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HomeMy WebLinkAbout030319 ORD - 10/21/2014 Page 1 of 3 Ordinance Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Conexia Inc ("Conexia") to provide a grant of up to $160,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Conexia Business Incentive Agreement for the creation of jobs; and appropriating $160,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Conexia; and changing the FY 2014- 2015 operating budget, adopted by Ordinance No. 030294, by increasing proposed expenditures by$160,000. Whereas, the Type A Corporation has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). Whereas, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Conexia for the creation of at least 80 full-time jobs with an average annual salary of at least $73,000 and annual payroll of at least $5,840,000 over a five year period will best satisfy this goal; Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for creation of jobs between the Type A Corporation and Conexia; Whereas, there is a need for a business incentive project service agreement between the City and the Type A Corporation for the implementation and administration of the business incentive agreement for the creation of jobs between the Type A Corporation and Conexia. 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 of jobs between the Type A Corporation and Conexia that provides for the creation of jobs within the City of Corpus Christi, is approved. SECTION 2. That the City Manager, or designee, is authorized to execute a project service agreement between the City and Type A Corporation for the implementation and administration of the business incentive agreement with Conexia, which is attached to this resolution as Exhibit B. ORDINANCE-Conexia 03031f) INDEXED Page 2 of 3 SECTION 3. That $160,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to Conexia for the creation of jobs. SECTION 4. That Ordinance No. 030294, which adopted the FY 2014-2015 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $160,000 for a business incentive grant from the Type A Corporation to Conexia for the improvements to their meat processing facility and the creation of jobs. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Nelda Ma me City Secretary Mayor APPROVED: ay of `&-1-0k4, 2014. Corpus Christi, Texas That the foregoing ordinance was read for the first time and passed to its second reading on this the D-day of UsA, 2014, by the following vote: Nelda Martinez /' Chad Magill L_. �I Kelley Allen I : Colleen McIntyre ! Rudy Garza ji g Lillian Riojas —(1161.2-1 Priscilla Leal CLIOWj Mark Scott David Loeb ORDINANCE-Conexia 030319 Page 3 of 3 That thpforGgoing ord' ane as read for the second time and passed finally on this the day of t)C '►/' , 2014, by the following vote: Nelda Martinez at Chad Magill /1"-- Kelley Allen O,( e Colleen McIntyre Rudy Garza t Lillian Riojas Priscilla Leal Mark Scott CCX. David Loeb /91 PASSED AND APPROVED, this the d y ofIflbe1(2014. ATTEST: Rebecca Huerta Nelda Martinez City Secretary Mayor ORDINANCE-Conexia 0303 " CITY OF CORPUS CHRISTI CERTIFICATION OF FUNDS (City Charter Article IV, Sections 7&8) I, the Director of Financial Services of the City of Corpus Christi, Texas (or his/her duly authorized representative), hereby certify to the City Council and other appropriate officers that the money required for the current fiscal year's portion of 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. Future payments are subject to annual appropriation by the City Council. City Council Action Date: October 21, 2014 Agenda Item: Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Conexia Inc ("Conexia") to provide a grant of up to $160,000, for the creation of jobs and authorizing the City Manager, or designee, to execute a Business Incentive Project Service Agreement with the Type A Corporation regarding implementation and administration of the Conexia Business Incentive Agreement for the creation of jobs; and appropriating $160,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Conexia; and changing the FY 2014-2015 operating budget, adopted by Ordinance No. 030294, by increasing proposed expenditures by$160,000. Amount Required: $160,000.00 Fund Name Account No. Fund No. Org. No. Project No. Amount CCBJDC 530000 1140 15020 $160,000.00 Total $160,000.00 ❑ Certification Not Required Director of Financial Services Date: OCT 1 3 2014 14-00/0 00/0 7 , BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND CONEXIA INC FOR CREATION OF JOBS This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation")and Conexia Inc("Conexia"), a Delaware corporation. WHEREAS,the Texas Legislature in Section 4A of Article 5190.6, Vemon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle Cl, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), 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 October 18, 2010, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"),which the City Council approved on November 9, 2010; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Conexia provides specialized information technology design, development, maintenance and transaction processing services to health payers (e.g., health plans, Medicaid programs, workers compensation carriers,etc.); WHEREAS, Conexia proposes to initially invest approximately$109,000 over a five year period; WHEREAS, on September 15, 2014 the Board determined that it is in the best interests of the citizens of Corpus Christi. Texas that business development funds be provided to Conexia, Page 1 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 16 14 through this Agreement with Conexia that will result in the creation of eighty full-time jobs, with an estimated annual average salary of$73,000. In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Conexia 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. 3. Performance Requirements and Grants. The Performance Requirements and Grants are listed in Exhibit A, which is attached to and incorporated into this Agreement. 4. Job Creation Qualification. a. In order to count as a created job under this Agreement, a lob" must be as defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. b. Conexia 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. c. Conexia agrees to provide Corporation with a sworn certificate by authorized representatives of each business assisted under this Agreement certifying the number of full-time permanent employees employed by the business. d. Conexia shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. 5. Utilization of Local Contractors and Suppliers. Conexia agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. 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. Conexia agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Conexia to comply with the Local Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Conexia is in compliance with this requirement. Failure to substantially comply with Page 2 of 9 Type A Business Incentive Jobs Creation end Retention Agreement Conexia 09 16 14 this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 6. Utilization of Disadvantaged Business Enterprises ("DBE'.). Conexia agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. Conexia agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. Conexia agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Conexia to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if Conexia is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. 7. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 8. Health insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 9. Warranties. Conexia warrants and represents to Corporation the following: a. Conexia is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi,Texas. b. Conexia has the authority to enter into and perform, and will perform,the terms of this Agreement to the best of its ability. c. Conexia 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 Page 3 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 1614 governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid , during the term of this Agreement. d. Conexia has received a copy of the Act, 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 person executing this Agreement on behalf of Conexia is duly authorized to execute this Agreement on behalf of Conexia. f. Conexia does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Conexia is convicted of a violation under §U.S.C. Section 1324a(f), Conexia shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Conexia has been notified of the violation. 10. Compliance with Laws. During the Term of this Agreement, Conexia shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 11. Non-Discrimination. Conexia covenants and agrees that Conexia 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. 12. Force Majeure. If the Corporation or Conexia 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 Conexia 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. 13. Assignment. Conexia 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. 14. indemnity. Conexia covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents r 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 Page 4 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 16 14 manner connected with, or are claimed to arise out of or be in any manner connected with Conexia 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. Conexia 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. 15. Events of Default by Conexia. The following events constitute a default of this Agreement by Conexia: a. The Corporation or City determines that any representation or warranty on behalf of Conexia 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; b. Any judgment is assessed against Conexia or any attachment or other levy against the property of Conexia with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Conexia makes an assignment for the benefit of creditors. d. Conexia files a petition in bankruptcy,or is adjudicated insolvent or bankrupt. e. If taxes owed by Conexia become delinquent, and Conexia fails to timely and properly follow the legal procedures for protest or contest. f. Conexia changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. Conexia fails to comply with one or more terms of this Agreement. 16. Notice of Default. Should the Corporation or City determine that Conexia is in default according to the terms of this Agreement, the Corporation or City shall notify Conexia in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for Conexia to cure the event of default. 17. Results of Uncured Default by Conexia. 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 Conexia, 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. Page 5 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 1614 a. Conexia shall immediately repay all funds paid by Corporation to them under this Agreement. b. Conexia shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by Conexia of all sums due, the Corporation and Conexia shall have no further obligations to one another under this Agreement. 18. 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 Conexia's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Conexia 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. 19. Conexia specifically agrees that Corporation shall only be liable to Conexia for the actual amount of the money grants to be conveyed to Conexia, and shall not be liable to Conexia 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 Page 6 of 9 Type A Business Incentive Jabs Creation and Retention Agreement Conexia 09 1614 supporting documentation, as requested. Payments to be made shall also require a written request from Conexia to be accompanied by all necessary supporting documentation. 20. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council;that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 21. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Conexia: Conexia Inc Attn: Matthew Daley 610 Uptown Blvd Suite 2000 Cedar Hill,Texas 75104 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.Q. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 22. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement. 23. 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. Page 7 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 16 14 24. Relationship of Parties. In performing this Agreement, both the Corporation and Conexia 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. 25. 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. 26. 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. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Conexia. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 29. 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. (Remainder of this page intentionally left blank) Page 8 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 18 14 Corpus Christi Business&Job Development Corporation By: Bart Braselton President Date: Attest: By: Rebecca Huerta Assistant Secretary Conexia Inc By: Matthew Daley Vice President Date: 4'/Z2/e f THE STATE OF TEXAS COUNTY OF Da I OD This instrument was acknowledged before me on Sepeaver 4vZ , 2014, by Matthew Daley, Vice President,for Conexia Inc, a Delaware corporation,on behalf of the corporation. & y\0 t n34 "Wu Gry Public ; JA„, /v Comm/ion Expires State of Texas - IIi11 o7-os-tot 7 Page 9 of 9 Type A Business Incentive Jobs Creation and Retention Agreement Conexia 09 1614 EXHIBIT A PERFORMANCE MEASURES AND CORPORATION GRANTS 1. Conexia shall over the term of this Agreement, create eighty full-time jobs, with an average annual salary of$73,000 as described in the schedule below. Year Number of Number of Annual Payroll Capital New Jobs Retained Jobs Investment 1 8 0 584,000 109,000 2 4 8 876,000 0 3 32 12 3,212,000 0 4 10 44 3,942,000 0 5 26 54 5,840,000 0 a. Grants, not to exceed $64,000 per year and a cumulative total of $160,000 over five years, are calculated as$2,000 per job created/retained basis. b. Should the Company fall below the Performance Standards in any one year, the Company shall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage the Company's performance falls below the Performance Standards. However if the Company falls below 70%then there is no payment for that year. 2. The Corporation will award a grant to Conexia based on the formula above, payable not later than June 15 of each year if Conexia creates/retains the minimum number of jobs in the preceding year described in paragraph 1 above (collectively, the "annual performance benchmarks"). 3. Conexia will display signage that states that they are recipients of Type A funding. This signage will be provided to Conexia by the Board and will be displayed in a location that is visible to a visitor to their facility. A-1 Type A Business Incentive Agreement Jobe Creation and Retention Conexia Inc 09 1614 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 Cl, Title 12, Texas Local Government Code ("the Act"), 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 City Council approved the Corporation's amended Guidelines and Criteria for Granting Business Incentives on October 18, 2010, which the City Council approved on November 9, 2010; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Type A Corporation; WHEREAS, Conexia Inc ("Conexia") has submitted a proposal to the Type A Corporation for a $160,000 grant for the creation of 80 new jobs in their IT support service facility; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Conexia's creation of 80 new jobs; and WHEREAS, the Type A Corporation and Conexia have executed a business incentives agreement for the creation of jobs related to Conexia's IT support service facility. 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 of Jobs between the Type A Corporation and Conexia related to Conexia IT support facility in Corpus Christi ("Business Incentive Agreement"). 2. Term. The term of this Project Service Agreement runs concurrently with the term of the Business Incentive Agreement. Page 1 of 3 Business Service Agreement-Conexia 3. Services to be Provided by City. a. The City Manager or designee shall administer funding on behalf of the Type A Corporation. b. The City Manager or 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 Council. 5. Effective Date. The effective date of this Project Service Agreement is the same date as the Business Incentive 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. 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 remainder of this page intentionally left blank. Page 2 of 3 Business Service Agreement-Conexia The City of Corpus Christi Corpus Christi Business & Job Development Corporation Ronald L. Olson Bart Braselton City Manager President Date: Date: Attest Rebecca Huerta City Secretary Page 3 of 3 Business Service Agreement-Conexia