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HomeMy WebLinkAbout028753 RES - 08/31/2010;r Pagel of 3 RESOLUTION APPROVING AN AGREEMENT TO GRANT SMALL BUSINESS INCENTIVES BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND SCORE CHAPTER 221, WHICH GRANTS $50,000 IN SMALL BUSINESS INCENTIVES FOR THE OPERATION OF A PROGRAM TO ASSIST SMALL AND START-UP BUSINESSES IN CORPUS CHRISTI AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A SMALL BUSINESS INCENTIVES PROJECT SUPPORT AGREEMENT WITH THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION REGARDING IMPLEMENTATION AND ADMINISTRATION OF THE AGREEMENT TO GRANT SMALL BUSINESS INCENTIVES WHEREAS, there is a need for an agreement to grant small business incentives for small business assistance between the Corpus Christi Business and Job Development Corporation and SCORE Chapter 221 (SCORE), which grants $50,000 in business incentives to SCORE for a program to assist small and start- up businesses in Corpus Christi; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the agreement to grant small business incentives for small business assistance between the Corpus Christi Business and Job Development Corporation and SCORE Chapter 221, which is attached to this resolution as Exhibit A, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute the small business incentives project support agreement between the City of Corpus Christi and the Corpus Christi Business and Job Development Corporation for the implementation and administration of the agreement to grant small business incentives for small business assistance with SCORE Chapter 221, which is attached to this resolution as Exhibit B. ATTEST: CITY OF CORPUS CHRISTI Armando Chapa City Secretary 4ARes-SCORE Incentives 08092010 Joe R/471:1-1716? ame Mayor 02 153 INDEXED ,, Page 2 of 3 APPROVED as to form: 5/025 , 2010 R. J Reining Fi t Assistant Cffy Attorney For the City Attorney 4ARes-SCORE Incentives 08092010 Corpus Christi, Texas of , 2010 The above resolution was passed by the following vote: Joe Adame Chris N. Adler Brent Chesney Larry R. Elizondo, Sr. Kevin Kieschnick U Priscilla Leal John E. Marez Nelda Martinez Mark Scott 4ARes-SCORE Incentives 08092010 028753 Page.3 of 3 AGREEMENT TO GRANT SMALL BUSINESS INCENTIVES TO SCORE CHAPTER 221 FOR SMALL BUSINESS ASSISTANCE This Agreement to Grant Small Business Incentives for Small Business Assistance ("Agreement") is entered into by and between the Corpus Christi Business and Job Development Corporation ("Corporation"), a Texas non-profit corporation, organized under V.A.C.S, Sec. 4A., Art. 5190.6 (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code„ with mailing address of 1201 Leopard Street, Corpus Christi, Texas, 78401, and SCORE Chapter 221, ("SCORE "), a nonprofit association, with principal place of business at 3649 Leopard Street, Suite 411, Corpus Christi, Texas 78408. I. BACKGROUND 1.1. Purpose of Agreement. Corporation is a tax -supported non-profit corporation, whose primary income is from sales tax collected within the City of Corpus Christi and dedicated exclusively to economic development. This sales tax supporting Corporation was authorized as a local option under Texas Revised Civil Statutes, Sec. 4A, Art. 5190.6. The Corporation exists for the primary purpose of developing, stabilizing, diversifying, and expanding the Corpus Christi economy through the retention, expansion, and recruitment of employment opportunities in order to benefit the citizens of Corpus Christi and the surrounding areas. 1.2. Project. The project and performance requirement to be implemented by means of this agreement are generally described as follows: 1. SCORE will provide assistance to small businesses and persons and entities desiring to begin and operate a small business in Corpus Christi by mentoring clients; conducting workshops; and advising clients as to business plans, pro - formas, forms of business entity, financial implications, and all other aspects of small business operations. 2. SCORE will retain an executive assistant/coordinator to assist the SCORE volunteers in administering the assistance program. SCORE will engage in a limited advertising campaign to publicize the assistance program. 3. The performance requirements shall be continuously maintained during the entire term of this agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants, warranties, and agreements of the parties, it is agreed as follows: Page 1 of 16 SCORE 4A Small Business Development Agreement 08122010 Exhibit A 11. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS 2.1. BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION 1. Money Grant: 1. Corporation will reimburse SCORE by grant for all direct expenses related to the project. The total reimbursements may not exceed Fifty Thousand Dollars ($50,000.00), subject to the performance requirements of SCORE and the conditions precedent set forth in Schedule A. 2. Failure by Corporation to timely reimburse SCORE is an act of default by Corporation giving SCORE. As its sole remedy is the right to be reimbursement of the contracted amount, which is further limited to the terms and conditions contained in Article VII, paragraph 7.1, of this agreement. Page 2 of 16 SCORE 4A Small Business Development Agreement 08122010 SCHEDULE A SCORE's CONDITIONS PRECEDENT AND PERFORMANCE REQUIREMENTS SCORE's TIME OF PERFORMANCE CORPORATION's PERFORMANCE REQUIREMENTS 1. Employment of a August 1, 2010 through Reimbursement of SCORE contract executive July 31, 2011 expenses up to a total of assistant/ coordinator, with $50,000, payable within 45 an average annual salary of days of invoicing for $25,000, to assist the expenses under this SCORE volunteers to provide assistance to small businesses and persons and entities desiring to begin and operate a small business in Corpus Christi. agreement. 2. SCORE volunteers to provide assistance to small businesses and persons and entities desiring to begin and operate a small business in Corpus Christi by: a. Mentoring clients. b. Conducting workshops. c. Advising clients as to business plans, pro -formas, form of business entity, financial implications, and all other aspects of small business operations. d. Conducting a limited advertising campaign to publicize the assistance program to small businesses. Page 3 of 16 SCORE 4A Small Business Development Agreement 08122010 2.2. BY SCORE 1. Investment—Facility: SCORE is not required to make a capital investment, however SCORE shall perform the performance requirements as set forth in Schedule B. SCHEDULE B SCORE's PERFORMANCE REQUIREMENTS SCORE's TIME OF PERFORMANCE Providing 1620 hours of general and technical services to small businesses through volunteer counselors. Beginning August 1, 2010 and continuing until July 31, 2011. 2. Employment: SCORE shall comply with the employment requirements set forth in Schedule C. SCHEDULE C SCORE's PERFORMANCE REQUIREMENTS SCORE's TIME OF PERFORMANCE Maintain not Tess than one contract executive assistant/coordinator position with an average annual salary of $25,000. July 31, 2011 3. Failure by SCORE to timely and fully comply and to continue to comply with any performance requirements of this paragraph is an act of default. III. REPORTING AND MONITORING 3.1. Reports and Monitoring: SCORE agrees to the following reporting and monitoring provisions, and failure to fully and timely comply with any one requirement is an act of default. 1. SCORE shall provide an annual report certifying the status of compliance through the life of the agreement. In addition to the annual report, SCORE shall submit a quarterly report to document the jobs created. The quarterly report may be in the form of quarterly IRS 941 returns, SCORE employer Quarterly Reports, Page 4 of 16 SCORE 4A Small Business Development Agreement 08122010 or employee rosters that show the hours worked and the positions filled, and other reports as may reasonably be required. 2. SCORE shall provide quarterly reports on its performance requirements. The reports must document: 1. Number of face to face consultations between SCORE volunteers and small business owners or prospective owners. 2. Number of workshops with description of workshop and number of attendees. 3. Number of small business owners or prospective owners who were provided counseling by email or on-line services. 3. SCORE, during normal working hours, at its Corpus Christi, Texas, facility, shall allow Corporation and its designee, the City's Economic Development Department ("Department"), reasonable access to SCORE'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 records and information shall be maintained by Corporation and Department, unless the records and information shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. IV. COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES 4.1. SCORE makes the following covenants and warranties to Corporation, and agrees to timely and fully perform the following obligations and duties. Any false or substantially misleading statement contained in this agreement or SCORE's request for funding, or any failure to timely and fully perform the performance requirements in this agreement is an act of default by SCORE. Failure to comply with any one covenant or warranty is an act of default by SCORE. 1. SCORE is duly organized, validly existing, and in good standing and authorized to do business in the State of Texas, under the laws of the State of Texas, has all power and authority to carry on its business as presently conducted in Corpus Christi, Texas. 2. The execution of this agreement has been duly authorized by SCORE's board of directors; the officer signing this agreement is an officer of the organization, empowered to execute the agreement and bind the organization; the authorization, signing, and binding effect is not in contravention of any law, rule, regulation, or the provisions of SCORE's by-laws, or of any agreement or instrument to which SCORE is a party or by which it may be bound; the authority to be evidenced by an organizational resolution, attached to this agreement at the time of execution. Page 5 of 16 SCORE 4A Small Business Development Agreement 08122010 3. SCORE has the authority to enter into and perform, and will perform, the terms of this Agreement. 4. SCORE has timely filed and will timely file all local, State, and Federal tax reports and returns required by law to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem and employment taxes, have been timely paid, and will be timely paid, during the term of this Agreement. 5. No litigation or governmental proceeding is pending or, to the knowledge of SCORE or SCORE's officers, threatened against or affecting SCORE that may result in any material adverse change in SCORE's business, properties, or operations. No consent, approval or authorization of or registration or declaration within any governmental authority is required in connection with the execution of this agreement or the transactions contemplated hereby. 5. No certificate, statement, or information provided by SCORE to Corporation or the City of Corpus Christi in connection with any transaction contemplated by this agreement, contains any untrue statements or fails to state any fact necessary to keep the statements contained in the statement from being misleading. 6. To the best of its knowledge, SCORE has acquired and maintained all necessary rights, licenses, permits, and authority to carry on its business operations in Corpus Christi, Texas, and will continue to use its best efforts to maintain all necessary rights, licenses, permits, and authority. 7. The funds granted in this agreement must be utilized solely for the purpose: 1. Offsetting the cost of creating and maintaining the one (1) employment position at SCORE's Corpus Christi facility. 2. Assisting small businesses and persons and entities desiring to begin and operate a small business in Corpus Christi by: 1. Mentoring clients. 2. Conducting workshops. 3. Advising clients as to business plans, pro formas, form of business entity, financial implications, and all other aspects of small business operations. 3. Conducting a limited advertising campaign to publicize the assistance program to small businesses. 8. SCORE shall continue its full-time business activities on its property in Corpus Christi, Texas, including maintaining its employment and investment requirements at all times throughout the term of this agreement. Page 6 of 16 SCORE 4A Small Business Development Agreement 08122010 9. SCORE shall complete the project required by this Agreement, and shall provide and staff the required employment positions, investment, and other economic development considerations described in this Agreement. 10. SCORE shall timely and fully comply with all of the terms and conditions of this Agreement. 11. SCORE shall notify Corporation in writing of substantial changes in management within seven (7) days. Substantial changes mean changes in Chairman of the Board, President, C.E.O., or area management. 12. SCORE has access to the Texas Development Corporation Act, Title 12, Subtitle C1 (Chapters 501 — 507), Texas Local Government Code, on the State's website, 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. 13. In the event it is determined by Corporation or City of Corpus Christi that funds provided under this Agreement were not used in accordance with State law, then SCORE agrees to repay the funds to the Corporation within 30 days of written notice requesting reimbursement. 14. If an audit determines that the funds were not used for authorized purposes, SCORE agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. 15. There are no bankruptcy proceedings currently pending concerning SCORE, nor are any proceedings contemplated by SCORE, as of the date of execution of this Agreement by SCORE. 16. SCORE 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. 17. SCORE agrees to provide information, reports, or statements respecting its business operations and financial condition as Corporation may reasonably request from time to time. 4.2. All representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties pertaining to the transaction contemplated hereby, shall survive the original execution date of this agreement. Page 7 of 16 SCORE 4A Small Business Development Agreement 08122010 V. SUSPENSIONS/TERMINATIONS 5.1. Corporation, under the following circumstances, and at its sole discretion, may suspend its obligations under this agreement or terminate this agreement and recapture from SCORE any of the money grants or consideration paid by Corporation to SCORE, without liability to SCORE, upon any one of the following events, which are an act of default. 1. The appointment of a receiver of SCORE, or of all or any substantial part of its property, and the failure of the receiver to be discharged within sixty (60) days thereafter. 2. The adjudication of SCORE as bankrupt. 3. The filing by SCORE of a petition or an answer seeking bankruptcy, receivership, reorganization, or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding. VI. DEFAULT 6.1. Events of Default. Should SCORE fail to timely, fully, and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this agreement the failure shall be an act of default by SCORE and, if not fully and completely cured and corrected within sixty (60) days after written notice to do so, Corporation may terminate this agreement and pursue all legal remedies as provided by law, provided however that SCORE's liability under this agreement shall be limited to the recapture from SCORE any of the money grants or consideration paid by Corporation to SCORE under this agreement. Corporation shall not be liable to SCORE for any alleged consequential damages. Additionally, the following events shall constitute a default of this Agreement: 1. The Corporation or City determines that any representation or warranty on behalf of SCORE contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; 2. Any judgment is assessed against SCORE or any attachment or other levy against the property of SCORE with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. 3. If taxes on the Facility become delinquent, and SCORE fails to timely and properly follow the legal procedures for protest or contest. 4. SCORE changes the general character of business as conducted of the date this Agreement is approved by the Corporation. 6.2. In the event of unforeseeable third party delays in the performance of this Agreement or force majeure and upon a reasonable showing by SCORE that it has Page 8 of 16 SCORE 4A Small Business Development Agreement 08122010 immediately and in good faith commenced and is diligently and continuously pursuing the correction, removal, or abatement of delays by using its best efforts, Corporation may consent to and excuse delays, which consent and excuse shall not be unreasonably withheld. Failure by SCORE to use its best efforts as required in this paragraph shall be an act of default. Force majeure means severe weather, such as tornadoes or flooding, named storms or hurricanes, wars, riots, and the unavailability of necessary and essential equipment and supplies from all sources. 6.3. Any delay for any amount of time by Corporation in providing notice of default to SCORE shall in no event be deemed or constitute a waiver of the default by Corporation of its rights and remedies available under this agreement, or in law or equity. 6.4. Any waiver granted by Corporation to SCORE of any covenant or condition, the breach of any covenant or condition of this Agreement, or of an act of default shall not be deemed or constitute a waiver of any other existing or future breach of a covenant or condition, or act of default by SCORE or of a subsequent breach of the same covenant or condition or act of default of the same act or event by SCORE. 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. Any waiver or indulgence of SCORE's default may not be considered an estoppel against the Corporation. 6.7. 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 SCORE, 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. SCORE 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 SCORE under this Agreement. 3. Neither the City nor the Corporation may be held liable for any consequential damages. 4. The Corporation may pursue all remedies available under law. 6.8. SCORE shall give Corporation written notice of any act of default by Corporation, and Corporation shall have thirty (30) days after receipt of the notice to cure the default. Failure by Corporation to timely and fully cure the act of default shall permit SCORE to pursue its legal remedies as provided in this agreement. Page 9 of 16 SCORE 4A Small Business Development Agreement 08122010 VH. CORPORATION'S LIABILITY LIMITATIONS 7.1. Payments: SCORE specifically agrees that Corporation shall only be liable to SCORE for the actual amount of the money grants to be conveyed to SCORE, and shall not be liable to SCORE for any other actual or consequential damages, direct or indirect, interest, attorney fees, or costs of court for any act of default by Corporation under the terms of this agreement. It is further specifically agreed that Corporation shall only be required to pay the grant amounts solely out of its sales tax revenue currently collected, allocated, and budgeted and to be allocated, budgeted and collected for SCORE during the term 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, 2010, through July 31, 2011. 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 SCORE 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 to SCORE shall also require a written request from SCORE to be accompanied by all necessary supporting documentation. Corporation shall have forty-five (45) days to make payment after receipt of the payment request. The payment request should be directed to the address provided for Corporation below. VIII. DEFINITIONS As used in this agreement, the following words or phrases shall have the following meanings: 8.1. City of Corpus Christi or City means the governing municipal corporation and the area that is within the city limits of the City of Corpus Christi, Texas. 8.2. Compliance means timely, fully, and completely performing or meeting each and every requirement, obligation, duty, condition, or warranty as stated in this agreement. Compliance means complete compliance and does not mean substantial compliance. 8.3. Act of Default means failure to timely and fully comply with one or more requirements, obligations, duties, terms, conditions, or warranties, as stated in this agreement. Corporation may, in its sole discretion, accept substantial compliance in lieu of full compliance by waiving the act of default solely by an instrument in writing. 8.4. Insolvent means failure to timely pay debts in the ordinary course of business or cannot pay debts as they become due, or is insolvent within the meaning of the federal bankruptcy law. Page 10 of 16 SCORE 4A Small Business Development Agreement 08122010 8.5. Force Majeure means severe weather, such as tornadoes, flooding, named storms, hurricanes, wars, riots, and the unavailability of necessary and essential equipment and supplies from all sources. IX. GENERAL TERMS 9.1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 9.2. Term. The term of this Agreement is expires on July 31, 2011. This agreement may be renewed for an additional one year period upon mutual consent of both parties, and the availability of Corporation funds that have been authorized for this purpose. 9.3. Termination. This Agreement may be terminated by mutual agreement of the parties or by either party, upon the failure of the other party to fulfill an obligation, as set forth in this agreement. The termination of this Agreement extinguishes all rights, duties, obligations, and liabilities of the parties under this Agreement, except all rights, duties, liabilities, and obligations accrued prior to the termination shall survive termination. 9.4. Compliance with Laws. This Agreement is subject to all legal requirements in the City Charter and Code of Ordinances of the City of Corpus Christi and all other applicable county, state, and federal laws. SCORE shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, County, and City governments, as may be amended or enacted. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 9.5. Assignment. This Agreement is binding upon the parties to this agreement and their successors and assigns. However, SCORE may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 9.6. Indemnity. SCORE 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 SCORE 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. SCORE must, at its own expense, investigate all those claims and demands, attend to their Page 11 of 16 SCORE 4A Small Business Development Agreement 08122010 settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other costs and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 9.7. Buy Local Provision. SCORE agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50 -mile radius of Nueces County. 9.8. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: SCORE Chapter 221: SCORE clo. Ben F. McDonald 3649 Leopard St., Suite 411 Corpus Christi, Texas 78408 Corporation: City of Corpus Christi Business and Job Development Corporation Attn: Executive Director 1201 Leopard Street Corpus Christi, Texas. 78401 b. A copy of all notices and correspondence must be sent to the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas. 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. Page 12 of 16 SCORE 4A Small Business Development Agreement 08122010 9.9. Incorporation of other documents. a. The Corpus Christi Business & Job Development Corporation Guidelines & Criteria for Granting Business Incentives ("Corporation Guidelines"), adopted September 18, 2007, are incorporated into this Agreement. b. SCORE application submitted to the Corporation for business incentives ("Application") is incorporated into this Agreement. c. If there is any conflict in the terms of these documents, the following order controls: (1) This Agreement, (ii) Corporation Guidelines, (iii) 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. 9.11. Relationship of Parties. In performing this Agreement, both the Corporation and SCORE 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. 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 by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. 2. To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. Page 13 of 16 SCORE 4A Small Business Development Agreement 08122010 9.14. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. SCORE consents to, and waives any objections to, in personum jurisdiction in Nueces County, Texas. This agreement and the relationship between Corporation and SCORE shall be governed and interpreted under the laws of the State of Texas without regard to any conflict of laws or provisions. 9.15. Sole Agreement. This Agreement constitutes the sole agreement between the Corporation and SCORE. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. Except as otherwise provided in this agreement, this Agreement cannot be modified or amended without a written agreement of the parties. 9.16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 9.17. Representation. Corporation represents that no Corporation board member or employee, City of Corpus Christi officer or employee, has been or will be compensated in any manner with respect to directly or indirectly bringing the parties hereto together, agreement negotiations, or the entering into of this Agreement. In no event will SCORE pay a fee to or in any manner compensate any Corporation board member or employee, City of Corpus Christi officer or employee, in connection with the acceptance of this Agreement. A breach of this provision (10.17) shall result in automatic and immediate termination of this Agreement, and shall be an act of default by SCORE. 9.18. Other Contracts. It is understood by SCORE that Corporation has heretofore entered, and may hereafter enter, into contracts with other companies or persons upon terms and conditions different from the terms and conditions of this Agreement, and SCORE has no standing to object whatsoever to any contracts or require any modifications or changes to its Agreement due to other agreements. 9.19. Corporation, its officers and employees, and its agents or contractors retained to perform economic development services for Corporation, shall treat as confidential the financial statements of SCORE and shall not release the information to the public, unless required by law or court order. Corporation shall immediately notify SCORE of requests or court orders to release the information. 9.20. All representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties pertaining to the transaction contemplated hereby, shall survive the original execution date of this agreement. 9.21. Renewal. This Agreement may be renewed for an additional one year term upon mutual agreement of the parties hereto. EXECUTED on the date shown opposite the signature of each party. Page 14 of 16 SCORE 4A Small Business Development Agreement 08122010 Corpus Christi Business & Job Development Corporation By: Date: Attest By: Eloy Salazar Chairperson Armando Chapa Assistant Secretary Page 15 of 16 SCORE 4A Small Business Development Agreement 08122010 SCORE Chapter 221 By: Date: Robert Browning President State of Texas§ County of Nueces§ Before me on this day, Robert Browning, President, SCORE Chapter 221, personally appeared, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed this agreement stated as the act of SCORE, for the purposes and consideration expressed in the instrument. Given under my hand and seal of office this the day of , 2010. Notary Public, State of Texas Page 16 of 16 SCORE 4A Small Business Development Agreement 08122010 SMALL BUSINESS INCENTIVES PROJECT SUPPORT AGREEMENT SCORE CHAPTER 221 FOR SMALL BUSINESS ASSISTANCE This Small Business Incentives Project Support Agreement ("Project Support 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), now codified as Subtitle C1, Title 12, Texas Local Government Code, 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, 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, SCORE Chapter 221 has submitted a proposal to the Corporation to request small business incentives of approximately $50,000 to be used to assist SCORE Chapter 221 in its operation of its program to assist small business employers in the City of Corpus Christi; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas that business incentives be offered to SCORE Chapter 221; and WHEREAS, the Corporation and SCORE Chapter 221 have executed an Agreement to Grant Small Business Incentives to SCORE Chapter 221 for the creation of jobs to assist small business employers ("Small Business Incentives Agreement"). 4ASCORE Project Agreement 4A -City 08092010 Page 1 of 3 Exhibit B In consideration of the covenants, promises, and conditions stated in this Project Support Agreement, the Corporation and the City agree as follows: 1. Project Support Agreement to Implement Small Business Incentives Agreement. This Project Support Agreement between the City and the Corporation is executed to implement the Agreement to Grant Small Business Incentives to SCORE Chapter 221 for small business assistance between the Corporation and SCORE Chapter 221. 2. Term. The term of this Project Support Agreement runs concurrently with the term of the Small Business Incentives 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 Small Business Incentives 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 Support Agreement is the latest date that either party executes this Agreement. 6. Amendments or Modifications. No amendments or modifications to this Project Support 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 Support Agreement or the application of this Project Support 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 Support 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 Support Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Project Support 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 Support Agreement, then the remainder of this Project Support Agreement is not Page 2of3 4ASCORE Project Agreement 4A -City 08092010 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 Support Agreement automatically. 8. Captions. The captions in this Project Support Agreement are for convenience only and are not a part of this Small Business Incentives Project Support Agreement. The captions do not in any way limit or amplify the terms and provisions of this Project Support Agreement. The City of Corpus Christi Corpus Christi Business & Job Development Corporation 'Angel R. Escobar Eloy Salazar City Manager Chairperson Date: Date: Attest Armando Chapa City Secretary Approved as to Legal Form this day of , 2010. R. Jay Reining First Assistant City Attorney for City Attorney Page 3 of 3 4ASCORE Project Agreement 4A -City 08092010 CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7 & 8) I, 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: August 31, 2010 Agenda Item:. RESOLUTION APPROVING AN AGREEMENT TO GRANT SMALL BUSINESS INCENTIVES BETWEEN THE CORPUS BUSINESS AND JOB DEVELOPMENT CORPORATION AND SCORE CHAPTER 221, WHICH GRANTS $50,000 IN SMALL BUSINESS INCENTIVES FOR THE OPERATION OF A PROGRAM TO ASSIST SMALL AND START-UP BUSINESSES IN CORPUS CHRISTI AND AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A SMALL BUSINESS INCENTIVES PROJECT SUPPORT AGREEMENT WITH THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION REGARDING IMPLEMENTATION AND ADMINISTRATION OF THE AGREEMENT TO GRANT SMALL BUSINESS INCENTIVES mount Required: $50,000 Fund Name Fund No. Org. No. Account No. Project No. Amount ter vilemthrA-1- I LkD 150a4 530640 54 D'1 Total Certification Not Required 451 I D Director of Financial Services D ate : gr2.s-- -,�