Loading...
HomeMy WebLinkAbout028472 RES - 01/26/2010Page 1 of 3 A RESOLUTION APPROVING A BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE FIRST AMERICAN CORPORATION FOR THE CREATION AND RETENTION OF JOBS AND AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE A BUSINESS INCENTIVE PROJECT SUPPORT AGREEMENT WITH THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION REGARDING IMPLEMENTATION AND ADMINISTRATION OF THE FIRST AMERICAN CORPORATION BUSINESS INCENTIVE AGREEMENT WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Board") has budgeted funds to assist business in Corpus Christi, Texas. WHEREAS, in 2007, the Type A Board requested proposals and determined that the proposal from The First American Corporation ("First American"), best provided assistance for business support; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentive project support agreement; and WHEREAS, there is a need for a business incentive project support agreement between the City of Corpus Christi ("City") and the Type A Board for the implementation and administration of the business incentive agreement with First American for the creation and retention of jobs. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the business incentive agreement for the creation and retention of jobs for businesses between the Type A Board and First American, 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 Type A Board for the implementation and administration of the business incentive agreement with First American for the creation and retention of jobs, which is attached to this resolution as Exhibit B. ATTEST: THE CITY OF CORPUS CHRISTI -) Cc— Joe Aefame Mayor Armando Chapa City Secretary 028472 RESOLUTION -- Business Incentive Agreement -- First American -- 01202010 NOTE: First American Corp. withdrew their request therefore, no contract will be executed. INDEXED Page 2 of 3 APPROVED: -24 day of January, 2010. R. Ja yi'ning Fir Assistant City Attorney For City Attorney RESOLUTION -- Business Incentive Agreement -- First American -- 01202010 Page 3of3 Corpus Christi, Texas (P of C.._ / , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott Alas+aim 028472 RESOLUTION -- Business Incentive Agreement -- First American -- 01202010 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE FIRST AMERICAN CORPORATION FOR THE CREATION AND RETENTION OF JOBS This Business Incentive Agreement for ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and The First American Corporation, a Delaware for-profit corporation ("First American"). 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 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, the Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code, formerly 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, First American's Corporate Contact Center will support the Information Outsourcing Solutions Business segment by providing inbound and outbound contact center services to mortgage companies which include tax escrow customer service, redemption information, non -escrow tax delinquency reminders and other mortgage related services; Page 1 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A Exhibit A DRAFT WHEREAS, First American proposes to invest approximately $5.8 million in construction and acquisition of furniture, fixtures, and equipment over a three year period; 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 First American, through this contract with First American, to be used by First American to partially offset the costs of building improvement, purchase of computers, office stations, furniture and fixtures and which will result in creation of up to 400 new full-time permanent jobs in the City of Corpus Christi, with an estimated annual average salary of $22,500. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and First American 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 five years beginning on the effective date of the First American leases for its facility ("Commencement Date"). 3. Option to Extend. a. First American has the option to extend the term of this Agreement for one successive three year term following the Original Term and one successive two year term following the First Extension (each of the periods being referred to as the "Extended Term"). The option to extend may only be exercised: (1) If there is no default in the performance of any condition of this Agreement for which a notice of default has been given to the First American. However, in the case of any default that cannot be cured prior to the last day on which the First American is entitled to exercise the option, if the First American proceeded promptly after the service of the notice of default with due diligence to cure the default, the First American may nevertheless exercise the option. (2) First American has at least 400 employees with an average annual salary of at least $24,835 at the end of the Original Term and $26,745 at the end of the First Extension. b. With the following exceptions, each Extended Term will be upon the same conditions as provided in this Agreement: (1) There is no privilege to extend the term of this Agreement for any period of time after the expiration of the second extended term. Page 2 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT (2) First American shall retain at least 400 employees. In any year in which First American does not retain at least 400 employees, the Corporation will not make a grant to First American for that year. (3) If First American, during any year during an extension, retains at least 400 employees, with an average annual salary of at least 102.5% of the prior year's average annual salary, the Corporation will provide a $120,000 grant to First American. c. Where First American is entitled to exercise the option for an Extended Term, the First American must provide written notice of the at least three months prior to the then current Term. Upon the exercise, this Agreement will be extended or further extended automatically without the necessity of further action by City or First American. 4. Performance Requirements and Grants. a. First American's performance requirements: (1) During the first year following the Commencement Date, First American shall invest at least $4.8 million on construction of facilities and acquisition of furniture, fixtures, and equipment and employ at least 80 new employees with an average annual salary of at least $22,500 per employee. (2) During the second year following the Commencement Date, First American shall invest at least $500,000 on acquisition of furniture, fixtures, and equipment; retain at least 80 existing employees with an average annual salary of at least $23,062.50 per existing employee; and employ at least 80 new employees with an average annual salary of at least $23,062.50 per new employee. (3) During the third year following the Commencement Date, First American shall invest at least $500,000 on acquisition of furniture, fixtures, and equipment; retain at least 160 existing employees with an average annual salary of at least $23,639 per existing employee; and employ at least 80 new employees with an average annual salary of at least $23,639 per new employee. (4) During the fourth year following the Commencement Date, First American shall retain at least 240 existing employees with an average annual salary of at least $24,230 per existing employee and employ at least 80 new employees with an average annual salary of at least $24,230 per new employee. Page 3 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT (5) During the fifth year following the Commencement Date, First American shall retain at least 320 existing employees with an average annual salary of at least $24,835. per existing employee. (6) First American shall annually report their actual investments within the City of Corpus Christi, and provide documentation to support the report to the Corpus Christi Regional Economic Development Corporation. b. Corporation's Grants. The Corporation will grant First American up to $600,000 under the following conditions: (1) If First American, in the first year following the Commencement Date, invests at least $4.8 million on construction of facilities, furniture, fixtures, and equipment and employs at least 80 new employees with an average annual salary of at least $22,500 per employee, the Corporation will grant First American $96,000. (2) If First American, in the first year following the Commencement Date, invests at least $4.8 million on construction of facilities, furniture, fixtures, and equipment and employs at least 100 new employees with an average annual salary of at least $22,500 per employee, the Corporation will grant First American $120,000. (3) If First American, in the second year following the Commencement Date, invests at least $500,000 on furniture, fixtures, and equipment and, retains at least 80 existing employees with an average annual salary of at least $23,062.50 per existing employee, and employs at least 160 new employees with an average annual salary of at least $23,062.50 per new employee, the Corporation will grant First American $96,000. (4) If First American, in the second year following the Commencement Date, invests at least $500,000 on furniture, fixtures, and equipment; retains at least 100 existing employees with an average annual salary of at least $23,062.50 per existing employee; and employs at least 200 new employees with an average annual salary of at least $23,062.50 per new employee, the Corporation will grant First American $120,000. (5) If First American, in the third year following the Commencement Date, invests at least $500,000 on furniture, fixtures, and equipment; retains at least 240 existing employees with an average annual salary of at least $23,062.50 per existing employee; and employs at least 80 new employees with an average annual salary of at least $23,062.50 per new employee, the Corporation will grant First American $96,000. (6) If First American, in the third year following the Commencement Date, invests at least $500,000 on furniture, fixtures, and equipment; retains at least 300 existing employees with an average annual salary of at least Page 4 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT $23,062.50 per existing employee; and employs at least 100 new employees with an average annual salary of at least $23,062.50 per new employee, the Corporation will grant First American $120,000. (7) If First American, in the fourth year following the Commencement Date, retains at least 320 existing employees with an average annual salary of at least $24,230 per existing employee, the Corporation will grant First American $96,000. (8) If First American, in the fourth year following the Commencement Date, retains at least 400 existing employees with an average annual salary of at least $24,230 per existing employee, the Corporation will grant First American $120,000. (9) If First American, in fifth year following the Commencement Date, retains at least 320 existing employees with an average annual salary of at least $24,835 per existing employee, the Corporation will grant First American $96,000. (10) If First American, in the fifth year following the Commencement Date, retains at least 400 existing employees with an average annual salary of at least $24,835 per existing employee, the Corporation will grant First American $120,000. (21) If First American does not create the minimum number of new jobs or retain the number of jobs for any given year, as defined in the following chart below, the Corporation will not award any grant to First American for that calendar year. Year Minimum Minimum Number of Number of New Jobs Retained Jobs 2010 80 0 2011 160 80 2012 80 240 2013 0 320 2014 0 320 Page 5 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT (22) If First American does not make the annual minimum capital investment in construction of facilities or acquisition of furniture, fixtures, and equipment in any year as required by Section 3.a.(1) — (6), the Corporation will not award any grant to First American for that calendar year. 5. Job Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages as required by Section 501.162, Texas Local Government Code, formerly Section 38(b) of the Development Corporation Act of 1979, as amended, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles report. b. A full-time permanent job is one that provides at least 2,080 hours annually. c. First American agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by the Business. d. First American agrees to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. e. First American shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 6. Buy Local Provision. a. First American 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. 7. Warranties. First American warrants and represents to Corporation the following: a. First American is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. Page 6 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT b. First American has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. First American has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. First American has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, 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. e. The parties executing this Agreement on behalf of First American are duly authorized to execute this Agreement on behalf of First American. 8. Compliance with Laws. First American shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 9. Non -Discrimination. First American covenants and agrees that First American 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. 10. Force Majeure. If the Corporation or First American 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 First American 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. 11. Assignment. First American 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. 12. Indemnity. First American 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' Page 7 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT 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 First American 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. First American 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. 13. Events of Default. The following events constitute a default of this Agreement: a. Failure of First American to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions, or warranties of this Agreement, other than the requirement to create a minimum number of new jobs or maintain a minimum number of jobs in any specific year. However, the minimum number of new jobs must be created and maintained by the end of the contract term. b. The Corporation or City determines that any representation or warranty on behalf of First American 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 First American or any attachment or other levy against the property of First American with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. d. First American makes an assignment for the benefit of creditors. e. First American files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. f. If taxes owed by First American become delinquent, and First American fails to timely and properly follow the legal procedures for protest or contest. g. First American changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 14. Notice of Default. Should the Corporation or City determine that First American is in default according to the terms of this Agreement, the Corporation or City shall notify Page 8 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT First American in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for First American to cure the event of default. 15. 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 First American, 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. a. First American shall immediately repay all funds paid by Corporation under this Agreement. b. First American 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 First American 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. 16. 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 First American's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time First American 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. 17. First American specifically agrees that Corporation shall only be liable to First American for the actual amount of the money grants to be conveyed to First American, and shall not be liable to First American for any actual or consequential damages, direct Page 9 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT 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. 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 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 First American to be accompanied by all necessary supporting documentation. 18. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: First American Corporation: First American Corporation 1 First American Way Santa Ana, CA 92707 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. 19. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement, Page 10 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT 20. 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. 21. Relationship of Parties. In performing this Agreement, both the Corporation and First American 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. 22. 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. 23. 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. 24. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 25. Sole Agreement. This Agreement constitutes the sole agreement between Corporation and First American. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 26. Survival of terms of agreement and obligations of parties. The terms of this agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this agreement. Page 11 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Eloy Salazar President Armando Chapa Assistant Secretary Page 12 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT The First American Corporation By: Date: Mike Rasic Chief Financial Officer THE STATE OF CALIFORNIA COUNTY OF ORANGE This instrument was acknowledged before me on , 2010, by Mike Rasic, Chief Financial Officer, for First American Corporation, a Delaware for-profit corporation, on behalf of the corporation. Notary Public State of California Page 13 of 13 BUSINESS INCENTIVE AGREEMENT -- First American -- 01202010A DRAFT BUSINESS INCENTIVE PROJECT SERVICE AGREEMENT This Business Incentives 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 Board of Directors of the Corporation ("Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting Business Incentives; WHEREAS, Section 501.073, Texas Local Government Code (formerly 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, The First American Corporation ("First American") has submitted a proposal to the Corporation for $1.2 million for creation and retention of jobs; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund the First American's [project]; and WHEREAS, the Corporation and First American have executed a business incentive project agreement for the creation and retention of jobs. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Corporation and the City agree as follows: First American Project Support Agreement 4A -City 01202010 Page 1 of 3 Exhibit B 1. Project Service Agreement to Implement Business Incentives Agreement. This Project Service Agreement between the City and the Corporation is executed to implement the Business Incentive Agreement for the creation and retention of jobs between the Corporation and First American ("Business Incentive Agreement"). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive 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 Business Incentive 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. 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. Page 2 of 3 First American Project Support Agreement 4A -City 01202010 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 City Manager President Date: Date: Attest Armando Chapa City Secretary Approved as to Legal Form: , 2010. R. Jay Reining First Assistant City Attorney for City Attorney Page 3 of 3 First American Project Support Agreement 4A -City 01202010