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HomeMy WebLinkAbout030991 ORD - 10/11/2016 Page 1 of 3 Ordinance Approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation ("Type A Corporation") and Sitel Inc ("Sitel") to provide a grant of up to $500,000, 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 Sitel Business Incentive Agreement for the creation of jobs; and appropriating $500,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund for said business incentive grant from the Type A Corporation to Sitel; and changing the FY 2016-2017 operating budget, adopted by Ordinance No. 030965, by increasing proposed expenditures by $500,000. 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 Sitel for the creation of at least 500 full-time jobs with an annual payroll of at least $10,904,800 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 Sitel; 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 Sitel; and Whereas, the Board of the Directors of the Type A Corporation (the "Board") approved an agreement with Sitel for an incentive in the amount of$500,000 in its meeting on June 20, 2016. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the business incentive agreement between the Type A Corporation and Sitel, which 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 Sitel, which is attached to this resolution as Exhibit B. uu3O99 1 9a61ebf1-0b19-4df2-9baf-705b8a0f59d7.docx INDEXED Page 2 of 3 SECTION 3. That $500,000 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 Sitel for the creation of jobs. SECTION 4. That Ordinance No. 030965, which adopted the FY 2016-2017 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $500,000 for a business incentive grant from the Type A Corporation to Sitel for the creation of jobs. ATTEST: THE CITY OF CORPUS CHRISTI ( (A/t47- b e ecca Huerta Nelda Martinez City Secretary Mayor APPROVED: 1 [ yof Corpus Christi, Texas That the foregoin9 ordinarNet as read for the first time and passed to its second reading on this the i'day of Uc 2016, by the following vote: Nelda Martinez Rudy Garza • Michael Hunter Chad Magill AA Colleen McIntyre AA Brian Rosas kA „_ Lucy Rubio /11, Carolyn Vaughn LI Mark Scott • tX 030991 9a6lebf1-0b19-4df2-9baf-705b8a0f59d7.docx Page 3 of 3 That the foregoing ordi nc3 was read for the second time and passed finally on this the It ''day of 2016, by the following vote: Nelda Martinez Rudy Garza I� Michael Hunter I ! ! 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, 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 August 17, 2015, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on September 15, 2015; 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, Sitel Inc ("Sitel") has submitted a proposal to the Type A Corporation for a $500,000 grant for the creation of 500 new jobs in their call center facility; WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus Christi, Texas, to fund Sitel`s creation of 500 new jobs; and WHEREAS, the Type A Corporation and Sitel have executed a business incentives agreement for the creation of jobs related to Sitel's call center 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 Sitel related to Sitel call center 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 b3690d19-9b3e-4730-ba2d-el d9ea4e1fbe.docx 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 b3690d19-9b3e-4730-ba2d-eld9ea4e1fbe.docx The City of Corpus Christi Corpus Christi Business & Job Development Corporation Margie C. Rose Dr. R. Bryan Gulley City Manager President Date: Date: Attest Rebecca Huerta City Secretary Approved as to Legal Form Aimee Alcorn-Reed Assistant City Attorney Page 3 of 3 b3690d19-9b3e-4730-ba2d-eld9ea4elfbe.docx BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND SITEL OPERATING CORPORAATION 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 Sitel Operating Corporation ("Sitel"), a Delaware corporation. 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, 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 August 17, 2015, amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on September 15, 2015; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, Sitel is the world's largest business outsourcing company. It has 108 locations world-wide; WHEREAS, Sitel proposes to initially invest approximately$1,500,000 over a five year period; WHEREAS, on June 20, 2016, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Sitel, through this Agreement with Sitel that will result in the creation of at least 500 full-time jobs, with an Page 1 of 10 Sitel Agreement 09 15 16dp.docx estimated annual wages of $10,940,800, and City Council approved this expenditure on In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and Sitel 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. a. Sitel shall, over the term of this Agreement, create 500 full-time jobs, with annual salary of$10,940,800 as described in the schedule below. Year Number of Number of Annual Payroll Capital New Jobs Retained Jobs Investment 1 125 0 2,735,200 500,000 2 325 125 10,940,800 0 3 50 450 10,940,800 0 4 0 500 10,940,000 0 5 0 500 10,940,000 0 b. Grants, not to exceed $100,000 per year and a cumulative total of$500,000 over five years, are calculated as$1,000 per job created/retained basis. c. 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. d. The Corporation will award a grant to Sitel based on the formula above, payable not later than 90 days after the anniversary of the effective date of each year if Sitel creates/retains the minimum number of jobs in the preceding year described in paragraph a above (collectively, the"annual performance benchmarks"). e. Sitel will display signage that states that they are recipients of Type A funding. This signage will be provided to Sitel by the Board and will be displayed in a location that is visible to a visitor to their facility. 4. Job Creation Qualification. Page 2 of 10 Sitel Agreement 0915 16dp.docx a. In order to count as a created job under this Agreement, a "job" 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. Sitel 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. Sitel 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. Sitel shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. e. Sitel will exercise reasonable efforts to give preference to former First Data employees who were laid off in 2015 for these new positions. 5. Utilization of Local Contractors and Suppliers. Sitel 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. Sitel agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of Sitel 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 Sitel 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. 6. Utilization of Disadvantaged Business Enterprises ("DBE"). Sitel 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. Sitel 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. Sitel agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts Page 3 of 10 Sitel Agreement 09 15 16dp.docx of Sitel 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 Sitel 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. Sitel warrants and represents to Corporation the following: a. Sitel 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. Sitel has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Sitel 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. Sitel 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 Sitel is duly authorized to execute this Agreement on behalf of Sitel. f. Sitel does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Sitel is convicted of a violation under §U.S.C. Section 1324a(f), Sitel shall repay the payments received under this Agreement Page 4 of 10 Sitel Agreement 09 15 16d p.docx to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date Sitel has been notified of the violation. 10. Compliance with Laws. During the Term of this Agreement, Sitel shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 11. Non-Discrimination. Sitel covenants and agrees that Sitel 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 Sitel 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 Sitel 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. Sitel 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. Sitel 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 Sitel 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. Sitel 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 lndemnitees, 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 Sitel. The following events constitute a default of this Agreement by Sitel: Page 5 of 10 Sitel Agreement 09 15 16dp.docx a. The Corporation or City determines that any representation or warranty on behalf of Sitel 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 Sitel or any attachment or other levy against the property of Sitel with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Sitel makes an assignment for the benefit of creditors. d. Sitel files a petition in bankruptcy, or is adjudicated insolvent or bankrupt. e. If taxes owed by Sitel become delinquent, and Sitel fails to timely and properly follow the legal procedures for protest or contest. f. Sitel changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. Sitel fails to comply with one or more terms of this Agreement. 16. Notice of Default. Should the Corporation or City determine that Sitel is in default according to the terms of this Agreement, the Corporation or City shall notify Sitel in writing of the event of default and provide 60 days from the date of the notice ("Cure Period")for Sitel to cure the event of default. 17. Results of Uncured Default by Sitel. 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 Sitel, 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. Sitel shall immediately repay all funds paid by Corporation to them under this Agreement. b. Sitel 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 Sitel of all sums due, the Corporation and Sitel shall have no further obligations to one another under this Agreement. 18. No Waiver. Page 6 of 10 Sitel Agreement 0915 16dp.docc 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 Sitel's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Sitel 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. Sitel specifically agrees that Corporation shall only be liable to Sitel for the actual amount of the money grants to be conveyed to Sitel, and shall not be liable to Sitel 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 Sitel 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: Page 7 of 10 Sitel Agreement 0915 16dp.docx Sitel: Sitel Operating Corporation Attn: Kim Facer 3102 West End Avenue Suite 900 Nashville, Tennessee 37203 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. 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. 24. Relationship of Parties. In performing this Agreement, both the Corporation and Sitel 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 Page 8 of 10 Sitel Agreement 09 15 16dp.docx 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 Sitel. 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 9 of 10 Sitel Agreement 0915 16dp.docx Corpus Christi Business & Job Development Corporation By: R. Bryan Gulley President Date: Attest: By: Rebecca Huerta City Secretary Date: Approved as to Legal Form By: Aimee Alcorn-Reed Assistant City Attorney Attorney for Corporation Date: Sitel Operating Corpor ion By: //A, ITS: ars . VP Global Real Kim EstJateFacer&Development Date: Ci �a(o �� seat THE STATE OF TENNESSEE COUNTY OF Dc.,,,;(4s1,--N This instrument was acknowledged before me on06,ur , 2016, by 17/ , for Sitel Operating Corporation, a Delaware cor oration, on behalf of the corporation. Notary Public State of Tertmggp/. s ' TOOMINIMI • HOMY • • Ise t% tttttll$I Page 10 of 10 Sitel Agreement 09 15 16dp.docx 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 18, 2016 Legistar No. 16-0196 Agenda Item: Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation (`Type A Corporation") and Sitel Inc ("Sitel") to provide a grant of up to $500,000, 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 Sitel Business Incentive Agreement for the creation of jobs; and appropriating $500,000 from the unreserved fund balance in the NO. 1140 Business/Job Development Fund for said Business incentive grant from the Type A Corporation to Sitel; and changing the FY 2016-2017 operating budget, adopted by Ordinance No. 030965, by increasing proposed expenditures by $500,000. Amount Required: $ 500,000.00 Fund Name Accounting Unit Account Activity No. Amount No. CCBJDC 1140 251850 $500,000.00 Total $500,000.00 X Certification Not Required Director of Financial Services Date: OCT 1 1 2016