HomeMy WebLinkAboutC2008-545 - 11/11/2008 - ApprovedAGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION AND TAMU-CC FOR DEVELOPMENT OF
FACILITIES FOR THE BACHELOR OF SCIENCE IN
MECHANICAL ENGINEERING PROGRAM
This Agreement for ("Agreement") is entered into between the Corpus Christi Business
and Job Development Corporation ("Corporation") and Texas A & M University -
Corpus Christi ("TAMU-CC"), a member of The Texas A&M University System, an
agency of the State of Texas.
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas
Revised Civil Statutes (Development Corporation Act of 1979) empowered local
communities with the ability to adopt an optional local sales and use tax as a means of
improving the economic health and prosperity of their citizens;
WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City')
passed Proposition 2, New and Expanded Business Enterprises, which authorized the
adoption of a sales and use tax for the promotion and development of new and
expanded business enterprises at the rate ofone-eighth of one percent to be imposed
for 15 years;
WHEREAS, the ballot measure authorized the use of the funds to make grants to
organizations to provide training and education to insure the knowledge and skills
required for the jobs of the future are in place;
WHEREAS, the Development Corporation Act of 1979 authorizes the use of funds for
primary job training facilities for use by institutions of higher education;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was
subsequently enacted by the City Council and filed with the State Comptroller of Texas,
effective April 1, 2003, to be administered by the Corpus Christi Business and Job
Development Corporation Board;
WHEREAS, the Corpus Christi Business and Job Development Corporation exists for
the purposes of encouraging and assisting entities in the creation of jobs for the citizens
of Corpus Christi, Texas;
WHEREAS, Section 21 of the Texas Development Corporation Act of 1979, Art. 5190.6,
Vernon's Texas Revised Civil Statutes, requires the City Council to approve all
programs and expenditures of the corporation;
WHEREAS, TAMU-CC has been authorized to offer an undergraduate degree in
mechanical engineering ("BSME") by the Texas Higher Education Coordinating Board;
WHEREAS, the Board has determined that it is in the best interests of the citizens of
Corpus Christi, Texas that business development funds be provided to TAMU-CC,
through this contract nth TAMU-CC, to be used by TAMU-CC for expenses related to
2008-545 ;for the BSME program, including retrofitting and outfitting the
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CCBJDC(4A Board) .ME Agreement Final
laboratories currently used in TAMU-CC's mechanical engineering technology and
electrical engineering technology programs.
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and TAMU-CC agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest
date that either party executes this Agreement.
2. Term. The term of this Agreement is for three years from August 1, 2008, through
July 31, 2011. This agreement may be extended by mutual agreement, in writing, for up
to two additional one year terms, contingent upon annual appropriation of funds and
approval of the City Council.
3. The Corporation grants TAMU-CC $1,000,000.00 for development of facilities for the
BSME program, including retrofitting and outfitting the laboratories currently used in
TAMU-CC's mechanical engineering technology and electrical engineering technology
programs and also the purchase of any necessary equipment.
a. The specific items that are funded by this grant are described in Exhibit A,
which is attached to and incorporated into this agreement.
b. The Corporation will reimburse TAMU-CC for authorized expenditures related
to the retrofitting and outfitting of the engineering laboratories.
4. Buy Local Provision.
a. TAMU-CC agrees to use its best efforts to give preference and priority to local
manufacturers, suppliers, contractors, and labor, except where not reasonably
possible to do so without added expense, substantial inconvenience, or sacrifice
in operating efficiency.
b. For the purposes of this section, the term "local" as used to describe
manufacturers, suppliers, contractors, and labor includes firms, businesses, and
persons who reside in or maintain an office within a 50- mile radius of Nueces
County.
5. Warranties. TAMU-CC warrants and represents to Corporation the following:
a. TAMU-CC is a state institution of higher education, duly organized, validly
existing, and in good standing under the laws of the State of Texas, has all
corporate power and authority to carryon its business as presently conducted in
Corpus Christi, Texas.
b. TAMU-CC has the authority to enter into and perform, and will perform, the
terms of this Agreement.
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CHy of CC CAE.NO 1534.110408 BSME Agreement Final
c. TAMU-CC has received a copy of the Texas Development Corporation Act of
1979, Art. 5190.6, Vernon's Texas Revised Civil Statutes, and acknowledges that
the funds granted in this Agreement must be utilized solely for purposes
authorized under State law and by the terms of this Agreement.
d. If an audit determines that the funds were not used for authorized purposes,
TAMU-CC agrees to reimburse Corporation for the sums of money spent for
purposes not authorized bylaw within 30 days written notice requesting
reimbursement.
e. The parties executing this Agreement on behalf of TAMU-CC are duly
authorized to execute this Agreement on behalf of TAMU-CC.
6. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws,
ordinances, regulations, and rules of the Federal, State, county, and city governments.
7. Non-Discrimination. TAMU-CC covenants and agrees that TAMU-CC 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.
8. Force Majeure. If the Corporation or TAMU-CC are prevented, wholly or in part,
from fulfilling its obligations under this Agreement by reason of any act of God,
unavoidable accident, acts of enemies, fires, floods, governmental restraint or
regulation, other causes of force majeure, or by reason of circumstances beyond its
control, then the obligations of the Corporation or TAMU-CC are temporarily suspended
during continuation of the force majeure. If either party's obligation is affected by any of
the causes of force majeure, the party affected shall promptly notify the other party in
writing, giving full particulars of the force majeure as soon as possible after the
occurrence of the cause or causes relied upon.
9. Assignment. TAMU-CC may not assign all or any part of its rights, privileges, or
duties under this Agreement without the prior written approval of the Corporation and
City. Any attempted assignment without approval is void, and constitutes a breach of
this Agreement.
10. Indemnity. To the extent authorized by law, TAMU-CC covenants
to fully indemnify, save, and hold harmless the Corporation, the City,
their respective ofFcers, employees, and agents ("Indemnifees")
against all liability, damage, loss, claims demands, and actions of any
kind on account of personal injuries (including, without limiting the
foregoing, workers' compensation and death claims), or property loss
or damage of any kind, which arise out of or are in any manner
connected with, or are claimed to arise out of or be in any manner
connected with TAMU-CC activities conducted under or incidental to
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Cily of CC CAE.NO 1534.110408 BSME Agreement Final
this Agreement, including any injury, loss or damage caused by the
sole or contributory negligence of any or all of the Indemnitees.
TAMU-CC must, at its own expense, investigate all those claims and
demands, attend to their settlement or other disposition, defend all
actions based on those claims and demands with counsel
satisfactory to Indemnitees, and pay all charges of attorneys and all
other cost and expenses of any kind arising from the liability,
damage, loss, claims, demands, or actions.
11. Events of Default. The following events constitute a default of this Agreement:
a. Failure of TAMU-CC to substantially comply with of the material requirements,
obligations, duties, terms, conditions, or warranties of this Agreement.
b. The Corporation or City reasonably determines that any significant
representation or warranty on behalf of TAMU-CC contained in this Agreement or
in any financial statement, certificate, report, or opinion submitted to the
Corporation in connection with this Agreement was misleading in any material
respect when made;
c. Any judgment is assessed against TAMU-CC or any attachment or other levy
against the property of TAMU-CC with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 30 days.
d. TAMU-CC makes an assignment for the benefit of creditors.
e. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or
bankrupt.
f. If taxes owed by TAMU-CC become delinquent, and TAMU-CC fails to timely
and properly follow the legal procedures for protest or contest.
g. TAMU-CC changes the general character of business as conducted of the
date this Agreement is approved by the Corporation.
12. Notice of Default. Should the Corporation or City determine that TAMU-CC is in
default according to the terms of this Agreement, the Corporation or City shall notify
TAMU-CC in writing of the event of default and provide 60 days from the date of the
notice ("Cure Period") for TAMU-CC to cure the event of default.
13. Results of Uncured Default. After exhausting good faith attempts to address any
default during the cure Period, and taking into account any extenuating circumstances
that might have occurred through no fault of TAMU-CC, as determined by the Board of
Directors of the Corporation, the following actions must be taken for any default that
remains uncured after the Cure Period.
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CRy of CC CAE.NO 1534.110408 BSME Agreement Final
a. TAMU-CC shall repay within 30 days of written notice requesting repayment
all funds paid by Corporation under this Agreement that specifically relate to the
uncured event of default and that have not been spent or encumbered for
expenses related to the specific items described in Exhibit "A."
b. TAMU-CC shall pay Corporation reasonable attorney fees and costs of court
to collect amounts due to Corporation~to the extent authorized by law.
c. The Corporation shall have no further obligations to TAMU-CC under this
Agreement .
d. Neither the City nor the Corporation may be held liable for any consequential
damages.
e. The Corporation may pursue all remedies available under law.
14. No Waiver.
a. No waiver of any covenantor condition, or the breach of any covenant or
condition of this Agreement, constitutes a waiver of any subsequent breach of
the covenant or condition of the Agreement.
b. No waiver of any covenantor 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.
c. Any waiver or indulgence of TAMU-CC' default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time TAMU-CC is in default in any of
its conditions or covenants of this Agreement, the failure on the part of the
Corporation to promptly avail itself of the rights and remedies that the
Corporation may have, will not be considered a waiver on the part of the
Corporation, but Corporation may at any time avail itself of the rights or remedies
or elect to terminate this Agreement on account of the default.
15. TAMU-CC specifically agrees that Corporation shall only be liable to TAMU-CC for
the actual amount of the money grants to be conveyed to TAMU-CC, and shall not be
liable to TAMU-CC for any actual or consequential damages, direct or indirect, interest,
attorney fees, or cost of court for any act of default by Corporation under the terms of
this agreement, to the extent authorized by law. Payment by Corporation is strictly
limited to those funds so allocated, budgeted, and collected solely during the grant term
of this agreement, being August 1, 2008, through July 31, 2011. Corporation shall use
its best efforts to anticipate economic conditions and to budget accordingly. However, it
is further understood and agreed that, should the actual total sales tax revenue
collected for any one year be less than the total amount of grants to be paid to all
contracting parties with Corporation for that year, then in that event, all contracting
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C@y of CC CAE.NO 1534.110408 BSME Agreement Final
parties shall receive only their pro rata share of the available sales tax revenue for that
year, less Corporation's customary and usual costs and expenses, as compared to each
contracting parties' grant amount for that year, and Corporation shall not be liable to for
any deficiency at that time or at any time in the future. In this event, Corporation will
provide all supporting documentation, as requested. Payments to be made shall also
require a written request from TAMU-CC to be accompanied by all necessary
supporting documentation.
16. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage
prepaid, addressed as follows:
TAMU-CC:
Texas A&M University-Corpus Christi
6300 Ocean Drive, Unit 5731
Corpus Christi, Texas 78412-5731
Attn: Purchasing Director
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 the City at the
following address:
City of Corpus Christi
Attn.:City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
c. Notice is effective upon deposit in the United States mail in the manner
provided above.
17. Amendments or Modifications. No amendments or modifications to this Agreement
may be made, nor any provision waived, unless in writing signed by a person duly
authorized to sign agreements on behalf of each party.
18. Relationship of Parties. In performing this Agreement, both the Corporation and
TAMU-CC will actin 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.
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City of CC CAE.NO 1534.110408 BSME Agreement Final
19. Captions. The captions in this Agreement are for convenience only and are not a
part of this Agreement. The captions do not in any way limit or amplify the terms and
provisions of this Agreement.
20. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision,
phrase or word of this Agreement or the application of this Agreement to any
person or circumstance is, to any extent, held illegal, invalid, or unenforceable
under present or future law or by a final judgment of a court of competent
jurisdiction, then the remainder of this Agreement, or the application of the term
or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, 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 force and effect for its purpose.
b. To the extent that any clause or provision is held illegal, invalid, or
unenforceable under present or future law effective during the term of this
Agreement, then the remainder of this Agreement is not affected by the law, and
in lieu of any 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.
21. Venue. Venue for any legal action related to this Agreement is in Nueces County,
Texas.
22. Sole Agreement. This Agreement constitutes the sole agreement between
Corporation and TAMU-CC. Any prior agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no
force and effect.
23. Survival of terms of agreement and obligations of parties. The terms of this
agreement and the obligation of the parties relating to Section 13 survives until
compliant.
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City of CC CAE.NO 1534.110408 BSME Agreement Final
Corpus Christi Business 8s Job Development Corporation
By:
Eloy
Date: ~~/{~' ~~
Attest:
By: G
Armando Chapa
Assistant Secretary
Texas A8~M University-Corpus Christi
By: i~s~!r.~~-
~ lavius Killebrew
President
Date: ~ ~ U
THE STATE OF TEXAS
COUNTY OF NUECES
~~e
S. ~ ~ 3 AUTHORIZED
er eoulra~. Ill 08'
8EGtETARr
This instrument was acknowledged before me on A ~ , 200, by
for TAMU-CC, a Texas non-profit corporation, member of The Texa A&M University
System, an agency of the State of Texas, on behalf of the university.
Q!X
Nota Pu lic.
State of Texas
r r
fo"'!~ MARY E. GON2ALE2
~ t ~ ~ Notary PuMlc, Stete of Tsxae
~` .h~y My Commlaabn Exgree
Petxuary 24, solo
NOTARY WRHOUI BONA
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CRy of CC CAE.NO 1534.110408 BSME Agreement Final
.•~~... ... vie,wiw~,-, ,.,,vm~ uw Nage ~~
Exhibit A
September 8, 2008
Corpus Christi Business and Job Development Corporation
1201 Leopard
Corpus Christi, Texas 78401
Dear Corporation Members:
Thank you for your consideretion of this proposal. i am wdting on behalf of Texas A&M
University-Corpus Christi to request one million dollars in funding from the Corpus
Christi Business and Job Development Corporation to assist in the establishment of an
undergraduate degree in mechanical engineering (BSME) at the university.
The need for additional engineers statewide and locally, is well documented; please
see the attached "Needs Statement "
Additionally, a synopsis of the university's proposed program Is also attached; please
see "Proposed Degree Program."
The establishment of the Bachelor of Science in Mechanical Engineering Degree at
TAMUCC will benefit the city by:
*Addressing the lack of a trained workforce, thus assisting with new business
recruitment to the city.
*Provlding for local hiring of educated, skilled employees by existing industries,
thus Increasing their capability and capacity; i.e., It will be easier for the local
economy to find qualified personnel.
*Enhancing the retention of employees because they are educated locally, and
already have made a commitment to Corpus Christi.
*Provlding qualffied candidates for many of the 400-450 engineering jobs Coastal
Bend Workforce Development anticipates by 2014.
*Increasing the number of local highly compensated positions; the starting salary
of BSME graduates is $75,000 to $80,000 par year with estimated annual
Increases of 5% to 10% per year.
'Providing for four additional university faculty (annual salaries of $100,000 to
$120,000 each) and one staff posffion (annual salary of $40,000) over a four
year period.
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*Providing a cumulative total of 122 students over a flue year period, with
increases as the program becomes well established.
*Bringing additional student tuition, as well as state dollars through student credit
hour revenue, to the university.
*Assisting local businesses through financial/spending and personal
contributions of increased numbers of faculty, staff, and students.
'Impacting the local economy by approximately $15 million by the end of the first
five years of the program.
The funds we are requesting from the Business and Job Development Corporation will
be used to retrofit and properly outfit with equipment and furnishings, the laboratories
currently used in our mechanical engineering technology and electrical engineering
technology programs. Additionally, it will be used to purchase computer hardware and
software necessary In the teaching of the BSME program. It will also provide student
and faculty/staff support as we recruit these Individuals to Taxas A&M University-
Corpus Christi. We anticipate the flue year cumulative total of these purchases to be
$1,256,000.
The one million dollars requested may be paid over a period of up to three years. A
suggested payment schedule is $500,000 payable on or before December 31, 2008;
$250,000 payable on or before December 31, 2009 and $250,000 payable on or before
December 31, 2010. However, I would request that your written response to this
proposal and confirmation of your financial commitment be received by me not later
than !November i5, 2008.
I look forward to meeting with you again on September 15". On behalf of the Texas
A&M University-Corpus Christi thank you for your consideration of this proposal.
Very truly yours,
Flavius C. Killebrew, PhD
President and CEO
Attachments
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l TEXAS A&M UNIVERSITY-CORPUS CHRISTI
Needs Statement
Bachelor of Science in Mechanical Engineering (B.S.M.E)
Texas
• To maintain and strengthen Texas' position in energy, aerospace, automotive,
medical, marine systems and other industries, as well as emerging technologies
in biotechnology, materials, nanotechnology, fuel cells and other types of green
energy industries, the state must have an adequate and continuous supply of
new ME graduates.
• The Perryman Group in its 2007 report, The Potential Impact of an Initlatlve to
increase the Poo! of Engineering Graduates on Business Activity in Texas, has
documented, quantitatively, the demand for engineers both nationally and in
Texas. The report conclusively ties gains ih economic activity in Texas to greater
pool of engineers available.
• Texas lags behind the major U.S. industrial states in the number of accredited
ME programs per capita.
• Texas has only about two-thirds (213) of BS degree production in Mechanical
' \ Engineering compared to the national average.
~ ) • Texas universities need to produce more graduates because International
i competition for high-tech Industries need to be insulated from the future
~ uncertainty of international politics by having access to a guaranteed supply of
j new ME graduates.
Corpus ChNsti
• The large Industrial complex in the Corpus Christi area provides significant job
opportunities for mechanical engineering graduates. The demand for additional
engineers at the local state, and national levels is well documented.
There are more than thirty large businesses in the Coastal Bend region that
employ mechanical engineers. Most of these companies have had difficulty
hiring engineers and also retaining them longer than five years.
• Local leaders assert that a substantial problem is the absence of engineering
programs in Corpus Christi to support local Industries. The nature of supporting
operations has changed dramatically over the years becoming more technically
demanding and requiring skilled personnel with a high level of educational
KNlS 9/tt/OS
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TEXAS A&M UNIVERSITY-CORPUS CHRISTI
Proposed Decree Program
Bachelor of Science in Mechanical Engineering (B.S.M.E)
• Last year 552 potential students specifically Inquired about engineering
programs at TAMU-CC even though we did not have such a program.
• To a substantial extent, the support coursework and infrastructure for a new
B.S.M.E. program is In place as a result of our current programs in mechanical
engineering technology, electrical engineering technology, and geographic
information sciences all of which are ABET accredited.
• It is our Intent to Include a cooperative education component that Involves afull-
time internship in industry. This type of curriculum is patterned after recent
recommenda0ons of the National Academy of Engineering.
• The ME curriculum will feature a strong "hands-on" experience with particular
attention on teamwork, communication skills, and innovation. The elm is to
produce mechanical engineers who are not only competent problem solvers but
also ethical, responsible, and well-rounded citizens, poised to become
community leaders in their respective fields. The graduates of the program
would be qualified to become professional engineers and also to pursue
graduate study.
• The ME program will provide engineers to support and provide expertise for
industries and related businesses In the Gulf of Mexico.
• Graduates with preparation in both ME and business studies will find rewarding
opportunities in a wide variety of positions, Including project management, plant
supervision, and process engineering.
• TAMU-CC's ME program will emphasize the mechanical systems that apply to
manufacturing, energy and related fields.
• It will be designed on a flue-year schedule involving a cooperative educational
experience whereby the students In the latter part of their studies have periodic
full-time work experiences in their area of interest with participating industries
and businesses.
• The proposed ME program is not competing with nor unnecessarily duplicating
other programs within the State or other Institutions in the nation because it
specifically targets unique requirements of the 400,000 residents and Part
Industries of the Corpus-Christi metropolitan statistical area.
l KWS 9/8108
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Many of the courses needed for the first two plus years of the mechanical
engineering curcicula currently exist or can be easily modified from current
courses. This is because the university's core curriculum is in place, and the
initial (lower division) engineering courses either exist of can be derived from
existing courses. Additionally, a number of the upper level courses needed for
mechanical engineering also exist or can be modified from existing courses. Ths
incremental cost involving additional faculty will be partially covered by increased
enrollments.
Texas A&M University-Corpus Christi has eight laboratories that are associated
with the existing engineering technology programs. Most of these facilities can
be converted Into associated engineering laboratories with the proper equipment
complement. Thus, over the immediate future, adequate space should be
available to initiate the mechanical engineering program.
• More specialized equipment will be needed to have state-ot-the-art laboratories
to support the ME academic program.
KWS 9/8/08
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