Loading...
HomeMy WebLinkAboutC2007-493 - 12/11/2007 - ApprovedAGREEMENT TO GRANT BUSINESS INCENTIVES TO DEL MAR COLLEGE FOR SMALL BUSINESS ASSISTANCE This Agreement #o Grant Business Incentives #or Small Business Assistance ("Agreement"} is entered into by and between the Corpus Christi Business and Job Development Corporation ("Corpora#ion"}, a Texas nonprofi# corporation organized under V.A.C.S. Art. 5190.6, Sec. 4A, with mailing address of 1201 Leopard Street, Corpus Christi, Texas, 78401, and Del Mar College, ("Del Mar"}, a Texas institution of higher education, with principal place of business at 101 Baldwin Boulevard, Corpus Christi, Texas 78404. I. BACKGROUND 1.1 Purpose of Agreement. Corporation is a #ax-supported non-profit corpora#ion, whose primary income is from sales #ax collected within the City of Corpus Christi and dedica#ed exclusively to economic development. This sales tax supporting Corporation is authorized as a local option under Texas Revised Civil Statutes, Art. 5190.6, Sec. 4A. Corporation exists for the primary purpose of developing, stabilizing, diversifying, and expanding the Corpus Christi economy through the retention, expansion, and recruitment of employment opportunities in order to benefit the citizens of Corpus Christi and the surrounding areas. 1.2 Project. The project and performance requirement to be implemented by means of #his agreement are generally described as follows: Assistance to small businesses by providing access to students who will serve as interns in professional level positions. The small business will pay the student intern minimum wage (currently $5.85 per hour, adjusting to $fi.55 per hour in July 2008) and DEL MAR will match the small business contribution. Interns would be selected based on the needs of the small business with the goal of providing the business with resources that make the business more effective and/or provide growth opportunities. The primary goal of the program is #o provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. The project goal is create a 10°/n new job "re#urn on investment,n For 69 internships, it is expected that at leas# 6 new jobs will be created over a 24 month period. A secondary benefit of the program is providing internship opportunities for students, real-world experience while making a living wage without working extended hours and developing potential full-time employment opportuni#ies following graduation. The program will commence in the spring semester of 2008, con#inuing through the fall semester of 2008, and concluding with the spring semester of 2009. Sixty-nine intern posi#ions are to be provided. The grant amount is $130,921, with $100,fi51 being used for intern matching funds which will be equally matched by the small businesses' contributions. The $27,565 is for two intern positions for three semesters within DEL MAR Office of Career Services to assist with administration and evaluation of the program. It is anticipated that 15 interns will be used in spring semester of 2008, 27 interns in the fall semester of 2008, and 27 interns in the spring semester of 2009. The performance requirements shall be continuously maintained during the en#ire term of this agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants, ~-•~~^„`~^^ -~--` ---__.Y-~•s of the parties, it is agreed as follows: 2007-493 Res. 027532 12~11~U7 []•~na 4 of 1 ~ Del Mar College II. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE REQUIREMENTS 2.1 BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION .1 Money Grant: Corporation will convey by grant to DEL MAR a total of One Hundred Thirty Thousand Nine Hundred Twenty-one Dollars ($130,921.00}, as set forth in Schedule A, subject to the performance requirements of DEL MAR and the conditions precedent as se# forth in Schedule A. The performance requirements shall be con#inuously main#ained during the entire term of this agreement. Failure by Corporation #o timely and fully comply with any pertormance requirement shall be an act of default by Corporation giving DEL MAR, as its sole remedy, the right to the contracted amount to be conveyed and further being limited to the terms and conditions contained in Article VII, paragraph 7.1, hereof. SCHEDULE A DEL MAR's CONDITIONS DEL MAR's TIME OF CORPORATION's PRECEDENT AND PERFORMANCE PERFORMANCE PERFORMANCE REQUIREMENTS REQUIREMENTS Placement of approximately January 15 through May 15, An amount not to exceed 15 interns with small 2008 $27,005 payable monthly businesses in Corpus Christi, upon receipt of statements pkacement based on the from Del Mar needs of the small business with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that wild encourage growth, retention, economic development and job creation. Employment of two interns for 19 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career Services #o assist with administration and evaluation of the program. Placement of approximately August 15 through December An amount not to exceed 27 interns with small $51,958 a able month) Revised {}80313 Dane 7 of 4A businesses in Corpus Christi, 15, 2008 upon receipt of statements placement based on the from Del Mar needs of the small business with the goat of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation, Employment of two interns for 19 hours per week and 12 weeks per semester during the Fall Semester of 2008, within the Office of Career Services to assist with administration and evalua#ion of the program. Placement of approximately January 15 through May 15, An amount not to exceed 27 interns with small 2009 $51,958 payable monthly businesses in Corpus Christi, upon receipt of statements placement based on the from Del Mar needs of the small business with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage grow#h, retention, economic development and job creation. Employmen# of #wo interns for 19 hours per week and 12 weeks per semester during the Spring Semester of 2009, within the Office of Career Services to assis# with administration and evaluation of the program. ReYES~ oea~Ts Donn '2 of 1 i1 2.2 INVESTMENT BY DEL MAR DEL MAR is not required to make any capital investmen#, but shall provide the performance requirements set forth in Schedule B. Failure by DEL MAR to timely and fully comply and #o continue #o comply with any performance requirement of #his agreement shall be an act of default. SCHEDULE B DEL MAR's PERFORMANCE DEL MAR's TIME OF PERFORMANCE REQUIREMENTS Providing administrative oversight and direct Beginning January 15, 2008 and continuing supervision far the placement of in#erns in the during the Spring and Fall Semesters of 2008 small business employer program. and the Spring Semester of 2009. .2 Employment: DEL MAR shall comply with the employment requirements set forth in Schedule C. Failure by DEL MAR to timely and fully comply and to continue to comply with any performance requirement of this agreement shall be an act of default. SCHE©ULE C DEL MAR's PERFORMANCE DEL MAR's TIME OF PERFORMANCE REQUIREMENTS Create and maintain not less than two intern January 15 through May 15, 2008 {2} employment positions to assist in the small business employer intern program for its facility in Corpus Christi, Nueces County, .Texas, with an hourly wage of $11.70 per hour, plus personnel costs during the Spring Semester of 2008. Create and maintain no# less than two intern August 15 through December 15, 20D8 and {2} employment positions to assist in the January 15 through May 15, 2009 small business employer intern program for its facility in Corpus Christi, Nueces County, Texas, with an hourly wage of $13.10 per hour plus personnel costs during the Fall Semester of 2008 and the Spring Semester of 2009. Revised 080313 ~onA A nF ~ A III. REPORTING AND MONITORING 3.1 Reports and Monitoring: DEL MAR 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 DEL MAR shall provide a report at the end of each semester certifying the status of oompliance through the life of the agreement. Documentation for jobs may be in the farm of quarterly IRS 941 re#ums, DEL MAR employer Quarterly Reports, or employee rosters that show the hours worked and the positions filed, and such other reports as may reasonably be required. .2 DEL MAR, dudng normal working hours, at its Corpus Christi, Texas, facility, shall allow Corporation and its designee, Corpus Christi Regional Economic Development Corporation, reasonable access to DEL MAR's employment records and books, to verify employmen# and all other relevant records related to each of the other economic development considerations and incentives, as stated in this agreemen#, but the confidentiality of such records and infom~ation shall be maintained by Corporation and its designee, Corpus Christi Regional Economic Development Corporation, unless such records and informa#ion shall be required by a court order, a lawfully issued subpoena, or at the direction of the Office of the Texas Attorney General. IV. COVENANTS, WARRANTIES, OBLIGATIONS AND DUTIES 4.1 DEL MAR makes the following covenan#s and warranties to Corporation, and agrees to timely and fully perform the following obligations and duties. Any false or substan#ially misleading statement contained herein or failure to timely and fully perfoml as required in this agreement shalt be an act of default by DEL MAR. Failure to comply with any one covenant or warranty shall constitute an act of default by DEL MAR. .1 The funds herein granted shall be utilized solely for the purpose of offsetting the cost of creating and maintaining the intern assistance for small businesses through DEL MAR's Corpus Christi facility. .2 DEL MAR has received a copy of the Texas Development Corpora#ion Act of 1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, and acknowledges that the funds granted in #his Agreement must be utilized solely for purposes authorized under Sta#e law and by the temps of this Agreement. .3 In the event it is determined by Corporation or City of Corpus Christi that funds provided under this Agreement were not used in accordance with State law, then DEL MAR agrees to repay such funds not used in accaordance with the terms of this Agreement to the Gorporation within 30 days of written notice requesting reimbursement. .4 If an audit detem~ines that the funds were no# used for authorized purposes ,DEL MAR agrees to reimburse Corporation for the sums of money spent for purposes not authorized by law within 30 days written notice requesting reimbursement. Revised Q8Q313 D snd ri of 4 /I .5 DEL MAR 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, marl#al status, sex, age, disabili#y, or in any manner prohibited by the laws of the United States or the State of Texas. VI. DEFAULT 6.1 Events of Default. Should DEL MAR fail to timely, fully and completely comply with any one or more of the requirements, obligations, duties, terms, conditions or warranties of this agreement such failure shall be an act of default by DEL MAR and, if not fully and completely cured and corrected within sixty (60} days after written notice to do so, Corporation may terminate this agreement and pursue all legal remedies as provided by law, provided however tha# DEL MAR's liability under this agreement shall be limited to the termination of all further obligations on behalf of Corporation under this agreement. Corporation shall not be liable to DEL MAR for any alleged consequential damages. Additionally, the following even# shall constitute a default of this Agreemen#. The Corporation or City determines that any representation or warranty on behalf of DEL MAR contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made. 6.2 Any delay for any amount of time by Corporation in providing notice of default to DEL MAR 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. VII. CORPORATION'S LIABILITY LIMITATIONS 7.7 Payments: DEL MAR specifically agrees tha# Corporation shall only be liable to DEL MAR for the actual amount of the money grants to be conveyed to DEL MAR and shall not be liable to DEL MAR 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 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 DEL MAR during the tens 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, being January 1, 2008, #hrough June 15, 2009. Corporation sha[I use its best efforts to anticipate economic conditions and #o budget accordingly. However, it is further understood and agreed the#, should the actual total sales tax revenue collected for any one year be less than the fatal amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be Gable to DEL MAR for any such deficiency at that time or at any time in the future. In such event, Corporation shall notify DEL MAR of such anticipated pro rata reduction of grant funding as soon as reasonably practicable, and shall mane payment in full of ail grant funds obligated by DEL MAR in accordance wi#h this Agreement prior to the date of such notification. DELMAR shall be Revised Q80313 Donn R of 1 A entitled to a pro rata reduction in its obliga#ions under this Agreement. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made to DEL MAR sha11 also require a written request from DEL MAR to be accompanied by all necessary supporting documentation. Corpora#ion shall have thirty (30) days to make payment after receipt of such Paymen# request. The Paymen# request should be directed to the address provided for Corporation below. VIII, DEFINITIONS As used in this agreemen#, the following words or phrases shall have the following meanings: 8.1 Ci#y of Corpus Christi or City shall mean the governing municipal corporation, the area that is within the city limits of the City of Corpus Christi, Texas. 8.2 Force Majeure shall mean severe weather such as tornadoes or flooding, wars, riots and the unavailability of necessary and essential equipment and supplies from all sources. IX. GENERAL TERMS 9.1 Effective Date. The effective date of this Agreement ("Effective Date") is ,lanuary t 5, 2008. 9.2 Term. The term of this Agreement is eighteen months from the Effective Date. 9.3 Termination. This Agreement may be terminated by mutual agreement of the parties or by either party, upon the failure of the other party to fulfil an obliga#ion as set forth herein. The #ermination of this Agreement shall extinguish all rights, duties, obligations, and liabilities of the parties under this Agreement, except alt rights, duties, liabilities, and obligations accrued prior #o such terming#ion shall survive termination. 9.4 Compliance with Laws. This Agreement is subject to all legal requiremen#s in the City Charter and Code of Ordinances of the City of Corpus Christi and all other applicable county, state, and federal laws. DEL MAR shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, County and City governments, as may be amended or enacted. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 9,5 Assignment. This Agreement shall be binding upon the parties hereto and their successors and assigns. However, DEL MAR may not assign all or any part of its rights, privileges, or duties under this Agreemen# without the prior written approval of the Corporation and City. Any attemp#ed assignment without approval is void, and constitutes a breach of this Agreement. 9.6 Buy Local Provision. DEL MAR agrnes to use its best efforts to give preference and priority #o local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes f rms, businesses, and persons who reside in or main#ain an office within a 50-mile radius of Nueces County. Revised 080313 i~7nrtia 7 of 4 A 9.7 Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as #ollows: Del Mar College: Del Mar College Dee Salmon, Grants Administrator Office of Grants ~ Sponsored Research 101 Baldwin Boulevard Corpus Christi, Texas 78404 Corporation: City of Corpus Christi Business and Job Development Corporation Attn: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b. A copy of all notices and correspondence must be sent to the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 784fi9-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 9.8 incorporation of other documents. a. The Corpus Christi Business & Job Deve[opmen# Corporation Guidelines & Criteria for Granting Business Incen#ives ("Corporation Guidelines"), adopted September 18, 2007, are incorporated into this Agreement. b. DEL MAR application submitted to the Corporation for business incentives {"Application") is incorporated into this Agreement. c. if there is any conflict in the terms of these documents, the following order controls: (i) This Agreement, (ii) Corporation Guidelines, (iii) Application. 9.9 Amendments or Modifications. No amendmen#s or mod cations to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign agreements on behalf of each party. 9.10 Relationship of Parties. In performing this Agreement, bo#h the Corporation and DEL MAR will act in an individual capacity, and not as agents, representatives, employees, Revised 080313 [Sn.va Q of ~ A employers, partners, jointwenturers, 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. 9.11 Captions. The captions in this Agreemen# are for convenience only and are not a part of this Agreemen#. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 9.13 Severability. .1 If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a frnal judgment of a court of competent jurisdiction, then the remainder of #his Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgmen#, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. .2 To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or #uture law effective during the term of this Agreement, then the remainder of this Agreement is not afl'ec#ed by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 9.13 Venue. Venue for any legal action related to this Agreemen# is in Nueces County, Texas. DEL MAR consents to, and waives any objections #o, in personum jurisdiction in Nueces County, Texas. This agreement and the relationship between Corporation and DEL MAR shall be governed and interpreted under the laws of the State of Texas without regard to any conflict of laws or provisions. 9.14 Sole Agreement. This Agreemen# cons#itu#es the sole agreement between the Corporation and DEL MAR. Any prior agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in #his Agreement, are of no force and effect. Except as otherwise provided herein, this Agreement cannot be modified or amended without a written agreement of the parties. 9.15 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. 9.16 Representation. Corporation represents #hat no Corporation board member or employee, City of Corpus Christi officer or employee, has been or will be compensated in any manner with respect to directly or indirectly bringing the parties hereto together, agreement negotiations, or the entering into of this Agreement. in no event witl DEL MAR pay a fee to or in any manner compensate any Corporation board member ar employee, City of Corpus Christi officer or employee, in connection with the acceptance of #his Agreement. A breach of Revised 080313 Danes Q of Ail this provision (10.17} shaA result in au#omatic and immediate termination of this Agreement, and shall be an act of default by DE!_ MAR. 9.17 Other Contracts. It is understood by DEL MAR that Corporation has heretofore entered, and may hereafter enter, into contracts with other companies or persons upon terms and conditions different from the terms and conditions of this Agreement, and DEL MAR has no standing to object whatsoever to any such contracts or require any mod cations or changes to its Agreement due to such other agreements. 9.18 Corporation, its ofFcers and employees, and its agents or contractors retained to perform economic development services for Corporation, shall treat as confidential the financial statements of DEL MAR and shall not release such information to the public, unless required by law or court order. Corporation shall immediately notify DEL MAR of requests or court orders to release such information. 9.19 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. EXECUTED on the date shown opposite the signature of each party. Corpus C sti Busine ~ Job Development Corporation By: Elo Salazar, hairperson Date: _ ~Q ~ 3 ~ (~ , ~ --- Attest By; . . Armando Chaps, Assistant Secretary Del Mar Colleg By: r Jose . Alaniz, Acting resident, D®I Mar College Date: .T~~~ - ~~ Attest: ay: Title: Federal Tax ID No.; Corporate Seal; Revised 084313 Cl~nc 4 [1 i+f 4 A ~~.~J~~v~ HVKic« sY C01iitCIL ~„1,~ Q ~ . , SfCRffilCRy ~1 The State of Texas§ County of Nueces§ Before me, 0 S~. L. ~! Z--- (Notary's name), on this day personally appeared Jose L. Afaniz, Acting President, Del Mar Callege, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in the capacity stated as the act of Del Mar College, for the purposes and consideration expressed in the instrument. Given under my hand and seal of office this the ~ day of , 2088. ~~ lit-Grp ,~-.•• way ,mss • ~ ~" ~ ~ Notary Public, State of Texa Revised 080313 D.~no 'i 1 of ~I A SCHEDULES SCHEDULE A DEL MAR'S CONDITIONS DEL MAR'S TIME OF CORPORATION'S PRECEDENT AND PERFORMANCE PERFORMANCE PERFORMANCE REQUIREMENTS REQUIREMENTS Placemen# of approximately January 15 through May 15, An amount not to exceed 15 interns with small 2008 $27,005 payable monthly businesses in Corpus Christi, upon receipt of statements placement based on the from Del Mar needs of the small business with the goal of providing the business with resources #hat make the business more effective andlor provide growth opportuni#ies. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 19 hours per week and 12 weeks per semester during the Spring Semester of 2008, within the Office of Career Services to assist with administration and evaluation of the program. Placement of approximately August 15 through December An amount not to exceed 27 intems with small 15, 2008 $51,958 payable monthly businesses in Corpus Christi, upon receip# of statements placement based on the from Del Mar needs of the small business with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic Revised 080313 C>~na 1'i rvf '1 /I development and job creation. Employment of two interns for 19 hours per week and 12 weeks per semester during the Fall Semester of 2008, within the Office of Career Services to assist with administration and evaluation of the program. Placement of approximately January 15 through May 15, An amount not to exceed 27 interns with small 2009 $51,958 payable monthly businesses in Corpus Christi, upon receipt of statements placement based on the from Del Mar needs of the small business with the goal of providing the business with resources that make the business more effective andlor provide growth opportunities. The primary goal of the program is to provide support to small businesses in Corpus Christi that will encourage growth, retention, economic development and job creation. Employment of two interns for 19 hours per week and 12 weeks per semester during the Spring Semester of 2009, within the Office of Career Services to assist with administration and evalua#ion of the program. SCHEDULE B DEL MAR's PERFORMANCE DEL MAR's TIME OF PERFORMANCE REQUIREMENTS Providing administrative oversight and direct Beginning January 15, 2008 and continuing supervision far the placement of interns in the during the Spring and Fall Semesters of 2008 small business employer program. and the Spring Semester of 2009. rte~ised 080313 Rine 'I Z .,F 1 A SCHEDULE C DEL MAR's PERFORMANCE DEL MAR's TIME OF PERFORMANCE REQUIREMENTS Create and maintain not less than two intern January 15 through May 15, 2008 {2) employment positions to assist in the small business employer in#ern program for its facility in Corpus Christi, Nueces County, Texas, with an hourly wage of $71.70 per hour, plus personnel costs during the Spring Semester of 2008. Create and maintain not less #han two intern August 15 through December 15, 2008 and {2) employment positions to assist in the January 7 5 through May 15, 2009 small business employer intern program for its facility in Corpus Christi, Nueces County, Texas, with an hourly wage of $13.10 per hour plus personnel costs during the Fall Semester of 2008 and the Spring Semester of 2009. Re~iaed t?80313 iDono 4 it of '4 A