HomeMy WebLinkAbout027530 RES - 12/11/2007Page 1 of 2 1
A RESOLUTION
APPROVING A PERFORMANCE BASED AGREEMENT
BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION (4A BOARD) AND TEXAS
A&M UNlVERStTY—CORPUS CHRISTI GRANTING $125,929 IN
BUSINESS INCENTIVES FOR THE OPERATION OF AN INTERN
PROGRAM TO ASSIST SMALL BUSINESSES 1N CORPUS
CHRISTI
WHEREAS, there is a need for an agreement between the Corpus Christi
Business and Job Development Corporation and Texas A&M University Corpus
Christi (A&M -CC) to grant $125,929 in business incentives to A&M -CC for a
student intern program to assist small businesses 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 A&M -CC, which is
attached hereto, is approved.
Armando Chapa
City Secretary
APPROVED as to form: December 5, 2007
. ' 1 �
t f
i. ry ' . Smith
Assistant City Attorney
For the City Attorney
CITY CORPUS CHRISTI
02753Q
ry Garr
Mayor
I- :1LEG-DI l hared\ ry \ g ndal 007\ 1 -11\ es -A 1 Incentives.doc
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Corpus Christi, Texas
iJ of baiiiiitL2A
2007
The above resolution was passed by the following vote:
Henry Garrett
Melody Cooper
Larry Elizondo, Sr.
Mike Hummel!
Bill KellyBAil
Priscilla G. Leal -kf-----
.John E. Marez
AtIL
Nelda Martine
---it---
Michael McCutchon/61
027530
H:\LE -DIR\Shared\ arySlagenda\2007\12-11kRes-A&AllIrtcentives.do
AGREEMENT To GRANT BUSINESS INCENTIVES To
TEXAS A&M UNIVERSITY --CORPS CHRISTI
FOR SMALL BUSINESS ASSISTANCE
This Agreement to Grant Business Incentives for Small Business Assistance "Agreement' is
entered into by and between the Corpus Christi Business and Job Development Corporation
("Corporation"), a Texas nonprofit corporation organized under .A.C.S. Art. 5190.6, Sec. 4A,
with mailing address of 1201 Leopard Street, Corpus Christi, Texas, 78401, and Texas A&M
University—Corpus Christi, ("TAMU-CC"), , a Texas institution of higher education, with
principal place of business at 6300 Ocean Drive, Corpus Christi, Texas 78412.
I. BACKGROUND
1.1 Purpose of Agreement. Corporation is a tax -supported non-profit corporation, whose
primary 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:
Assistance to small businesses by providing access to students who will serve as interns in
professional bevel positions. The small business will pay the student intern minimum wage
(currently $5.85 per hour, adjusting to $6.55 per hour in July 2008) and TAMUCC will match
the small business contribution. Interns would be selected based on the needs of the small
business with the goal of providing the business with resources that make the business more
effective and/or provide growth opportunities. The primary goal of the program is to provide
support to small businesses in Corpus Christi that will encourage growth, retention, economic
development and job creation. The project goal is create a 10% new job "return on
investment." For 70 internships, it is expected that at least 7 new jobs will be created over a
24 month period. A secondary benefit of the program is providing internship opportunities for
students, real-world experience while making a living wage without working extended hours
and developing potential full-time employment opportunities following graduation.
The program will commence in the spring semester of 2008, continuing through the fall
semester of 2008, and concluding with the spring semester of 2009. Seventy intern positions
are to be provided. The grant amount is $125,929, with $107,520 being used for intern
matching funds which will be equally matched by the small businesses' contributions. The
$18,409 is for two half -tire intern positions for three semesters within the Office of Career
Services to assist with administration and evaluation of the program. It is anticipated that 15
interns will be used in spring semester of 200 8, 25 interns in the fall semester of 2008, and
30 interns in the spring semester of 2009. The performance requirements shall be
continuously maintained during the entire term of this agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants,
warranties, and agreements of the parties, it is agreed as follows:
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11. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS
2.1 BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
.1 Money Grant: Corporation will convey by grant to TAMU-CC a total of
One Hundred Twenty-five Thousand Nine Hundred Twenty-nine Dollars
($125,929.00), as set forth in Schedule A, subject to the performance requirements of
TAMU-CC and the conditions precedent as set forth in Schedule A. The performance
requirements shall be continuously maintained during the entire term of this
agreement.
Failure by Corporation to timety and fully comply with any performance requirement
shall be an act of default by Corporation giving TAMU-CC, 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 Vil, paragraph 7.1, hereof.
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SCHEDULE A
TAPALI-CC's TIME OF
PERFORMANCE
CORPORATION's
PERFORMANCE
REQUIREMENTS
TAI -CC's CONDITIONS
PRECEDENT AND
PERFORMANCE
REQUIREMENTS
Placement of approximately
January'5 through May 15,
; An amount not to exceed
15 interns with small '
2008
$26,743 payable in monthly
businesses in Corpus Christi,
placement based on the
installments based upon
invoices received from
needs of the small business
with the goal of providing the
business with resources that
make the business more
effective and/or provide
growth opportunities. The
primary goal of the program
is to provide support to small
businesses in Corpus Christi
that will encourage growth,
retention, economic
development and job
creation. Employment of two
interns for 20 hours per week
and 12 weeks per semester
during the Spring Semester
of 2008, within the Office of
TAMU-CC
Career Services to assist with
administration and evaluation
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program.1 of the
Placement of approximately
August 15 through December
An amount not to exceed
25 interns with small
15, 2008
$45,084.55 payable in
businesses in Corpus Christi,
placement based on the
monthly installments based
upon invoices received from
needs ofthe small business
with the goal of providing the
business with resources that
make the business more
effective and/or provide
growth opportunities. The
primary goal of the program
is to provide support to small
businesses in Corpus Christi
that will encourage growth,
retention, economic
development and job
creation. Employment of two
interns for 20 hours per week
and 12 weeks per semester
during the Spring Semester
of 2008, within the Office of
TAMU-CC
Career Services to assist with
administration and evaluation
of the program.
Placement of approximately
January15 through May 15,
An amount not to exceed
30 interns with small
2009
$54,101.8 payable in
businesses in Corpus Christi,
placement based on the
monthly installments based
upon invoices received from
needs of the small business
with theoal ofprovidingthe
g
business with resources that
make the business more
effective andor provide
growth opportunities. The
primary goal of the program
is to provide support to small
businesses in Corpus Christi
that will encourage growth,
retention, economic
development and job
creation. Employment of two
interns for 20 hours per week
and 12 weeks per semester
during the spring Semester
of 2009, within the Office of
TAM -CC
Career Services to assist with
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administration and evaluation
of the program.
2.2 INVESTMENT BY TAMU-CC
TAMU-CC is not required to make any capital investment, but shall provide the
performance requirements set forth in Schedule B.
Failure by TAMU-CC to timely and fully comply and to continue to comply with any
performance requirement of this agreement shall be an act of default.
TAPAU-CC's PERFORMANCE
REQUIREMENTS
SCHEDULE
Providing administrative oversight and direct
supervision for the placement of interns in the
small business employer program.
TAMU-cc's TIME OF PERFORMANCE
Beginning January 15, 2008 and continuing
during the Spring and Fall Semesters of 2008
and the Spring- Semester of 2009.
.2 Employment:
TA 1U -CC shall comply with the employment requirements set forth in Schedule C.
Failure by TAT -CC 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
--J
TAMU-CC's PERFORMANCE CE TAM U -CC' TIME OF PERFORMANCE
REQUIREMENTS
TS
Create and maintain not less than two intern
(2) employment positions to assist in the
small business employer intern program for
its facility in Corpus Christi, Nueces County,
Texas, with an hourly wage of $11.70 per
hour, plus personnel costs during the Spring
Semester of 2008.
January 15 through May 15, 2008
Create and maintain not Tess than two intern August 15 through December 15, 2008 and
(2) employment positions to assist in the January 15 through May 15, 2009
small business employer intern program for
its facility in Copus Christi, Nueces count , -- — - -
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Texas, with an hourly wage of $13.10 per
hour plus personnel costs during the Fall
Semester of 2008 and Spring Semester of
2009.
L
111. REPORTING AND MONITORING
I lG
3.1 Reports and Monitoring: TAMU-CC agrees to the following reporting and monitoring
provisions, and failure to fully and timely comply with any one requirement shall constitute an
act of default.
.1 TAMU-CC shall provide a report at the end of each semester certifying the
status of compliance through the life of the agreement. Documentation for jobs may
be in the form of quarterly IRS 941 returns, TAMU-CC employer Quarterly Reports, or
employee rosters that show the hours worked and the positions filled, and such other
reports as may reasonably be required.
.2 TAM -CC, during norrnal working hours, at its Corpus Christi, Texas, facility,
shall allow Corporation and its designee, Corpus Christi Regional Economic
Development Corporation, reasonable access to TA IU -CC's employment records and
books, to verify 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 be maintained by Corporation
and its designee, Corpus Christi Regional Economic Development Corporation, unless
such records and information shall be required by a court order, a lawfully issued
subpoena, or at the direction of the Office of the Texas Attorney General.
IV. COVENANTS, WARRANTIES, TIES, OBLIGATIOI S AND DUTIES
4.1 TAMU-CC makes the following covenants and warranties to Corporation, and agrees to
timely and fully perform the following obligations and duties. Any false or substantially
misleading statement contained herein or failure to timely and fully perform as required in this
agreement shall be an act of default by TA 1U -CC. Failure to comply with any one covenant
or warranty shall constitute an act of default by TAM -CC.
.1 No litigation or governmental proceeding is pending or, to the knowledge of TAW -
CC or TAMU-CC's officers, threatened against or affecting TA 1U -CC that may result
in any material adverse change in TA1U-CC's business, properties, or operations. No
consent, approval or authorization of or registration or declaration within any
governmental authority is required in connection with the execution of this agreement
or the transactions contemplated hereby.
.2 No certificate, statement or information provided by TAMU-CC to Corporation or the
City of Corpus Christi in connection with any transaction contemplated hereby,
contains any untrue statements or fails to state any fact necessary to keep the
statements contained therein from being misleading.
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.3 To the best of its knowledge, TAM -CC has acquired and maintained all necessary
rights, licenses, permits, and authority to carry 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.
.4 The funds herein granted shall be utilized solely for the purpose of offsetting the
cost of creating and maintaining the intern assistance for small businesses through
TAMU-CC's Corpus Christi facility.
.5 TAMU-CC 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.
.6 TA 1U -CC shall complete the project required by this Agreement and shall provide
and staff the required employment positions, investment, and other economic
development considerations described in this Agreement.
.7 TAMU-CC shall timely and fully comply with all of the terms and conditions of this
Agreement.
.8 TAM -CC shall notify Corporation in writing of substantial changes in management
within seven days. Substantial changes mean changes in Chairman of the Board,
President, C.E.O. or area management.
.9 TAM -CC has received a copy of the Texas Development Corporation Act of 1979,
Art. 5190.6,Vernon'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.
.10 In the event it is determined by Corporation or City of Corpus Christi that funds
provided under this Agreement were not used in accordance with State law, then
TAMU-CC agrees to repay such funds to the Corporation within 30 days of written
notice requesting reimbursement.
.11 If an audit determines that the funds were not used for authorized purposes
TABU -CC agrees to reimburse Corporation for the sums of money spent for purposes
not authorized by law within 30 days written notice requesting reimbursement.
.12 There are no bankruptcy proceedings currently pending concerning TAM -CC,
nor are any such proceedings contemplated by TABU -CC, as of the date of execution
of this Agreement by TAMU-CC.
.13 TAMU-CC will not discriminate nor permit discrimination against any person or
group of 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,
disability, or in any manner prohibited by the laws of the United States or the State of
Texas.
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.14 TAMU-CC agrees to provide information, reports, or statements respecting its
business operations and financial condition as Corporation may reasonably request
from time to time.
4.2 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, without liability to TANAU-
CC, upon any one of the following events, which are an act of default.
.1 The appointment of a receiver of TA 1U -CC, or of all or any substantial part of its
property, and the failure of such receiver to be discharged within sixty (60) days
thereafter.
.2 The adjudication of TAMU-CC as bankrupt.
.3 The filing by TAMU-CC 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 TAM -CC 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 TA 1U -CC and, if not fully and completely
cured and corrected within sixty days after written notice to do so, Corporation may
terminate this agreement and pursue all legal remedies as provided by law, provided
however that TAMU-CC's liability under this agreement shall be limited to the termination of
all further obligations on behalf of Corporation under this agreement. Corporation shall not
be liable to TAM -CC for any alleged consequential damages. Additionally, the following
events shall constitute a default of this Agreement:
.1 The Corporation or City determines that any representation or warranty on behalf of
TAI U CC contained in this Agreement or in any financial statement, certificate, report,
or opinion 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 TAM -CC or any attachment or other levy
against the property of TAMU-CC with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 30 days.
.3 If taxes on the Facility become delinquent, and TAMU-CC fails to timely and
properly follow the legal procedures for protest or contest.
.4 TAM -CC changes the general character of business as conducted of the date this
Agreement is approved by the Corporation.
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.5 Foreclosure or sale of the Facility.
6.2 Any delay for any amount of time by Corporation in providing notice of default to
TAM -CC 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.
6.3 Any waiver granted by Corporation to TAM -CC 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 a waiver of any other existing or future breach of a covenant or
condition, or act of default by TAMU-CC or of a subsequent breach of the same covenant or
condition or act of default of the same act or event by TAMU-CC.
6.4 No waiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, justifies or authorizes the nonobservance on any other occasion of the
covenant or condition or any other covenant or condition of this Agreement.
6.5 Any waiver or indulgence of TAM -CC's default may not be considered an estoppel
against the corporation.
6.6 Results of Uncured Default. After exhausting good faith attempts to address any
default during the Cure Period, and taking into account any extenuating circumstances that
might have occurred through no fault ofTAMU-CC, 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 TAMU-CC shall pay Corporation reasonable attorney fees and costs of court to
collect amounts due to Corporation.
.2 The Corporation shall have no further obligations to TAM -CC under this
Agreement.
.3 Neither the City nor the Corporation may be held liable for any consequential
damages.
.4 The Corporation may pursue all remedies available under law.
6.7 TAT A -CC shall give Corporation written notice of any act of default by Corporation,
and Corporation shall have thirty (30) days after receipt of the notice to cure the default.
Failure by Corporation to timely and fully cure the act of default shall permit TAM -CC to
pursue its legal remedies as provided in this agreement.
VII. CORPORATION'S LIABILITY LIMITATIONS
7.1 Payments: TAMU-CC specifically agrees that Corporation shall only be liable to
TAMU-CC for the actual amount of the money grants to be conveyed to TAMU-CC and shall
not be liable to TAMU-CC for any other actual or consequential damages, direct or indirect,
interest, attorney fees, or costs of court for any act of default by Corporation under the terms
of this agreement. It is further specifically agreed that Corporation shall only be required to
pay the grant amounts solely out of its sales tax revenue currently collected, allocated and
budgeted and to be allocated, budgeted and collected for TAMU-CC during the term of this
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agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted
and collected solely during the grant term of this agreement, being January 1, 2008, through
June 15, 200 9. Corporation shall use 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 any one year be Tess than the total amount of grants to be
paid to all contracting parties with Corporation for that year, then in that event, all contracting
parties shall receive only their pro rata share of the available sales tax revenue for that year,
less Corporation's customary and usual costs and expenses, as compared to each
contracting parties' grant amount for that year, and Corporation shall not be liable to TAM
-
CG 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 to be made to TAM -CC
shall also require a written request from TAI IU -CC to be accompanied by all necessary
supporting documentation. Corporation shall have thirty(30)slays to make payment after
receipt of such payment request. The payment request should be directed to the address
provided for Corporation below.
VIII. DEFINITIONS
As used in this agreement, the following words or phrases shall have the following meanings:
8.1 City of Corpus Christi or City shall mean the governing municipal corporation, the area
that is within the city limits of the City of Corpus Christi, Texas.
8.2 Compliance shall mean timely, fully 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.
8.3 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 compliance by waiving such act of default solely by an instrument in writing.
8.4 Insolvent shall mean failure to timely pay debts in the ordinary course of business or
cannot pay debts as they become due, or is insolvent within the meaning of the federal
bankruptcy law.
8.5 Force Majeure shall mean severe weather such as tornadoes or flooding, wars, riots
and the unavailability of necessary and essential equipment and supplies from all sources.
DI GENERAL TERAS
9.1 Effective Date. The effective date of this Agreement ("Effective Date") is the latest
date that either party executes this Agreement.
9.2 Term. The term of this Agreement is eighteen months from the Effective Date.
9.3 Termination. This Agreement may be terminated by mutual agreement of the parties
or by either party, upon the failure of the other party to fulfill an obligation as set forth herein.
The termination of this Agreement shall extinguish all rights, duties, obligations, and liabilities
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of the parties under this Agreement, except all rights, duties, liabilities, and obligations
accrued prior to such termination shall survive termination.
9.4 Compliance with Laws. This 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. TAMU-CC shall observe and obey all applicable laws, ordinances,
regulations, and rules of the Federal, State, County and City governments, as may be
amended or enacted. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas.
9.5 Assignment. This Agreement shall be binding upon the parties hereto and their
successors and assigns. However, TAM -CC may not assign all or any part of its rights,
privileges, or duties under this Agreement without the prior written approval of the
Corporation and City. Any attempted assignment without approval is void, and constitutes a
breach of this Agreement.
9.6 ndemnity. To the extent permitted by law, TAMU-CC will indemnify, save, and
hold harmless the Corporation, the city, their respective officers, employees, and
agents 'indemnitees ' against all liability, damage, loss, claims, demands, and
actions of any kind on account of personal injuries (including, without limiting the
foregoing, workers' ers' 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 TAM -CC activities conducted under
or incidental to this Agreement, including any injury, loss or damage caused by the
sole or contributory negligence of any or all of the Indemnitees. TAM -CC must, 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 pay all charges of attorneys and all other costs and
expenses of any kind arising from the liability, damage, loss, claims, demands, or
actions.
9.7 Buy Local Provision. TAMU-CC agrees to use its best efforts to give preference and
priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably
possible to do so without added expense, substantial inconvenience, or sacrifice in operating
efficiency. For the purposes of this section, the term "local" as used to describe
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.
.8 Notices.
a. Any required written notices shall be seat mailed, certified mail, postage prepaid,
addressed as follows:
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Texas A&M University—Corpus Christi:
TABU -CC
co Jim Needham
Dean of Community Outreach
6300 Ocean Drive, NRC 2200
Corpus Christi, Texas 78412
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 must be sent to the City at the following
address:
City of Corpus Christi
Attn.: city Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
c. Notice is effectiveon deposit in the United States mail in the manner provided
p p
above.
9.9 incorporation of other documents.
a. The Corpus Christi Business & Job Development Corporation Guidelines & Criteria
for Granting Business Incentives ("Corporation Guidelines"), adopted September 18,
2007, are incorporated into this Agreement.
b. TAMU-CC application submitted to the Corporation for business incentives
("Application")is incorporated into this Agreement.
c. If there is any conflict in the terms of these documents, the following order controls:
(i) This Agreement, (ii) Corporation Guidelines, (iii) Application.
9.10 Amendments or Modifications. No amendments ents or modifications to this Agreement
may be made, nor any rovision waived, unless in writing signed by a person duly authorized
to sign agreements on behalf of each party.
9.11 Reiationship of Parties. in erforr ing this Agreement, both the Corporation and
p
TAMU-CC will act in an individual capacity, and not as agents, representatives, employees,
employers, joint -venturers, or associates of one another. The employees or agents
partners,
of eitherartnotbe, nor be construed to be, the employees or agents of the other party
p may
for any purpose.
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9.12 Cations. The captions in this Agreement are for convenience only and are not a part
of this Agreement. The captions do not in any way limit or amplify the terms and provisions
of this Agreement.
9.13 Severability.
.1 If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Agreement or the application of this Agreement to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under present or
future law or by a final judgment of a court of competent jurisdiction, then the
remainder of this Agreement, or the application of the term or provision to persons or
circumstances other than those as to which it is held illegal, invalid, or unenforceable,
will not be affected by the law or judgment, for it is the definite intent of the parties to
this Agreement that every section, paragraph, subdivision, clause, provision, phrase,
or word of this Agreement be given full force and effect for its purpose.
.2 To the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Agreement, then the
remainder of this Agreement is not affected by the law, and in lieu of any illegal,
invalid, or unenforceable clause or provision, a clause or provision, as similar in terms
to the illegal, invalid, or unenforceable clause or provision as may be possible and be
g
legal, valid, and enforceable, will be added to this Agreement automatically.
9.14 enue. Venue for any legal action related to this Agreement is in Nueces County,
Texas. TAMU-CC consents to, and waives any objections to, in personum jurisdiction in
Nueces County, Texas. This agreement and the relationship between Corporation and
TAM -CC shall be governed and interpreted under the laws of the State of Texas without
regard to any conflict of laws or provisions.
9.15 Sole Agreement. This Agreement constitutes the sole agreement between the
Corporation and TAM -CC. Any prior agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no force
and effect. Except as otherwise provided herein, this Agreement cannot be modified or
amended without a written agreement of the parties.
9.16 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same instrument.
9.17 Representation. Corporation represents that no Corporation board member or
employee, City of Corpus Christi officer or employee, has been or will be compensated in any
manner with respect to directly or indirectly bringing the parties hereto together, agreement
negotiations, or the entering into of this Agreement. In no event will TAMU-GC pay a fee to
or in any manner compensate any Corporation board member or employee, City of Corpus
Christi officer or employee, in connection with the acceptance of this Agreement. A breach of
this provision (10.17) shall result in automatic and immediate termination of this Agreement,
and shall be an act of default by TAMU-CC.
9.18 Other Contracts. It is understood by TAM -CC that Corporation has heretofore
entered, and may hereafter enter, into contracts with other companies or persons upon teras
H:LegDirlgws/E oDevTAM-CC/DraftIncentive 4A 07111 clean
Page 12 of 18
and conditions different from the terms and conditions of this Agreement, and TAMU-CC has
�
no standing to object whatsoever to any such contracts or require any modifications or
changes to its Agreement due to such other agreements.
9.19 Corporation,its officers and employees, and its agents or contractors retained to
perform economic development services for Corporation, shall treat as confidential the
financial statements of T MU -CC and shall not release such information to the public, unless
required by law or court order. Corporation shall immediately notify TAMU-CC U -CC of requests or
court orders to release such information.
9.20 All
representations,warranties, covenants and agreements of the parties, as well as
any rights and benefits of
the parties pertainingto the transaction contemplated hereby, shall
survive the original execution date of this agreement.
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Page 13 of 18
EXECUTED on the date sown opposite the signature of each party.
Corpus Christi Business & Job Development Corporation
B.
Eloy Salazar, Chairperson
Date:
Attest
By:
Armando Chat a, Assistant Secretary
�"-off
APPrvied es t tom:
Stant COY Attorney
For City AttorY
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Page 14 of 18
BY CONCH.
75- AElTWORi2Li
-ilEtiiiirtrft •
Teas A&M University—Corpus Christi
By:
Harvey Knuill, Associate Vice President for Research and Scholarly Activity
Date:
Attest:
By:
Title:
The State of Texas§
County of Nueces§
Before me, (Notary's name), on this day
personally appeared Harvey Knull, Associate Vice President for Research and Scholarly
Activity, Texas A&M University ---Corpus Christi, known to me to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that he executed the
same in the capacity stated as the act of Texas A&M University—Corpus Christi, for the
purposes and consideration expressed in the instrument.
Given under my hand and seal of office this the — day of �.. , 2007.
Notary Public, State of Texas
I-t:Le Dir/ ws/EcoDevT MU; 1Dr ftIn entive 4A 071114clean
Page 15 of 1
TAMU-CC's CONDITIONS
PRECEDENT AND
PERFORMANCE
REQUIREMENTS
SCHEDULES
SCHEDULE A
TAMU-CC's TIME OF
PERFORMANCE
Placement of approximately
15 interns with small
businesses in Corpus Christi,
placement based on the
needs of the small business
with the goal of providing the
business with resources that
make the business more
effective and/or provide
growth opportunities. The
primary goal of the program
is to provide support to small
businesses in Corpus Christi
that will encourage growth,
retention, economic
development and job
creation. Employment of two
interns for 20 hours per week
and 12 weeks per semester
during the Spring Semester
of 2008, within the Office of
' Career Services to assist with
administration and evaluation
of the program.
January 15 through May 15,
2008
Placement of approximately
25 interns with small
businesses in Corpus Christi,
placement based on the
needs of the small business
with the goal of providing the
business with resources that
make the business more
effective and/or provide
growth opportunities. The
rimary gprogram
of the
is to provide support to small
businesses in Corpus Christi
that will encourage growth,
retention, economic
CORPORATION'S
PERFORMANCE
REQUIREMENTS
An amount not to exceed
$26,743 payable in monthly
installments based upon
invoices received from
TAMU-CC
August 15 through December An amount not to exceed
15, 2008 $48,084.55 payable in
monthly installments based
upon invoices received from
TAMIL -CC
H;LegDirlgwsIE oDevTAMU-c /Draftln entive 4A 0711 071114clean
Page 16 of 18
development and job
creation. Employment of two
interns for 20 hours per week
and 12 weeks per semester
during the Spring Semester
of 2008, within the Office of
Career Services to assist with 1
administration and evaluation
of the program.
Placement of approximately
30 interns with small
businesses in Corpus Christi,
placement based on the
needs of the small business
with the goal of providing the
business with resources that
make the business more
effective and/or provide
growth opportunities. The
primary goal of the program
is to provide support to small
businesses in Corpus Christi
that will encourage growth,
retention, economic
development and job
creation. Employment of two
interns for 20 hours per week
and 12 weeks per semester
during the Spring Semester
of 2009, within the Office of
Career Services to assist with
administration and evaluation
of the program.
January 15 through May 15,
2009
SCHEDULE B
TAMU-CC's PERFORMANCE
REQUIREMENTS
An amount not to exceed
$54,101.45 payable in
monthly installments based
upon invoices received from
TAMU-CC
TAM U -CC's TIME OF PERFORMANCE
Providing administrative oversight and direct
supervision for the placement of interns in the
small business employer program.
7
Beginning January 15, 2008 and continuing
during the Spring and Fall Semesters of 2008
and the Spring- Semester of 2009.
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Page 17 of 18
SCHEDULE C
TAIIU-CC's PERFORMANCE 1TAMIJ-CC's TIME of PERFORMANCE
REQUIREMENTS
Create and maintain not less than tv ro intern January 15 through May 15, 2008
(2) employment positions to assist in the
small business employer intern program for
its facility in Corpus Christi, Nueces County,
Texas, with an hourly. wage of $11.70 per
hour, plus personnel costs during the Spring
Semester of 2008.
Create and maintain not less than two intern
(2) employment positions to assist in the
small business employer intern program for
its facility in Corpus Christi, Nueces County,
Texas, with an hourly wage of $'13.'10 per
hour plus personnel costs during the Fall
Semester of 2008 and Spring Semester of
2009.
August 15 through December 15, 2008 and
January 15 through May 15, 2009
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Page 18 of 18
CIN OF CORPUS CHRISTI
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
in 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 Texas AMA University -
Corpus Christi granting $125,929 in business incentives for the operation of an
intern program to assist small businesses in Corpus Christi.
B. Resolution authorizing the City Manager or his designee to execute a project
agreement with the Corpus Christi Business and Job Development Corporation
regarding implementation and administration of the agreement to grant business
incentives to Texas A&M University -Corpus Christi for an intern program to assist
small businesses in Corpus Christi.
Amount Required: $125929
Fund Name
Fund No.
I I 110
Org. No.
jsoo5oqO
Account
No.
Project No.
Amount
a5 a9
Pti5Aktcs fio Pe re 9,4
Total
I
12..sr,
Certification Not Required
Director of. nancial Services
Date: