), hereby certify to the City Council and other appropriate officer that the
money required for the contract, agreement, obligation or expenditure described below is
the Treasury to the credit of the Fund specified below, from which it is to be drawn, and
has not been appropriated for any other purpose.
City Council Action Date: December 11, 2007
Agenda Item:
A. Resolution approving a performance based agreement between the Corpus Christi
Business and Job Development Corporation (4A Board) and Turner Industries
Group, L..L.C., granting $'1,850,000 in business incentives forthe capital investment
of $10,000,000 and the creation and retention of 185 full-time jobs.
Amount Required: $j8501O00 (over 5 years)
I- Fund Name
Fund No. Org. No. Account Project No. Amount
No.
Business and Job
Development Fund
1140
15010 530000 - $370,000 ' •
Total
Certification Not Required
Director of F`1nancial Services
pate: / 00/d7
Pagel of 3
AN ORDINANCE
CE
ABANDONING AND VACATING AN 8,145.72 -SQUARE FOOT
PORTION OF A 7.5 -FOOT WIDE ELECTRICAL AND
COMMUNICATIONS EASEMENT (TRACT 1) AND A 26,353.80 -
SQUARE
,3 3. -
S uARE FOOT PORTION OF AN ELECTRICAL AND
COMMUNICATIONS EASEMENT (TRACT 2), OUT OF LOT 8, BLOCK
JOSLIN TRACT, LOCATED NORTH OF AND ADJACENT TO THE
SOUTH PADRE ISLAND DRIVE (SH 358) PUBLIC RIGHT-OF-WAY;
AND EAST OF THE RODD FIELD ROAD STREET RIGHT-OF-WAY;
REQUIRING THE OWNER, MG BUILDING MATERIALS, TO COMPLY
WITH THE SPECIFIED CONDITIONS AND DECLARING AN
EMERGENCY
WHEREAS, MG Building Materials (Owner), is requesting the abandonment and
of an 8,145.72 -square foot portion of a 7.5 -foot wide electrical and
vacatinga �
communications easement (Tract 1) and a 26,353.80 -square foot portion of an electrical
communications ations easement(Tract 2), out of Lot 8, Block A, Jo lin Tract, located
and
north of
and adjacent to theSouth Padre Island Drive(SH 358) public right-of-way; and
�
east of the Rodd Field Road street right-of-way; and
WHEREAS,
it has been determined ined that it is feasible and advantageous to the City of
Corpus Christi to abandon and vacate said portion of the public right-of-way, subject to
the provisions below. (Exhibit)
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS, THAT:
SECTION 1. That an 8,145.72 -square foot portion of a 7.5 -foot wide electrical and
easement(Tract 1)and a 26,353.80 -square foot portion of an electrical
communications
communications ation easement(Tract 2), out of Lot 8, Block A, Jo lin Tract, located
and
of and adjacent to the South Padre Island Drive(SH 358) public right-of-way; and
north �.
Rodd Field Road street right-of-way, recorded in lu 39, Page of
east of the
the Map Records of Nueces County, Texas, is abandoned and vacated, subject to
Owner's compliance with the conditions specified in Section 2. below.
SECTION 2. The abandonment and vacation of the above public right-of-way is
conditioned upon Owner's compliance with the following:
1)Owner must comply with all the specified conditions of the ordinance within
p
180 days of Council approval.
2) Upon approval by Council and issuance of the ordinance, all grants of
easement closures must be recorded at owner's expense in the real property
Map Nueces of ue es County, Texas, in which the property is located.
Prior to theroval of building permit and construction, anup-to-date
pp �
survey, abstracted for all easements and items of record, must be submitted
to the Assistant City Manager of Development Services.
027522
H:ILE -DIR\ hared\ ary \ geflda\2OO7\12-11\ORD-abandon-vacateEasement-Jos11nTr t-IVIGBIdg.de
Page 2 of 3
SECTION 3. That upon written request of the Mayor or five council members, copy
attached, the City Council finds and declares an emergency due to the need for
immediate action necessary for the efficient and effective administration of City affairs
and suspends the Charter rule that requires consideration of and voting upon
ordinances at two regular meetings so that this ordinance is passed and shall take
effect upon first reading as an emergency this the 11th day of December, 2007.
ATTEST:
Armando Cha pa
City Secretary
APPROVED: December 5, 2007.
Gary .Smith
Assistant Cit s Attorney
For City Attorney
CITY OF CORPUS CHRISTI
enry Garr
Mayor, Cit of Corpus Christi
H:1LE-DIRISharedl ary \agenda\2OO7\12-'111 D-abandon-va ateEaserrl nt-JosIifTra t- GBIdg.dee
Corpus Christi, Texas
1
Day of N'etilidge.A _ , 2007
Page 3 of
To THE MEMBERS OF THE CITY COUNCIL
CIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance an
emergency
exists requiring suspension of the Charter rule as to consideration and
voting upon ordinances at two regular meetings: lir , therefore, request that you
said Charter rule and pass this ordinance finally on the date it isintroduced, or
suspend
at the present meeting of the City Council.
Respectfully, Respecffully,
'
e ry Gar
Mayor
Council Members
The above ordinance was passed by the following vote:
Henry Garrett
Melody Cooper
Larry Elizondo, Sr.
Mike Hammell
Bill Kelly
Priscilla G. Leal
John E. Marez
Nelda Martinez
Michael McCutchon
02'i522
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PADRESOUTH ISTD DRIVE (SF' 358)
XHIQIT
SKETCH TO ACCOMPANY
METAN2_BOULS DESCRIPTION
BASS AND WELSH ENGINEERING
COMP. NO: E -- EA,S CLO
JOB NO: 06035
SCALE: 1" = 120'
PLOT SCALE: SAME
PLOT DATE: 9/27/07
SHEET 1 OF 1