HomeMy WebLinkAbout027934 RES - 11/11/2008Page 1 of 3
A RESOLUTION
APPROVING AN AGREEMENT BETWEEN THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS
A & M UNIVERSITY -- CORPUS CHRISTI FOR DEVELOPMENT OF
FACILITIES FOR TAMU-CC'S BACHELOR OF SCIENCE IN
MECHANICAL ENGINEERING PROGRAM, WHICH GRANTS
$1,000,000 FOR RETROFITTING AND OUTFITTING LABORATORIES,
AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO
EXECUTE A PROJECT SUPPORT AGREEMENT WITH THE CORPUS
CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION
REGARDING IMPLEMENTATION AND ADMINISTRATION OF THE
TEXAS A & M UNIVERSITY -- CORPUS CHRISTI AGREEMENT
WHEREAS, the Corpus Christi Business and Job Development Corporation ("4A
Board") has budgeted funds to promote job training that will result in new jobs in Corpus
Christi, Texas.
WHEREAS, in 2008, the 4A Board requested proposals and determined that the
proposal from Texas A & M University -- Corpus Christi ("TAMU-CC"), best provided an
opportunity for job training that meets the needs of the local community;
WHEREAS, the4A Board's agreement with TAMU-CC provides a $1,000,000 grant for
development of facilities for TAMU-CC's Bachelor of Science in Mechanical Engineering
program.
WHEREAS, City Council deems that it is the best interest of the City and citizens to
approve the agreement between the 4A Board and TAMU-CC; and
WHEREAS, there is a need for a project support agreement between the City of Corpus
Christi ("City") and the 4A Board for the implementation and administration of the
agreement with TAMU-CC for development of facilities for TAMU-CC's Bachelor of
Science in Mechanical Engineering program.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That the agreement between the 4A Board and TAMU-CC, which is
attached to this resolution as Exhibit A, is approved.
SECTION 2. That the City Manager, or designee, is authorized to execute a project
support agreement between the City and 4A Board for the implementation and
administration of the agreement with TAMU-CC for development of facilities for
TAMU-CC's Bachelor of Science in Mechanical Engineering program, which is attached
to this resolution as Exhibit B.
02 934
RESOLUTION -- Agreement -- TAMU-CC BSME 10312008.doc
ATTEST:
Armando Chapa
Page 2 of 3
CITY OF CORPUS CHRISTI
ry Garr
City Secretary Mayor
APPROVED as to form: fro ✓ 3 , 2008
R. J Ining
Fi t A sistant ity Attorney
For the City Attorney
RESOLUTION -- Agreement -- TAMU-CC BSME 10312008.doc
Page 3 of 3
Corpus Qhristi, Texas
I ( of evvavK (�e� 2008
The above resolution was passed by the following vote:
Henry Garrett
Melody Cooper
Larry Elizondo, Sr.
Mike Hummel)
Bill Kelly
Priscilla G. Leal
John E. Marez
Nelda Martinez
Michael McCutchon
027934
RESOLUTION -- Agreement -- TAMU-CC BSME 10312008.doc
AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION AND TAMU-CC FOR DEVELOPMENT OF
FACILITIES FOR THE BACHELOR OF SCIENCE IN
MECHANICAL ENGINEERING PROGRAM
This Agreement for ("Agreement") is entered into between the Corpus Christi Business
and Job Development Corporation ("Corporation") and Texas A & M University —
Corpus Christi ("TAMU-CC"), a state institution of higher education.
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas
Revised Civil Statutes (Development Corporation Act of 1979) empowered local
communities with the ability to adopt an optional local sales and use tax as a means of
improving the economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City")
passed Proposition 2, New and Expanded Business Enterprises, which authorized the
adoption of a sales and use tax for the promotion and development of new and
expanded business enterprises at the rate of one-eighth of one percent to be imposed
for 15 years;
WHEREAS, the ballot measure authorized the use of the funds to make grants to
organizations to provide training and education to insure the knowledge and skills
required for the jobs of the future are in place;
WHEREAS, the Development Corporation Act of 1979 authorizes the use of funds for
primary job training facilities for use by institutions of higher education;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was
subsequently enacted by the City Council and filed with the State Comptroller of Texas,
effective April 1, 2003, to be administered by the Corpus Christi Business and Job
Development Corporation Board;
WHEREAS, the Corpus Christi Business and Job Development Corporation exists for
the purposes of encouraging and assisting entities in the creation of jobs for the citizens
of Corpus Christi, Texas;
WHEREAS, Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6,
Vernon's Texas Revised Civil Statutes, requires the City Council to approve all
programs and expenditures of the corporation;
WHEREAS, TAMU-CC has been authorized to offer an undergraduate degree in
mechanical engineering ("BSME") by the Texas Higher Education Coordinating Board;
WHEREAS, the Board has determined that it is in the best interests of the citizens of
Corpus Christi, Texas that business development funds be provided to TAMU-CC,
through this contract with TAMU-CC, to be used by TAMU-CC for expenses related to
establishing the facilities for the BSME program, including retrofitting and outfitting the
TAMU-CC BSME AGREEMENT 10272008.doc
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Exhibit A
laboratories currently used in TAMU-CC's mechanical engineering technology and
electrical engineering technology programs.
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and TAMU-CC agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest
date that either party executes this Agreement.
2. Term. The term of this Agreement is for one year from August 1, 2008, through July
31, 2009. This agreement may be extended at the option of the Corporation for up to
two additional one year terms, contingent upon annual appropriation of funds and
approval of the City Council.
3. The Corporation grants TAMU—CC $1,000,000.00 for development of facilities for
the BSME program, including retrofitting and outfitting the laboratories currently used in
TAMU-CC's mechanical engineering technology and electrical engineering technology
programs.
a. The specific items that are funded by this grant are described in Exhibit A,
which is attached to and incorporated into this agreement.
b. The Corporation will reimburse TAMU—CC for authorized expenditures
related to the retrofitting and outfitting of the engineering laboratories.
4. Buy Local Provision.
a. 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.
b. 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.
5. Warranties. TAMU-CC warrants and represents to Corporation the following:
a. TAMU-CC is a state institution of higher education, duly organized, validly
existing, and in good standing under the laws of the State of Texas, has all
corporate power and authority to carry on its business as presently conducted in
Corpus Christi, Texas.
b. TAMU-CC has the authority to enter into and perform, and will perform, the
terms of this Agreement.
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TAMU-CC BSME AGREEMENT 10272008.doc
c. TAMU-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.
d. If an audit determines that the funds were not used for authorized purposes,
TAMU-CC agrees to reimburse Corporation for the sums of money spent for
purposes not authorized by law within 30 days written notice requesting
reimbursement.
e. The parties executing this Agreement on behalf of TAMU-CC are duly
authorized to execute this Agreement on behalf of TAMU-CC.
6. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws,
ordinances, regulations, and rules of the Federal, State, county, and city governments.
7. Non -Discrimination. TAMU-CC covenants and agrees that 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.
8. Force Majeure. If the Corporation or TAMU-CC are prevented, wholly or in part,
from fulfilling its obligations under this Agreement by reason of any act of God,
unavoidable accident, acts of enemies, fires, floods, governmental restraint or
regulation, other causes of force majeure, or by reason of circumstances beyond its
control, then the obligations of the Corporation or TAMU-CC are temporarily suspended
during continuation of the force majeure. If either party's obligation is affected by any of
the causes of force majeure, the party affected shall promptly notify the other party in
writing, giving full particulars of the force majeure as soon as possible after the
occurrence of the cause or causes relied upon.
9. Assignment. TAMU-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.
10. Indemnity. To the extent authorized by law, TAMU-CC covenants
to fully 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' 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 TAMU-CC activities conducted under or incidental to
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TAMU-CC BSME AGREEMENT 10272006.doc
this Agreement, including any injury, loss or damage caused by the
sole or contributory negligence of any or all of the Indemnitees.
TAMU-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 cost and expenses of any kind arising from the liability,
damage, loss, claims, demands, or actions.
11. Events of Default. The following events constitute a default of this Agreement:
a. Failure of TAMU-CC to timely, fully, and completely comply with any one or
more of the requirements, obligations, duties, terms, conditions, or warranties of
this Agreement.
b. The Corporation or City determines that any representation or warranty on
behalf of TAMU-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;
c. Any judgment is assessed against TAMU-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.
d. TAMU-CC makes an assignment for the benefit of creditors.
e. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or
bankrupt.
f. If taxes owed by TAMU-CC become delinquent, and TAMU-CC fails to timely
and properly follow the legal procedures for protest or contest.
g. TAMU-CC changes the general character of business as conducted of the
date this Agreement is approved by the Corporation.
12. Notice of Default. Should the Corporation or City determine that TAMU-CC is in
default according to the terms of this Agreement, the Corporation or City shall notify
TAMU-CC in writing of the event of default and provide 60 days from the date of the
- notice ("Cure Period") for TAMU-CC to cure the event of default.
13. 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 of TAMU-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.
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TAMU-CC BSME AGREEMENT 10272008.doc
a. TAMU-CC shall immediately repay all funds paid by Corporation under this
Agreement.
b. TAMU-CC shall pay Corporation reasonable attorney fees and costs of court
to collect amounts due to Corporation.
c. The Corporation shall have no further obligations to TAMU-CC under this
Agreement.
d. Neither the City nor the Corporation may be held liable for any consequential
damages.
e. The Corporation may pursue all remedies available under law.
14. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenant or
condition of this Agreement, constitutes a waiver of any subsequent breach of
the covenant or condition of the Agreement.
b. 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.
c. Any waiver or indulgence of TAMU-CC' default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time TAMU-CC is in default in any of
its conditions or covenants of this Agreement, the failure on the part of the
Corporation to promptly avail itself of the rights and remedies that the
Corporation may have, will not be considered a waiver on the part of the
Corporation, but Corporation may at any time avail itself of the rights or remedies
or elect to terminate this Agreement on account of the default.
15. 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 actual or consequential damages, direct or indirect, interest,
attorney fees, or cost of court for any act of default by Corporation under the terms of
this agreement. Payment by Corporation is strictly limited to those funds so allocated,
budgeted, and collected solely during the grant term of this agreement, being August 1,
2008, through July 31, 2009. 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 less
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
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TAMU-CC BSME AGREEMENT 10272008.doc
year, and Corporation shall not be liable to for any 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 shall also require a written request from TAMU-CC to
be accompanied by all necessary supporting documentation.
16. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage
prepaid, addressed as follows:
TAMU-CC:
TAMU-CC
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 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 effective upon deposit in the United States mail in the manner
provided above.
17. 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.
18. Relationship of Parties. In performing this Agreement, both the Corporation and
TAMU-CC will act in an individual capacity, and not as agents, representatives,
employees, employers, partners, joint -venturers, or associates of one another. The
employees or agents of either party may not be, nor be construed to be, the employees
or agents of the other party for any purpose.
19. 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.
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TAMU-CC BSME AGREEMENT 10272008.doc
20. Severability.
a. 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.
b. 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 legal, valid, and enforceable, will be added
to this Agreement automatically.
21. Venue. Venue for any legal action related to this Agreement is in Nueces County,
Texas.
22. Sole Agreement. This Agreement constitutes the sole agreement between
Corporation and TAMU-CC. Any prior agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no
force and effect.
23. Survival of terms of agreement and obligations of parties. The terms of this
agreement and the obligation of the parties relating to [what survives] shall survive the
termination of this agreement.
Corpus Christi Business & Job Development Corporation
By:
Date:
Attest:
By:
Eloy Salazar
Chairperson
Armando Chapa
Assistant Secretary
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TAMU-CC BSME AGREEMENT 10272008.doc
TAMU-CC
By:
Date:
THE STATE OF TEXAS
COUNTY OF NUECES
This instrument was acknowledged before me on 2008, by ,
for TAMU-CC, a Texas non-profit corporation, on behalf of the corporation.
Notary Public
State of Texas
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TAMU-CC BSME AGREEMENT 10272008.doc
PROJECT SERVICE AGREEMENT
FOR DEVELOPMENT OF FACILITIES FOR TEXAS A & M UNIVERSITY — CORPUS
CHRISTI'S BACHELOR OF SCIENCE IN
MECHANICAL ENGINEERING PROGRAM
This Project Service Agreement ("Project Service Agreement") is entered into between
the Corpus Christi Business and Job Development Corporation ("Corporation") and the
City of Corpus Christi, Texas ("City").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas
Revised Civil Statutes (Development Corporation Act of 1979) empowered local
communities with the ability to adopt an optional local sales and use tax as a means of
improving the economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City passed Proposition 2, New and
Expanded Business Enterprises, which authorized the adoption of a sales and use tax
for the promotion and development of new and expanded business enterprises at the
rate of one-eighth of one percent to be imposed for 15 years;
WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 was
subsequently enacted by the City Council and filed with the State Comptroller of Texas,
effective April 1, 2003, to be administered by the Corporation's Board of Directors;
WHEREAS, the Corporation exists for the purposes of encouraging and assisting
entities in the creation of jobs for the citizens of Corpus Christi, Texas;
WHEREAS, the ballot measure authorized the use of the funds to make grants to
organizations to provide training and education to insure the knowledge and skills
required for the jobs of the future are in place;
WHEREAS, the Development Corporation Act of 1979 authorizes the use of funds for
primary job training facilities for use by institutions of higher education;
WHEREAS, Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6,
Vernon's Texas Revised Civil Statutes, requires the City Council to approve all
programs and expenditures of the Corporation;
WHEREAS, the City Council approved the Corporation's amended Guidelines and
Criteria for Granting Business Incentives on September 18, 2007;
WHEREAS, Texas A & M University -- Corpus Christi has submitted a proposal to the
Corporation for $1,000,000.00 for development of facilities for their Bachelor of Science
in Mechanical Engineering program;
WHEREAS, the Board has determined that it is in the best interests of the citizens of
Corpus Christi, Texas, to fund the retrofitting and outfitting of laboratories of facilities for
the Texas A & M University -- Corpus Christi's Bachelor of Science in Mechanical
Engineering program; and
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Project Support Agreement 4A -City -- TAMU-CC BSME 10312008.doc
CYI-II1:21T R
WHEREAS, the Corporation and Texas A & M University -- Corpus Christi have
executed an agreement for development of facilities for their Bachelor of Science in
Mechanical Engineering program.
In consideration of the covenants, promises, and conditions stated in this Project
Service Agreement, the Corporation and the City agree as follows:
1. Project Service Agreement to Implement Business Incentives Agreement. This
Project Service Agreement between the City and the Corporation is executed to
implement the Agreement for the Development of Facilities for the Bachelor of Science
in Mechanical Engineering Program between the Corporation and Texas A & M
University -- Corpus Christi ("Agreement").
2. Term. The term of this Project Service Agreement runs concurrently with the term of
the Agreement.
3. Services to be Provided by City.
a. The City Manager, or the City Manager's designee, shall administer funding
on behalf of the Corporation.
b. The City Manager, or the City Manager's designee, shall perform contract
administration responsibilities outlined in the Agreement for the Corporation.
4. Appropriation of Funds. Any future payments by the City are subject to
appropriation of funds by City's Council.
5. Effective Date. The effective date of this Project Service Agreement is the latest
date that either party executes this Agreement.
6. Amendments or Modifications. No amendments or modifications to this Project
Service 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.
7. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision,
phrase or word of this Project Service Agreement or the application of this
Project Service 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 Project
Service 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 Project Service Agreement that every section,
paragraph, subdivision, clause, provision, phrase, or word of this Project Service
Agreement be given full force and effect for its purpose.
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Project Support Agreement 4A -City -- TAMU-CC BSME 10312008.doc
b. 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 Project
Service Agreement, then the remainder of this Project Service 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 legal, valid, and
enforceable, will be added to this Project Service Agreement automatically.
8. Captions. The captions in this Project Service Agreement are for convenience only
and are not a part of this Project Service Agreement. The captions do not in any way
limit or amplify the terms and provisions of this Project Service Agreement.
The City of Corpus Christi Corpus Christi Business &
Job Development Corporation
'Angel R. Escobar Eloy Salazar
Interim City Manager Chairperson
Date: Date:
Attest
Armando Chapa
City Secretary
Approved as to Legal Form: , 2008.
R. Jay Reining
First Assistant City Attorney
for City Attorney
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Project Support Agreement 4A -City -- TAMU-CC BSME 10312008.doc