HomeMy WebLinkAboutC2007-474 - 12/11/2007 - ApprovedAREEI~ENT To GRAFT BUSINESS INCENTIVES To
VI~~R~~URCE
FoR THE RETENTION of JABS
This Agreement to Grant Business incentives far the Retention of Jobs ~"Agreement"} i
entered into by and between the Carpus Christi Business and Job Developr~ent Corporation
~"Corporation"~, a Texas nonprofit corporation organized under II.A.C.S. Art. 5~ 9g., Sec ~A,
with mailing address of 120 Leopard Street Carpus Christi, Texas, 7840 ,and Coastal
Bend v~lorkforce Development Board, ~"w~R~C~URCE"}, a local Ill~orkforce board, with
principal place of business at Ogg IUlann Street, Suite 1 oog, Corpus Christi, Texas 7481.
~. BACI~~OUND
'I.1 Purpose of Agreement Corporation is a tax~supported nonprofit corporation, whose
primary incor~e is from sales tax collected within the City of corpus Christi and dedicated
exclusively to econor~ic development. This sales tax supporting Corporation is authorized as
a Iocal option under Texas Revised Civil Statutes} Art. 51 go., Sec 4A~ Corporation exists
far 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 requirernentto be implemented by means of this
agreement are generally described as follows:
Providing employer outreach activities to support the Internship Project proposed by Texas
ABM University Corpus Christi and Del IViar College, beginning with the Spring Semester of
BOOB, continuing through the Fall Semester of X008, and concluding with the Spring
Semester of X009, with na activity for the Summer Semester of BOOB. The two interns funded
under this Agreement and employed by vV~RKS~URCE will work with the vVORI~S~URCE
Easiness Services Team to research and contact small businesses that may benef it f rpm the
internship program. The goal of the internship program is to contact 1 Oo small business
employers to participate in the l~niverity and College internship programs. The interns will
refer the small business employers to the University and College. The interns gill work
twenty ~~~} hours per week far twelve ~1~}weeks during each semester. ~R~C~URCE
will provide funding far the interns compensation above the funds granted by this Agreement
and gill provide administrative oversight, direct supervision, and workplace resources far the
interns. vV~RKSOURCE agrees that it shall create and rr~aintain not less than two intern ~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.~0 per hour, plus
personnel costs during the Spring Semesters of X008 and an hourly wage of ~ .1 ~
per hour plus personnel posts during the Fall Semesterof Sao and the Spring Semester of
X009. The pertorr~ance requirements shall be continuously maintained during the entire term
of this agreement.
N~vV, THEREFORE, inconsideration of the premises and of the mutual covenants,
warranties, and agreements of the parties, it i agreed as follows:
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II. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS
.1 BY TIME oRPU H~iTI BUSINESS AND Job DEVELOPI~IENT DoRPORATION
.1 IUlone corporation will convey by grant to Uv~~K~URE ~ total
of Twenty-two Thousand seven Hundred Forty Dollars ~$~~,~40.00}, asset forth in
Schedule A, subject to the performance requirements of vV~RI~CS~URE and the
conditions precedent set forth in schedule A.
Failure by corporation to timely and fully comply with any performance requirement
shall bean act ofdefault by Dorporation giving I~v~RI~S~URE, 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 1lll, paragraph 7.~, hereof,
HEDULE A
VI~oRI~SOLlRE' 11~IORI~SOUI~E' TIAIIE of oRPOF~AATION's
oN~ITIONS PRECEDENT PERFORMANDE PERFORI~IANE
AND PERFO#~I~ANE RECUIREI~ENTS
REC~UIREI~IENT
Employment of two interns ,~anuary ~ ~ through I~ay 1 ~, An amount not to exceed
for ~0 hours per week end 12 ~go8 l,o~~ payable in monthly
weeks per semester during installments based upon
the Spring Semester of 200, invoices received from
with a goal of contacting ~ Do Uv~R~(~UR~E
sr~all business employers to
participate in the internship
program, referring smell
business employers to Texas
AM University-corpus
Christi end Del Il~ar college,
provid ing follow-upon
contacts, with
Uv~RKOURCE providing
administrative oversight,
direct supervision, and
workplace resources for the
interns.
Employment of two interns August ~ ~ through December An amount not to exceed
for ~o hours per week end 1 ~ ~ , ooh 7,8o payable in monthly
weeks per semester during installments based upon
the Fall semester of DOS, invoices received from
with a goal of contacting 'l o0 1N~R~CoU RCE
small business employers to
participate in the internship
program, referring smell
business ens Io ers to Texas
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A University-Corpus --
Christiand Del Isar Dollee,
providing follow~up on
contacts, with
UV~RKURCE providing
administrative oversight,
direct supervision, and
workplace resources for tie
interns.
1=mplvyrnent of two interns January ~ ~ through~May ~ ~, An amount not to exceed
for 20 hours per week and ~ ~ 2009 X7,800 payable in monthly
weeks per emesterduring installments based upon
the Bering Semester of 2009, invoices received from
with a goal of contacting 100 I~RI~S~URCE
small business employers to
participate in the internship
program, referring small
business employers to Texas
A&M University Corpus
Christi and Del Mar College,
providing follow-upon
contacts, with
w~RI~URCE providing
administrative oversight,
direct supervision, and
workplace resources for the
interns.
~r ~~ w~~~~~~E
.1 Investment-Facility; w~RK~URE is not required to make a capital
investment, however vVORKS~URE shall perform the performance requirements s
set forth in Schedule B.
Failure ~yw~R1~~URCE to timely and fully comply and to continue to comply with
any performance requirerr~ent of this agreer~ent shall be n act of default.
SCHEDULE B
I~V~RKS~URE's PERF~RI-~N~E IN~RKS~URE's ~IIVIE ~F
REC~~lIREI~ENT PERF~I~AIVCE
Providing administrative oversight at the Beginning January 15, 2008 and continuing
Board and field staff level; direct supervision during the Spring and Fail Seriesters of 2008
at the field staff level; and workplace and the Spring Semester of 2009,
resources, corr~puter, telephones, and the
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administrative costs to process the pay of the
two interns in the small business employer
outreach campaign.
. Ern~loyment:
1ORKSOURE shall comply with the employment requirements set forth in Schedule
.
Failure by w~RKOURE to timely and fully comply and to continue to comply with
any performance requirement of this agreement shall be an act of default.
S~HEDUI~E
INOR#~EOURE' PERFORMANCE 1~VORKSOURE' TIME of
REQUIREMENTS PERFORMANCE
create and maintain not lessthan two intern January 15 through play 1, og8
~~} employment positions to assist in the
small business employer intern program for
its facility in corpus Christi, Nueces bounty,
Texas, with an hourly wage of ~ ~ .~o per
hear, plus personnel costs during the Spring
Semester of X008.
create and maintain net less than two intern August ~ through December ~ ~, X008 and
~~ en~ploymen# positions to assist in the January 15 through May ~ ~, X000
small business employer intern prograr~ for
its facility in corpus Christi, Nuees bounty,
Texas, v~rith an hourly wage of ~ 8.1 ~ per
hour plus personnel costs during the Fall
err~ester of X008 and the Spring Semester
of 2009.
111. REPORTING AND MONITORING
3~~ Report and Moni~orir~g~ ~RKOURE agrees to the following reporting and
monitoring provisions, and failure to fully and tir~ely comply with any one requirement shall
constitute an act of default.
. ~ w~R~C~UR~ shall provide 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,lORKSOUR~E err~ployer quarterly
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Reports, ar employee rosters that show the hours worked and the positions filled, and
such other reports as may reasonably be required.
1~Rl~~URCE, during normal working hours, at its Corpus Christi, Texas,
facilit ,shall allow Cor oration and its deli nee, Cor us Christi Re Tonal Economic
y p g ~ g
Development Corporation, reasonable access to w~RK~URCE'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,
lawfully issued subpoena, or at the direction of the office of the Te~cas Attorney
general,
Iv. CovENANT, VIIARRANTIE, oB~IATION AND DIJTIE
4.~ woRK~URCE 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 heroin orfailure to timely and fully perform as
required in this agreement shall bean act of default byw~Rl~OURCE. Failure to comply
vwrith any one covenantorwarranty shall constitute an act of default by~JIJ~RK~URCE.
.~ No litigation or governmental proceeding i pending or, to the knowledge of
~R~C~URCE orw~RKoURCE's officers, threatened against ar affecting
woRK~URCE that may result in any material adverse change in UVORKoURCE'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 execu#ion of this agreement or the transactions contemplated hereby.
.~ No certificate, statement or information provided by w~R~C~URCE 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, woR~oURCE has acquired and maintained all
necessary rights, licenses, permits, and authority to carryon its business operations in
Corpus Christi, Texas, and will continue to use its bust efforts to maintain all necessary
rights, licenses, permits and authority.
.4 The funds herein granted shell be utilized solely forthe purpose of offsetting the
cost of creating and maintaining the two ~~~ intern ernployrnent positions at
w~RI~oDRCE's Corpus Christi facility.
I~RKoURE shall continue its full-time business activities on its properky in
Corpus Christi, Texas, including maintaining its employment and investment
requirements at ail times throughout the term of this agreement,
. woRKOURCE 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.
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,7 1~R~~URCE shall timely and fully comply with all of the terms and conditions of
this Agreement.
~8 vVORKS~URCE shall notify Corporation in writing of substantial changes in
management within seven ~~}days. Substantial changes mean changes in Chairrr~an
of the Board, President, C.E.Q. or area management,
.~ Uv~R~CSOURCE has received a copy of the Texas ~evelopr~ent Corporation Act of
1 g~9, Art. 5 ~ gg.G, 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 Agreer~ent.
,'i ~ In the event it is determined by Corporation ar City of Corpus Christi that funds
provided under this Agreement were not used in accordance with State haw, then
UvoRS~URCE agrees to repay such funds to the Corporation within o days of
written notice requesting reirr~bursernent.
.11 If an audit determines that the funds were not used for authorized purposes ,
Vv~R~CS~URCE agrees to reimburse corporation for the sums of money spent for
purposes not authorized bylaw within o days written notice requesting
reimbursement.
.1 ~ There are no bankruptcy proceedings currently pending concerning
Vv~RKS~URCE, nor are any such .proceedings contemplated by IIVORKS~URCE, as
of the date of execution of this Agreement by IOR~CS~URCE.
.1 IIVOR~CSOURCE will not discriminate nor permit discrimination against any person
or group of persons, with regard to employment and the provision of services at, on, or
in the Facility, on the grounds of race, religion, national origin, marital status, sex, age,
disability, or in any manner prohibited by the laws of the United States or the State of
Texas.
. ~ 4 woRkC~URE agrees to provide information, reports, or statements respecting
its business operations and financial condition as Corporation may reasonably request
from time to times
~4.~ 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. SUPENIONSITER~I~NAT~oN
~.~ Corporation, under the following circumstances, end at its sole discretion, may suspend
its obligations under this agreement or terminate this agreement, without liability to
vVORI~SURCE, upon any one of the following events, which are an act of default.
. ~ The appointrr~ent of a receiver of woR~CSOURCE, or of all or any substantial part
of its property, and the failure of such receiver to be discharged within sixty ~D}days
thereafter.
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.~ The adjudication of woRl~OURE as bankrupt.
. The filing by wRI~~~JRE of ~ petition or an answer seeking bankruptcy,
receivership, reorganization, or admitting the material allegations of a petition filed
against it in any banlcruptcyor reorganization proceeding.
111. DEFAULT
G.~ Even# of Default. should I~RKUR~E fail to timely, fully and completely comply
v~rith any one or more of the requirements, obligations, duties, terms, conditions orwarrantie
of this agreement such failure shall be an act of default by w~RI~~URE and, if not fully
and completely cured and corrected within sixty {Gg}days after written notice to do so,
corporation may terminate this agreement end pursue all legal remedies a provided by law,
provided however that vII~RK~URE's liability underthis agreement shell be limited tothe
termination of ell further obligations on behalf of orporetion underthis agreerr~ent.
corporation shall not be liable to vlloRK~URE for any alleged consequential damages.
Additionally, the fallowing events shall constitute a default of this Agreement:
.~ The corporation or pity determines that any representation or warranty on behalf of
vV~RI~~URE contained in this Agreement or in any financial statement, certificate,
report, or opinion submitked to the corporation in connection with this Agreementwas
incorrect or misleading in any material respect when made;
.~ Any judgment is assessed against UvORK~URE or any attachment or other levy
against the property of vIIORK~URE with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of o days.
. If taxes on the Facility become delinquent, and 1Rl~oURE fails to timely and
properly follow the legal procedures for protest or contest.
.4 1OR~C~URE changes the general character of business a conducted of the
date this Agreement is approved by the corporation.
. Foreclosure or sale of the Facility.
G.2 Any delay for any amount of time by corporation in providing notice of default to
IIV~RI~CUR~E shall in no event be deemed or constitute a waiver of such default by
corporation of its rights and remedies available under this agreement, or in law or equity.
fi.4 Any waiver granted by corporation to woR~C~URE of any covenant or condition,
the breach of any covenant or condition of this Agreement, or of an act of default shall not be
deer~ed or constitute a waiver of any other existing or future breach of a covenant or
condition, or act of default by w~RI~~URE or of a subsequent breach of the same
covenant or condition or act of default of the same eat or event by woRK~URE~
fi.~ 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.
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6.6 Anyvuaiverorindulgence of vV~RK~~JRCE's default may not be considered an
estoppel against the Corporation.
B.T 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 woRK~URCE, as deterr~ined by the Board of
Directors of the Corporation, the following actions must be taken for any default that rer~ains
uncured after the Cure Period:
~ 1~Rl~~URCE shall pay Corporation reasonable attorney fees and costs of courk
to collect amounts dueto Corporation.
.~ The Corporation shall have no further obligations to VUORK~URCE under this
Agreement.
.~ Neither the City northe Corporation maybe held liable forany consequential
darnages.
.4 The Corporation mad pursue ell remedies available under law.
wRK~URCE shall give Corporation written notice of any act of default by
Corporation, end 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
UV~I~KOURCE to pursue its legal remedies a provided in this agreement.
1111. oRPORATION' LIABILITY LIIVIITAT1oN
~.~ Payrrrents: vU~RI~oURCE specifically agrees that Corporation shall only be liable
to I~RI~(~U~CE for the actual amount of the money grants to be conveyed to
w~RKoURCE and shall not be liable to UvoRKoUCE for any other actual or
consequential damages, direct or indirect, interest, attorney foes, 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 1N~RK~URCE during the term of this agreement, Payment by Corporation is
strictly limited to thane funds so allocated, budgeted and collected solely during the grant
term of this agreement, being January ~ , X008, through June ~ , X009. Corporation shall use
its best efforts to anticipate economic conditions and to budget accordingly. However, it i
further understood and agreed that, should the actual total solos tax revenue collected for
any one year be loss then the total amount of grants to be paid to all contracting parties with
Corporation far that year, then in that event, all contracting porkies shall receive only their pro
rata share of the available sales tax revenue for that year, less Corporation's cutornary and
usual costs and expenses, as corepared to each contracting parties' Brent amount for that
year, and Corporation shall not be liable to wo~K~URCE for any such deficiency at that
tjme or at any time in the future, In this event, Corporation will provide all supporting
documentation, as requested. Payments to be made to w~~~B~URCE shall also require a
written request from woRK~URCE tv be accompanied by all necessary supporting
documentation. Corporation shall have thirty {~~}_ days to make payment after receipt of
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such payment request. Tl~e payment request should be directed to the address provided for
Corporation beJovrr.
VIII. D~FII~ITION
As used in this agreement, the follo~ring ~rords or phrases shall have the follov~ring meanings:
8.~ City of Dorpus Christi or City shall mean the governing municipal corporation, the area
that is v~rithin the city limits of the City of Corpus Christi, Texas,
8.~ Compliance shell rrrean timely, fully and completely perforr~ing or meeting each and
Query requirement, obligation, duty, condition, or Warranty as stated in this agreement.
Compliance shall mean complete compliance and shall not Crean substantial compliance.
8. Act of Default shall mean failure to timely and fully car~ply ~ulth one or more
requirements, obligations, duties, terms, conditions or vuarranties} as stated in this
agreement. Corporation nay, in its sole discretion, accept substantial compliance in lieu of
full compliance by uvaiving such act of default solely by an instrument in ~rriting.
~.4 Insolvent shall mean failure to timely pay debts in the ordinary course of business or
cannot pay debts a they become due, or is Insolvent Within the meaning of the federal
bankruptcy lave.
8.5 Force IUlajeure shall mean severe Feather such as tornadoes or flooding, gars, riots
and the unavailability of necessary and essential equipment and supplies from all sources.
I~. ~NERAL TERMS
.~ Effective Date, The effective date of this Agreement ~"Effective Date"} is the latest
date that either parley executes this Agreement.
~.~ Term, The term of this Agreement is eighteen months from the Effective Date.
Terminations This Agreement may be terminated by mutual agreement of the parties
or by either party, open the failure of the other party to fulfill an obligation s set forth herein.
The termination of this Agreement shall extinguish ell rights, duties, obligations, and liabilities
of the parties under this Agreement, except all rights, duties, liabilities, and obligations
accrued prior to such termination shall survive termination.
9.4 Compliance v~rith Lavus, This Agreement i subject to all legal requirements in the City
Charter and bode of ordinances of the City ofCorpu Christi and all otherappllcable county,
state, end federal lags. ~voRK~URCE shall observe and obey all applicable lavers,
ordinances, regulations, and rules of the Federal, state, County and City governments, as
may be annended or enacted. This Agreement shall be governed by and construed in
accordance v~rith the lags and court decisions of the state of Texas.
~,5 Assignment, This Agreement shall be binding upon the parties hereto and their
successors and assigns, Hevrraver, I~v~Rl~~URCE may net assign all or any part of its
rights, privileges, or duties under this Agreement ~vithout the prior Britten approval of the
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corporation and pity. Any attempted assignment without approval is void, and constitutes ~
breach of this Agreement.
9.~ lndernni~y. To the ex~en~ pern~it#ed by lain, WORf~~R~ wi#! #na~e~nr~~fy, gave,
and hold harm#ess the orpora~ion, fhe ~~r, their respect#v~ off~cer~, er~~#~y~e, ar~~f
a~enfs ~"#r~d~r~r~i~~e'} aain# af# #ia~b#l#ty, damage, #os, ~l~ir~, demand, rrd
act#or~ of~rry klnal ~r~ a~c~u~~ o~~eror~a1 irrjurie {irrcludin~, wi#f~o~f #fr#~lr~g the
fareoing~, workers' campena##on and ~fea~f~ Ala#m}~ or property #os or dar~ae o~
any lrr'nd, which ar#e out of or are ire and r~arrr~er ~or~r~e~eaf w##h, or are c#ar'rned #o
arise ouf of or he in any manner connected w#~h VIIOR#CO[114~ act#vi~ies cor~du~~ed
under or incr'den~al ~o fhis Agreeen#, r'r~clud#r~~ a-~y injury, doss or afarnae caused by
the sole or conlribu~ory net##ence of ar~y or al! of ff~e lrrdernr~#lees. W~R#C~[114E
n?usf, a# ## ouvn expense, #~rves~#gafe a## ~i~ose ~#eirns arraf dernar~d, af~er~a~ #o ~#rerr
sei~#ernerrf or o#her a~r'sp~sl~#an, deferral i# ac#ion baea~ orr ~#rose c#ai~n ar~d de-narr~fs
w~~h counse# sa#fsfac~ory to Indernnr'fees, and pay a## charges of a#torneys and all ofher
cons and expenses of arry kind ar#s#n from ##re I#ah##ity, da#na~e, less, c#a#rn,
degrands, ar ac~ior~s.
9.T Buy Local Provision, w~RK~URE agrees to use its best efforks to give preference
and priorit~to Ivcal manufacturers, suppliers, contractors, and labor, except where not
reasonably passible to do so without added expense, substantial inconvenience, or sacrifice
in operating efficiency. For the purposes of this section, the tern "local" as used to describe
manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who
reside in or maintain an office within a O~mile radius of Nueces bounty.
~.8 Notices.
a. Any required written notices shall be sent mailed, certified mail, postage prepaid,
addressed as follows:
coastal Bend Workforce Development Board:
Vl~orkBource of the coastal Bend
clo Larry Demieville
Director of Business Development
Ogg Mann Street, Buite ~ DgQ
corpus Christi, Texas 7840
corporation:
pity of corpus Dhristi
Business and Job Deveiopment corporation
Attn: Executive Director
~ 0 ~ Leopard street
corpus Christi, Texas ~~401
b. A copy of all notices and correspondence must be sent to the pity at the following
address:
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pity of corpus Christi
Attn.: pity Manager
P.D. Box ~7~
Corpus Christi, Te~cas ~84~~-9~7~
c. Netice is effective upon deposit in the United states mail in the manner provided
a beve .
. Incorporation of ether dvcurnent.
a. The Corpus Christi Business Job Development Corporation guidelines ~ criteria
far granting Business incentives ~"Corparat'ron Guidelines"}, adapted epternber ~ 8,
2aa7, are incarparated into this Agreement.
b. ~U~R~t~UC~ applicatian submitted to the Corporation far business incentives
~"'Application"} is incarparated into this Agreement,
c. If there is any conflict in the terms of these documents, the follo~ring order controls:
{i}This Agreement, iii} orporatian guidelines, {iii} Application.
g.~0 Amendments or Modifications. Na amendments ar rnodificatior~ to this Agreement
may be made, nor any provision v~aived, unless in writing signed by a person duly authorised
to sign agreements on behalf of each party
9.1 ~ Relationship of Parties. In performing this Agreement, both the Corporation and
~R~C~U RCE gill act in an ind ivid ua~l capacity, and not as agents, representatives,
employees, employers, partners, joint-venturers, ar 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 far any purpose.
9.~~ Captions. The captions in this Agreement are far convenience only and are not a part
of this Agreement, The captions do not in any gray limit or amplify the terms and provisions
of this Agreement.
.~ Beverability.
.1 If far any reason, any section, paragraph, subdivision, clause, provision, phrase or
word of this Agreement ar the applicatian of this Agreer~ent to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under present or
future l~v or by a~ final judgment of a court of carnpetent jurisdictian, then the
remainder of this Agreement, erthe application of the term or pravisian to persons or
circurristances otherthanthose as to v~rhich it is held illegal, invalid, or unenforceable,
v~rill not be affected by the law or judgment, far it is the definite intent of the par#ies to
this Agreement that every section, paragraph, subdivision, clause, pray+sion, phrase,
ar uvord of this Agreement be given full farce and effect for its purpose.
.~ To the extent that any clause or pravisian is held illegal, invalid, or unenforceable
under present or future law effective during the term of this Agreement, then the
remainder of this Agreement i net effected by the iavrr, and in lieu of any illegal,
invalid, or unenforoeable clause or provision, a clause ar provision, as similar in terms
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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 autor~atically.
x.14 Venue. Venue for any legal action related to this Agreement is in Nueces County,
Texas. wCRK~URCE consents to, and waives any objections to, in personum jurisdiction
in Nueces County, Texas. This agreement and the relationship between Corporation and
CRE~CURE shall be governed and interpreted under the laws of the state of Texas
without regard to any conflict of laws or provisions,
9.~ 5 dole Agreement. This Agreement constitutes the sole agreement between the
Corporation and 1CRKCURCE. Any prior agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreer~ent, are of no force
and effect, Except as otherwise provided herein, this Agreement cannot be modified or
amended uvithout a written agreement of the parties,
9.~ 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.~ ~ Representation. Corporation represents that no Corporation board member or
employee, City of Corpus Christi officer or employee, has been or will be cor~pensated in any
manner with respect to directly or indirectly bringing the porkies hereto together, agreement
negotiations, or the entering into of this Agreement. In no event gill woRl~oURCE 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. ~
breach of this provision ~'l 0.1 ~~ shall result in automatic and immediate termination of this
Agreement, and shall bean act of default by woR~CCURCE.
.~ 8 ether Con#racts, It i understood by IIUORktCIJRCE that Corporation has heretofore
entered, and may hereafter enter, into contracts with other companies or persons upon terms
and conditions differentfrom the terms and conditions of thisAgreement, and
UVRK~URE has no standing to object whatsoever to any such contracts or require any
modifications or changes to its Agreement due to such other agreements.
~.~~ 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 w~RKOURCE and shall not release such information to the public,
unless required by law or court order, Corporation shall immediately notify oRK~URCE
of requests or court orders to release such information.
~.~~ 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.
H:LegDirlgwslEcaDevlNORI~OURC~1Dra#tlncentiue 4A ~7~~26
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E~EUTED on the date sh~~rn opposite the signature of each party.
Darpus Christi Business .lob Development Corporation
By:
Elo ala ar,~ hairperon
Date; -~
Attest
By:
Arrnando Chaps, As start Secretary
Coastal Bend 1~Ilor~force Development Board
ApproMede61Di0t~l: ~ ~ ~"°Z
~+ `
d ry St~h
dba Wor Sour f the Coastal Bend A~~~`"~ ~ ~~
Far CI3y Attorney
By:
M nn R as President CE4
Date: ~/ OS' !JS
Attest:
By:
Title:
Federal Tax ID No..
Dorporate Seal:
The State of Texas§
a1' ~OtflMCft ( ''
~6
s~ ~~ ~,~.
County of Nueces ~~--
-~ ~ ~ ~~ ~r
Before me ~ Nota s nacre on this da
~ rY y~ Y
personally appeared nary Ann Roias, President E~
of coastal Bend l~orkforce Development Board, dba Iorkource of the
Coastal Bend, kno~vn to me to be the person chose name is subscribed to the foregoing
instrument and ackno~rledged to me that he executed the same in the capacity stated as the
act of Vl~orkSource, a local ~Ilorkforce Board, for the purposes and consideration expressed in
the instrument.
Given under my hand and seal of office this the ~> day of,~, 200~~~)
;.
~ ~~(PIRES
'+ta~,;} `~~ ~~~4~0 Kota Public, t8 f ex
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HEDU~.E
DHEDULE A
V~IOR~CoURE' VII~~I~~URE's TIME of ~RPORATI~N'
oIVDITION PRECEDENT PERF~MANE PERF~~IANE
AND PERF~RMANDE REQUIREMENT
RECUIREII~ENT
Employment of o interns January 1 ~ througf~ IVlay ~ ~, An amount not to exceed
far 2g hours per week and ~ 20DS ~,g2D payable in monthly
weeks per semester during installments based upon
the spring semester of ~oo~, invoices received from
with a goal of contacting ~ as wR~~URE
small business employers to
participate in the internship
program, referring small
business employers to Texas
A&M University-corpus
Christi and Def I~arallege,
providing follo~nr-upon
contacts, with
w~Rl~~URE providing
administrative oversight,
direct supervision, and
workplace resources far the
interns.
Er~pfoyment of two interns August ~ through December An amount not to exceed
far ~0 hours per week and 1 ~ ~ b, ~o~ 7,8~g~ payable in
v~eeks per semester during monthly instaflrnent based
the Fall eester of 2og8, upon invoices received from
with a goal of contacting ~ 00 11vORI~C~URE
srr~afl business employers to
participate in the internship
program, referring small
buiress employers to Texas
AIUI University-corpus
Christi and Del hllar college,
providing follow-upon
contacts, with
w~R#~URE providing
administrative oversight,
direct supervision, and
workplace resources forthe
interns.
Employment of two interns January 1 through llay ~ ~, An amount not to exceed
forg hours perweekand 12 7, ~G0' payable in
H:I.eg~irlgwslE~oa~vlNa~~CSDURCEJDr~ftln~entive 4A 07122
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~veeks per semester during
the spring er~ester of 2009,
vuith goal of contacting ~~0
r~all business er~ployers to
parkicipate in the internship
prograr~, referring small
business empiayers to Texas
ABM University-corpus
Christi and Del ll~ar ~aflege,
providing fallar~~up on
cantacts, v~rith
Vv~RK~UR~E praviding
adrr~inistrative oversight,
direct supervision, and
v~orkplace resaurces far the
interns.
2009 monthly intallrnents based
upon invoices received from
I~R~CaURE
HEDULE B
~VDRi~aUR~E' PERF~RMANE V~faRKaURE'a TIME DF
REC~U~REMEhIT PERF~RMANE
Praviding administrative oversight at the Beginning January 15, 200 and continuing
Board and fled staff level; direct supervisian during the spring and Fali semesters of 200
t the field staff level; and ~rvrkplace and the spring er~eter of 2009.
resources, computers, telephones, and the
administrative casts to process the pay of the
tvva interns in the small business employer
outreach campaign,
HED~JLE
INaRI~aURE's PERFaRMAN~E V~faR~CaURE' TIME ~F
REQUIREMENT PERFORMANCE
create and maintain not less than twa intern January 1 ~ through flay 1 , 2000
~~} employment pasitian to assist in the
mali business emplayer intern pragrarn for
its facility in orp~s ~hristi,111ueces bounty,
Texas, pith an hourly v~age of 1 ~ .7a per
hour, plus personnel costs during the spring
semester of 2008.
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create and maintain not less than tuvv intern
~~} employment positions to assist in the
small business employer intern program for
its facility in corpus Christi, Nueces bounty,
Texas, with n hourly vuage of ~ ~ 10 per
hear plus personnel costs during the Fall
er~eter of OOH and the spring semester
of 2009.
August ~5 through Decernher 15, ~OO~ and
January ~5 through gay 15, X009
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