HomeMy WebLinkAboutC2009-009 - 1/13/2009 - ApprovedGRANT AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB
DEVELOPMENT CORPORATION AND THE CITY OF CORPUS CHRISTI FOR THE
ACQUISITION OF A TURF SYSTEM FOR THE AMERICAN BANK CENTER ARENA
This Grant Agreement for ("Agreement") is entered into between the Corpus Christi
Business and Job Development Corporation ("Corporation") and the City of Corpus
Christi ("City").
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 7, 2000, residents of the City of Corpus Christi ("City")
passed Proposition 5, Multipurpose Arena, which authorized the adoption of a sales and
use tax for the promotion and development of construction of a multipurpose arena and
for maintenance and operating costs of the multipurpose arena for the life of the arena
at the rate ofone-eighth of one percent to be imposed for 25 years;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 5 was
subsequently enacted by the City Council and filed with the State Comptroller of Texas,
effective April 1, 2001, to be administered by the Corpus Christi Business and Job
Development Corporation Board;
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, the City owns and operates the American Bank Center Arena, which is the
multipurpose arena constructed with the proceeds of sales and use tax authorized by
Proposition 5; and
WHEREAS, the Board has determined that it is in the best interests of the citizens of
Corpus Christi, Texas that additional funds be provided to the City for the purchase of a
used turf system that will be leased to tenants using the arena;
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and the City 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. Grant. The Corporation grants the City up to $105,000 to purchase the Dieter Turf
Field System from the Corpus AF2 Football, LLC, d/b/a Corpus Christi Sharks.
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CCBJDC
3. Warranties. The City warrants and represents to Corporation the following:
a. The City 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.
e. If an audit determines that the funds were not used for authorized purposes,
the City agrees to reimburse Corporation for the sums of money spent for
purposes not authorized by law within 30 days written notice requesting
reimbursement.
f. The parties executing this Agreement on behalf of the City are duly authorized
to execute this Agreement on behalf of City.
4. Compliance with Laws. The City shall observe and obey all applicable laws,
ordinances, regulations, and rules of the Federal, State, county, and city governments
5. Non-Discrimination. The City covenants and agrees that the City 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.
6. Assignment. The City 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.
7. Indemnity. To the extent authorized bylaw, the City covenants to
fully indemnify, save, and hold harmless the Corporation, its officers,
employees, and agents ("Indemnitees") 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 the
Corporation's activities conducted under or incidental to this
Agreement, including any injury, loss or damage caused by the sole
or contributory negligence of any or all of the Indemnitees. The City
must, at its own expense, investigate all those claims and demands,
attend to their sett/emenf 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
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expenses of any kind arising from the liability, damage, loss, claims,
demands, or actions.
8. Events of Default. The following events constitute a default of this Agreement:
a. Failure of the City to timely, fully, and completely comply with any one or more
of the requirements, obligations, duties, terms, conditions, or warranties of this
Agreement.
b. The Corporation determines that any representation or warranty on behalf of
the City 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;
9. Notice of Default. Should the Corporation or City determine that the City is in default
according to the terms of this Agreement, the Corporation or City shall notify the City in
writing of the event of default and provide 60 days from the date of the notice ("Cure
Period") for the City to cure the event of default.
10. 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 the City, as determined by the Board of
Directors of the Corporation, the following actions must betaken for any default that
remains uncured after the Cure Period.
a. The City shall immediately repay all funds paid by Corporation under this
Agreement.
b. The City shall pay Corporation reasonable attorney fees and costs of court to
collect amounts due to Corporation.
c. The Corporation shall have no further obligations to the City 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
11. No Waiver.
a. No waiver of any covenant or condition, or the breach of any covenantor
condition of this Agreement, constitutes a waiver of any subsequent breach of
the covenant or condition of the Agreement.
b. 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
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other occasion of the covenant or condition or any other covenant or condition of
this Agreement.
c. Any waiver or indulgence of the City' default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time the City 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.
12. The City specifically agrees that Corporation shall only be liable to the City for the
actual amount of the money grants to be conveyed to the City ,and shall not be liable to
the City 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. 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 31,2009. 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 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 the City to be
accompanied by all necessary supporting documentation.
13. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage
prepaid, addressed as follows:
City:
City of Corpus Christi
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469-9277
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Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn.: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
b. Notice is effective upon deposit in the United States mail in the manner
provided above.
14. 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.
15. Relationship of Parties. In performing this Agreement, both the Corporation and the
City 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.
16. 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.
17. 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.
18. Venue. Venue for any legal action related to this Agreement is in Nueces County,
Texas.
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19. Sole Agreement. This Agreement constitutes the sole agreement between
Corporation and the City. Any prior agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no
force and effect.
The City of Corpus Christi
Corpus Christi Business &
Job Development Corporation
r
~~~~
' gel R. Escobar
ity Manager
Date: //~o/Gl
Attest '
Armando Chapa
City Secretary
Approved as to Legal Form: J« • ~3
R. Jay eiqq ng
First ssis'fant Q ty Attorney
for City Attorney
S aza
C airperson
Date: ~-~ 9- U 9
~ ~ ~~ ~~5 AUTHORIZED
3Y ~0NRI6 „, b ( q
2009.
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