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HomeMy WebLinkAbout027532 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 DEL MAR COLLEGE GRANTING $130,921 IN BUSINESS INCENTIVES FOR THE OPERATION OF AN INTERN PROGRAM TO ASSIST SMALL BUSINESSES IN CORPUS CHRISTI WHEREAS, there is a need for an agreement between the Corpus Christi Business and Job Development Corporation and Del Mar College (Del Mar) to grant $130,921 in business incentives to Del Mar 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 Del Mar, which is attached hereto, is approved. ATTEST: Armando Chapa City Secretary APPROVED ED as to form: December 5, 2007 trk) ry Dw1. Smith Assistant City Attorney For the City Attorney CITY CORPU CHRISTI 027532 my Garr Mayor H:\LEG-DIR Shared\ ary \agenda\ OO 112-11\nes-DelMar Incentives.doe Page2of2 4 Corpus Christi, Texas I� of Cobl,ri oXA , 2007 The above resolution was passed by the following vote: Henry Garrett Melody Cooper Larry Eli undo, Sr. Mike Hmrell Bill Kel Iy Priscilla G. Leal John E. Marez Nelda Martinez Michael McCutchon 027532 H:\LEC-DI 1 hared\ aryS\agenda12007\12-1'I\Fes-DeIM r ves.doc .d AGREEMENT To GRANT USI ESS INCENTIVES TO DEL MAR COLLEGE FOR SMALL BUSINESS ASSISTANCE This Agreement to Grant Business Incentives for Small Business Assistance "Agreement" is into entered and betweenCorpus the Cor us Christi Business and Job Development Corporation ("Corporation"), a Texas nonprofitor oration organized under VAC.S. Art. 5190.6, Sec. 4A, with1201 Leopard Street, Corpus Christi, Texas, 78401, and Del Mar mailing address of p College, ("Del Mar"), a Texas institution of higher education, with principal place of business at 101 Baldwin Boulevard, Corpus Christi, Texas 78404. I. BACKGROUND 1.1 Purpose of Agreement. Corporation is a tax -supported non-profit corporation, whose p . collected within the Cityof Corpus Christi and dedicated primaryincome is from sales tax exclusively to economic development. This sales tax supporting Corporation is authorized as a Revised Civil Statutes, Art. 1 0. , Sec. A. Corporation exists loyal option under Texas. of developing, stabilizing, diversifying, and expanding the Corpus for the primarypurpose� g, Christi economythrough the retention, expansion, and recruitment of employment opportunities in order r 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: •providingaccess to students who will serve as interns in Assistance small businesses. . levelpositions. The small business will pay the student intern minimum wage professional in to$6.55r hour In July 2008) and DEL MAF will matchourrentl � per hour, adjust 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 opportunities. The primarygoal of the program is to provide effective and/or provide growth support to small businesses in Corpus Christi that will encourage growth, retention, economic "return job creation. The ro'ect goal is create a 1 % new job return on development and project investment." For 69 internships, it is expected that at least new jobs will be created over a 24 month period. A secondarybene fit of the program is providing internship opportunities for ..while makinga livingwage without working extended hours students, real-world experience and developing potential full-time employment opportunities following graduation. the spring The program will incommences rin semester of 2008, continuing through the fall concludingwith the spring semester of 2009. Sixty-nine intern semester of �0 f andp grant amount is $180,921, with $100,651 being used for positions are to be provided. The the small businesses'contributions. matchingfunds which will be equally matched b intern Office of Career intern positions for three semesters within DEL The $27,565 isMAR for two Services to assist with administration and evaluation of the program. It is anticipated that 15 interns will be used in spring semester of 2008,27 interns in the fall semester of 2008, and insemester of 2009. The performance requirements shall be 27 interns the spring continuously maintained during the entire term of this agreement. inconsideration of the premises and of the mutual covenants, NOW, THEREFORE, warranties, s, and agreements of the parties, it is agreed as follows: Page 1 of 17 11. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE 2.1 BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION 'grant toDEL MAR total One .1 Money brant; Corporation will convey Twenty-one Dollars($13o,2'I.00, set Hundred ThirtyThousand ane Hundred� of DEL MARand in to the performance requirements forth Schedule subjectrequirements shalt the nt as set forth in Schedule A. The performance req conditions precedent be continuously maintained during the entire term of this agreement. comply with anyperformance requirement FailureCorporation to timelyand fully. by � • its sole remedy, the right of default byCorporation giving DEL MAR shall be an act � � terms and conveyed and further being limited to the to the contracted amount to be � conditions contained in Article V11, paragraph 7.1, hereof. SCHEDULE A - - - DEL DfIR CONDITIONS DEL MAR' TIME OF PRECEDENT AND PERFORMANCE PERFORMANCE REQUIREMENTS TS Placement of approximately roximatel January 15 through May 15, 15 interns with small 2008 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 i 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 19 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career services to assist with Lo dministration and evaluation f the program.lacement of approimately Aug gust throw h December 27 interns with small H:L Dir/ ws/EeoDeVDEL MAR/Draftincentive 4A 07i O4dean Page 2 of 17 CORPORATION'S PERFORMANCE REQUIREMENTS An amount not to exceed $27,005 payable monthly upon receipt of statements from Del Mar An amount not to exceed $51,958 payable month' [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 I creation. Employment of Nato interns for 19 hours per week and 12 weeks per semester during the Fall Semester of 2008, within the Office of Career Services to assist with administration and evaluation of the program. Placement of approximately 27 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 19 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. 5, 2008 un receipt of statements from Del Mar January 15 through May15, An amount not to exceed 2009 X61,958 payable monthly upon receipt of statements from Del Mar H:LegDirlgws/EcoDeVDEL M RIDreftlncerwtive 4A 071204dean Page 3 of 17 2.2 INVESTMENT BY DEL MAR is not required to make any DEL MARcapital investment, but shall provide the performance requirements set forth in Schedule B. comply and to continue to comply with any Failure DELMAR to timelyand fully � performance requirement of this agreement shall be an act of default. SCHEDULE B _ _ ... �DEL lI�IA TIME OF PERFORMANCEE� �I PERFORMANCE REQUIREMENTS - _ Providing administrative oversight and direct Beginning January 15, 2008 and continuing Fall Semesters of 2008 placement of interns in the during the supervisionfor the Spring and Fa small sineem r�nploer program. and the Spring Semester of 2009. .2 Employment: withrequirements set forth in ScheduleC. DEL MAR shall comply the employment Failure by DEL MAR to timely andfully comply � and to continue to comply with any performance requirement of this agreement shall be an act of default. SCHEDULE C -- � -_. - -- -�- - JDEL MAR'� E OF PERFORMANCE DEL MAR'sPERFORMANCE REQUIREMENTS create and maintain not less than two intern employment ent 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 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 the Spring Semester of 2009. January 15 through May ''l , 2008 - -- -- August 15December through , 2008 and January 15 through May 15, 2009 H LegDirlgw D vDEL AR/Draftln entive 4A 071 04d an Page 4 of 17 111. REPORTING RTING AND MONITORING 3.1 orts and Monitoring: DEL MAR agrees to the following reporting and monitoring provisions, and oo I with any one re uirement shall constitute an and failure tofully timely � act of default. .1 DEL MAR shall providea report at the end of each semester certifying the p status of compliance through the life of the agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, DEL MAR 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 DEL MAR, durin normal working hours, at its Corpus Christi, Texas, facility, shall allow Corporation oration and its designee, Corpus Christi Regional Economic Development Corporation, reasonable access to DEL MAR'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. 1V. COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES in covenants and warranties to Corporation, and agrees to 4.1 DEL MAR makes the feller . following obligations and duties. Any false or substantially timely and fully perform the � herein or failure to timely statement contained and fully perform as required in this agreement shall be an act of default by DEL MAR. Failure to comply with any one covenant or warranty shalt constitute an act of default by DEL MAR. . , proceedingis pending or, to the knowledge of DEL � . No litigation or governmental MAR or DEL MAR's officers, threatened against or affecting DEL MAR that may result in any material adverse change in DEL MARis business, properties, or operations. No co approval or authorization of or registration or declaration within any governmental authorityis required in connection with the execution of this agreement or the transactions contemplated hereby. providedDEL MAR to Corporation or the .2 No certificate, statement or informationby 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. g .3 To the best of its knowledge, DEL MAR has acquired and maintained all necessary permits,and authorityto carry on its business operations in Corpus rights, licenses, . continue to use its best efforts to maintain all necessary rights, Christi, Texas, and will licenses, permits and authority. H:LegDirlgws/E oDevDEL ARiDrsftlncentive 4A 071204dean Page 5 of 17 shall be utilized solelyfor the purpose of offsetting the .4The funds herein granted cost of creating and maintainingthe intern assistance for small businesses through DEL IIAR's Corpus Christi facility. .5 DEL MAR shall continue its full-time business activities on its property in Corpus Chr�ti • , Texas, includingmaintainingemployment its em to ment and investment requirements at all times throughout the term of this agreement. .6 DEL MAR shall complete the project required this Agreement and shall provide q and staff the required employment positions, investment, and other economic development considerations described in this Agreement. comply .7DEL MARshall timely and fullywith all of the terms and conditions of this � Agreement. .8 DEL MAR shall notify Corporation tion in writing of substantial changes in management changes mean changes in Chaimnan of the Board, within seven days. Substantial President, C.E.O. or area management. .9 DEL MAR 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 mustsolely be utilized for purposes authorized under State law and by the terms of this Agreement. .10 In the event it is determined byCorporation• d or City of Corpus Christi that funds provided under this Agreement were not used in accordance with State law, then DEL funds to the MARagrees to repay suchCorporation within 30 days of written notice requesting reimbursement. .11 If an audit determines that the funds were not used for authorized purposes , DEL MAR agrees to reimburse Corporation oration for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. proceedings currentlypending concerning DEL MAR, .'1 � There are no bankruptcy g nor are any such proceedings s contem lated by DEL MAR, as of the date of execution of this Agreement by DEL MAR. DEL MAR will not discriminate nor permit discrimination against any person or .'I � � � o r i rr with regard to employment and the provision of services at, on, groupof persons,* .. on the grounds of race, religion, national origin, marital status, sex, age, the Facility, disability, or in any manner prohibited the laws of the United States or the State of Texas. .14 DEL MAR agrees to provide information, reports, or staternents 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 ainin to the transaction contemplated hereby, shall survive the original execution date of this agreement. H LegDirlgws/Eco[ eVDEL MAR/Draftincentive 4A 071204dean Page 6 of 17 V. S SPE SIOI SITE MII ATIOI S � its sole discretion, may suspend .1 Corporation, under the following circumstances, its obligations under this agreement or terminate this agreement, without liability to DEL MAR, upon any one of the following events, which are an act of default. .1 The appointment of a receiver o f DEL MAR,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 DEL MAR as bankrupt. .3 The filing by DEL MAR of a petition or n answer seekinbankruptcy, receivership • admitting material allegations of a petition filed against it in any reorganization, or adrn�tt�ng the bankruptcy or reorganization proceeding. VI. DEFAULT fail to timely, fullyand completely comply with any ."� Events of Default. Should DEL MAR �� one or more of the requirements, obligations, duties, terms, conditions or warranties of this agreement such failure shall be an act of default by DEL MAR and, if not fully and completely Corporation cured and corrected within sixty days after written notice to do so, p oration nny terminatethis agreement and pursue all legal remedies as provided by law, provided however that DEL MARs liability under this agreement shall be limited to the termination of � n under this agreement. Corporation shall not all further obligations on behalf of Corporation be liable to DEL MAR for any alleged consequential damages. Additionally, the following events shall constitute a default of this Agreement: Cityanyrepresentation or warranty on behalf of .1 The Corporation or determines that DEL MAR contained in this Agreement or in any financial statement, certificate, report, or opinion submitted tp o the Corporation in connection with this Agreement was incorrect rrect or misleadingin any material respect when made; .2 Anyjudgment �s assessedagainst DEL MAR or any attachment or other levy DEL MAR with respect the property of to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. .3 If taxes on the Facility become delinquent, and DEL MAR fails to timely and properly follow the legal procedures for protest or contest. .4 DEL MAR changes the general character of business as conducted of the date this Agreement is approved by the Corporation. .5 Foreclosure or sale of the Facility. .2 Any in roviding notice of default to SEL delay for any amount of tern by providing It byCorporation of its MAR shall in no event be deemed or constitute a waiver of such d rights and remedies available under this agreement, or in law or equity. H:Le Dir/ ws/EcoD vDEL MAR/Draftlnoentive 4A 071204 lean Page 7 of 17 6.4 Any waiver granted by Corporation tion to DEL MAR of any covenant or condition, the breach of any covenant or condition this Agreement, or of an act of default shall not be �t�on of ' waiver of anyother existing or future breach of a covenant or deemed or constitute or act of defaultDEL MAR or of a subsequent breach of the same covenant condition, orby condition or act of default of the same act or event by DEL MAR. 6.5 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. 6.6 AR's default maynot be considered an estoppel Any waiver or indulgence of DEL M against the Corporation. 6.7 Results of Uncured Default. After exhausting good faith attempts to address any •takinginto account anyextenuating circumstances that default during the Cure Period, and might have occurred through no fault of DEL MAR, 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 DEL MAR 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 DEL MAR under this Agreement. .3 Neither the city nor the Corporation be held liable for any consequential p may damages. TheCorporationmaypursue all remedies available under law. 6.8 DEL MAR shall give Corporation written notice of any act of default by Corporation, days after receipt of the notice to cure the default. and Corporation shall have thirty� p Failure by Corporation to timely and fullycure the act of default shall permit DEL MAR to pursue its legal remedies as provided in this agreement. V11. CORPORATION'S LIABILITY LIMITATIONS 7/��+ .f��`/�_ally1 agrees that Corporation shall only beliable to DEL i1 Payments: DEL MAR sec� grants to be conveyed to DEL MAR and shall not be MAR for the actual amount of the money� fable to DEL MAR for any other actual or consequential damages, direct or indirect, interest, act of defaultCorporation under the terms of this attorney fees, or costs of court foranby , ' 'agreed that Corporation shall only be required to pay the agreement. It �s further specifically p v urrentl collected, allocated and budgeted grant amounts solely out of its sales tax revenue e and to be allocated, budgeted and collected for DEL MAR during the term of this agreement. sefunds so allocated, budgeted and collected Payment byCorporation isstrictly limited to tho solely grant the term of this agreement, being January 1, 2008, through June 15, t 2009. Corporation shall use its best efforts to anticipate economic conditions and tobud understood and agreed that, should the actual total sates accordingly.ge However, it is further tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting ' partes with Corporation for that year, then in that event, all contracting parties H :LegDirl ws/EcoD vDEL MAR/ raftlncentive 4A 07l 20 cle n Page 8 of 17 shall receive • only their pro rata share of the available sales tax revenue for that year, less Corporation'scustomaryand usual costs and expenses, as compared to each contracting parties' Corporation shall not be liable to DEL MAR for any grant amount for that year, and , timethis event,Corporation will provide such deficiencyat that time or at any in the future. in DEL #11#F shall also documentation, as requested. Payments to be made to all supporting from DEL MARto be accompanied by all necessary supporting require written requestreceiptof such ' shall have thirtydays to rale payment afterdocurentat�on. �ororat�on payment request. The payment request should be directed to the address provided for Corporation below. V1II. 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. completely performing or meeting each and 8.2 Compliance shall mean timely, fully and �d in this agreement. requirement,obligation, duty, condition, or warranty as state every g 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 terms,conditions or warranties, as stated in this requirements, obligations, duties, agreement. ent, �rprat •on may, inits 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 timelydebts in the ordinary course of business or pay cannot pay debts as they become due, or is insolvent within the meaning of the federal bankruptcy law. or8.5 flooding, wars, riots weather such as tornadoes Force Majeure shall mean severe, • ' * and essential equipment and supplies from all sources. and the unavailability of necessary � IX. GENERAL TERMS 9.1 Effective of this Agreement("Effective Date")is the latest Date. The effective date date that either party executes this Agreement. 9.2 Term. The term of this Agreement is eighteen months from the Effective Date. • Thisterminatedbymutual agreement of the parties 9.3 Termination. Agreement may be , •failureother partyto fulfill an obligation as set forth herein. or by either party, upon the of the � .. . extinguish all rights, duties, obligations, and liabilities The termination of this Agreement shall thisexcept all rights, duties, liabilities, and obligations of the parties under Agreement, p accrued prior to such termination shall survive termination. ThisAgreement is subject to all legal requirements in the City 9.4Compliancewith Laws. City of Corpus Christi and all other applicable county, Charter and Code of Ordinances of the � t p state, and federal laws. DEL MAshall observe and obey all applicable laws, ordinances, State,Countyand City governments, as may be regulations, and rules of the Federal, H:Le Dirlg r /E OD VDEL MAR/Draftincentive 4A 071204dean Page 9 of 17 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, DEL MAR may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the and City. Anyattempted assignment without approval is void, and constitutes a Corporation � breach of this Agreement. 9.6 To the extent permitted Texas law, DEL MAR will indemnify, Indemnity.p save, and hold harmless the Corporation, the City, their respective officers, to ee� and agents("Indemnitees'9against all liability, damage, loss, claims, amp �� f actions of an kind on account of personal injuries (including, without demands, and ' " " foregoing, workers' compensation and death claims), or property loss or limiting the ► , anykind, which arise out of or are in any manner connected with, or are damage claimed to arise out of or be in any manner connected with DEL MAR activities or incidental to this Agreement, including any injury, loss or damage conducted under caused by the sole or contributorynegligence of any or all of the Indemnitees. DEL MAR must, at its own expense, ense investi ate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactoryto indemnitees, and pay all charges of attorneys and all other costs expenses a enses of any kind arising from the liability, damage, loss, claims, demands, or actions. 9.7 Buy Local Provision. DEL MAR agrees to use its best efforts to give preference and priority to local manufacturers,suppliers,contractors, and labor, except where not reasonably possible to so withoutp added expense, ense substantial inconvenience, or sacrifice in operating efficiency. For the purposes of this section, the term "local" as used to describe manufacturers, . suppliers, leers contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. 9.8 Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Del Mar College: Del Mar College Vice President Business and Finance 101 Baldwin Boulevard Corpus Christi, Texas 78404 Corporation: City of Corpus Christi Business and Job Development Corporation Attn: Executive Director H:Le Dir/ wsfE oDevDEL MAR/Draftlne ntUve 4A 071204clean Page 10 of 17 1201 Leopard Street Corpus Christi, Texas 78401 b. A copyof 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 is effectiveupon deposit in the United States mail in the manner provided c. Noticep above, 9.9 Incorporation of other documents. a. The Corpus Christi Business & Job Development Corporation Guidelines & Criteria ford Granting Business Incentives ("Corporation Guidelines"), adopted September 18, 2007, are incorporated into this Agreement. b. DEL MAR lication 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: (1) This Agreement,(ii) Corporation Guidelines, (111) Application, 9.10 Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. of Parties. In performingthis Agreement, both the Corporation and DEL .�I'! Relationship MAR will act in an individual capacity, and not as agents, representatives, employees, employers,partners,joint-veriturers, or associates of one another. The employees or agents partymaynot be,nor be construed to be, the employees or agents of the other party of either for any purpose. 9.12 Captions. 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 b 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 H:LegDirlgwslEcoDevDEL 1ARlDraftin entive 4A 071204dean Page 11 of 17 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 law effective duringthe term of this Agreement, then the under present or future remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid,clause or provision, a clause or provision, as similar in terms to or unenforceablethe illegal, invalid, or • unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 9.14 Venue. Venue for any legal action related to this Agreement is in Nueces County, and waives an objections to, in personum jurisdiction in Texas. DEL MAR consents t , � Nueces County, Texas. This agreement and the relationship between Corporation and DEL MAR 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 DEL MAR. Anyprior agreements, promises, negotiations, or Corporation and not expressly stated in this Agreement, are of no force representations, verbal or otherwise, � � 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. Corporation represents that no Corporation board member or 9.17 Representation. p employee, City of Corpus Christi officer anon employee, has been or will be compensated i� any bringing the parties hereto together, agreementmanner with respect to directly or indirectlyg of thisAgreement. or the entering into In no event will DEL MAR pay a fee to or Corporation board member or employee, City of Corpus in any manner compensate any p Christi officer or employee, in •connection with the acceptance of this Agreement. A breach this provision (10.17) shall result in automatic and immediate termination of this Agreement, and shall be an act of default by DEL MAR. 9.18 Other Contracts. it is understood by DEL MAR that Corporation has heretofore entered, and may hereafter enter, into contracts with other companies or persons upon terms andconditions different from the terms and conditions of this Agreement, and DEL MAR has no standing to object whatsoever tosuch contracts or require any modifications or any changes to its Agreement due to such other agreements. employees,and its agents or contractors retained to 9.19Corporation, its officers and perform economic development servicesCorporation, for Cor oration, shall treat as confidential the financialtaterr�nts of DEL MAR and shall not release such information to the public, unless required by law or court order. Corporation oration shall immediately notify DEL MAR of requests or court orders to release such information. 9.20 All representations, warranties, covenants and agreements of the parties, as well as in to the transaction contemplatedhereby, shall any rights and benefits of the parties pertaining survive the original execution date of this agreement. H:Le Dirlgws/EcoDeVDEL 1ARiDr itlnceritive 4A 071 o4 can Page 12 of 17 EXECUTED on the date shown opposite the signature of each party. Corpus Christi Business & Job Development Corporation By: Eloy Salazar, Chairperson Date: Attest By: Armando Cha a, Assistant Secretary Approved as ti tit G ' ry 44 Assistant City Attorney For City Attorney tit4�. H:LegDir/gw JEcoDeVDEL 1 RlDreftlncentive 4A 071 04cdean Page 13 of 17 15- a .A LI TNnRI� Del Mar College By: Travis Kirkland, Interim President, Del Mar College Date: Attest: By: Title: Federal Tax ID No.: Corporate Seal: The State of Texas§ County of Nueces§ Before me,{Notary's name), on this day i to me to personally appeared Travis Kirkland, Interim President, Del Mar College, known be the person whose name is subscribed tot the foregoing instrument and acknowledged to me that he executed the same in the capacity stated as the act of Del Mar College, for the purposes and consideration expressed in the instrument. Given under my hand and seal of office this the day Notary Public, State of Texas 1-1:LegDirigws/EcoDevDEL M RIDraftlncentiVe 4A 07l O c#earl Page 14 of 17 SCHEDULES DEL MAR's CONDITIONS PRECEDENT AND PERFORMANCE REQUIREMENTS 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 acid 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 19 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. Placement of approximately 27 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 SCHEDULE A DEL MAR's TIME OF PERFORMANCE CORPORATION'S PERFORMANCE REQUIREMENTS An amount riot to exceed $27,005 payable monthly upon receipt of statements from Del Mar An amount not to exceed $51,958 payable monthly upon receipt of statements from Del Mar H:Le Dir/ ws/EC0DevDEL MAR/Draftincentive 4A 0l1 04 leen Page 15 of 17 development and job creation. Employment of two interns for 19 hours per week and 12 weeks per semester during the Fall Semester of 2008, within the Office of Career Services to assist with administration and evaluation of the program. Placement of approximately 27 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 19 hours per week and 12 weeks per semester during the Spring Semester of 2009, within the Office of Career Services to assist with administration ion and evaluation of the program. January 2009 5 through May 15, An amount not to exceed $51,958 payable monthly upon receipt of statements from Del Mar SCHEDULE B DEL IR' TIME PERFORMANCE DEL iR'� PERFORMANCE REQUIREMENTS __ Providing administrative oversight and direct BeginningJanuary 15, 2008 and continuing duringthe Spring and Fall Semesters of 2008 supervision for the placementof interns in thep small business employer program. and the Spring Semester of 2009. og 11egDir/ ws/EcoDevDEL MARIDraftln entive 4A 071204c1ean Page 16 of 1 SCHEDULE C DEL MAR's PERFORMANCE REQUIREMENTS DEL MAR'S TIME of PERFORMANCE Create and maintain not less than two intern January '1 through May 15, 2008 (2) employment positions to assist in the small business employer intern program for its facility in Corpus Christi, Nueces es 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 the Spring Semester of 2009. August 15 through h De ember 15, 2008 and January 15 through May 15, 2009 L H:LegDirlgws/E oD vDEL MAR/Draftincentive 4A 071204dean Page 17 of 17 CITY 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 Del Mar College granting $130,921 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 Del Mar College for an intern program to assist small businesses in Corpus Christi. Amount Required: $j3!1921 Fund Name Fund No. Org. No. Account No. Project No. Amount gq gJ,e5 poi be lopi., WO I 50aD SiinaYo /30 ?al--- ---- - Total ------ --- /10,qAdi Certification Not Required Director of financial Services Date: /4/ State of Texas County of Nueces PUBLISHER'S AFFIDAVIT City of Corpus Christi C18438 Ad # 5766032 PO# e2,0 AUG `;*•'-' Before me, the undersigned, a Notary Public, this day personally came CRIS HURTADO, who being first duly sworn, according to law, says that she is LEGAL SALES REPRESENTITIVE of the Corpus Christi Caller -Times, a daily newspaper published at Corpus Christi in said City and State, generally circulated in Aransas, Bee, Brooks, Duval, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San Patricio, Victoria and Webb Counties, and that the publication of, Public Hearing City, of Corpus Christi 2007-2008 Proposed Operating Budget, which the annexed is a true copy, was inserted in the Corpus Christi Caller -Times on 17th Sty 30th , day(s) of July, 2007. $ 222, 80 E-MAILED -7/3/ /07 /t1 troe Arr/1rz r- r LEGAL SAL S REPRESENTIVE On this 30th day of July, 2007. I certify that the attached document is a true and an exact copy made by me. GWENN J. MEDINA MY COMMISSION EXPIRES August 2, 2008 Not - ic, Nueces County, Texas • Sunday . June 17, 2007 PUBLIC HEARING CITY OF CORPUS CHRISTI 2007-2008 PROPOSED OPERATING BUDGET Public notice is hereby __given that the City Council of the City of Corpus Christi will hold a public hearing on the FY 2907-2008 proposed City operating budget on July 10, 2007 during the Council meeting beginning at 10:00 a.m. in the City Council Chambers, 1201 Leopard . Street, Corpus Christi, Texas. A copy of the FY 2007- 2008 proposed operating budget is available for review in the office of the City Secretary . or .at any City public library. Is/ Armando Chapa City Secretary City of Corpus Christi June 30, 2007. Saturday . PUBLIC HEARING CITY OF CORPUS CHRISTI 2007-2008 PROPOSED OPERATING, BUDGET Public notice is hereby given that the City Council of the City of Corpus Christi will hold a public hearing on the FY 2007-2008 proposed City operating budget on July 10, 2007 during the Council meeting beginning at 10:00 a.m. In the City Council Chambers, 1201 Leopard Street. Corpus Christi, Texas. A copy of the FY 2007- 2008 proposed operating budget is available for review in the office of the City Secretary or at any City public library. !s/ Armando Chapa City Secretary City of Corpus Christi