HomeMy WebLinkAboutC2007-469 - 12/18/2007 - ApprovedAGREEMENT T~ CHANT BUSINEs INCENT~vES To
APAC
FAR THE RETENTION ~F JABS
This Agreement to grant Business Incentives for the Retention of Jabs ~"Agreement"~ is
entered into by and between the Corpus Christi Business and Job Development Corporation
~"Corporation"}, a Texas nonprofit corpora#ivn organized under v.A.C.. Art, ~~ gO.G, dec. 4A,
with mailing address of ~ X01 Leopard street, Corpus Christi, Texas, 7840 ,and APAC
Customer services, Inc., ~"APAC"~, an Illinois corporation authorized to do business in Texas,
with a place of business at Sat !North Carancahua, corpus Christi, Texas 184a1.
I. AC~[R~~lND
~.~ Purpose of Agreement. Corporation is atax-supported nonprofit 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. ~ 9D.S, dec. 4. 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 tv benefit the citizens of corpus Christi and the surrounding areas.
~.~ Projeot. The project and performance requirement to be implemented by means ofthi
agreement are generally described as follaws~
The relocation of APAC's call center from 4~ Ayers street tv Sa2 North Carancahua an ar
before the 30t~ day of July 2aa7 retaining minimum staffing of four hundred eighty five X45}
permanent employment positions fat least 4~S full-time fobs and at least Sl part-time jobs},
with an average annual salary of ~g,8g0, and a grass annual payroll of at least $~ 1,~aD,aaa,
with living wage of at least 5.~~ per hour; ar~d with health insurance provided for employees
who work at least 3~ hours per week; and renovation of the facility ~"Facility}'} at Sod North
Carancahua and purchase of new furniture, fixtures, and equipment at a total capital
investment of not less than G2~,aDa. At least ~0°l0 of the goods produced or services
provided at the Facility will be Bald to customers who are located at least 0 miles from the
intersection of Staples street and Leopard street, corpus Christi, Texas The services
produced are in NAIC cede 5~4~~ The performance requirements shall be continuously
maintained during the entire term of this agreement.
N~vll, THEREFORE, inconsideration ofthe premises and of the mutual covenants,
warranties, and agreements of the parties, it is agreed as foifows:
fl. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS
~.~ BY THE CARPUS CHRISTI BUINEs ANA JAB CEVEL~PMENT C~RP~RATI~N
. ~ Money grant: Corporation gill Canvey by grant to APAC a total of Four
Hundred Thousand Dollars ~~aa,aaa.aa} in five equal annual payments of Eighty
Thousand Dollars ~~80,aaa}each, as set forth in Schedule A, subject to the
performance requirements of APAC and the conditions precedent that APAC has
2p47-4 plied with all applicable terms and conditions contained in this
~~~. ~~747 ~ifically, but not limited to the rer~avation, remodeling, and
1~1~.8I~7
APAC Cust. Svc. Page 1 0# 17
L~.
occupation of the Facility at 80~ North arancahua, in corpus Christi, Nueces bounty,
Teas, by July 80, 2001, for a total capital investment of at least fix Hundred T~venty-
five Thousand Dollars ~G2,oo0.00}, payable as descried in schedule B; and APA~
gill begin and maintain full-time operations at the Facility ~uith the equipment, and the
retained and continued staffing of a minimum of four hundred eighty five X485}
permanent employment positions fat least 4~8 full-tine jobs and at least ~l part-time
fobs}, uwrith average annual salary of $20,800 and a minimum gross annual payroll of
~ ~,~oo,ooo, Frith living gage of at least $8.25 per hour; and uuith health insurance
provided for employees v~ho ~uorl~ at least ~ hours per creek, at the APA Facility as
of July 80, 2007. In no event shall corporation be required to convey any grant money
prior to any designated performance event according to the follouving schedule, and in
no event shall corporation's performance date be accelerated by any act of APA.
Furkher in no event shall corporation be required to mare any partial grant payment
for any partial performance by APA. All orporataon payments are subject to the
APA' successful completion of all of performance requlremerrts outlined in this
Agreement. such grant funding shall be used to retain the 485 permanent jabs.
Failure by corporation to timely and fully complyvuith any performance requirerr~ent
shall be an act of default by corporation giving APA~, 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 1111, paragraph ~.1, hereof.
HEDULE A
APA' ~NDITI~N ~4PA' TIIVIE ~F ~I~PORATI~N'
PRECEDENT ANA PERFORMANCE PERF~RI~ANE
PERFORMANCE RECUIREMENT
REQUIREMENT
Leasing, renovation, 400,00 payable as follo~rs,
remodeling, and occupation and no later than:
of the Facility at Sod North
Carancahua, in corpus
Christi Nuece Count
ya
June 30, ~ooS
September ~o, X008
Te~ca on or before the 80t~ X80,000
day of July 2001, Frith a total
.
June 30, X009
September o, 2009
capital investment of at least
June 80
200
X80
000
~x Hundred Tvuenty~f~ve , ,
Thousand Dollars June 30 201 a tember 0 2010
p ,
X25,000.00} payable as
. 80 000
,
described in schedule B; June 30, 201 ~
beginning and maintaining September 80, 20~~
full-time operations v~rith the go,ooo
equipment, and the retained
and continued staffing of a September 80, 20~
rninimurn of four hundred $80,000
eighty#ive X485} employment
positions {minimum 4~8 full-
tir~e end minimum B~ art-
H.L~gDirlgwsfEcoD~vAPACfDra~incentive 4A Q1~52~
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time} uvith average annual
salary of $20,800 and a
minimumgross annual
payrol l of 1 ~ , 200, 000; ~uith
minimum living gage of $8.~~
per hour; Frith health
insurance provided to
employees v~ho ~ror~c at least
~ hours per creek.
~.2 BY APA
,1 Investment--Facility: PAS agrees that it shall renovate, remodel and equip a
Facility located at 802 North arancahua in corpus Dhristi, Nueces bounty, Texas,
~vith equipment and furniture on or before June 30, 2008. The capital investment for
the renovation, remodeling, furnishing, and equipping of tyre Facility shall be at least
fix Hundred T~renty-five Thousand Dollars ~fi2,00D}, payable as described in
schedule D.
APA shall begin full operation at Facility on or before Juiy 80, 2001.
Failure byAPA to timely and fully comply and to continue to complyv~ith any
performance requirerr~ent of this agreement shall bean act of default.
HEQULE B
APA's PERF~RI~}~NE REG~UIREI~ENT APB's TIDE ~F PERFORI~I~f~E
1, Relocation of APA' tali venter from 1. July 0, 200,
425 Ayers street to 8~2 North
arancahua and commencement of
operations.
2. Renovate, remodel and equip a
Facility located at 80~ North
arancahua in Corpus Christi, Nueces
bounty, Texas, Frith equipment and
furniture, capital investment of at feast
fix Hundred Tvuenty~five Thousand
Dollars X02,000}, completed as
follov~rs:
2.A. November 0, 2001
A. Dapital Expenditure of 1 G,02G.
.
B. capital Expenditure of 108,914. 2. B. June 80, X008.
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.2 Employment:
APAC agrees that it shall retain and maintain not less than four hundred eighty-five
employment positions {418 full-time and B7 part-time} for its Facility in Corpus Dhristi,
Nueces County, Texas, with the average annual salary far each position not less than
20,8D~, and a gross annual payroll of not less than ~ ~ ,200,D00, for the full term of
this agreement, with minimur~ living wage of $5.25 per hour.
The jabs shall be primarily engaged in serving a customer base outside a SO~mile
radius of the city of Corpus Christi.
Failure by A~AD to timely and fully comply and to continue to comply with any
perrarmance requirement of this agreement shall be an act of default.
sDHEDULE
APAD' PERF~R11l~ANCE REQUIREMENTS APAD's TII~IE ~F PERF~RMANDE
Four hundred eighty-five X45} employment June ~~, 2008
positions ~4~5 full-time and ~ part-time} for
its Facility in Corpus Christi, Nueces County, June 0, 2000
Texas, with the average annual salary for
each position not less than $20,500, and a June 30, 200
gross annual payroll of nvt less than
$11200 gaa with minimum livin wa a of
g g June 50, 2D11
$5.25 per hour; and health insurance benefits
June 50
201 ~
provided for employees who work at least 33 ,
hours per week.
ill. REP~RTIN AND M~N~T~RIN
.~ Reports aid Monitoring: APAC agrees to the following reporting and monitoring
provisions, and failure to fully and timely comply with any one requirement shall constitute an
act of default,
.1 APAC shall provide an annual report certifying the status of compliance through
the life of the agreement of retained jobs, new investments and any other relevant
information. Documentation for jobs may be in the form of quarterly lR 041 returns,
APAC employer uarkerly Reports, ar employee rasters that showthe hours worked
and the positions filled, and such other repots as may reasonably be required,
,2 APAC, during normal working hours, at its Carpus Christi, Texas, Facility, shall
allow Dorporation and its designee, Corpus Christi Regional Economic Development
Corparatian, reasonable access to APAC's Facility to allauv Corporation to verify
construction progress.
APAC, during normal working hours, at its Corpus Christi, Texas, Facility, shall
allow Corporation and its designee, Dorpus Christi Regional Economic Development
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Corporation, reasonable access to APAC's err~ployn~ent records and books, to verify
employment and ell other relevant records related to each of the other economic
development considerations end incentives, as stated in this agreement, but the
confidentiality of such records end 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.
.4 ~ythe 1~t~' day of the deadline forfiling the second quarter reportwith the
Texas vl~orkforce Commission during each year of this Agreement, APAC agrees to
provide Corporation with a sworn certificate by its corporate officer in charge of
personnel records certifying the following:
~i}the number offull-time and part~time permanent employees at its Facilities as
of June 3~ of each year of this Agreement; and
iii} the number offull-time and part-time permanent jobs which were retained
and maintained a of June ~0 of each year of this Agreerr~ent, with hourly wage.
The provided documentation shall be in the form of quarterly Texas vl~orkforce
Commission payroll reports or other mutually acceptable employment and payroll
report.
.5 Icy June 0, ~OgB ,APAC agrees to provide the Corporation with a sworn
affidavit by its chief financial officer certifying the capital investment required by this
Agreement.
APAC shall certify that it has offered a health insurance program for its
employees during the term of this Agreement.
IV. ~VENANT, V~IARRANTI~, ~B~ICATION ANA ~UTI~
4.~ APAC 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 bean act of default by APAC. Failure to comply with any one covenantor
warranty shall constitute an act of default by APAC.
~. APAC is a corporation duly organized, validly existing, and in good standing and
authorized to do business in the state of Texas under the lags of the state of Texas,
has all corporate power and authority to carryon its business as presently conducted
in Corpus Christi, Texas.
. The execution of this agreement has been duly authorized by APAC's board of
directors, and the corporate officer signing this agreement is an officer of the
corporation, empowered to execute such areen+rent and bind the corporation, said
authorization, signing and binding effect is not in contravention of any law, rule or
regulation, or the provisions of APAC's articles of incorporation or by-lags, or of any
agreement or instrument to which APAC is a party or by which it may be bound, such
authority to be evidenced by a corporate resolution, attached hereto at the time of
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execution. APAC has the authority to eater into and perform, and will perform, the
terms of this Agreement.
.3 APAC has timely filed and will timely file all local, state, and Federal tax reports
and returns required by law to be filed and all taxes, assessments, fees, and other
governmental charges, including applicable ad valorem and employment taxes, have
been timely paid, and will be timely paid, during the term of this Agreement.
.4 No litigation or governmental proceeding is pending or, to the knowledge of APAC
or PAC's officers, threatened against or affecting APAC that may result in any
material adverse change in APAC's business, properties, or operations. No consent,
approval or authorization of yr registration or declaration within any governmental
authority is required in connection with the execution of this agreement ar the
transactions contemplated hereby.
. No cerkificate, statement or information provided by APAC to Corporation, the
Corpus Christi Regional Economic Development Corporation, or the pity of Corpus
Christi in connection with any transaction contemplated hereby, contains any untrue
statements or fails to state any fact necessary to keep the statements captained
therein from being misleading.
.~ To the best of its knowledge, APAC has acquired and maintained all necessary
rights, licenses, permits, and authority to carryon its business operations in Corpus
Christi, Texas, and will continuo to use its best efforts to maintain all necessary rights,
licenses, permits and authority.
,~ The funds herein granted shall be utilized solely for the purpose of offsetting the
cost of retaining and maintaining a minimum of four hundred eighty five X48}
permanent employment positions fat least 4~8 full~time jabs and at least ~7 part~time
jobs}, with average annual salary of 2g,Ogg and minimum gross annual payroll of
~ ~,gO,OD~, with living wage of at least 5.~~ per hour; and with health insurance
provided for employees who work at least 3 hours per week at APAC's Carpus
Christi Facility.
.8 APAC shell continue its full-tine business activities on its property in Carpus
Christi, Texas, including maintaining its employment and investment requirements at
ell times throughout the term of this agreement.
. APAC 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.
.10 APAC shall timely and fu11y comply with all of the terms and conditions of this
Agreement
.1 ~ APAC may not sell stock, assets, or any owpership interest in APAC that would be
mare than twenty ~Zg} percent of APAC' s total authorized and issued stack, assets or
ownership interest, without prior written notice to the Corporation, the Corpus Christi
Regional Economic Development Corparatian, and City of Carpus Christi.
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. ~ ~ APA shall notify arporation in writing of substantial changes in management
within seven {7~ days, substantial changes mean changes in chairman of the Beard,
President, .~.~. or area management,
.~ APAC has received ~ copy of the Texas Devefopr~ent corporation Act of ~~g,
Art. ~1D., Ilernon's Texas f~evised iv'fl statutes, and acknowledges that the funds
granted in this Agreement must be utilized solelyfar purposes authorized under state
lava and by the terms of this Agreement.
.~4 fn the event it is determined by ~arparation or pity of corpus Christi thatfunds
provided under this Agreement were not used in accordance with state law, then
Al'A agrees to repay such funds to the arparation within 0 days of written notice
requesting reirr~burer~ent.
.1 ~ If an audit determines that the funds were not used for authorized purposes ,
APA agrees to reimburse Corporation for the sums of money spent for purposes not
authorised by lair within 0 days written notice requesting reimbursement.
.~ There are no bankruptcy proceedings currently pending concerning APA, nor
are any such proceedings contemplated by Al'A, a of the date of execution of this
Agreement by APAC.
. ~ l APAC 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
l=acility, on the grounds of racer religion, national origin, marital s#atus, sex, age,
disability, ar in any manner prohibited by the laws of the United states or the state of
Texas.
,18 APAC agrees to provide information, reports, ar statements respecting its
business operations and financial condition as corporation nay reasonably request
from time to time,
. ~ APAC gill timely pay, before delinquency, all its utility billings.
4.~ Alf representations, vuarranties, 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.
11. UPENI~NITERI~INATI~N
~.~ orparation, underthe following circumstances, and at its sole discretion, ray suspend
its obligations under this agreement orterr~inate this agreement and recapture from Al'A
any of the money grants or consideration paid by Corporation to APAC, without liability to
APAC, upon and one of the following events, which are an act of default.
. ~ The appointment of a receiver of APAC, or of all or any substantial part of its
property, and the failure of such receiver to be discharged within sixty ~SD~ days
thereafter.
.~ The adjudication of AI'AC as bankrupt.
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. The filing by APA~ of ~ petition or an answer seeking bankruptcy, receivership,
reorganization, yr admitting the material allegations of a petition filed against it in any
bankruptcy or reorganization proceeding.
111. DEFAU~.T
~.~ Events of Default. should APAD fail to timely, fully and completely comply with any one
ar snore of the requirements, obligations, duties, terms, conditions or warranties of this
agreerr~ent such failure shall be an act of default byAPAD and, if not fully and completely
cured and corrected within sixty ~g}days after written native to da so, Dorporation nay
terminate this agreement and pursue all legal remedies as provided bylaw, provided
however that APAts liability under this agreement shall be limited to the immediate return by
APA to orporatian of all rnaney grants and consideration previously paid to it by
Darporation, the maximum lawful rate of interest on all money paid to AAA until fully repaid,
reasonable attorneyfee and cost of court to collect such money, and the termination of all
further obligations on behalf of Dorparation under this agreement. corporation shall ~ not be
Ilable to APA for any alleged consequential damages Additionally, the following events
shall constitute a default of this Agreement:
. ~ The corporation or pity determines that any representation or warranty on behalf of
APAC contained in this Agreement or in any financial statements certificate, report, ar
opinion submitted to the corporation in connection with this Agreement was incorrect
or misleading in any material respect when made;
.~ Any judgment is assessed against APA or any attachment or other levy against
the property of APA with respect to a claim remains unpaid, undischarged, or not
dismissed far a period of ~0 days.
If taxes on the Facility became delinquent, and APA~ fails to timely and properly
follav~r the legal procedures far protest or contest.
.4 APAC changes the general character of business as conducted of the date this
Agreement is approved by the Dorporation.
.~ Foreclosure ar sale of the Facility.
~.~ In the event of unforeseeable third party delays in the renovation of the Facility or
farce majeure and upon a reasonable showing by APA that it has immediately and in good
faith commenced and is diligently and continuously pursuing the correction, removal or
abatement of such delays by using its best efforts, corporation may consent to and excuse
such delays, which consent and excuse shall not be unreasonably withheld. Failure by
APA to use its best efforts as required in this paragraph shall be an act of default. Farce
majeure means severe weather such as tornadoes orflooding, wars, riots, and the
unavailability of necessary and essential equipment and supplies from all sources.
~.~ Any delay for any amount of time by Dorparation in providing notice of default to APA
shall in no event be deemed or constitute a waiver of such default by corporation of its rights
and remedies available underthis agreement, or in lava or equity.
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~.4 Any ~raivr granted by Corporation to APAC 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 ~raiver of any other existing or future breach of a covenant or condition, or act of
default by APAC or of a subsequent breach of the same covenant or condition or act of
default of the same act or event by APAC.
~.~ No vuaiver of any covenant or condition, or the breach of any covenant or condition of
this Agreement, justifies or authorises the nonobservance on any other occasion of the
covenant or condition or any other covenant or condition of this Agreement.
~.~ Any v~raiver or indulgence ofAPAC's default nay not be considered an estoppel
against the Corporation.
G.l 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 APAC, as determined by the Board of Directors of
the Corporation, the follo~ring actions must betaken for any defaultthat remains uncured
after the Cure Period;
. ~ APAC shall immediately repay all amounts paid by Corporation under this
Agreement, ~vith interest at the interest rate paid by the City on its most recently issued
general obligation bonds from date of expiration of Cure Period until fully paid.
.~ APAC shall pay Corporation reasonable attorney fees and costs of court to collect
ar~ounts due to Corporation,
. The Corporation shall have no further obligations to APAC under this Agreemen#.
.4. NeithertheCity Worths Corporation may be held liable for any consequential
damages.
.5. The Corporation may pursue all remedies available under lair.
~.8 APAC shall give Corporation v~rritten notice of any act of default by Corporation, and
Corporation shall have thirty X30}days after receipt of the notice to cure the default. Failure
by Corporation to timely and fully cure the act of default shell permit APAC to pursue its legal
remedies provided in this agreement.
VII. CORPORATIOhI's LIABILITY LIlITATIONs
~.~ Payments: APAC specifically agrees that Corporation shall only be liable to APAC for
the actual amount of the money grants to be conveyed to APAC and shall trot be liable to
APAC for any other actual or consequential damages, direct or indirect, interest, attorney
fees, or costs of court for any act of default by Corporation under the terms of this agreement.
It i 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 APAC during the term 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. Ho~rever, it i further understood and
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agreed that, should the actual total sales tax revenue collected foranyone 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 onlytheir pro rata share of the available
sales fax revenue for that year, less Corporation's customary and usual casts end expenses,
as compared to each contracting parties' grant amount for that year, and Corporation shall
not be liable to APAC for any such deficiency at that tirrre or at any time in the future. In this
event, Corporation will provide all supporting documentation, as requested. Payments to be
made to APAC shall also require a written request from APAC to be accompanied by all
necessary supporting documentation. Corporation shall have Early-five ~4} days to make
payment after receipt of such pa~yr~ent request. The payment request should be directed to
the address provided for Corporation below.
11111. DEFIN1T1~11f
As used in this agreement, the fallowing words ar phrases shall have the following meanings:
8,~ 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,
~.~ Con~pllance 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 steal! mean failure to timely and fully comply with one or more
requirements, obligations, duties, terms, conditions or warranties, as stated in this
agreement. Corporation nay, in its sale discretion, accept substantial compliance in lieu of
full compliance by waiving such act of default solely by an instrument in writing.
S,4 Full-time Operation shall mean the operation of the pall center Facility for not less than
eight ~8} hours per day, five ~~} days a week, for fifty~tvuo ~~~}weeks every fiscal year.
8.a Full~time Job or Full~time Equivalent dab ~FTE} shall mean a fob requiring a minimum
of One Thousand Eight Hundred Twenty ~18~g} hours of work aver a twelve ~1~} month term
thirty-five ~~} hours work per week], including allowance for vacation and sink leave, with foil
company benefits and employed exclusively and on-site in the city of Corpus Christi, Use of
a staffing agency is permitted provided all of the conditions here are met.
8.~ Insolvent shall mean failure to timely pay debts in the ordinary course of business or
cannot pay debts as they became due, or is insolvent within the meaning of the federal
bankruptcy law.
~.~ Farce Iajeure shall mean severe weather such as tornadoes orflooding, wars, riots
and the unavailability of necessary and essential equipment and supplies from all sources.
1~. ~I~ERA~. TERMS
9~~ Effective Date. The effective date of this Agreement ~"Effective Date"} is the latest
date that either party executes this Agreement.
9.~ Term. The term of this Agreement is five ~} years fram the Effective Date.
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9. Termination. This Agreement may be terminated by mutual agreement of the parties
or by either party, upon the failure of the other prtyto fulfill an obligation as set forth herein
The tern~inatian of this Agreement shall extinguish all rights, duties, obligations, and liabilities
of the parties under this Agreement, except all rights, duties, liabilities, and obligations
accrued priorto such termination shall survive tern~inativn.
~.4 Compliance with Laws. This Agreement is subject to all legal requirements in the City
Charter end Code of ordinances of the City of Corpus Christi and all other applicable county,
state, end federal laws. APAC 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, ThiAgreement shall be governed by and construed in accordance
with the lags and court decisions of the State of Texas.
.~ Assignment. This Agreement shall be binding upon the parties hereto and their
successors and assigns. However, APAC 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. fi lnden~nity. APA C cavenanls ~a fully indemnify, save, and bald harmless the
arpara~ian, the icy, their respective officers, employees, and agents ("lndemni~ees"}
aains~ alf liability, damage, loss, claims, demands, and actions of any kind on account
of personal injuries ~includin, ~rithaut li~rritin~ the faregoin~, uvarkers' carnpensation
and death cleir~s}, or praper~y loss ar dar~s~e a~ errs kind, ~vf~ich aria auk of ar are irr
any manner connected wifh, or are claimed to arise out of ar be in any manner
connected with AIWA activities conducted under ar incidental ~o this ~4~reentent,
including any ln~ jury, bass or deee causea~ by the sale or ~orr~rlhu~ary rregl~ge~rce a€
any ar all of the lnde~nnitees. ~4J~A must, at its a~rn expense, investigate all those
claims and demands, attend to their settlernen~ or other disposition, defend all actions
based on those claims and demands with counsel satisfactory to lndemnr'tees, and pay
all charges of ai~arneys and all other casts and expenses of erry kind arising from the
liabiliiy, damage, lass, claims, demands, ar actr'ans.
9.~ Buy Laval Provision. APAC agrees to use its best efforts to give preference and
priority to Iocal manufacturers, suppliers, contractors, and lobar, 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 0-mile radius of Nuece County.
9.8 Notices.
a. Any required written natives shall be sent mailed, certified mail, postage prepaid,
addressed s follows;
~:L~gDirlgwslEcaDevAPA~~~ra~lncent~ve 4A 07052
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APAC.
APAC Customer services, Inc.
Parkway North
Deerfield I L Goo 1
Attn: general Counsel
vVith a copy ta:
APAC:
APAC Customer services, Inc.
~ Parkway North
Deerfield IL Ggg1 ~
Attn: Facilities Manager
Corporation:
City of Corpus Christi
Business end Job Development Corporation
Attn: Executive Director
~ g 1 Leopard street
Corpus Christi, Texas ~84g~
b. A copy of ell notices and correspondence must be sent to the City at t#~e following
address:
City of Corpus Christi
Attn.: City Manager
P.~, Box X277
Corpus Christi, Texas ?84Gg~9~~7
c. Notice is effective upon deposit in the United States mail in the manner provided
above.
~. Incorporation of other documents.
a. The Corpus Christi Business & Job Development Corporation guidelines 8~ Criteria
for granting Business Incentives ~"Corporation guidelines"}, adopted September ~~8,
207', are incorporated into this Agreement.
b. APAC application submitted to the Corporation for business incentives
~"Application"} i incorporated into this Agreement.
c. If there is any conflict in the terms of these documents, the following order controls:
~i} This Agreement, iii} Corporation guidelines, viii}Application.
~.~~ Amendments or IIIJodifications, 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.
H.Le~~ir#gws~EcoDevAPA~#Draftlncentive ~A ~1~52~
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9.1~ Relationship of Parties, In performing this Agreement, bath the Corporation and APAC
will actin an individual capacity, and not as agents, representatives, employees, employers,
partners, joint-venturers, ar associates of one another. The e~rployees or agents of either
party may not be, nor be construed to be, the employees or agents of the other party for any
purpose,
9.~ ~ Captions. The captions in this Agreement are for convenience only and are not a part
of this Agreement, The captions dv not in anyway limit or amplifythe terms and provisions
of this Agreement,
~.~ 3 Severability.
~ If for any reason, any section, paragraph, subdivision, clause, provision, phrase or
word afthi Agreement orthe application of this Agreementty any person ar
circumstance is, to any extent, held illegal, invalid, or unenforceable under present ar
future law or by a final judgment of a court ofopetent jurisdiction, then the
remainder of this Agreement, ar the application of the term or provision to persons or
circumstances otherthan those as to vuhich it is held illegal, invalid, or unenforceable,
will not be affected by the law ar judgment, for it is the definite intent of the porkies 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,
.~ Tv the extent that any clause or provision is held illegal, invalid, or unenforceable
under present ar future law effective during the term of this Agreement, then the
remainder of thisAgreement is not affected by the law, and in lieu of any illegal,
invalid, or unenforceable clause yr provisian, a clause ar provisivn, as similar in terms
to the illegal, invalid, or unenforceable clause or provision as may be passible and be
legal, valid, and enforceable, gill be added to this Agreement automatically.
9,~4 1lenue. 1lenue for any legal action related to this Agreement is in Nueces County,
Texas. APAC consents to, and waives any objections ta, in personurn jurisdiction in Nueces
County, Texas. This agreement and the relationship between Corporation and APAC shall
be governed and interpreted under the laws of the State of Texas without regard to any
conflict of lams or provisions.
9.1 ~ Sole Agreement. This Agreement constitutes the sole agreement between the
Corporation and APAC, 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 porkies.
9.~ Counterparts. This Agreement maybe executed in any number of counterpark, each
vfwhich shall be deemed an original and constitute one and the same instrument.
9.~ 7 Representation. Corporation represents that no Corporation board member ar
employee, City of Carpus Christi officer or employee, has been or mill 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 even# gill APAC pay a fee to or in
any manner compensate any Corporation board member or employee, City of Carpus Christi
H:~.egDirlwslEcoDevAPACI~ra~IncentMVe 4A ~70~25
Page 1 of ~7
officer or employee, in connection with the acre Lance of this '
.. p Agreement, A breach of this
prov~s~on ~~ 0.1 ~} shall result in automatic and immediate termination of thi
s Agreement, and
shall bean act of default by APA.
9.15 ether contracts, It is understood b APA~ that far orati
. p on has heretofore entered,
and nay hereafter enter, into contracts with other com anies or er
. , p p sons upon terms and
conditions different from the terms and conditions of this A regiment
g , and APA has no
standing to object whatsoever to any such contracts or re uire an rood' ' '
q y ~f~cat~ons or changes
to its Agreement due to such other agreements.
9,19 corporation, its officers and emplo ees, and its a eats or c '
]~ g vr~trac#or retained to
perform economic development services for for oration shall treat ,
p ~ as conf~dent~al the
financial statements of APA and shall not release such informatio
n to the public, unless
required by law or court order. corporation shall immediate! noti APA
. fy of requests or
court orders to release such information,
9.~0 Ali representations, warranties, covenants and a reen~ents of '
g the parties, as well as
any rights end benefits of the parties perta~nin to the transaction contem
g p aced hereby, shall
survive the or~ganal execution date of this agreement.
.2~ Insurance, APA~ shall maintain insurance on the Facili at AP r
ty, A expense, during
the term of this Agreement, insurance of the t e and with the amours
Yl~ t of coverage shown on
the Attachrr~ent, which ~s incorporated in this A regiment b referee
g y ce. APA shall use an
insurance company or companies acceptable to the Risk Manager of the fit of for us
~hr~s#~. Fail ~ ~ .p .
ure to maintain the insurance during the term of this A reernent at the limnts and
requirements shown on Attachmen# constitutes grounds for termination of this A reerr~ent.
The ~ertif is g
ate of Insurance must b sent to the Risk Mana er riot to occu anc of an
., , , p p y d
operations at the Fac~l~ty, The ert~f~cate of Insurance must rovide that the fit '
. p y will have
thirty ~0} days advance written notice of cancellation intent to not ten '
ear, material change,
or termination of any coverage required in this A reerr~ent. APA shall rovi '
p de, during the
term of this Lease, copes of all insurance policies to the Risk Mana er
. g upon written request
by the qty Manager. The Risk Manager shall retain the rl ht to annu '
g ally rev~ewthe amount
and types of insurance ma~nta~ned by APAC to re uire increased covera '
r q ge I~rnf#s, if
necessary ire the interest of public health, safety, or welfare, and to decrease covera `
. ge, if so
warranted. Ire the event of any necessary increase, APA~ shall receive thi
. . rty X30} days
written notice pr~orto the effective date of the re uirement to obtain increa
q sed coverage
APA shall, prior to any addition or alteration to, in on or about the P '
, , ~ ~ rern~ses, obtain prior
clearance, in wr~t~ng, from the Risk Manager that the ro osed addition ~ .
p p or alteration will not
necessitate a change or mod~f~cat~on in the ex~st~ng insurance covera a maintain
g ed by
Lessee,
EEUT~D on the date shown opposite the si nature of each art
g p y.
Corpus Christi Business Job Develo meet Cor oration
~ R
B~:
~I az ,Chairperson
~:~~~a~~~~w~~~oa~~~P~c~~~~~~~~t~~~ a~ 07~~~~
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a~~~i
~~~~
~~ r
Armando hapa, si~t~r~t Secretary
D~ 75~~.. ~~~-,~
~~~
Mt
S~CRETI41tY ~}•
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gage 15 of 1~
l~~
Af~A UTO~IEf~ ERVIE, INS. ~
By:
Leo W, ep~u , Ifl, eniorllioe f~residentand thief Financial officer
Bate: ~ ~p
Attest:
~~ i ~
1 f
Title:
Federal Tax ID fVa,: ~~ ~~ Q
~rporate deal:
The State of /~~-1~IO~CS§
County of ,~ ~-~2~ §
..
Before me, -~~r ~~ ~~ Note name on this da
~ rY }, y
personally appeared George H. Hepburn III, VP and F of AIWA Customer services, Inc.,
kr~ovrrn to m to be the person ~uhose nave is subscribed to the foregoing ir~trurnent and
ackno~rledged to rye that he executed the same in the capacity stated as the act of APA
Customer services, lnc., an Illinois corporation, for the purposes and consideration
expressed in the instrument.
liven under m hand af~d seal of office this the ~ da f ~~'
]~ ~ y o OO7.
y
~~~ ~ ~ I
Notary Publlc, tte of ~~~Dr
boy ~, o~~
~o~ ~I~
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