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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 Page 2 of 2 l 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: Page 1 of 18 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. H:LegDir gws/Eco[ evTAMU; /Draftln c tive 4A 071114cleen Page 2 of 18 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 H:LegDir gws/Eco[ evTAMU; /Draftln c tive 4A 071114cleen Page 2 of 18 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 F :Le Dir/ ws/E DevTAMU- /Draftln entive 4A 0711144 an Page 3 of 18 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 , -- — - - H:LegDir/ ws/EcoDevTAMU CC/Dreftlncentive 4A 071114clean Page 4 of 18 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. H:L gDirl w /Ec D vT MU- /Draltln entive 4A 0711071114dean Page 5 of 18 .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. fl: Leg Dir/gws/E oDevTAI U- VVDraft! ncent' ve 4A 07111 lean age 6 of 18 .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. ftLegDirlgws/Ec D vTJ MU- /Dratln entiv 4A 071114clean Page 7 of 18 .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 H:LegDirlgw /EcoD vT MU- /Draftlncentiv 4A 071114clean Page 8 of 18 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 H LegDirlgws/EcoDevTA U- /Draft#ncentiv 4A 07111 clean Page 9 of 18 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: H:Le DirlgwslEcoDevTAMu-ccjDraftlncentive 4A 071 071114clean Page 10 of 18 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. H:Le Dir/gws/E oDevTAMU-cc/Dr flncentive 4A 0711 l4clean Page 11 of 18 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. H:LegDir/gws/E oDevT i U- /Draf#IfCefl#UVe 4A 011114elean 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 H:LegDlrlgw l oDevTA U- /Draftln entiv 4A 071114clean 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. H:LegDirlgwsfEco vTAMI!- /Draftln entiv 07111 lean 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 ftLegDirl ws/E oDevTAMU- /Draf#In entiVe 4A 0711071114clean 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: