Loading...
HomeMy WebLinkAboutC2007-462 - 12/11/2007 - ApprovedAGREEMENT TO GRANT BUSINESS INCENTIVES TO TEXAS A&M UNIVERSITY-CORPUS CHRISTI FOR SMALL BUSINESS ASSISTANCE This Agreement to Grant Business Incentives for Small Business Assistance ("Agreement") is entered into by and between the Corpus Christi Business and Job Development Corporation ("Corporation"), a Texas nonprofit corporation organized under V.A.C.S. Art. 5190.6, Sec. 4A, with mailing address of 1201 Leopard Street, Corpus Christi, Texas, 78401, and Texas A&M University-Corpus Christi, ("TAMU-CC"), a Texas institu#ion of higher education, with principal place of business at 6300 Ocean Drive, Corpus Christi, Texas 78412. I. BACKGROUND 1.1 Purpose of Agreement. Corporation is atax-supported non-profit corporation, whose primary income is from sales tax collected within the City of Corpus Christi and dedicated exclusively to economic development. This sales tax supporting Corporation is authorized as a local option under Texas Revised Civil Statutes, Art. 5190.6, Sec. 4A. Corporation exists for the primary purpose of developing, stabilizing, diversifying, and expanding the Corpus Christi economy through the retention, expansion, and recruitment of employment opportunities in order to benefit the citizens of Corpus Christi and the surrounding areas. 1.2 Project. The project and performance requirement to be implemented by means of this agreement are generally described as follows: Assistance to small businesses by providing access to students who will serve as interns in professional level positions. The small business will pay the student intern minimum wage (currently $5.85 per hour, adjusting to $fi.55 per hour in July 2008) and TAMUCC will match the small business contribution. Interns would be selected based on the needs of the small business with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. The project goal is create a 10% new job "return on inves#ment." For 70 internships, it is expected that at least 7 new jobs will be created over a 24 month period. A secondary benefit of the program is providing internship opportunities for students, real-world experience while making a living wage without working extended hours and developing potential full-time employment opportunities following graduation. The program will commence in the spring semester of 2008, continuing through the fall semester of 2008, and concluding with the spring semester of 2009. Seventy intern positions are to be provided. The grant amount is $125,929, with $107,520 being used for intern matching funds which will be equally matched by the small businesses' contributions. The $18,409 is for two half-time intern positions for three semesters within the Office of Career Services to assist with administration and evaluation of the program. It is anticipa#ed that 15 interns will be used in spring semester of 2008, 25 interns in the fall semester of 2008, and 30 interns in the spring semester of 2009. The performance requirements shall be continuously maintained during the entire term of this agreement. ~~^ti^r Tu~c~~n[z~ ~ri consideration of the premises and of the mutual covenants, 2007-462 tts of the parties, it is agreed as follows: Res. 027530 12/11/07 page 1 of 18 TAMU-CC II. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS 2.9 BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION .1 Money Grant: Corporation will convey by grant to TAMU-CC a total of One Hundred Twenty-five Thousand Nine Hundred Twenty-nine Dollars ($125,929.00), as set forth in Schedule A, subject to the performance requirements of TAMU-CC and the conditions precedent as set forth in Schedule A. The performance requirements shall be continuously maintained during the entire term of this agreement. Failure by Corporation to timely and fully comply with any performance requirement shall be an act of default by Corpora#ion giving TAMU-CC, as its sole remedy, the right to the contracted amount to be conveyed and further being limited to the terms and conditions contained in Article VII, paragraph 7.1, hereof. SCHEDULE A TAMU-CC's CONDITIONS TAMU-CC's TIME OF CORPORATION's PRECEDENT AND PERFORMANCE PERFORMANCE PERFORMANCE REQUIREMENTS REQUIREMENTS Placement of approximately January 15 through May 15, An amount not to exceed 15 interns with small 2008 $26,743 payable in monthly businesses in Corpus Christi, installments based upon placement based on the invoices received from needs of the small business TAMU-CC with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 20 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career Services to assist with administration and evaluation N:LegDirlgwslE=caDevTAMU-CCIDraftlncentive 4A 071114c1ean Page 2 of 18 of the program. Placement of approxim_ atel August 15 through December An amount not to exceed 25 interns with small 15, 2008 $45,084.55 payable in businesses in Corpus Christi, monthly installments based placement based on the upon invoices received from needs of the small business TAMU-CC with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 20 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career Services to assist with administration and evalua#ion of the program. Placement of approximately January 15 through May 15, An amount not to exceed 30 interns with small 2009 $54,101.45 payable in businesses in Corpus Christi, monthly installments based placement based on the upon invoices received from needs of the small business TAMU-CC with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 20 hours per week and 12 weeks per semester during the Spring Semester of 2009, within the Office of Career Services to assist with H:Leg©irlgwrslEcoDevTAMiJ-CCIDraftlncentive 4A 071'f 14c1ean Page 3 of 18 administration and evaluation of the program. 2.2 INVESTMENT BY TAMU-CC TAMU-CC is not required to make any capital inves#ment, bu# shall provide the performance requirements set forth in Schedule B. Failure by TAMU-CC to timely and fully comply and to continue to comply with any performance requirement of this agreement shall be an act of default. SCHEDULE B TAMU-CC's PERFORMANCE TAMU-CC's TIME OF PERFORMANCE REQUIREMENTS Providing administrative oversight and direct Beginning January 15, 2008 and continuing supervision for the placement of interns in the during the Spring and Fall Semesters of 2008 small business employer program. and the Spring- Semester of 2009. 2 Employment: TAMU-CC shall comply with the employment requirements set forth in Schedule C. Failure by TAMU-CC to timely and fully comply and to continue to comply with any performance requirement of this agreement shall be an act of default. SCHEDULE C TAMU-CC's PERFORMANCE TAMU-CC's TIME OF PERFORMANCE REQUIREMENTS Crea#e and maintain not less than two intern January 15 through May 15, 2008 (2) employment positions to assist in the small business employer intern program for its facility in Corpus Christi, Nueces County, Texas, with an hourly wage of $11.70 per hour, plus personnel costs during the Spring Semester of 2008. Create and maintain not less than two intern August 15 through December 15, 2008 and (2) employment positions to assist in the January 15 through May 15, 20D9 small business employer intern program for its facility in Corpus Christi, Nueces County, H:Leg©irlgwslEcoDevTAMU-CCIDraftlncentive 4A 073 3 34ciean Page 4 of 18 Texas, with an hourly wage of $13.10 per hour plus personnel costs during the Fall Semester of 2008 and Spring Semester of 2009. III. REPORTING AND MONITORING 3.1 Reports and Monitoring: TAMU-CC agrees to the following reporting and monitoring provisions, and failure to fully and timely comply with any one requirement shall constitute an act of defaul#. .1 TAMU-CC shall provide a report at the end of each semester certifying the status of compliance through the life of the agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, TAMU-CC employer Quarterly Reports, or employee rosters that show the hours worked and the positions filled, and such other reports as may reasonably be required. .2 TAMU-CC, during normal working hours, at its Corpus Christi, Texas, facility, shalt allow Corporation and its designee, Corpus Christi Regional Economic Development Corporation, reasonable access to TAMU-CC's employment records and books, to verify employment and all other relevant records related to each of the other economic development considerations and incentives, as stated in this agreement, but the confidentiality of such 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 General. IV. COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES 4.1 TAMU-CC makes the following covenants and warranties to Corporation, and agrees to timely and fully perform the following obligations and duties. Any false or substantially misleading statement contained herein or failure to timely and fully perform as required in this agreement shall be an act of default by TAMU-CC. Failure to comply with any one covenant or warranty shall constitute an act of default by TAMU-CC. .1 No litigation or governmental proceeding is pending or, to the knowledge of TAMU- CC or TAMU-CC's officers, threatened against or affecting TAMU-CC that may result in any material adverse change in TAMU-CC's business, properties, or operations. No consent, approval or authorization of or registration or declaration within any governmental authority is required in connection with the execution of this agreement or the transactions contemplated hereby. .2 No certificate, statement or information provided by TAMU-CC to Corporation or the City of Corpus Christi in connection with any transac#ian contemplated hereby, contains any untrue statements or fails to state any fact necessary to keep the statements contained therein from being misleading. H:i_egDirlgwsl~coDe~TAMIf-CCIDraftlncentive 4A 071114c1ean Page 5 of 18 .3 To the best of its knowledge, TAMU-CC has acquired and maintained all necessary rights, licenses, permits, and authority to carryon its business operations in Corpus Christi, Texas, and wil! continue to use its best efforts to maintain all necessary rights, licenses, permits and authority. .4 The funds herein granted shall be utilized solely for the purpose of offsetting the cost of creating and maintaining the intern assistance for small businesses through TAMU-CC's Corpus Chris#i facility. .5 TAMU-CC shall continue its full-time business activities on its property in Corpus Christi, Texas, including maintaining its employment and investment requirements at all times throughout the term of this agreement. .6 TAMU-CC shall complete the project required by this Agreement and shall provide and staff the required employment positions, investment, and other economic development considerations described in this Agreement. .7 TAMU-CC shall timely and fully comply with all of the terms and conditions of this Agreement. .8 TAMU-CC sha11 notify Corporation in writing of substantial changes in management within seven {7} days. Substantial changes mean changes in Chairman of the Board, President, C.E.O. or area management. .9 TAMU-CC has received a copy of the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, 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. .10 In the event it is determined by Corporation or City of Corpus Christi that funds provided under this Agreement were not used in accordance with State law, then TAMU-CC agrees to repay such funds to the Corporation within 30 days of written notice requesting reimbursement. .11 If an audit determines that the funds were not used for authorized purposes , TAMU-CC agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. .12 There are no bankruptcy proceedings currently pending concerning TAMU-CC, nor are any such proceedings contemplated by TAMU-CC, as of the date of execution of this Agreement by TAMU-CC. .13 TAMU-CC will not discriminate nor permit discrimina#ion 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. H:LegDidgwslEcoDevTAMU-CCIDraf[Incentive AA 0711'f4clean Page 6 of 18 .14 TAMU-CC agrees to provide information, reports, or statements respecting its business operations and financial condition as Corporation may reasonably request from time to #ime. 4.2 All representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties pertaining to the transaction contemplated hereby, shall survive the original execution date of this agreement. V. SUSPENSIONSITERMINATIONS 5.1 Corporation, under the following circumstances, and at its sole discretion, may suspend its obligations under this agreement or terminate this agreement, without liability to TAMU- CC, upon any one of the following events, which are an act of default. .1 The appointment of a receiver of TAMU-CC, or of all or any substantial part of its property, and the failure of such receiver to be discharged within sixty (60) days thereafter. .2 The adjudication of TAMU-CC as bankrupt. .3 The filing by TAMU-CC of a petition or an answer seeking bankruptcy, receivership, reorganization, or admitting the material allegations of a petition filed against it in any bankruptcy or reorganization proceeding. VI. DEFAULT fi.1 Events of Default. Should TAMU-CC fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this agreement such failure shall be an act of default by TAMU-CC and, if not fully and completely cured and corrected within sixty (60) days after written notice to do so, Corporation may terminate this agreement and pursue all legal remedies as provided by law, provided however that TAMU-CC's liability under this agreement shall be limited to the termination of all further obligations on behalf of Corporation under this agreement. Corporation shall not be liable to TAMU-CC for any alleged consequential damages. Additionally, the following events shall constitute a default of this Agreement: .1 The Corporation or City determines that any representation or warranty an behalf of TAMU-CC contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; .2 Any judgment is assessed agains# TAMU-CC ar any attachment or other levy against the property of TAMU-CC with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 30 days. .3 If taxes on the Facility become delinquent, and TAMU-CC fails #o timely and properly follow the legal procedures for protest or contest. .4 TAMU-CC changes the general character of business as conducted of the date this Agreement is approved by the Corporation. H:LegDirlgvuslEcoDevTAMU-CCIDraftlncentive 4A 071114c1ean Page 7 of 18 .5 Foreclosure or sale of the Facility. 6.2 Any delay for any amount of time by Corporation in providing notice of default to TAMU-CC shall in no event be deemed or constitute a waiver of such default by Corpora#ion of its rights and remedies available under this agreement, or in law or equity. 6.3 Any waiver granted by Corporation #o TAMU-CC of any covenant or condition, the breach of any covenant or condition of this Agreement, or of an act of default shall not be deemed or constitute a waiver of any other existing or future breach of a covenant or condition, or act of default by TAMU-CC or of a subsequen# breach of the same covenantor condition or act of default of the same act or event by TAMU-CC. fi.4 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. fi.5 Any waiver or indulgence of TAMU-CC's default may not be considered an estoppel against the Corporation. 6.fi Results of Uncured Default. After exhausting good faith attempts to address any default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of TAMU-CC, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period: .1 TAMU-CC shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation. .2 The Corporation shall have no further obligations to TAMU-CC under this Agreement. .3 Neither the City nor the Corporation may be held liable for any cansequential damages. .4 The Corporation may pursue all remedies available under law. fi.7 TAMU~CC shall give Corporation written notice of any act of default by Corporation, and Corporation shall have thirty (30) days after receipt of the notice to cure the default. Failure by Corporation to timely and fully cure the act of default shall permit TAMU-CC to pursue its legal remedies as provided in this agreement. VII. CORPORATION'S LlABIL1TY LIMITATIQNS 7.1 Paymer>ts: TAMU-CC specifically agrees that Corporation shall only be liable to TAMU-CC for the actual amount of the money grants to be conveyed to TAMU-CC and shall not be liable to TAMU-CC for any other actual or consequential damages, director indirect, interest, attorney fees, or costs of court for any act of default by Corporation under the terms of this agreement. It is further specifically agreed that Corporation shall only be required to pay the grant amounts solely out of its sales tax revenue currently collected, allocated and budgeted and to be allocated, budgeted and collected for TAMU-CC during the term of this H:LegDlrlgrvslEcoDevTAMU-CC1Drat'tlncentive 4A 071114c1ean Page 8 of 18 agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted and collected solely during the grant term of this agreement, being January 1, 200$, through June 15, 2009. 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 TAMU- CC for any such deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made to TAMU-CC shall also require a written request from TAMU-CC to be accompanied by all necessary supporting documentation. Corporation shall have thirty (30)_days to make payment after receipt of such payment request. The payment request should be directed to the address provided for Corporation below. Vlll. DEFINITIONS As used in this agreement, the following words or phrases shall have the following meanings: 8.1 City of Corpus Christi or City shall mean the governing municipal corporation, the area that is within the city limits of the City of Corpus Christi, Texas. 8.2 Compliance shall mean timely, fully and completely performing or meeting each and every requirement, obligation, duty, condition, or warranty as stated in this agreement. Compliance shall mean complete compliance and shall not mean substantial compliance. 8.3 Act of Default shall mean failure to timely and fully comply with one or more requirements, obligations, duties, terms, conditions or warranties, as stated in this agreement. Corporation may, in its sole discretion, accept substantial compliance in lieu of full compliance by waiving such act of default solely by an instrument in writing. 8.4 Insolvent shall mean failure to timely pay debts in the ordinary course of business or cannot pay debts as they become due, or is insolvent within the meaning of the federal bankruptcy law. 8.5 Force Majeure shall mean severe weather such as tornadoes or flooding, wars, riots and the unavailability of necessary and essential equipment and supplies from all sources. IX. GENERAL TERMS 9.1 Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 9.2 Term. The term of this Agreement is eighteen months from the Effective Date. 9.3 Termination. This Agreement may be terminated by mutua} 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 all rights, duties, obligations, and liabilities H:i_egDirlgwslEcoDevTAMU-CClDraftlncentive 4A 071114ciean Page 9 of 18 of the parties under this Agreement, except all rights, duties, liabilities, and obligations accrued prior to such termination shall survive termination. 9.4 Compliance with laws. This Agreement is sub}ect to all legal requirements in the City Charter and Code of ordinances of the City of Corpus Christi and all other applicable county, state, and federal laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, County and Clty governments, as may be amended or enacted. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 9.5 Assignment. This Agreement shall be binding upon the parties hereto and their successors and assigns. However, TAMU-CC may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 9.6 lndemnlfy. To fhe extent permitted bylaw, TAMU-CC will indemnify, save, and hold harmless the Corporatlon, fhe Clfy, their respecflve officers, employees, and ~. agents (Indemnlfees ~ agalnsf all liability, damage, loss, claims, demands, and acflons of any kind on account of personal Injuries (including, without limiting the foregoing, workers` compensation and death clalmsj, or property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed fo arr`se out of or be !n any manner connected with TAMU-CC actlvltles conducted under or incidental fo this Agreement, lncluding any injury, loss or damage caused by fhe sole or contributory negligence of any or a!I of the Indemnifees. TAMU-CC must, at its own expense, investigate a!I those claims and demands, attend to their settlement or ofher dlsposltion, defend al! actions based on those claims and demands with counsel satlsfacfory to Indemnifees, and pay afl charges of attorneys and all other costs and expenses of any kind arlsing from the liability, damage, loss, claims, demands, or acflons. 9.7 Buy Local Provision. TAMU-CC agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. 9.8 Notices. a. Any required written notices shalt be sent mailed, certified mail, postage prepaid, addressed as follows: H:LegDirlgwslEcoDevTAMU-CCIDraHlncentive 4A 0TI 114c1ean Page ~ 0 of 18 Texas A&M University Corpus Christi; TAMU-CC clo Jim Needham Dean of Community Outreach 6300 Ocean Drive, NRC 2200 Carpus Christi, Texas 78412 Corporation: City of Corpus Christi Business and Job Development Corporation Attn: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent to the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 9.9 Incorporation of other documents. a. The Corpus Christi Business & Job Development Corporation Guidelines & Criteria for Granting Business incentives ("Corporation Guidelines"), adopted September 18, 2007, are incorporated into this Agreement. b. TAMU-CC application submitted to the Corporation for business incentives ("Application") is incorporated into this Agreement. c. If there is any conflict in the terms of these documents, the following order controls: (i} This Agreement, {ii) Corporation Guidelines, (iii) Application. 9.10 Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 9.11 Relationship of Parties. In performing this Agreement, both the Corporation and TAMU-CC will act in an individual capacity, and not as agents, representa#ives, 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. H:LegDlrlgws/EcoDevTAMtJ-CC/Draftlncantive 4A 471'E14clean Page 11 of 18 9.12 Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 9.13 Severability. .1 If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, wil! not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. .2 To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any iNegai, 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. 9.14 Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. TAMU-CC consents to, and waives any objections to, in personum jurisdiction in Nueces County, Texas. This agreement and the relationship between Corporation and TAMU-CC shall be governed and interpreted under the laws of the State of Texas without regard to any conflict of laws or provisions. 9.15 Sole Agreement. This Agreement constitutes the sole agreement between the Corporation and TAMU-CC. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. Except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 9.16 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 9.17 Representation. Corporation represents that no Corporation board member or employee, City of Corpus Christi officer or employee, has been or will be compensated in any manner with respect to directly or indirectly bringing the parties hereto together, agreement negotiations, or the entering into of this Agreement. In no event will TAMU-CC pay a fee to or in any manner compensate any Corporation board member or employee, City of Corpus Christi officer or employee, in connection with the acceptance of this Agreement. A breach of this provision (10.17} shall result in automatic and immediate termination of this Agreement, and shaA be an act of default by TAMU-CC. 9.18 Other Contracts. It is understood by TAMU-CC that Corporation has heretofore entered, and may hereafter enter, into contracts with other companies or persons upon terms H:LegDirlgwslEcoDevTAMU-CCIDrafllncentive 4A 071714c1ean Page 12 of 18 and conditions different from the terms and conditions of this Agreement, and TAMU-CC has no standing to object whatsoever to any such contracts or require any modifications or changes to its Agreement due to such other agreements. 9.19 Corporation, its officers and employees, and its agents or contractors retained to perform economic development services for Corporation, shall treat as confidential the financial statements of TAMU-CC and shall not release such information to the public, unless required by law or court order. Corporation shall immediately notify TAMU-CC of requests or court orders to release such information. 9.20 All representations, warranties, covenants and agreements of the parties, as well as gray rights and benefits of the parties pertaining to the transaction contemplated hereby, shall survive the original execution date of this agreement. H:LegDirlgwslEcoDe~TAMU-CC/Draftlncenti~e 4A O'71114c1ean Page 13 of ~ 8 EXECUTED on the date shown opposite the signature of each party. Corpus Christi Business ~ Job Development Corporation By: EI S az ,Chairperson Date: ~ ~ ~ ~ ~ ~ • . - - Attest By: Armando Chapa, Assistant Secretary pppra~red as ~ iorrn. ~...---- l('~1 tn~h G y Attorney Ass~M City For City Attomey QS'• vO~ l~~,~,,,~.At1fF~~lttlcr.k et c~at~~ci~. t ~~. __ SECRfT14Rr H:LegDirlgwsli=coDev7AMU-CC/Draftlncentive 4A 07i 114clean Page 14 of 18 Texas A&M University-Corpus Chr s ` By: Harvey Knull, Associate Vice Pre ident for Research and Scholarly Activity Date: [ z-" ! 4 -~~7 Attest: sy: Title. The State of Texas§ County of Nueces§ Before me, ~~e~~ ~~ W~S~ {Notary's name), on this day personally appeared Harvey Knull, Associate Vice President for Research and Scholarly Activity, Texas A&M University-Corpus Christi, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in the capacity stated as the act of Texas A&M University---Corpus Chris#i, for the purposes and consideration expressed in the instrument. Given under my hand and seal of office this the 19 day of ~i?b~007. mss. w~sr ~, ; ; n~vc~ nlrora~A~s Notary Public, State of Texas 14, H:LegDirlgwslEwDev7AMU-CCIDraftlncenti~e 4A d71114ctean Page 15 of 18 SCHEDULES SCHEDULE A TAMU-CC's CON©ITIONS TAMU-CC's TIME OF CORPORATION'S PRECEDENT AND PERFORMANCE PERFORMANCE PERFORMANCE REQUIREMENTS REQUIREMENTS Placement of approximately January 15 through May 15, An amount not to exceed 15 interns with small 2008 $26,743 payable in monthly businesses in Corpus Christi, installments based upon placement based on the invoices received from needs of the small business TAMU-CC with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 20 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career Services to assist with administration and evaluation of the program. Placement of approximately August 15 through December An amount not to exceed 25 interns with small 15, 2008 $45,084.55 payable in businesses in Corpus Christi, monthly installments based placement based on the upon invoices received from needs of the small business TAMU-CC with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic FE:LegDirlgvuslEwDe~TAMU-CCIDraftlncentiva 4A 071114c1ean Page 16 of 18 development and job creation. Employment of two interns for 20 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career Services to assist with administration and evaluation of the program. Placement of approximately January 15 through May 15, An amount not to exceed 30 interns with small 2009 $54,101.45 payable in businesses in Corpus Christi, monthly installments based placement based on the upon invoices received from needs of the small business TAMU-CC with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 20 hours per week and ~ 2 weeks per semester during the Spring Semester of 2009, within the Offce of Career Services to assist with administration and evaluation of the program. SCHEDULE B TAMU-CC's PERFORMANCE TAMU-CC's TIME OF PERFORMANCE REQUIREMENTS Providing administrative oversight and direct Beginning January 15, 2008 and continuing supervision for the placement of interns in the during the Spring and Fal! Semesters of 2008 small business employer program. and the Spring- Semester of 2009. N:LegDirlgwslEcoDevTAMU-CCIDrafElncentive 4A 071114dean Page 17 of 18 SCHEDULE C TAMU-CC's PERFORMANCE TAMU-CC's TIME OF PERFORMANCE REQUIREMENTS Create and maintain not less than two intern January 15 through May 15, 2008 (2) employment positions to assist in the small business employer intern program for its facility in Corpus Christi, Nueces County, Texas, with an hourly wage of $11.70 per hour, plus personnel cos#s during the Spring Semester of 2008. Create and maintain not less than two intern August 15 through December 15, 2008 and (2) employment positions to assist in the January 15 through May 15, 2009 small business employer intern program for its facility in Corpus Christi, Nueces County, Texas, with an hourly wage of $13.10 per hour plus personnel costs during the Fall Semester of 2008 and Spring Semester of 2009. H:LegDirlgwslEcoDevTAMI!-CC/Draftlncentive 4A 071114c1ean Page 18 of 18