HomeMy WebLinkAboutC2007-461 - 12/11/2007 - ApprovedAGREEMENT To GRANT ~IJINE INENTIIIE To
TURNER INDUTRIE~ GROUP, LLC
FOR THE CREATION ~F JOB
This Agreement to grant Business Incentives for the Creation of Jobs "~ reernentf' is
~9 ~
entered into by and between the Corpus Christi Business ar~d Job Develo meat Cor oration
~~ ~ ~~ ~ ~ p
~ Corporation }, a Texas corporation organized under II.A.C,B. Art, ~~ 90.0, dec. 4A with
mailing address of ~ ~~~ Leopard street, Corpus Christi, Texas, 78401, and Turner Industries
Croup, LLC, ~"TIC"}, a limited liability company, authorized to dv business in Texas with
principal place of business at 8887 United Plaza Boulevard, Baton Rou e, Louisiana 70809
9
and a local place of business at ~30~ Norkh Port Avenue, Corpus Christi, Texas 78401,
1. BACI~~ROUND
~ .1 Purpose of Agreement. Corporation is a tax4supported r~on~profit car oration, whose
F r ^
prxrnary income ~s from sales tax collected within the City of Corpus Christi and dedicated
exclusively to economic development. This sales tax supporting Corporation is authorized as
a local option under Texas Revised Civil Btatutes, Art 819D,~, Bec. 4A. Cor oration exists
for the primary purpose of developing, stab~l~z~ng, d~verify~ng, and ex and~n the Cor us
p 9 p
Christi economy through the retention, expansion, and recruitrr~ent of em to ment
.. .. p ]~ .
opportun~t~es in order to benefit the c~t~zens of Corpus Chr~st~ and the surrounding areas.
1,~. Project The project and performance requirer~ent to be implemented b means of this
Y
agreement are generally described as follows:
The construction of a new administrative office building, fabrication facility, lay-down arils,
y .
and rnater~als storage area, with necessary equipment and furnish~r~g, by Turner lndustr~es
Croup, LLC, to be constructed on property owned by TIC at the corner of Interstate Hi hwa
g y
7 and Clarkwood Road, in Corpus Christi: Nuece County, Texas, 78409, ~"Facility"},for
total TIG capital investment of at least Ten Million Dollars ~~9,000,000}; the creation and
continuous employment of a minimum of one hundred nighty-five ~~8b}full-time employment
positions upon attainment of full err~ployrnent levels over the fiveyyear period with an average
annual salary of at least Forty~nine Thousand Dollars x$49,000}each overthe five-year
period; and the continuing operation of an administrative office building, fabrication facility,
lay~down yards, and material storage areas in Corpus Christi for the fabrication facility, all in
accordance with the schedules contained herein. [Hereinafter, any references to average
annual salary shat! mean average annual gage or salary as reflected bytotal vll-~
compensationj. The performance requirements shall be continuously maintained during the
entire term of this agreement.
NCIIIJ, THEREFORE, in consideration of the premises and of the mutual covenants,
warranties, and agreements of the parties, it is agreed a follows:
II. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS
~.1 BY THE CORPUS CHRISTI BUINE AND JOB DEVELOPMENT CORPORATION
.1 Mone Grant: Corporation will convey by grant to TlG total of One
"";,~:~"' r'--~- ` ' ' ~ ~d Fifty Thousand Dollars ~1,880,OOD.00} in five {~~ increrr~ents, as
Z0~7-4G1 ~ ,
A, sub~eot tv the performance requirements of TIC and the
Res. ~~7aZ8
~~II11p7 Pa e ~ of ~7
9
I`urner Indus. r~.
conditions precedent as set forth in schedules ~, B, and and that TIC has timely
and fully complied r~ith all applicable terms and conditions contained in this
agreement. All corporation payments are subject to the TI's successful completion
of all of performance requirements outlined in this Agreement.
l;ailure by orparatian to timely and fully comply ~-rith any performance requirement
shall be an act of default by corporation giving TIC, as its sole remedy, the right to the
contracted amount to be conveyed end further being lir~ited to the terms and
condit~orr contained ~n Ark~cle IIIIt paragraph 7.~, hereof
hIED~JLE A
TI's ~NDIT~oN T!C' TIDE OF DRP~RATIaN'
PREED~NT AND PERF~RI~ANE PERF~RI~ANE
PERF~Rh~ANE ~E~UIREMENT
REC~UIREMENT
Acquisitionlconstruction of an Proof of X0,000 payable on or
administrative office building, acquisitianlcontruction of before April ~, 2009 earned
fabrication facility, lay-dovun manufacturing facility; Proof and credited 0°lo to capital
yard, and materials storage of capital investment of at investment and b0°lo to job
ores for the fabrication of least G,0a,000 prior to creation;
pipe products forthe December 1, 2008; Proof of
petrochemical industry at a beginning end maintaining
total capital investment of at full-tame production pith
least G,GD0,000, beginning equipment at Iacility on or
and maintaining full-time before December ~, 2008;
production ~vith the Proof of either creation and
equipment, end either the continued staffing of a
creation and continued minimur~ of 0 full-time
staffing of a minimum of fifty err~ployment positions each
{50~ full-time employment uuith an average annual
positions virith an average salary of ~~,88G each or a
annual salary of 4,88G per cumulative annual payroll at
position or a cumulative the facility of 2,344,00 on
annual payroll at the facility of or before Decer~ber 1,
X2,844,800. 2008.
continued construction of an Proof of capital investment of 70,000 payable on ar
administrative office building, at least X3,400,000 prior to before April ~ , 20~ 0 earned
fabrication facility, lay-dorm December ~ , 2008, r~ith and credited 0°l~ to capita!
yard, and material storage completion of construction of investment and ~0°lo to job
area far the fabrication of the facility before December creation;
pipe products for the ~ , 2809; either creation and
petrochemical industry at a cantinued staffing of a
total capital investment of at minir~um of ?~ full~time
least X3,400,000, rr~aintaining employr~ent positions and
full-time production v~rith continued staffing of a
e ui ment; and either the minir~urn of0 full-time
Economic Development Perfor mance Agreement-~TI
Page 2 of ~ l
creation and continued
staffing afa rninir~urn of an
additional seventy-five {l~}
full-time er~ployment
positions and continued
staffing of a minimum of fifty
{50~ full-tirr~e employment
positions with an average
annual salary of 4g,0a4 per
position or a cumulative
annual payroll at the facility of
, ~ 2,00. employment positions each
with an average annual
salary of 4g,g04 or a
cumulative ennual payroll at
the facility of G,12~,~~0 an
ar before December ~ ,
2g4.
Maintaining full-tirr~e Proof of either creation and $30,000 payable an or
production with equiprent; continued staffing ofa before April 1, 201 ~ earned
and either the creation and minirnum of 2b full-time and credited 0°lo to capital
continued staffing of a employment positions and investment and ~0~1~ to job
mir~irnum of an additional continued staffing ofa creation;
twenty-five {~}full-tune rninirr~um of ~ ~~ full-time
employment positions and employment positions each
continued staffing of a with an average annual
minimum of one hundred salary of 51,~~ or a
twenty-five {1 ~}full-time cumulative annual payroll at
employment positions with an the facility of $x,098,900 an
average annual salary of ar before December 31,
~ ,320 per position or a 2010.
cur~rulative annual payroll a#
the facility of $x,008,900.
Maintaining full~tirne Praaf of either creation and $30,000 payable on ar
production with equipment; continued staffing ofa before April 1, 2012 earned
and either the creation and minimum of 20 full-time and credited 0°lo to capital
continued staffing of a employment positions and investment and D°lo to job
minimum of n additional continued staffing of a creation;
twenty ~~~}full-time minimum of 10 full-time
employrYrent positions and employment positions each
continued staffing ofa with an average annual
mir~irnum of one hundred fifty salary of ,~9 or a
{1a0}full-tune er~playment cumulative annual payroll at
positions with an average the facility of $9,04,480 an
annual salary of ~3,3~9 per or before December 31,
position or a cumulative 2011.
annual payroll at the facility of
X9,074,480,
hllaintaining full-time Praaf of either creation and X0,000 payable on or
production with equipr~ent; continued staffing ofa before April 1, 201 earned
and either the creation and r~inimurn of 15 full~tirne and credited b0°lo to ca itl
economic Development Performance Agreement--Tl
Page of 17
continued staffing of ~
minimum of an additional
fifteen X15}full-time
employment positions and
continued staffing of a
minimum of one hundred
seventy ~~ 70~ full-time
employment positions with an
average annual salary of
5,54 per position or a
cumulative annual payroll at
the facility of ~o,~~o,ogo .
employment positions and
continued staffing of a
minirr~urn of ~ ~o full~time
errrployrnent positions each
with an average annual
salary of5~,14 ore
cumulative annual payroll at
the facility of ~ 0,~70,09D on
or before December ~ ,
~~~~.
investment and 0°I~ to fob
creation.
~,~ BY Turner Industries group, LLD
.~ Investrr~ent Production Faciiity~ TIC agrees that it shall acquirelcontruct and
occupy far five ~~}years beginning April ~ , ~OO8t and ending five ~}years thereafter
or December ~ , X01 ~ whichever occurs later, a fabrication facility in Dorpu Dhristi,
Nueces bounty, Texas, as set forth in schedule B below,
Failure by Tl to timely and fully comply and to continue to comply with any
performance requirement of this agreement shakl be an act of default.
HEDULE B
TI' PER~oRMANCE REC~~JIREI~ENT T~~'a TIDE of ~ER~ORMANE
Acquisition and start of construction of a December ~~ , ~OO8,
fabrication facility to include an administrative
office building, fabrication facility, lay-down This date contingent upon timely receipt of
yard, and material storage areas; along with building permits from Dity of Dorpu Dhristi
required equiprent and furnishings; with and anticipated construction schedule, Turner
capital investment of at least ,GOO,ooo; Industries group intends on having the facility
occupy and full-time operations at production ~n operation prior to December ~~, ~~08.
facility. should any unintended delays arise in this
initial phase, the subsequent milestone
performance dates and hiring targets will be
adjusted accordingly while retaining the same
five ~~~ year period,
Dornpletion of construction of a fabrication December 3 ~ , ~o ~ ~
facility to include an administrative office
building, fabrication facility, lay-down yard,
and materiel storage areas; along with
re aired a ui ment and furnishin s; with
Economic Development Perforr~ance Agreement~~Tl
Page 4 of ~ 7
capital investment of at feast ,40a,ag0 far
a fatal capital investment of at least
1 g,gg0,aggr occupy and full-time operatians
at praductian facility.
.Z Err~playment:
TIC agrees that it shall create, staff and rr~aintain full-time emplayrnent positions for its
fabrication facility, administrative office and lay-darn yard, in Corpus Christi, Nueces
County, Texas, asset forth in schedule C.
The jabs shell be prirr~arily engaged in serving a custar~er base outside a a0-mile
radius of the city of Corpus hristi~
Failure byTl to timely and fully comply and to continue tv camplyv~rith any
performance requirement of this agreement shall be an actaf default,
HEDUL~
Tl' ~~RF~RMANE ~~~UIREMENT TI' T~I~~ aF PERFaMANC~
Fifty ~50~ full-time emplayment positions at December 1, 00
TI's production facility, average annual
salary far each poitian 4,~8~ ar a
cumulative annual payroll of ~,44,aa.
seventy-five ~~5}additional full-time December ~, ~g09
employment positions at Tl's praductian
facility, average annual salaryforeach
positian 4~,a04 or a cumulative annual
payrall of 6,~~,~Oa,
T~renty-five ~~~}additional full-time December ~~, ~D10
emplayment pasitians at TI's production
facility, average annual salary foreach
poitian ~ ,3 or a cumulative annual
payroll of 7,G9~,~Og.
T~renty ~2g~ additional full-time employment December ~, 2D~ 1
pasitions at Tl's praductian facility, average
annual salary far each position a,37g or a
cumulative annual payrall of 9,g7~,4g.
Fifteen ~~ } additional full-time er~playment December ~ , Q~ 2
pasitions at TI's praductian facility, average
annual Sala far each ositian ~,~~~ or a
Economic Deveaop~rent Performance Agreement--Tl
Page 5 of ~7
cumulative annual payroll of ~ 0,70,090.
ill. REPO~TIN AIVD I~oNITORIN
3.1 Reports ar~d Monitoring: TI agrees to the following reporting and monitoring
provisions, ar~d failure to fully and timely comply with any one require rent shall constitute an
act of default.
. ~ TIC shall provide a yearly report certifying the status of compliance though the
life of the agreement of new jobs created, new investments and any other relevant
inforr~ation. Documentation for jobs may be in the form of quarkerly lR 94~ returns,
TIC employer quarterly Reports, or employee rosters that show the hours worked end
the positions filled, end such other reports as may reasonably be required
.~ TIG, during normal working hours, at its Corpus Christi, Texas, facility, shall
allow Corporation and its designee, Corpus Christi Regional Economic Development
Corporation, reasonable access to TI's construction site to allow Corporation to verify
construction progress.
.~ Tl, during normal working hours, at its Corpus Christi, Texas, facility, shall
allow Corporation and its designee, corpus Christi Regional Economic Development
Corporation, reasonable access to TI's employment records and books# to verify
employment and all other relevant records related to each ofthe othereconomic
development considerations and incentives, as stated in this agreement, but the
confidentiality ofsuch records and information shall be maintained by Corporation and
its designee, Corpus Christi Regional Economic Development Corporation, unless
such records and information shall be required by a court order, a lawfully issued
subpoena, or at the direction of the office of the Texas Attorney eneral~
.4 By January ~ of each yearofthis Agreement, TIC agrees to provide
corporation with a sworn certificate by its corporate officer in charge of personnel
records certifying the following:
i the number offull-tine permanent employees at its Facilities as of December
~~
~~ of the previous calendar year;
ii the number of full~time permanent jobs which were created during the
~~
previous calendar year, with hourly wage, and
iii the cumulative salary and wage information for all employees at the Carpus
~~
Christi facility during the previous calendar year.
IV. Co11ENANT, UI~ARRANTiE, OBLIGATION I~hiD ~IJTIE
4. ~ Tl makes the following covenants and warranties to Corporation, and agrees to timely
and ful! erform the following obligations and duties. Any false or substantially misleading
Yp
statement contained herein orfailure to timely and fully perform as required in this agreement
Economic Development Performance Agreement--TlC
Page ~ of 17
shall be an act of default by Tl. Failure to comply with any one covenant or warranty shall
constitute an act of default by TIC.
~ . TIC is a limited liability company duly organized, vaiidly existing, and in gaol
standing under the laws of the State of Louisiana and authorized to conduct business
in the State of Texas, has all corporate pawer and authority to carryon its business as
presently canducted in Carpus Christi, Texas.
~~ The execution of this agreement has been duly authorized by TI's managers,
andJar thane managers having such autharity pursuant to Tl's current aperting
Agreement, and the carparate officer signing this agreement is an officer of the
carparatian, empowered to execute such agreement and bind the corporation, said
authorization, signing and binding effect is not in contravention of any law, rule or
regulation, arthe provisions ofTl's articles of organization ar operating Agreement,
ar of a~n agreement or instrument to which TIC is a party or by which it maybe bound,
Y .
such authority to be evidenced ~y a corporate resalut~on, attached hereto at the time
of executian. TI has the authority to enter into and perform, and will perform, the
terrr~s of this Agreement.
. TIC has timely filed and will timely file all local, State, and Federal tax reports and
returns required bylaw to be filed and all taxes, assessments, fees, and other
avernmental charges, including applicable ad valorem end employment taxes, have
g ~ .
been timely paid, and will be timely paid, during the term of this Agreement,
,4 No liti atian or avernmental proceeding is pending ar, to the knowledge of TIC or
g g
TI's officers, threatened against or affecting TIC that may result in any material
adverse than e in TI's business, properties, or operations. Na consent, approval or
g
authorizatian of or registration or declaration w~th~n any governmental authority is
re aired in connection with the execution of this agreement or the transactions
q
contemplated hereby.
,~ Na certificate, statement ar information provided by TiC to Corporation, the corpus
Christi Re Tonal Economic Development Corporation, or the City of Corpus Christi in
9 .
connection with an transaction contemplated hereby, contains any untrue statements
Y
or fails to state an fact necessary to keep the statements contained therein from
y
being misleading.
.~ To the best of its knawled e, TIC has acquired and maintained all necessary rights,
licenses, ermits, and authority to carry an its business operations ~n Carpus ChrNt1,
p
Texas, and will continue to use its best efforts to ma~nta~n all necessary rights,
licenses, permits and authority.
.~ The funds herein ranted shall be utilized solely far the purpose of offsetting the
g
cost of Facilit ac uisitianlcanstruction, purchasing and ~nstall~ng the equipment and
y g .,
furnishin s and creatin ,staffing and rnaNnta~n~ng the one hundred twenty ~~ fig} full-
g ~ g ..
tirr~e em Io ment positions at Tl's Corpus Christi production fac~l~ty.
py
Economic Development Performance Agreement-Tl
Page 7 of ~~
.8 TI shall continue its full-time business activities on its property in Dorpu Christi,
Texas, including maintaining its employment and investment requirements at all times
throughout the term of this agreement,
, Tl shall corr~plete the project required by this Agreement and shall provide and
staff the required employment positions, investment, and other canornic development
considerations described in this Agreement.
.~~ Tl~ shall timely and fully complyv~ith all of the terns and conditions of this
Agreement,
. ~ ~ Tl ma not sell membership interests, assets, or any ownership interest in TIC
Y .
that utirould be more than twenty ~~} percent of TIC s total authorized and issued
membership, assets or ownership interest, without prior ~uritten notice to the
corporation, the corpus Christi Regional Economic Development corporation, and
pity of corpus Christi,
.12 TIC shall notify corporation in writing of substantial changes in management
within seven 7' da s, substantial changes mean changes in hairrnan ofthe Board,
~~ Y
President, .E.~, or area management.
,~ TIC has received a copy of the Texas Development corporation Act of 199, Art.
5~go., Vernon's Texas Revised civil statutes, and acknowledges that the funds
ranted in this A reernent must be utilized solely for purposes authorized under state
g
law and by the terms of this Agreement.
.14 In the event it is determined by corporation or pity of corpus Christi that funds
rovided underthi A reen~entwere not used in accordance with state law, then TIC
p g .
a reel to repay such funds to the orporat~on within ~ days of written notice
g
requesting reimbursement.
,1~ If an audit determines that thefunds were not used for authorized purposes , Tl
a rees to reimburse corporation for the Burns of money spent for purposes not
g , ,
authorized by law w~th~n o days written notice requesting reimbursement.
,~G There are no bankruptcy proceedings currently pending concerning TIC, nor are
an such roceedin s conterr~plated by Tl, as of the date of execution of this
Y p
Agreement byTl.
,17' T1 will not discriminate nor ermit discrimination against any person or group of
p ,. .
arsons, with re and to employment and the prov~s~on of services at, on, or Nn the
p g „ ., .
Facility, on the grounds of race, relrg~on, national orrgrn, r~rar~tal status, sex, age,
disabilit or in an manner rohibited by the la~us of the United Btates or the state of
y~ y p
Texas.
.18 Tl a rees to rovide information, reporks, or statements respecting its business
g p
o erations and financial condition a Dorparation may reasonab{y request from time to
p
time,
Economic Development Performance Agreement--Tl
Page of 1 ~
4~2 All re resentations, warranties, cavenants and agreements of the parties, as nail as any
p .,
ri hts and benefits of the art~es perta~n~ng to the transaction cantemplated hereby, shall
~ p
survive the original execution date of this agreement
. UPEIVI~NlTER~IINATI~N
. ~ Car aration, under the following circumstancgis, and at its sole discretion, may suspend
p.
its obl~ at~ons under this reemgint ar terminate thNS agreement and recapture from Tl that
g g
gircginta a of an of the money grants or cons~derat~on paid by CarporatNan to TIC
p g y
re resentin the rnilestone~s} or performance requirernent~} or percentage of thgi
p g ..
milestone s or erfarmar~cgi re uirgiment s not r~git, wMthaut Ilah~lltyta Tip, open any one of
~~ p q ~~
the following events, which are an act of default.
.~ The a ointment of a receiver of TIC, or of all or any substantial part of its property,
pp
and the failure of such rgice~verto be discharged w~th~n sixty {fie} days thereafter
.~ The adjudication of TIC as bankrupt,
The filin b TIC of a etition or an answer seeking bankruptcy, receivership,
g Y p .~
rear anization, or admitting the material allgigations of a petition filed against ~t ~n any
g
bankruptcy or reorganization prviceeding~
111. DEFAULT
fi. ~ Events of Default. hauld Tl fail to timely, fully and completely comply with any one or
mare of the re uirement, obli ation, duties, terms, conditions or warranties of this
q ~
t such failure shall be an act of default by TIC and, ~f natfullyand completely cured
agreemen
and corrected or ex laingid b Tl within thirty ~~}days after written notice tv do so,
_ p Y .
oration ma terrr~inate this a reerr~ent and pursue all legal remedies as prav~dgid bylaw,
Corp Y g
vided howgiver that TI's liabilit under this agreement shall bgi limited to the immediate
pre y
return b Tl to Cvr oration that gircentage of any of the money grants or cons~derat~an
y p p
reviousl aid b Car oration to TIC representing the rnilestone~s} or perfarrnance
p yp Y p
' ment or ercenta a of the milestones} yr performance requ~rement~s} net mgit, the
require ~ } p g
maximum lawful rate of interest an ail money paid to TIC until fully repaid, reasonable
ttorngi fees and cost of court to collect such money, and the tgirmination of ail further
a y
' If of Car aration under this a regiment. Neither Corporation nor T! shall
obl~gat~on on bgiha p 9~ . .
' art far an alle ed copse uent~al damages, including but net I~rn~ted to loss
be Fable to any p y y g q
loss of revenue lass of financi , andlor any otherdamages that are classified as
of funds, ~ g
ial dame es."~ Additianall , the following events shall constitute a default of this
spec g Y
Agreement:
tiara or it deterr~ines that an reprgisentation orwarranty on behalf of
.1 The Corpora y y
TIC contained in this A reernent or in any financial tatgiment, certificate, report, ar
F
' n subr~itted to the Cor oration in connect~an with this Agreement was Nncorrect
op~nio p
or misleading in any material respect when made;
' ment i assessed a ainst TIC ar any attachment or other Igivy against the
.2 Any~udg g
ro art of TIC with re act to a claim remains unpaid, undischarged, or net
p p y p
dismissed far a period of 0 days.
Economic Development Performance Agreement--Tl
page g of ~ 7
. If taxes on the Facility became delinquent, and Tl fails to timely and properly
fallo~rthe legal procedures far protestar contest.
.4 TIC chars es the general character of business as conducted of the date this
g
Agreement is approved by the corporation.
,~ Foreclosure ar sale of the Facility.
fi.~ In the event of unforeseeable third party delays in the construction of the
Im rovements ar farce majeure and upon a reasonable sha~rir~g by TI that it has
immediatel and in aad faith commenced and is diligently and continuously pursuing the
~ g
correction, removal or abatement of such delays by using its best efforts, orporat~on may
consent to and excuse such delays, r~rhich consent and excuse shall not be u~nreasonabiy
uvithheld. Failure b Tl to use its best efforts as required in this paragraph shall be an act of
y
default. Fame ma'eure means severe Breather such as hurricanes, tornadoes, fload~ng,
v~ars riots and the unavailabilit of necessary and essential equipment and supplies from all
Y
sources.
. An Bela far an amount of time by arporation in providing notice of default to TIC
y y Y ,
shall in na event be deemed ar constitute a viraiver of such default by orparat~on of its rights
and remedies available underthis agreement, ar in lave or equity.
An urraivr ranted b far oration to TIC of any covenant or condition, the breach of
~~~ Y g Y p
an covenant arcandition of this A regiment, araf an act of default shall not be deemed or
y g '.
it to a v~aiver of an other existin or future breach of a covenant or cond~t~an, or act of
const u y g ..
It b TIC ar of a subse uent breach of the carne covenant ar cond~t~an or act of default
defau y q
of the same act or event by TI,
~ fiver of an covenant ar condition, ar the breach of any covenant ar condition of
~, No a Y
this A regiment 'utifie or authari~es the nonobservance an any other accas~an of the
g ~1
covenant or condition ar any ether covenant or condition of this Agreement.
An ~raivror indul ence of TI's default may not be considered are estoppel against
.~ ~
the corporation.
Failure of TIC to meet a milestone or pgirrarmancgi requirement as set forth in the
~,~
attached tthis A regiment in an one yearofthis Agreement does not preclude
Schedules g y
r oration from a~rardin the incentive ar urrithheld percentage thereof to Tl far
the o p g
accom lihmentafthe milestone or perl"ormance requirement in a subsequent year, ~n
p ,
addition to the milestones or performance ~ncent~ves far such subsequent year.
t this a regiment is terminated b corporation ar TIC camn~it an act of
~,~ In the event tha g y .
' not timel corrected and cured, TIC shall immediately return to arparat~on that
default that is y
of the mane rants ar canideratian previously paid by corporation to Tip
percentage of any Y g
re reentin the milestone s ar erfarmance requirements} ar percentage of the
p g ~~ p
' rformance re uirement s not met, a determined by the arparat~on, and
m~lestor~e~s~ or pe q ~ ~
for oration steal! be relieved of any further obligations under this agreement,
p
Economic Development Perrormance Agreement--Tl
Page 1g of ~7
1111. oRPORATION} LIABILITY LIMITATIOI~I
7'.'1 Payments. TIC specifically agrees that corporation shall only be liable to TIC for the
actual amount of the money grants to be conveyed to Tl and shall not be liable to TIC for
any otheractual or consequential damages, direct or indirect, interest, attorneyfees, orcosts
of court for any act of default by corporation under the terns of this agreementF It is further
specifically agreed that corporation shall only be required to pay the grant amounts solely out
of its sales tax revenue currently collected, allocated and budgeted and to be allocated,
budgeted and collected for TIC during the term of this agreement' Payment by corporation is
strictly limited to those funds so allocated, budgeted and collected solely during the grant
tern of this agreement, being January ~ , X008, through April ~ , ~g1 ~. corporation shall use
its best efforts to anticipate economic conditions and to budget accordingly Hoover, it is
further understood end agreed that, should the actual total sales tax revenue collected for
an one ear be less than the total arr~ount of grants to be paid to all contracting parties ~vith
Y ]~
corporation for that year, then Nn that event, all contracting park~es shall receive only their pro
rata share of the available sales tax revenue for that gear, less corporation's customary and
usual costs and expenses, a compared to each contracting parties' grant amount for that
year, and corporation shall not be liable to TIG forany such deficiency at thattirr~e Drat any
time in the future In this event, Corporation vuill provide all supporting documentation, as
re uested. Pa meats to be made tv TIC shall also require a v~ritten request from TIC to be
q y
acco~m anied b all necessary supporting documentation. corporation shall have forky-five
p Y
~5 days to rYrake payment after receipt of such payment request, The payment request
~~
should be directed to the address provided for corporation belov~.
Illll. NoTI~E of D~FAI~LT
8.~ for oration shall ive TIC ~rritten notice of any act of default by TIC, and Tl shall
p g
have thick 3o da s after receipt of the notice to cure the default, Failure by TIC to timely
~~ ~ y
and full cure the act of default shall permit corporation to pursue ail legal remedies provided
y
by laver and not specifically prohibited herein.
8.~ Results of Uncured Default. After exhausting good faith attempts to address any
default Burin the lure Period, and taking into account any extenuating circumstances that
g
mi ht have occurred throe h no fault of TIC, as determined by the Board of Directors of the
g g
for oration, the follov~in actions must betaken for any default that remains uncured after
p g
the lure Period:
. ~ TIC shall immediately repay all amounts of reirrrburerr~ent paid by corporation
u~nderthi A reerrrentorTl shall immediately repay the amount equivalentto the
ro ortion of the Milestone or requirement not met, as determined by the Corporation,
p p
pith interest at the interest rate paid by the qty on its most recently issued general
obli ation bonds from date of expiration of lure Period until fully paid.
g
,2 Tl shall a for oration reasonable attorney fees and costs of court to collect
py p
amounts due to orporation~
. The for oration shall have no furtherobligations to TI under this Agreement.
p
Economic Developr~ent Performance Agreement--T1
Page ~ 1 of 17'
,~. Neither the pity nor the orporatian nor Tl may be held liable to any other party
of this Agreement far any consequential damagest including special or indirect costs,
loss or use or profits.
,. The corporation may pursue all remedies available under law
TIC shall ive corporation written notice of any act of default by corporation, and
g 1
Dor oration shall have thirty ~0~ days after receipt of the notice to cure the default, Failure
p
b for oration to timely and fully cure the act of default shall permit Tl to pursue its legal
Y p
rer~edie a provided in this agreement,
IX. DEFINITi~N
As used in this a reernent, the following word s or phrases shall have the following rr~eanings:
g
9.D certificate of ~ccu anc shall mean the final docurent issued by the Dity of corpus
Christi, Texas, entitled "certificate of occupancy" indicating that all building codes,
r ulations, and ordinances have been unconditionally, fully and completely complied within
9 .~
all res ects}and specifically shall not include any temporary or conditional document
p
authorizing temporary or conditional occupancy.
9.~ cit of for us Christi or pit shall mean the governing municipal corporation, the area
that is within the city limits of the pity of corpus Christi, Texas,
9,~ om Hance shall mean timely, fully and completely performing or meeting each and
eve re uirement, obli ation, duty, condition, or warranty as stated in this agreement.
rY q g
tom Hance shall mean complete cor~pliance end shall not mean substantial compliance.
p
.3 Act of Default shall Crean failure to timely and fully complywith one or more
re uirement, obli ations, duties, terms, conditions or warranties, as stated in this
q g
a regiment. for oration rna , in its sole discretion, accept substantial compliance ~n I~eu of
9 p y ..
full com liarrce by waiving such act of default solely by an instrument ~n wr~t~ng.
p
.4 Full-time Production shell Crean the operation ofthe production facility for the for the
fabrication and asernbl of i e roductforthe petrochemical industry not less than eight
pp p
8 hours er da ,five b} days a week, forfifty-two ~b~}weeks every fiscal year.
~~ p Y ~
9,5 Full~time Jab or Full-time E uivalent Job FTE shall mean a fob requiring a minimum
of Two Thousand Ei ht ,g80 hours of work over a twelve ~~ ~~ month term [forty ~~~}
g y~ ~
hours work er week , includin allowance for vacation and sick leave, with full company
p l g .
nefits and em to ed exclusivel and on-site in the city of corpus hr~str, Use of a staffing
be p y y
agency is permitted provided all of the conditions here are met,
.~ Insolvent shall mean failure to timely pay debts in the ordinary course of business or
cannot a debts as the become due, or i insolvent within the r~eaning of the federal
py y
bankruptcy law,
.~ Force I~a'eure shall mean severe weather such as tornadoes or flooding, named
storms or hurricanes wars, riots end the unavailability of necessary end essential equipment
and supplies frarrr all sources.
Economic Development Performance Agreement--Tl
Page ~~ of ~~
X. CENERALTERI~
10. ~ . Effective Date. The effective date of this Agreement ~"Effective Date"~ is the latest date
that either party executes this Agreement.
10.E Term. The term of this Agreement is five ~}years from the Effective Date.
~ 0. Termination. This Agreement may be terminated by mutual agreement of the parties
or by either party, upon the failure of the other party to fulfill an obligation as set forth herein.
The termination of this Agreement shall extinguish a!l rights, duties, obligations, and liabilities
of the parties under this Agreement, except all rightst duties, liabilities, and obligations
accrued prior to such termination shall survive termination.
~o^~ Compliance Frith Lags. This Agreement is subject to all legal requirements in the City
Charter and Code of ordinances of the pity of Corpus Christi and all other applicable county,
state, and federal lams. TlC shall observe and obey all applicable lags, ordinances,
regulations, and rules of the Federal, State, County and City governments, as may be
amended or enacted. This Agreement shall be governed by and construed in accordance
utirith the lags and court decisions of the State of Texas.
~g.b, Assignrnent~ This Agreement shall be binding upon the parties hereto and their
successors and assigns Hoever, TIC may not assign all or any part of its rights, privileges,
or duties under this Agreement r~rithout the prior ~uritten approval of the corporation and City.
Any attempted assignment ~rithout approval is void, and constitutes a breach of this
Agreement.
X0.6 Indemntr~ ~o tfte extent o~ its negligence or legal fault wf~r'ch directly causes those
a~ama es more partr'cularly decrr'bea~ #~erer'rt, Tl covenanfs fo €~Ily indemnify, save, and
g
hold harmless fhe corporation, the city, their repecftve ofl~cer, employees, and
agents ~"Inde~tnitee "~ aainsf a1f liability, damage, loss, claims, demands, and
actions of an kind on account of personal injuries including, without lirnifing the
Y
fore or'n , workers' compensation and death claims), or properly loss or damage of
^ r ^
an kind, which arise oul of or are in any manner connected wtfh, or are claimed to
^ • ^ a
arise out o~ or be in arty manner connected wtfh ~l actrv~ftes conducted under or
incidental fo this Agreement. subject to the foregoingf ?`lC shall, of ifs overt expense,
investigate all those claims and demands, attend to their settlement or other
di osition, de#'end all actions based on those claims and demands with counsel
p
satr^sfacto to lndernnitees, acrd pay all reasonable charges of attorneys and all other
* ~ ^ ^ ^ r
reasonable costs and expenses of arty kind ar~s~ng front the Irabrlrtyi dalrrage, loss,
claims, demands, or actions. ^ . .
~ g~~ Su Local Provision. Tl agrees to use its best efforts to give preference and priority to
y
local rr~anufacturers, u Hers, contractors, and labor, except uvhere not reasonably possible
Pp .. .
to do so Without added expense, substantial inconvenience, or acr~f~ce ~n operating
efficient ,For the purposes of this section, the term "local" as used to describe
y
manufacturers, su I~ers, contractors, and labor includes firms, businesses, and persons ~vho
pp
reside in or maintain an office v~rithin a ~o-vile radius of Nuetes County.
~~~ I ^~~I~Vr
Economic Development Performance Agreement--Tl
Page 1 of ~7'
~. Any required Britten notices shall be sent railed, certified mail, postage prepaid,
addressed as folla~r:
TIG:
Turner Industries raup, LLC
clo John M. alashesky
Seniarllice-President and Regional Manager
~b0 Pasadena Bivd~, Pasadena, TX~ 7~~0
Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn: ~~e~Utlve DireCtar
~ ~0 ~ Leopard Street
Corpus Christi, Texas 7~4g~
b. A copy of all notices and correspondence must be sent to the City at the follouving
address:
pity of Corpus Christi
Attn.: City Manager
P.~. Box g~~7
Corpus Christi, Texas 7'~49w9277
c. Notice is effective upon deposit in the United States mail in the manner provided
a have
X0.9 lncorparation of other documents
a. The carpus Christi Business ~ Job Dvelopr~ent orporatian guidelines & Criteria
for granting Business incentives ~"Corporation guidelines"}, adapted September ~ 8,
~gg~, are incorporated into this Agreer~ent~
b~ TIC a lication submitted to the Corporation for business incentives ~"Application"}
pp
is incorporated into this Agreement.
c~ If there is an conflict in the terms of these documents, thefolle~ring order controls:
Y
~i}This Agreement, iii} Carporatian guidelines, viii}Application.
~ g.10 Amendr~ents or Modifications, No amendments ar modifications to this Agreement
ma be rr~ade, nor an rovision r~aived, unless in ~rriting signed by a person duly authorised
Y Yp
to sign agreements an behalf of each party,
~ a. ~ ~ Reltianshi of Parties. In perfarming this Agreement, both the Carporatian and Tip
p
uvill act in an individual capacity, and not as agents, representatives, employees, employers,
artners, 'pint-venturers, or associates of one another. The employees or agents of either
p 1
art rna not be, nor be construed to be, the employees or agents of the other party far any
p Y Y
purpose.
Econamic Development Perfarrnance Agreement--Tl
Page ~4 of ~7'
~ 0~ 1 ~ Captions. The captions in this Agreement are far convginience only and are not a part
of this Agreement. The captions do not in anyway limit oramplifythe terms and provisions
of this Agreement'
~D.~3 giverability,
.1 If for any reason, any section, paragraph, subdivision, clausgi, provision, phrase or
ward of this Agreement or the application of this Agreer~gint to any person or
circa rnstancgi is, to any extent, held illegal, invalid, or unenforceable u ndgir present or
future law or by a final judgment of a court of compgitent jurisdiction, then the
remainder ofthi Agreement, or the application of the terra or provision to persons or
circumstances othgirthan those a to which it i held illegal, invalid, or unginfvrceable,
will not be affected by tfre law or judgrr~ent, for it is the definite intent of the parties to
this Agreement that every section, paragraph, subdivision: clause, provision, phragi,
or word of this Agreement be given full force end effect for its purpose.
,~ Tv the extent that any clause or provision is held illegal, invalid, or unenforceable
under present or future law effectivgi during the term of this Agreement, then the
remainder ofthi Agreement is not affected by the law, and in lieu of any illegal,
invalid, ar unenforceable clause ar provision, a clause or provision, a similar in terms
to the illegal, invalid, or unenforceable clause ar provision as may be possible and bgi
legal, valid, and enforceable, will be added to this Agreerr~gint autamatically~
~ g. ~4 Venue Venue far any legal action related to this Agreement is in Nueces County,
Texas, Tl consents to, and waives any objections to, in persanum jurisdiction in Nueces
Count ,Texas. This agreement and the relationship betwegir~ Corporation and Tl shall be
]~ ,
overngid and interpreted under the lags of the state of Texas without regard to any conflict
g
of lags or provisions,
~ g.'1 ~ dale Agreement. This Agreement constitutes the sole agreement between the
Corporation and Tl. Any prior agreements, promises, negotiations, ar representations,
verbal ar otherwise, not expressly stated in this Agreement, are of no force and effect,
~xcgi t as otherwise provided herein, this Agreement cannot be modifigid or emended without
p
a written agreement of the partigis,
~ g. ~ ~ Countgir artF This A regiment may be gixecutgid in any number of counterparts, each
p g .
of which shall be dgigi~ned an original and constitute one and the same ~ntrurngint,
~ g,1 ~ Representation, Corporation rgipreents that no Corporation board member or
em is ee, Cit of Corpus Christi officer or gimplaygie, has been or will be compensated in any
py Y
manner with rgis act to directly ar indirectly bringing the parties hereto together, agreement
p
ne otiatians, or the entering into of this Agrgiement~ In no event wNll Tl pay a fee to or in
. ~ ~
an manner com ensatgi an Corporation board member or employee, City of Carpus Chr~st~
y p Y
officer or em 1o ee, in connection with the acceptance of this Agreement A breach of this
rov~~an ~ D, ~ ~ shall result in automatic and ~mmed~ate termination of this Agreement, and
p ~ ~
shall bean act of default by TIC,
~ 0.1 ether Contracts. It is understand by TIC that Corporation has heretofore entered, and
ma hereafter enter, into contracts with other companigis or persons upon terms and
Y
l~conomic ~eve~opmer~t Performance Agreemgint~-TI
Page ~ of ~ 7
conditions different from the terms and conditions of this Agreement, and Tip has no
standing to object whatsoever to any such contracts or require any modifications or changes
to its Agreement due to such other agreements,
1 o.'I corporation, its officers and employees, and its agents or contractors retained to
perform economic development services for corporation, shall treat as confidential the
financial statements of TIC and shall not release such information to the public, unless
required bylaw, Attorney general opinion, or court order. corporation shall irnrr~ediately
notify TIC upon receipt of any such of requests, affording Tip the opportunity to participate in
the request for an opinion from the Texas Attorney general and any legal proceedings.
corporation shall immediately notify TIC upon receipt of any opinion of the Texas Attorney
general or court orders to release such information.
~ g,~0 All representations, warranties, covenants and agreements of the parties, as well as
any rights and benefits of the parties pertaining to the transaction contemplated hereby, shall
survive the original execution date of this agreement.
~ o.~ Insurance, TIC shall maintain insurance on the Facility, at Tk's expense, during the
term of this Agreement, insurance of the type and with the ar~ount of coverage shown on the
Attachment there is no attachmen#}, which is incorporated in this Agreement by reference,
TIC shall use an insurance co~npanyor companies acceptable to the Risk Managerof the
pity of corpus Christi. Failure to maintain the insurance during the term of this Agreement, at
the limits and requirements shown on Attachment constitutes grounds for termination of this
Agreement. The certificate of Insurance must be sent to the Risk Manager priorto
occupancy of and operations at the Facility, The certificate of Insurance must provide that
the pity will have thirty ~0}days advance written notice of cancellation, intent to nit renew,
material change, or termination of any coverage required in this Agreement, TIC shall
provide, during the terra of this Lease, copies of all insurance policies to the Risk Manager
upon written request by the pity Manager. The Risk Managerhall retain the right to
annually review the amount and types of insurance maintained by TIC to require increased
coverage kir~its, if necessary in the interest of public health, safety, or welfare, and to
decrease coverage, if o warranted, In the event of any necessary increase, TIC shall
receive thirty ~~0~ days written notice prior to the effective date of the requirement to obtain
increased coverage. TIC shell, prior to any addition or alteration to, in, on, or aboutthe
Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition
or alteration will not necessitate a change or rr~odification in the existing insurance coverage
rnaintair~ed by Lessen.
~~EUT~D on the date shown opposite the signature of each party.
economic Development Perforr~ance Agreementy~Tl
Rage ~ ~ of 1 ~
corpus Christi Busi
By:
Name:
Title:
Date:
Job Developrr~ent corporation
Attest
~y:
Name: ~ ~ ~~
Title: ~~.~~~
-..~..."
Turner Industries group, LLB.
By: '- ~
Name: Jo I sky
Title; Se 'or ioe-Frei a d Regional I~aneger
Date: ~--~ ~ ~ '?~
~#ttest:
~y.
Title:
Federal Tax 1D No.:
corporate deal:
The State of Texas§
County of Nueces§
7'L -IS/3o 4~
es. 6 7~ ~ ~~+~~o~~~~~
ra rr o7
~~~~~
~. ~
s~c~ ~r~~
1 ~~-~
~ ~~:
r
Ga W ~
Assistarrt Cif ~'
for City A1~~N
Before me_ ~ //I~'I . / G.~Lo~er~ (Notary's name), on this day
personally appeared Jahn IIIl. ~olahesky, Seniorllice-President and Regional hllar~ager of
Turner industries rvup, LLB., knovun to meta b the person v~hose name is subscribed to
the faregaing instrument and ackno~rledged to me that he e~cecuted the carne in the capacity
stated as the act of Turner Industries group, LLB., a #~~ limited liability
nom n authari~ed to do business in Texas, far the purposes and consideration expressed
in the instrument,
of office this the da of ~ ~Dg7.
even under r~y,,~~,d and sea ~ y
1 ~ ~
a; ~~` ~'~~ 'i,~
• a . •
~ ~ Ji •
ti ~/ ~ ~ 1
w • i '
~ •
F
~. ~~~ ~~ ,' Notary Publ~o,
}~{~'~rrrr ~ ~-~r~'~~~4
~l~t[11111ti11
~cenornic development Performance Agreement-~Tl
Page 17 of ~ ~
State of Texas