Loading...
HomeMy WebLinkAboutC2007-473 - 12/11/2007 - ApprovedF AGREEMENT TO GRANT BUSINESS INCENTIVES TO ~ N~9L SCORE CHAPTER 221 FOR THE RETENTION OF JOBS This Agreeent to Crant Business Incentives for the Retention of Jobs ~"Agreement" is entered into by and between the Corpus Christi Business and Job Development Corpora#ion ~"Corporation"}, a Texas nonprofit corporation organized under 11.A.C,S. Art, ~~g., Sec, 4A, with mailing address of ~ ~0~ Leopard Street, Corpus Christi, Texas, 7S4g~ ,and SORE Chapter 2~~, ~"SORE "}, a nonprofit association, with principal place of business at 5~ Leopard Street, Suite 41 ~ ,Carpus Christi, Texas ~84D8, I. BAI~ROUND ~.~ Purpose of Agreement. Corporation is a tax~supported non-profit corporation, whose primary income is frorn sales tax collected within the City of Carpus Christi and dedicated exclusively to economic development. This sales tax supporting Corpora#ion is authorized as a Iocal option under Texas Revised Civil Statutes, Art. 190,, Sec. 4A. Corporation exists for the prir~ary purpose of developing, stabilizing, diversifying, and expanding the or us . p Christi economy through the retention, expansion, and recruitment of employr~ent opportunities in orderto benefit the citizens of Corpus Christi and the surrounding areas. ~.~ Project. The project and performance requirement to be implemented by means of this agreement are generally described as follovtirs: Providing assistance to small businesses and persons and entities desiring to begin and operate a small business in Corpus Christi by rr~entaring clients, conducting workshops, advising clients as #o business plans, pro forrnas, form of business entity, financial implications, and all other aspects of small business operations. SCORE will retain an executive assistantlcoordina#or to assist the SCORE volunteers in administering the assistance program. SORE will engage in a limited advertising campaign to publicize the assistance program. The performance requirements shall be continuously maintained Burin g the enure term of this agreement. N~1111, THEREFORE, in coniderstion of the premises and of the mutual covenants, warran#ies, and agreements of the parties, it is agreed as follows: II. EONOI~II BENEFITS AND INCENTIVE AND PERFoRI~ANCE REC~UIREI~ENTs 2.1 BY THE C~RPD CHR~sTI B~1S~NES AND JAB DE11ELOPI~ENT CORPORATION . ~ IVlone~: Corporation gill convey by grant to SORE a total of Twenty-nine Thousand one Hundred Sixty-seven Dollars ~~, ~ 7}, as set forth i n Schedule A, subject to the performance requirements of SCORE and tl~e conditions precedent set forth in Schedule A. Failure by Corporation to timely and fully complywith any performance requirement shall bean act of default by Corporation giving SORE , as its sole remedy, the ri ht . g to the contracted amount #a be conveyed and further bung INm~ted to the #erms and ^^~~'~~~~~~ ~~~#~~~~~+ in Article 1111, paragraph ?'. ~ ,hereof. 207-47 111117' Rey. ~27~ Page 1 of ~ yore chapter ~~l DHEDULE A oRE' oNDlTION DORE' TIME of oRP ' oRATION s PRECEDENT AND PERFORMANCE PERFOR MANGE PERFORMANCE RE DIRE ~ MENT REUIREMENT Employmen# of an executive . January ~ through Jul 1, ~9 ~ 7 ~ a ~ . Y ~ y ble w~th~n 30 ass~tantlcoord~nator on a X008 da s of invoicin y g for ~as~s ~ of at ex eases under this feast ~ 040 hours per year} to r a reementr assast the ARE volunteers to provide assistance to small businesses and persons and ent~t~es desar~ng to been and operate a srnail business in corpus Christi by rnentoring clients, conducting workshops, advising clients as to business plans, pro formes, form of bui Hess entity, financial implications, and all other aspects of small business operations; and conduct a limited advertising campaign to publicize the assistance program to small businesses. ~.~ BY oRE . ~ Investr~ent-Facility: ARE is not required to make a ca ital investn~e p nt, however SORE shall perform the performance requirements as set forth in c hedule ~. Failure by ARE to tin~e~y and fully comply and to continue to com l with a p Y ny performance requirer~enf of this agreement shall bean act of default. SCHEDULE B SCORE 's PERF~RMANE oRE ' TIME of PERF~R MANGE REC~~liREMENTS Providing X44 hours of general and technical Seinnin Janus ~ ~~Q an ~ . g ry d ContlnUing services to srr~all businesses through until July ~ , X008. vol unteer counselors. H:LegDirlgwslEcoDevCO~E !Incentive 4A OT1~~~ Page ~ of ~ '~ ~ ~~ .~ Er~ployment~ SCORE shall Comply vuith the employment req~,irernents set forkh in thedule . 1=allure by SCORE to timely and fully comply and to continue to complyvuith any performance requirement of this agreement shall bean act of default. SCH E~l~ LE CRE ' PERFORMANCE SORE 's TIME OF PERFORMANCE RE~I~IREMENT Create and maintain not less than one January 1 , 00~ contract executive assistan#~coordinator position vuith an average annual salary of ~,OOD. ill. REP~RTIN AIVD M~IVITORIN .~ Reports and Monitoring: CARE agrees to the falfo~ving reporting and monitoring provisions, and failure to fully and timely comply uwrith any one requirement shall constitute an act of default. . ~ CARE shall provide an annual report certifying the status of compliance through the life of the agreement, Documentation for fobs may be in the fora of quarterly IRS 941 returns, CARE employer Cuarterly Reports, oremployee rosters that shov~the hours vuorked and the positions filled, and such other reports as may reasonably be required. .~ SCORE, during narrnal uwrorking hours, at its Corpus Christi, Texas, facility, shall allovu Corporation and its designee, Corpus Christi Regional Ecanon~ic Development Corporation, reasonable access to CRE 's Facility to allovtir Corporation to verify contructian progress. .3 CARE, during normal vuorking fours, at its Corpus Christi, Texas, facility, shall allovrr Corporation and its designee, Corpus Christi Regional Economic Developr~ent Corporation, reasonable access to SCORE 's employment records and books, to verify employment and all other relevant records related to each of the other ecanornic development considerations and incentives, as stated in this agreement} but the confidentialityof such records and information shall be maintained by Corporation and its designed, Carpus Christi Regianal Economic Development Corporation, unless such retards and information shall be required by a court order a lal:ully issued subpoena, or at the direction of the office of the Texas Attorney General. H:LegDirlgwslEcoDevCDR~ llncentive 4A 07~ 22~ Page of ~5 Fi g Iv. CovE~IANT, WARRANTIES, oBL~ATIONS AND DI~T~ES 4.~ SCORE makes the following covenants and warranties to corporation, and agrees to timely ar~d fully perform the following obligations and duties, Any false or substantially rr~isleading statement contained herein or failure to timely and fully perforr~ as required in this agreement shall be an act of default by SCORE. Failure to comply with any one covenantor warranty shall constitute an act of default by SCORE, 1. SCORE is 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 power and authority to carry on its business as presently conducted in Corpus Christi, Texas. .~ The execution of this agreement has been duly authorized by SCDRE's board of directors, and the off cer signing this agreement is an officer of the organization, empowered to execute such agreement and bind the organization, said authorization, signing and binding effect is not in contravention of any law, rule or regulation, orthe provisions of SCORE 's bylaws, or of any agreement or instrument to which SCORE is a party or by which it maybe bound, such authority to be evidenced by an organizational resolution, attached hereto at the time of execution. SCORE has the authority to enter Into and perform, and will perform, the terms of this Agreement. . SCORE has timely filed and gill timely fie 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 orovernmental proceeding is pending or, to the knowledge of SORE or SCORE ' officers, threatened against or affecting SCORE that may result in any material adverse change ire SCORE 's business, properties, or operations. Igo consent, approval or authorization of or registration ordeclaration within any governmental authority is required in connection with the execution of this agreement or the transactions contemplated hereby. .5 No certificate, statement or information provided by SCORE to Corporation or the City 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 contained therein from being misleading. . To the best of its knowledge, SCORE has acquired and maintained all necessary rights, licenses, permits, and authority to carry on its business operations in Corpus Christi, Texas, and will continue to use its best efforts to maintain all necessary rights, licenses, permits and authority. ~7 The funds herein granted shall be utilized ~ for the purposes of offsetting the cost of creati rig and mai ntai Wing the one ~ ~ ~ employment position at SCORE 's Cor u . .. . , P Chr~st~ fac~l~ty~lus the advertising budget. ,8 SORE shall continue its full-time business activities on its property `rn Corpus Christi, Texas, including maintaining its employment and investment requirements at all times throughout the term of this agreement. H:Le~Di~JgwslEco~evCOR~ Ilncentive 4A X71221 Page 4 of 1 ~ F/NFL . SERE shall complete the project required by this Agreement and shall provide and staf~the required employment positions, investment, and other economic development considerations described in thisAgreement. .~o S~I~E chaff timely and fully complywith all ofthe terms and conditions ofthis Agreement. . ~ ~ S~I~E shall notify ~orporat'ron in writing of substantial changes in ~ranagernent within seven ~7}days. Substantial changes r~ean changes in chairman ofthe hoard, President, . E.o, or area management. ,1 ~ SORE has received a copy of the Texas Development corporation Act of ~ ~9, Art. 190.x, llernon'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, ~ ~ ff an audit determines that the funds were not used for herein authorized purposes, S~I~E agrees to reir~burse corporation forthe sums of money spent for purposes not authorized by law within 0 days written notice requesting rein~bursernent. . ~ ~4 There are no bankruptcy proceedings currently pending concerning SERE, nor are any such proceedings contemplated lay ARE, as of the date of execution of this Agreement by SoIE. .1~ SoRE 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 f=acility, on the grounds of race, religion, national origin} marital status, sex, age, disability, or in any manner prohibited bythe laws of the United States orthe State of Texas. . ~ SCORE agrees to provide information, reports, or statements respecting its business operations and financial condition as Corporation may reasonably request from tune to time. 4.~ All representations, warranties, covenants and agreements of the parties, as vuell as any rights and benefits of the parties pertaining to the transaction contemplated hereby, shall survive the original execution date of this agreement. 11. UPENSI~IVITERNffNATIONS 5.~ Corporation, under the follouving circumstances, and at its sole discretion, may suspend its obligations under this agreement or terminate this agreement and recapture from SCORE any of the money grants or consideration paid by Corporation to SCORE, without liability to SCORE, upon any one of the fof lowing events, which are an act of default. F~;LegDirl~wslEcoDevCORE 1lncentive 4A ~7122~ Page of ~ 5 I~ .~ The appointment of a re . celver of pRE, or of all or an substantial ' property, and the failure of Y part of ~# such receiver to be discharged within sixt thereafter. Y ~~~~ daYs .~ The adjudication of ARE as bankru , pt . The filing by ARE of a etition or an p answer seeking bankrupts ,receivers i reorganisation, yr admittin the . , y ~ ~, g material allegations of a pet~t~on filed a ains i ' bankruptcy ar reor anization g # # !n any g proceeding. v~. ~~~~u ~T ~.~ Events of Default. should ARE fail ' to timely, fully and corr~pletel com l wi one ar mare of the re uirernents o ]~ ~ y th any q bl~gat~ons, dutre, terms, conditions or ' agreement such failure shall ~be warranties of #h~s an act of default by ARE and, if not full a cured and corrected within si t y nd completely xty ~~g}days after wr+tten nonce to do sa terminate this a , orporat~on nay greement and pursue all legal remedies as rovided however that ~ . ' p by law, prQV~ded RE ~ l~ab~li#y underth~s a regiment s ' . g hail be l+~n~ted to the reca Lure frorr~ RE any of the r~oney grants or conside ~ rat~or~ paid by corpora#ion to ~~RE under ' agreement. corporation shall not be li this able to ARE far any axle ed conse ' damages. Additior~all th g quent~al y, a follov~r~ng events shall constitute a defy ' ult of this Agreement; .~ The orparation or pity determines that a ' ny representation or warranty an behalf of ~~E contained in this Agreement or in an ' yfinanc~al statement, cert~fcate re o orap~n~on submitted to the v era i ~ p ~, rp t on an connection with this A regiment incorrect or misleadin in a g as g ny rr~ater~al respect when made; .~ Any judgment is assessed a ainst SCAR g E or any attachment or other lev a a' the property of ARE with res ec Y g ~nst p t to a clam ren~a,ns unpaid, undischar ed dasm~sed far a period of 0 da s. g , or not Y . if taxes an the Facility became Jelin uent a q nd ARE fads to t~~nely and ro girl fallowthe legal procedures for retest or p p y p contest, .4 ~~RE changes the general character of ' business as conducted of the date this Agreement is approved by the for oration. p ~.2 In the event of unforeseeable third a ' , p rt delays ~n the perforr~ance of this A ree ar force n~a~eure and upon a reasonable sh g meat ow+ng by ~~RE tha# it has immediatel an ' goad faith commenced and is dill en ~ ]~ d ~n g tly and continuously pursuin the correc ' abater~ent of such Bela ton, removal or ys by using its best efforts, a oration ma such Bela ~ y consent to and excuse y, which consent and excuse shat! not be unrea . OR sonably withheld. Failure b E to use its best efforts as re utred in this Y q paragraph shall bean cot of default. For n~a~eure means severe vueather such as tornadoes or ce flooding, nar~ed starn~s or hurricane vtirars, rots, and the unavailability of necessa and esse ' s' rY nt+al equipment and supplies from all sourceF ~.~ Any delay for any amount aftin~e b for ' ' . Y porat~on an prov~d~ng natNCe of default to ~~E shall ~n no event be deemed ar con . statute a waver of such default b Co ore ' its rights and remedies available under ' Y rp ton of than agreement, ar ire lava or a uit , H:l.egDirJgw~lEcoDev~CaRE l~ncentive 4A ~~122 1 Page G of ~5 t'/N ~ L F ~.4 Any ~raiver granted by Corporation to CARE 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 ~ v~ra'rver of any other existing orfuture breach of a covenant or condition, or act of default by SORE or of a subsequent breach of the same covenantor candition or act of default of the same act or event by SORE. ~.~ No ~raiver of any covenant or candition, vrthe breach of any covenant or candition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant yr candition or any other covenant or condition ofthis Agreement. ~.B Any v~raiver or indulgence of C~RE's default may not be considered an esto el ~~ against the Corporation. ~.7 Results of Uncured Default. After exhausting goad faith attempts to address an . y default durang the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of CARE, as determined by the Board of Directors of the Corporation, the folloing actions must betaken for anydefaultthat rer~ain uncured after the Cure Period: . ~ CARE shalt pay Corporation reasonable attorney fees and casts of court to collect amounts due to Corporation. .~ The Corporation shall have no furtherobligations to CARE under this Agreement. . Neither the City nor the Corporation maybe held liable far any consequential damages. .4 The Corporation may pursue all remedies available under lauv, ~.8 SORE shall give Corporation Britten notice of any act of default by Corporation known to CORE, and Corporation shall have thirky {a}days after receipt of the notice to cure the default. Failure by Corporation to timely and fully cure the act of default shall ermit p SORE tv pursue +t legal remedies as provided ~n this agreement. Vii. ~RP~RATI~N~ LIABILITY LI~IITATI~NB 7.~ Payrner~ts: SORE specifically agrees that Corporation shall only be liable to CARE for the actual amount of the money grants to be conveyed to CARE and shall not be liable to CDRE forany 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 is further specifically agreed that Corporation shall only be required to pa the ]~ grant amounts safely out of its sales tax revenue currently collected, allocated and budgeted and to be allocated, budgeted and collected for CARE during the term of this agreement. Payment by Corporation is strictly lir~ited to those funds so allocated, budgeted and collected solely during the grant term of this agreement, being January ~ , ~aa8, through July 1, ~OD~, Corporation shall use its best efforts to anticipate economic conditions and to bud et ., g accordingly. Haever, ~t ~s further understood end agreed that, should the actual total sales tax revenue collected far any one veer be less than the fatal amount of grants to be paid to all contracting parties Frith Corporation for that year, then in that event, all contracting parties shall receive onlytheir pro rata share of the available sales tax revenue forthat year, less H.LegDirlgwl~coDevc~RE Ilncentive 4A 0712~~ Pag e ~ of ~ ~~~~~ ~orporatian's customary and usual costs and expenses, ~~ compared to each cor-tractin parties grant amount for that year, and orporatNOn shall not be I~able to SORE for any such deficiency at that tune or at anytime in the future. In this event, corporation gill rovide . p all supporting documentatNOn, a requested. Payments to be made to CARE shall also require a uvritten request from SORE to be accompanied by ail necessary supportin g documentation. Corporation shall have thirt 0 days to make pa ment after y receipt of such payment request. The payment request should be directed to the address provided for Corporation belav~, Illfi. ~EF~N1T1~~1 As used in this agreement, the follouving ovoids or phrases shall have the follo~ring meanings: 8.1 ityof Corpus Christi or pity shall mean the governing municipal corporation, the area that i vuithin the city lir~its of the pity of corpus Christi, Texas. 8.Z compliance shall mean timely, fully and completely performing or meeting each and every requ'rrernent, obligation, duty, condition, or ~rarranty a stated in this agreement. Compliance shell mean complete compliance end shall not mean substantial compliance. Act of Default shall mean failure to timely end fully comply~vith one ormore requirements, obligations, duties, terms, conditions or ~rarranties, 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 v~rritin. ~.4 insolvent shell mean failure to timely paydebts in the ordina course of business or cannot pay debts as they become due, or is insolvent Within the meaning of the federal bankruptcy lave. 8. Force ajeure shall mean severe Breather such as tornadoes or flooding, named storms or hurricanes, gars, riots end the unavailability of necessary and essential equipment and supplies from ell sources, l~. GENERAL TERMS 9.~ Effective Date. The effective date of this Agreement ~"Effective Date"} i the latest date that either party executes this Agreement. Perforn~anc~ as set out herein. 9,~ Term. The term of this Agreement i seven months from the Effective Date utirith an option to rene~r far one year upon r~utual consent of both parties. Termination. This Agreement may be terminated by mutual agreement of the parties or by either parlor, 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, end liabilities of the parties under this Agreement, except all rights, duties, liabilities, and obligations accrued priorto suoh termination shell survive termination. 9.4 Compliance vuith L.a~rs. This Agreement is subject to all legal requirements in the City Charlerand Code of ~rdinarrces of the pity of Corpus Christi and ell other applicable county, state, and federal lags. CARE shall observe and obey all applicable lavers, ordinances, H:LegDirJ~ws~~~oDevCD~E 1lrtcentive 4A 07~~~1 gage 8 of 1 ~N~o~ regulations, and rules of the Federal, State, County and City governments, as nay be arr~ended ar enacted. This Agreement shall be governed by and construed in accordance vwrith the lags and court decisions of the Mate of Texas. 9~~ Assignment. This Agreement shall be binding upon the parties hereto and their successors and assigns. Ha~rever, SCARE rY,ay not assign all ar any part of its rights, privileges, or duties under this Agreement v~ithaut the prior ~rritten approval of the Corporation and City. Any attempted assignment v~ithout approval is void, and constitutes a breach of this Agreement, 9. G lndernni~y. s~RE covenanf #a fury indemnify, save, and hold harmless fhe orporafion, The ify, Their respecfive a~icers, e~rplvyees, and agenfs ("~ndemni~ees' . .. ~ agafnf all lrab~lrfy, damage, loss, clainrs~ demands, and actions ofany kind on accounf of personal injuries including, wifhouf liifirrg The foregoing, workers' con~pensafion and dea fh c#airn}, or~ pra~er~y l~s~ ar damage of airy kin~f, which arise o~r~ of or are r'rr any mariner conneefed wifh, ar are claimed fo arise ouf of or be ~n any manner connected with sCO~~ aefivifies conducted under or incldenfal ~o This ~4greernen~, including airy injury, loss or damage caused by The sole ar confriufory negligence of airy or alb of The lnden~nifees. ~#~~ must, of ifs own expense, invesfigafe all Those claims anal' demands, offend fo Their Jeff%~nerrf ar af#rer a~ipoifiarr, ai'eferrd a1f aoflarr based on Those claims and demands with counsel safisfac~ory #o ~ndernnifees, and pay all charges of af~arneys and al# other costs and expenses ofany kind arising from The lia~ilify~ damage, %~, claims, demands, or actions. ~.7 Buy Local Provision. SCARE agrees to use its best efforts to give preference and priority to local manufacturers, suppliers, contractors, and lobar, except vuhere not reasonably possible to do sa ~vithaut added expense, substantial inconvenience, ar sacrifice in operating efficiency. Far the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons v`rho reside in or maintain an office Within a ~-rnile radius of Nuece County. ~.8 Notices. a. Any required uvritten notices shall be sent mailed, cerkifed mail, postage prepaid, addressed as follows: SCARE Chapter 22~: SORE clo Ben F. ~IcDanald 8648 Leopard St., Suite 4~ ~ Carpus Christi, Texas 78488 Corparatian: City of Carpus Christi Business and Jab Development Corporation Attn: Executive Director ~~D~ Leopard Street Carpus Christi, Texas lS4a~l H:~eg~irlgwsl~coDevCORE l~n~~ntive 4A ~?1221 Page 9 of 1 F~rA b. A copy of all notices and correspondence must be sent to the City at the following address: City of Corpus Christi Attn.: Gity Manager ~.~. Box 97~ Corpus Christi, Texas 7~4~9-917 c. Notice is effective upon deposit in the United Btates mail in the manner provided above. 9. Incorporation of other documents. a. The Corpus Christi Business & Job Development Corporation Guidelines & Criteria for Granting Business Incentives ~"Corporation Guidelines"}, adopted September 18, Zg07, ore incorporated into this Agreement. b. SCORE application submitted to the Corporation for business incentives ~"Application"} is incorporated into this Agreement. c. lfthere is any conflict in the terms of these documents, the following order controls: ~'r}This Agreement, iii}Corporation Guidelines, {iii} Application. 9,~~ Amendments or Modifications. Na amendments or modifications to this Agreement maybe made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. ~.~ ~ Relationship of Parties. In performing this Agreement, both the Corporation and SCORE will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 9.~Z Captions. The captions in this Agreement ere far convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms end provisions of this Agreement. 9.~ ~ everability. .~ 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 circur~stance is, to any extent, Feld illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of thisAgreement, orthe application of the term or provision to persons or eireurnstance otherthan those as to which it i held illegal, invalid, or unenforeeeble, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full farce and effectfor its purpose. H:LegDirlgwslEcaDev~ORE Ilncer~tive 4A ~~1 ~2~ Page 10 of 15 F~ .~ To the extent that any clause or provision is held ille al, invalid or unenfor ceable under present or future law effective during the term of this ~ reement then . g the rerr~a~nder of this Agreement is not affected by the law, and in lieu of an ille al invali ~ 9 ' d, or unenforceable clause or provi'ror~, a clause or rovision as similar in . p terms to the ~ilegal, invalid, or unenforceable clause or provision as rna be ossible y p and be legal, valid, and enforceable, will be added to this A reement auton~aticall . ~ y 9.14 Venue, Venue for any legal action related to this A reement i in N ~ uece bounty, Texas. SCARE consents to, and v~raives any objections to in ersonum 'uri ' p ~ sdict+on an Nueces County, Texas. This agreement and the relationshi between Co or ' p rp anon and SCARE shall be governed and interpreted under the laws of the Mate of Te ' xis without regard tv any conflict of laws or provisions. 9.~~ Sole Agreement. This Agreement constitutes the sole a reement betwe . en the Corporation and SCARE. Any prior agreements, pror~ise, ne otiations or r ' g epresentat+ons, 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 amen ' ded without a written agreement of the parties. 9.~~ Counterparts. This Agreement maybe executed in an number of counte y rparts, each of which shall be deemed an vrag~nal and constitute one and the same instrum ent. 9.17 Representation. Corporation represents that no Cor oration board mem P berar ernpfoyee, City of Corpus Chr~st~ officer or er~ployee, has been or gill be corn ensa ' p ted ~n any manner with respect to directly or indirectly bringing the parties hereto to ether a ream . . g g ent negot~at~ons, or the entering into of this Agreement. In no event will SCARE a a fee . p y too r ~n any rnannercampensateany Corporation board memberorernp~oyee, Cit of Cor u Chris i ~ Y p t officer or employee, Nn connection with the acceptance of this A reement. g A breach of this provision ~~ 0. ~ 7} shall result in automatic and immediate termination of this Agreement, and shall bean act ofdefault by SCARE. 9,~8 ether Contracts. It is understood by SCARE that Cor oration has heretofor p e entered, and may hereafter enter, into contracts with other companies or erson u on term . , p p sand Condit+on different from the terms and conditions of this A reement and SCARE g ~ has no standing to object whatsoever to any such contracts or require an modifications or Y changes to its Agreement due to such ether agreements. 9.19 Corporation, its officers and employees, and its a ents or contractors re ai g t ned to perform economic development services for Corporation, shall treat as confden is t I the financial statements of SCARE and shalt not release such information to the ' public, unless required by law or court order. Corporation shall imrnediatel notif SCARE of re ]~ Y quests or court orders to release such information. 9.~0 All representations, warranties, covenants and agreements of the artier . , , p , as yell s any rights and benefits of the porkies perta~n~ng to the transaction cvnterrr fated here . , p by, shall survive the ong~nal execution date of this agreement. 9~~1 Renewal, This Agreement maybe renewed for an additional one ear ter y m upon mutual agreement of the parties hereto. H.LegDirlgwsl~coDevCO~E JJn~enfive 4A O~T22~ Page 1 ~ of 15 ~N -~~- EXECUTED on the date hovun opposite the signature of each part. corpus Ch 'ti Business J~~ Development ~orporativr~ By: EI a~a , chairperson Date: .~ .~ Attest By: Armando Chapa, Assi nt Secretary ~Y u~~~~ r ~. ~ ~ H:LegDirlgsl~coDevsC~RE Ilncentive 4A ~~1 ~~~ Page 1~ o~ ~5 SCONE ha~ter2~~ By: .~ aston West, President Date: ~d ~ Attest: ~y: Title: Federal Tai ID I~~,; orpara#e deal: The State of Texas§ County of Nueces§ on this day v rye to be the person ~rhae name ~s ubscnbed to the faregaNn instrument and acknoled ed to me ~ that he executed the same ~r~ the capacity stated a the aet of SCARE, far the ur oes . . ~ p and cons~deretron expressed ~n the instrument. ' r Before rr~e, ~ll~ ~.5' I Nota 's name ~ ry }, personally appeared astan lest, President, BORE chapter ~2~ , ~cnou~n t liven under my hand and sea! of mice this the da o Y , ~a ~tiflr +~rri+ ~~~~Lr~4~'^ I~f~tifll' ^ + N~l~~y ~~~~IC, l~l~ U! I~A~~ otary Puhlio, State of Texas H:LegDirlgwslE~aDevCOR~ Jlnce~#ive 4A ~a~ ~~~ Page ~ ~ of ~ ~NR~ HE~l1LE HEDUf_E A of~E ' ~ofVf]fTlofV SCORE ' TIME of CoRI~oRA~TfofV's PI~ECEDEhfT AfVD PERFORMAfVCE PEf~FORfI~~AfVCE PERFORMAfVE REC~UIREf~lENTS RE~~lfREMEf~T Ernployn~ent of an e~Cecutive January ~ through July 31, ~9, ~ ~~ payable within 0 assistantlcoordinator on ~ 2008 days of invoicing for ' basis ~ of at expenses under this least 1,04o hours per years to agreef~ent. assist the SORE volunteers to provide assistance to small busi Wessel end persons and entities desiring to begin and operate small business in corpus Christi by mentoring clients, conducing workshops, advising clients as fo business plans, pro formal, form of business entity, financial implications, and all other aspects of small business operations; and conduct a limited advertising campaign to publicize the assistance program to small businesses. Cf~Ef]l~l_E B SCORE 's PERFORMANCE I SCORE 's TIME 4F PERFORMANCE REQUIREMENTS Providing 944 hours of general and technical Beginning January 1, X908 and continuing services to srr~all businesses through until July ~ , BOOB. volunteer counselors. H:I~egDirlgwlEcaDevsCDRE Ilncentive 4A 071 ~~1 Page ~ 4 of 1 ~ ~ ~ HE~U~E oRE's PERFORMANCE o~E's TIME of PERFORMANCE REQUIREMENT create and maintain no# le than one January 15, 2008 contact e~eCUtIVe altantlcoordinator position uvith an average annual salary of ~~,ooo. M;LegDirlguvslEcoD~vSCORE lince~tive 4A ~~~ 221 Pag e ~ 5 of ~ Score Carpus Christi Chapter ~~ 1 349 Leopard St. Suite 411 Carpus Christi, Texas 7405 January ~, ~O~S City of Corpus Christi business and Job Development Carparation Attn: Executive Director 1 ~~ 1 Leopard Street Corpus Christi, Texas ~"84~ 1 At its regular monthly member meeting held on January 9, ~~DS a members of Carpus Christi Score chapter ~~ ~ acting in its capacity as the chapter's board approved the grant agreement between the Corpus Christi business and Jab De~veiapment Carporatian and scare chapter 2~~ identified by Res. ~~75~ authorized by the Corpus Christi City Council at its meeting an December ~ t, 2aa7. Score chapter 2~ 1 chairman, astan west was autharized to sign the agreement representing the Snore Chapter. Signed: Kathy Caker Score Chapter 221 Secretary