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HomeMy WebLinkAbout028904 RES - 12/14/2010Page t,of 3 RESOLUTION APPROVING A BUSINESS INCENTIVE AGREEMENT FOR EXPANDING, RENOVATING AND EQUIPPING RESEARCH LABORATORIES BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A & M UNIVERSITY — CORPUS CHRISTI ("TAMU-CC"), WHICH PROVIDES A GRANT OF UP TO $1,000,000, FOR EXPANDING ITS RESEARCH ACTIVITIES AT TAMU-CC OVER A FIVE YEAR PERIOD 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 TAMU-CC BUSINESS INCENTIVE AGREEMENT FOR EXPANDING, RENOVATING AND EQUIPPING RESEARCH LABORATORIES WHEREAS, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds for job training and education to insure the knowledge and skills required for the jobs of the future are in place, funds to help develop and incubate small and start-up companies, and funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). WHEREAS, the Type A Corporation has received a request from Texas A & M University — Corpus Christi ("TAMU-CC") for funds to expand, renovate, and equip research laboratories at TAMU-CC, which will result in TAMU-CC expanding its research faculty and activities, which will help train and educate graduate and undergraduate students for future research related jobs in the community, and will provide a catalyst for the development of new commercial businesses in the community who can utilize the intellectual property developed by the University's research faculty; WHEREAS, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for the expansion, renovation, and equipping of research laboratories between the Type A Corporation and TAMU-CC; and WHEREAS, there is a need for a business incentive project support agreement between the City and the Type A Corporation for expansion, renovation, and equipping of research laboratories between the Type A Corporation and TAMU-CC. 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 between the Type A Corporation and TAMU-CC that provides for expanding, renovating and equipping research laboratories at TAMU-CC, which is attached to this resolution as Exhibit A, is approved. 028904 RESOLUTION -- TAMU-CCBusiness Incentive Agreement-12-09-2010.doc INDEXED Page 2,of 3 SECTION 2. That the City Manager, or designee, is authorized to execute a project support agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with TAMU-CC, which is attached to this resolution as Exhibit B. ATTEST: Armando Chapa City Secretary APPROVED: 9th day of December, 2010. R. .y ning First Assistant C. Attorney For City Attorney THE CITY OF CORPUS CHRISTI Joe Ad me Mayor RESOLUTION -- TAMU-CCBusiness Incentive Agreement-12-09-2010.doc Corpus Christi, Texas of Pte. , 2010 The above resolution was passed by the following vote: /7"‹6 - Joe Adame Chris N. Adler Larry R. Elizondo, Sr. Kevin Kieschnick Priscilla Leal John E. Marez Nelda Martinez Mark Scott Linda Strong Resolution Vote Sheet.doc A -P64- /4-/-)6- 028904 1 BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A & M UNIVERSITY -- CORPUS CHRISTI FOR EXPANDING, RENOVATING AND EQUIPPING RESEARCH LABORATORIES This Business Incentive Agreement for ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Texas A & M University -- Corpus Christi, a Texas institution of higher education ("TAMU-CC"). 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 118th 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 November 9, 2010; WHEREAS, the ballot measure that authorized the sales tax for the promotion and expansion of business enterprises 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; Page 1 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 Exhibit A WHEREAS, the ballot measure that authorized the sales tax for the promotion and expansion of business enterprises also authorized the use of the funds to assist small and start-up companies that have the ability to produce jobs for the future; WHEREAS, the heading in the ordinance calling the ballot measure that authorized the use of the funds to assist small and start-up companies carries the heading "Business Developmentllncubation;" WHEREAS, TAMU-CC requested $1,500,000 in funding from the Corporation to assist the University's ability to increase its research capacity by being able to draw on the $1,500,000 over a five year period for the equipping and renovations of research laboratories; WHEREAS, laboratories are essential to attract and retain top researchers not only for the University, but also for the City; WHEREAS, the University's ability to have top-notch research facilities will benefit the City, since research activities are indirectly responsible for generating a skilled workforce, spinoff companies, and attracting new business and industry to the community; WHEREAS, successful high profile research activities also draw additional research support and related technologies to the community, as well as prestigious faculty and students; WHEREAS, the requested funds will be used to retrofit and properly outfit, with equipment and furnishings research laboratories, including the purchase of computer hardware and necessary research software; WHEREAS, the Corporation has $1,000,000 available to assist TAMU-CC expand it research activities; WHEREAS, the $1,000,000 will be paid out over a period of up to five years to attract new research faculty members by allowing the University to expand, renovate, and fully equip the needed research Tabs; WHEREAS, the essential research laboratory modifications will enable the University to increase its research capacity over the next five years, with a total of eight new research faculty positions, 16 graduate students, eight undergraduate students, and four technicians; WHEREAS, the Corporation's grant will enable the TAMU-CC to match $1,000,000 in grants from the Texas Research Development Fund (TRDF), or other sources, over the next five years; WHEREAS, in order for TAMU-CC to compete for research -intensive faculty, TAMU-CC must offer start-up costs, instrumentation, and space for laboratories, graduate students and staff, which rival universities are offering; Page 2of12 BUSINESS INCENTIVE AGREEMENT — TAMU-CC Research Labs -12102010 WHEREAS, while TAMU-CC has a pressing need for a new building to meet laboratory needs, in the meantime it must rely on refitting, redesigning, and upgrading existing spaces; WHEREAS, there is a growing critical mass of expertise and research in geospatial sciences at TAMU-CC, and TAMU-CC's believes it can become a world-class institute devoted to training, development, and application in geospatial sciences; WHEREAS, the hiring of faculty members will benefit the community and university by generating an average of $200,000 in research expenditures per year for each new research faculty member, and will increase the number and quality of TAMU-CC's graduate students and also provide research experiences for undergraduate students; WHEREAS, in addition to the new research faculty positions created for the new labs, each new research faculty member will support an average of two graduate students and one undergraduate student worker, plus a technician, which will, conservatively, lead to over 40 additional hires at TAMU-CC, generating an average annual payroll of close to $1,000,000; WHEREAS, increasing TAMU-CC's research faculty will improve the quality and external recognition of TAMU-CC's educational programs; WHEREAS, the research generated by research -intensive faculty and their graduate students will make TAMU-CC a strong partner for business development and incubation; WHEREAS, research -intensive faculty hires will be individuals that are at the cutting edge of research, such as engineering, computer science, physical science, and allied health, which are likely to produce technologies that can be commercially exploited, and lead to business opportunities in the Corpus Christi area; WHEREAS, with the assistance of the Coastal Bend Business Innovation Center at TAMU-CC, these initiatives should lead to the creation of primary jobs in the local economy. WHEREAS, the faculty, graduate students, and technicians will be involved in various aspects of undergraduate education and training, which will help ensure that students are graduating with the necessary skills and education to perform the more technical jobs created by the local business' utilization of the intellectual property developed by the research -intensive faculty; WHEREAS, increasing research expenditures and the number and quality of Ph.D. programs is critical to TAMU-CC's goal of achieving emerging research institution status, which will allow TAMU-CC to leverage significantly more State funds in support of continued research growth; WHEREAS, the Corporation's grant will further TAMU-CC's mission of education, research, and economic development; Page 3 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 WHEREAS, the Corporation's grant will promote entrepreneurship and technology commercialization; WHEREAS, increased research at TAMU-CC will help diversify the City's tax base, create wealth in the community, and generate licensing revenue to TAMU-CC; WHEREAS, TAMU-CC proposes to; 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 six years beginning on the effective date. 3. Performance Requirements and Grants. a. The Corporation will pay TAMU-CC up to $1,000,000 for the expansion, renovation, and fully equipping research laboratories, including the purchase of fixtures, furnishings, equipment, and personal property (which may include computers and research software), that will enable TAMU-CC to increase its research capacity over the term of this Agreement. b. TAMU-CC shall during the six years of this Agreement hire a total of eight new research faculty, 16 graduate students, eight undergraduate students, and four technicians, under the schedule illustrated in Exhibit A, which is attached to and incorporated into this Agreement. c. The grant provided in subsection a of this section is conditioned upon TAMU-CC receiving $1,000,000 in matching grants from the Texas Research Development Fund or other State or local sources. d. TAMU-CC shall annually report its actual investments in the research laboratories, and provide documentation to support the report to the Corpus Christi Business and Job Development Corporation. e. The amount reimbursed by the Corporation may not exceed $1,000,000. f. On the annual anniversary of the effective date of this Agreement, TAMU-CC shall report to the Corporation the following information: (1) Number of research laboratories expanded, rehabilitated, or equipped during the year. (2) Amount expended on the expansion, rehabilitation, and equipping of each research laboratories during the year. Page 4 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 (3) Amount of matching funds received from the Texas Research Development Fund or other sources. (4) The name and qualifications of each research faculty member hired to work in a laboratory expanded, rehabilitated, or equipped with funds from the Corporation, and the faculty member's annual salary. (5) The name and annual salary of each graduate student, undergraduate student, and technician hired to assist each research faculty member hired to work in a laboratory expanded, rehabilitated, or equipped with funds from the Corporation. (6) The identification of any businesses located within the City of Corpus Christi that have been assisted by the research conducted in any laboratory expanded, rehabilitated, or equipped with funds from the Corporation. (7) The number of jobs created by any businesses located within the City of Corpus Christi that have been assisted by the research conducted in any laboratory expanded, rehabilitated, or equipped with funds from the Corporation. (8) The average annual salary of any businesses located within the City of Corpus Christi that have been assisted by the research conducted in any laboratory expanded, rehabilitated, or equipped with funds from the Corporation. (9) Any revenue or compensation received by TAMU-CC for the use of any intellectual property developed by the research faculty member who used, or by any other person in, any laboratory expanded, rehabilitated, or equipped with funds from the Corporation. 4. 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. A student employee job will be determined in accordance with university policy. d. TAMU-CC agrees to provide Corporation with a sworn certificate by authorized representative of each business assisted under this Agreement Page 5 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 certifying the number of full-time permanent employees employed by the business. d. TAMU-CC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement, as applicable to the licensing agreement. 5. 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. 6. Warranties. TAMU-CC warrants and represents to Corporation the following: a. TAMU-CC is an institution of higher education established under the laws of the State of Texas, has all power and authority to carry on its activities 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 to the best of its ability. c. TAMU-CC 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. TAMU-CC 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 TAMU-CC are duly authorized to execute this Agreement on behalf of TAMU-CC. 7. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. 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 Page 6 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 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. 9. 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. 10. 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. 11. 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 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. 12. 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, 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. Page 7 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 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 120 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 as of the date this Agreement is approved by the Corporation. 13. 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. 14. 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. 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. Page 8of12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 15. 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's 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. 16. 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. 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 TAMU-CC to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: TAMU-CC: Texas A & M University — Corpus Christi Attn: President/CEO Page 9of12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 6300 Ocean Drive, Unit 5756 Corpus Christi, Texas 78412-5756 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. 18. 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. 19. 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. 20. 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. 21. 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. 22. 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 Page 10 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 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. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 24. 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. 25. 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. Corpus Christi Business & Job Development Corporation By: Date: Attest: By: Eloy Salazar Chairperson Armando Chapa Assistant Secretary Page 11 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 Texas A & M University — Corpus Christi By: Flavius C. Killebrew President/CEO Date: THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on , 2010, by Flavius C. Killebrew, President/CEO, Texas A & M University -- Corpus Christi, a Texas institution of higher education, on behalf of the university. Notary Public State of Texas Page 12 of 12 BUSINESS INCENTIVE AGREEMENT -- TAMU-CC Research Labs -12102010 L U co 41) e- 03 U < I z 2 ` X � u - Com} iV 2 co 06 co Q N iu Cumulative Salaries/Wages $160,000 o o o 'a ti M $670,000 1 0 0 o o ti w $1,090,000 $1,200,000 0 0 0 0 co d- 69. Salaries/Wages New Hires 00 o $210,000 00o 000 $110,000 I 0 o 0 00N 0 r CO M r N 69 64 if% 69- r Technicians @ $50,000 r r r r Undergraduate Students • $5,000 _ N N N N Graduate Students @ $20,000 N� NI- MCr) Research Faculty © $80,000 N N N r 2012 2013 2014 2015 CO r 1 Total 0 O N N 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 ("Type A 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 Type A Corporation's Board of Directors ("Board"); WHEREAS, the Type A 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, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on September 18, 2007, which the City Council incorporated into the City of Corpus Christi Economic Development Incentive Policies 2009-2011 on November 17, 2009; 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 Type A Corporation; WHEREAS, Texas A & M University — Corpus Christi ("TAMU-CC") has submitted a proposal to the Type A Corporation for a $1,000,000 grant for expanding, renovating and equipping research laboratories and 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 Texas A & M University — Corpus Christi's research laboratories, which will create new research jobs at the University, but more importantly will help train and educate graduate and undergraduate students for future research related jobs in the community, and provide a catalyst for the development of new Page 1 of 3 TAMU-CC Large Project Support Agreement Type A-City-12-09-2010.doc Exhibit B commercial businesses in the community who can utilize the intellectual property developed by the University's research faculty by ion and retention of jobs; and WHEREAS , the Type A Corporation and Texas A & M University — Corpus Christi will execute a business incentive project agreement for the creation and retention of jobs related to Texas A & M University — Corpus Christi's research laboratories. In consideration of the covenants, promises, and conditions stated in this Project Service Agreement, the Type A 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 Type A Corporation is executed to implement the Business Incentive Agreement for the Creation and Retention of Jobs between the Type A Corporation and Texas A & M University — Corpus Christi related to Texas A & M University — Corpus Christi's research laboratories ("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 Type A Corporation. b. The City Manager, or the City Manager's designee, shall perform contract administration responsibilities outlined in the Business Incentive Agreement for the Type A 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 Page 2 of 3 TAMU-CC Large Project Support Agreement Type A-City-12-09-2010.doc 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. 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: December 9, 2010. R. Jay Reining First Assistant City Attorney for City Attorney Page 3 of 3 TAMU-CC Large Project Support Agreement Type A-City-12-09-2010.doc