HomeMy WebLinkAboutC2009-183 - 5/12/2009 - ApprovedAGREEMENT TO GRANT BUSINESS INCENTIVES TO
SCORE CHAPTER 221
FOR SMALL BUSINESS ASSISTANCE
This Agreement to Grant Business Incentives for Small Business Assistance
("Agreement") is entered into by and between the Corpus Christi Business and Job
Development Corporation ("Corporation"), a Texas non-profit corporation, organized
under V.A.C.S., Art. 5190.6, Sec. 4A, with mailing address of 1201 Leopard Street,
Corpus Christi, Texas, 78401, and SCORE Chapter 221, ("SCORE "), a nonprofd
association, with principal place of business at 3649 Leopard Street, Suite 411, Corpus
Christi, Texas 78408.
I. BACKGROUND
1.1. Purpose of Agreement. Corporation is atax-supported non-profit corporation,
whose primary income is from sales tax collected within the City of Corpus Christi and
dedicated exclusively to economic development. This sales tax supporting Corporation
was 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
this agreement are generally described as follows:
1. SCORE will providie assistance to small businesses and persons and entities
desiring to begin and operate a small business in Corpus Christi by mentoring
clients; conducting workshops; and advising clients as to business plans, pro
formas, forms of business entity, financial implications, and all other aspects of
small business operations.
2. SCORE will retain an executive assistant/coordinator to assist the SCORE
volunteers in administering the assistance program. SCORE will engage in a
limited advertising campaign to publicize the assistance program.
3. The performance requirements shall be continuously maintained during the
entire term of this agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants,
warranties, and agreements of the parties, it is agreed as follows:
II. ECONOMIC BENEFITS AND INCENTIVES AND PERFORMANCE
REQUIREMENTS
2.1. BY THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT
CORPORATION
2009-183 page 1 of 15
Res. 028162
05/12/09 ,emAgree~neot oa3o2o09
SCORE Chapter 221
1. Money Grant:
1. Corporation will reimburse SCORE by grant for all direct expenses
related to the project. The total reimbursements may not exceed Fifty
Thousand Dollars ($50,000.00), subject to the performance requirements
of SCORE and the conditions precedent set forth in Schedule A.
2. Failure by Corporation to timely reimburse SCORE is an act of default
by Corporation giving SCORE. As its sole remedy is the right to be
reimbursement of the contracted amount, which is further limited to the
terms and conditions contained in Article VII, paragraph 7.1, of this
agreement.
SCHEDULE A
SCORE's CONDITIONS SCORE's TIME OF CORPORATION's
PRECEDENT AND PERFORMANCE PERFORMANCE
PERFORMANCE REQUIREMENTS
REQUIREMENTS
1. Employment of a August1, 2009 through July Reimbursement of SCORE
contract executive 31, 2010 expenses up to a total of $
assistant/ coordinator, with 50,000.00, payable within
an average annual salary of 45 days of invoicing for
$25,000, to assist the expenses under this
SCORE volunteers to agreement.
provide assistance to small
businesses and persons
and entities desiring to
begin and operate a small
business in Corpus Christi.
2. SCORE volunteers to
provide assistance to small
businesses and persons
and entities desiring to
begin and operate a small
business in Corpus Christi
by:
a. Mentoring clients.
b. Conducting workshops.
c. Advising clients as to
business plans, pro formas,
form of business enti ,
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SCORE 4A Small Business Development Agreement 04302009
financial implications, and
all other aspects of small
business operations.
d. Conducting a limited
advertising campaign to
publicize the assistance
program to small
businesses.
2.2. BY SCORE
1. Investment-Facility: SCORE is not required to make a capital investment,
however SCORE shall perform the performance requirements as set forth in
Schedule B.
SCHEDULE B
SCORE's PERFORMANCE SCORE's TIME OF PERFORMANCE
REQUIREMENTS
Providing 1620 hours of general and Beginning August 1, 2009 and continuing
technical services to small businesses until July 31, 2010.
through volunteer counselors.
2. Employment: SCORE shall comply with the employment requirements set
forth in Schedule C.
SCHEDULE C
SCORE's PERFORMANCE SCORE's TIME OF PERFORMANCE
REQUIREMENTS
Maintain not less than one contract July 31, 2010
executive assistant/coordinatoryosition
with an average annual salary of $25,000.
3. Failure by SCORE to timely and fully comply and to continue to comply with
any performance requirements of this paragraph is an act of default.
111. REPORTING AND MONITORING
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SCORE 4A Smell Business DevebpmeM Agnsement 04302009
3.1. Reports and Monitoring: SCORE agrees to the following reporting and
monitoring provisions, and failure to fully and timely comply with any one requirement is
an act of default.
1. SCORE shall provide an annual report certirying the status of compliance
through the life of the agreement. In addition to the annual report, SCORE shall
submit a quarterly report to document the jobs created. The quarterly report may
be in the form of quarterly IRS 941 returns, SCORE employer Quarterly Reports,
or employee rosters that show the hours worked and the positions filled, and
other reports as may reasonably be required.
2. SCORE shall provide quarterly reports on its performance requirements. The
reports must document:
1. Number of face to face consultations between SCORE volunteers and
small business owners or prospective owners.
2. Number of workshops with description of workshop and number of
attendees.
3. Number of small business owners or prospective owners who were
provided counseling by email or on-line services.
3. SCORE, during normal working hours, at its Corpus Christi, Texas, facility,
shall allow Corporation and its designee, the City's Economic Development
Department ("Department"), reasonable access to SCORE's employment records
and books, to verity 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 records and information shall be maintained
by Corporation and Department, unless the records and information 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. SCORE 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 in this agreement or SCORE's request for
funding, or any failure to timely and fully perform the performance requirements in this
agreement is an act of default by SCORE. Failure to comply with any one covenantor
warranty is an act of default by SCORE.
1. SCORE is duly organized, validly existing, and in good standing and
authorized to do business in the State of Texas, under the laws of the State of
Texas, has all power and authority to carry on its business as presently
conducted in Corpus Christi, Texas.
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SCORE 4A Small Business l~vebgnent Agreement 64302009
2. The execution of this agreement has been duly authorized by SCORE's board
of directors; the officer signing this agreement is an officer of the organization,
empowered to execute the agreement and bind the organization; the
authorization, signing, and binding effect is not in contravention of any law, rule,
regulation, or the provisions of SCORE's by-laws, or of any agreement or
instrument to which SCORE is a party or by which it may be bound; the authority
to be evidenced by an organizational resolution, attached to this agreement at
the time of execution.
3. SCORE has the authority to enter into and perform, and will perform, the
terms of this Agreement.
4. SCORE has timely filed and will timely file all local, State, and Federal tax
reports and returns required by law to be filed and all taxes, assessments, fees,
and other governmental charges, including applicable ad valorem and
employment taxes, have been timely paid, and will be timely paid, during the
term of this Agreement.
5. No litigation or governmental proceeding is pending or, to the knowledge of
SCORE or SCORE's officers, threatened against or affecting SCORE that may
result in any material adverse change in SCORE'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 execution of
this agreement or the transactions contemplated hereby.
5. No certificate, statement, or information provided by SCORE to Corporation or
the City of Corpus Christi in connection with any transaction contemplated by this
agreement, contains any untrue statements or fails to state any fact necessary to
keep the statements contained in the statement from being misleading.
6. To the best of its knowledge, SCORE has acquired and maintained all
necessary rights, licenses, permits, and authority to carry on its business
operations in Corpus Christi, Texas, and will continue to use its best efforts to
maintain all necessary rights, licenses, permits, and authority.
7. The funds granted in this agreement must be utilized solely for the purpose:
1. Offsetting the cost of creating and maintaining the one (1) employment
position at SCORE's Corpus Christi facility.
2. Assisting small businesses and persons and entities desiring to begin
and operate a small business in Corpus Christi by:
1. Mentoring clients.
2. Conducting workshops.
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SCARE 4A Small Business Devebpment Agreement 04302009
17. SCORE agrees to provide information, reports, or statements respecting its
business operations and financial condition as Corporation may reasonably
request from time to time.
4.2. 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. SUSPENSIONSfTERMINATIONS
5.1. Corporation, under the following circumstances, and at its sole discretion, may
suspend its obligations under this agreement or terminate this agreement and recapture
from SCORE any of the money grants or consideration paid by Corporation to SCORE,
without liability to SCORE, upon any one of the following events, which are an act of
default.
1. The appointment of a receiver of SCORE, or of all or any substantial part of its
property, and the failure of the receiver to be discharged within sixty (60) days
thereafter.
2. The adjudication of SCORE as bankrupt.
3. The filing by SCORE of a petition or an answer seeking bankruptcy,
receivership, reorganization, or admitting the material allegations of a petition
filed against it in any bankruptcy or reorganization proceeding.
VI. DEFAULT
6.1. Events of Default. Should SCORE fail to timely, fully, and completely comply with
any one or more of the requirements, obligations, duties, terms, conditions or warranties
of this agreement the failure shall be an act of default by SCORE 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 that SCORE's liability under this agreement shall be limited to
the recapture from SCORE any of the money grants or consideration paid by
Corporation to SCORE under this agreement. Corporation shall not be liable to SCORE
for any alleged consequential damages. Additionally, the following events shall
constitute a defauR of this Agreement:
1. The Corporation or City determines that any representation or warranty on
behalf of SCORE 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;
2. Any judgment is assessed against SCORE or any attachment or other levy
against the property of SCORE with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 30 days.
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SCORE 4A Small Business DevebpmentAgreement 04302009
3. If taxes on the Facility become delinquent, and SCORE fails to timely and
properly follow the legal procedures for protest or contest.
4. SCORE changes the general character of business as conducted of the date
this Agreement is approved by the Corporation.
6.2. In the event of unforeseeable third party delays in the performance of this
Agreement or force majeure and upon a reasonable showing by SCORE that it has
immediately and in good faith commenced and is diligently and continuously pursuing
the correction, removal, or abatement of delays by using its best efforts, Corporation
may consent to and excuse delays, which consent and excuse shall not be
unreasonably withheld. Failure by SCORE to use its best efforts as required in this
paragraph shall be an act of default. Force majeure means severe weather, such as
tornadoes or flooding, named storms or hurricanes, wars, riots, and the unavailability of
necessary and essential equipment and supplies from all sources.
6.3. Any delay for any amount of time by Corporation in providing notice of default to
SCORE shall in no event be deemed or constitute a waiver of the default by Corporation
of its rights and remedies available under this agreement, or in law or equity.
6.4. Any waiver granted by Corporation to SCORE of any covenant or condition, the
breach of any covenant or condition of this Agreement, or of an act of default shall not
be deemed or constitute a waiver of any other existing or future breach of a covenant or
condition, or act of default by SCORE or of a subsequent breach of the same covenant
or condition or act of default of the same act or event by SCORE.
6.5. 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.
6.6. Any waiver or indulgence of SCORE's default may not be considered an estoppel
against the Corporation.
6.7. 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 SCORE, 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:
1. SCORE shall pay Corporation reasonable attorney fees and costs of court to
collect amounts due to Corporation.
2. The Corporation shall have no further obligations to SCORE under this
Agreement.
3. Neither the City nor the Corporation may be held liable for any consequential
damages.
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4. The Corporation may pursue all remedies available under law.
6.8. SCORE shall give Corporation written notice of any act of default by Corporation,
and 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 SCORE to
pursue its legal remedies as provided in this agreement.
VII. CORPORATION'S LIABILITY LIMITATIONS
7.1. Payments: SCORE specifically agrees that Corporation shall only be liable to
SCORE for the actual amount of the money grants to be conveyed to SCORE, and shall
not be liable to SCORE 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
SCORE during the term 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, 2009, through July 31, 2010. 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
SCORE 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 to SCORE shall also require a written request from SCORE to be accompanied
by all necessary supporting documentation. Corporation shall have forty-five (45) days
to make payment after receipt of the payment request. The payment request should be
directed to the address provided for Corporation below.
VIII. DEFINITIONS
As used in this agreement, the following words or phrases shall have the following
meanings:
8.1. City of Corpus Christi or City means the governing municipal corporation and the
area that is within the city limits of the City of Corpus Christi, Texas.
8.2. Compliance means timely, fully, and completely performing or meeting each and
every requirement, obligation, duty, condition, or warranty as stated in this agreement.
Compliance means complete compliance and does not mean substantial compliance.
8.3. Act of Default means failure to timely and fully comply with one or more
requirements, obligations, duties, terms, conditions, or warranties, as stated in this
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SCORE 4A Small Business DevebpmeM Agreement 04302009
agreement. Corporation may, in its sole discretion, accept substantial compliance in
lieu of full compliance by waiving the act of default solely by an instrument in writing.
8.4. Insolvent means failure to timely pay debts in the ordinary course of business or
cannot pay debts as they become due, or is insolvent within the meaning of the federal
bankruptcy law.
8.5. Force Majeure means severe weather, such as tornadoes, flooding, named storms,
hurricanes, 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 the latest
date that either party executes this Agreement.
9.2. Term. The term of this Agreement is expires on July 31, 2010. This agreement
may be renewed for an additional one year period upon mutual consent of both parties,
and the availability of Corporation funds that have been authorized for this purpose.
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 fulfill an obligation, as set
forth in this agreement. The termination of this Agreement extinguishes all rights,
duties, obligations, and liabilities of the parties under this Agreement, except all rights,
duties, liabilities, and obligations accrued prior to the termination shall survive
termination.
9.4. Compliance with Laws. This Agreement is subject to all legal requirements in the
City Charter and Code of Ordinances of the City of Corpus Christi and all other
applicable county, state, and federal laws. SCORE 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 is binding upon the parties to this agreement and
their successors and assigns. However, SCORE 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.
9.6. Indemnity. SCORE covenants to fully indemnify, save, and hold
harmless the Corporation, the City, their respective 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
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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 SCORE
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 /ndemnitees. SCORE 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 costs and expenses of any
kind arising from the liability, damage, loss, claims, demands, or
actions.
9.7. Buy Local Provision. SCORE 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. 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.
9.8. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage
prepaid, addressed as follows:
SCORE Chapter 221
SCORE
Go. Ben F. McDonald
3649 Leopard St., Suite 411
Corpus Christi, Texas 78408
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
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scoRE as smen s~siness oevelopmeM Agreement oa3o2oo9
SCORE Chapter 221
By: o
Jack White
Chair
Date: ~ -~ ~~~
The State of Texas§
County of Nueces§
Before me on this day, Jack White, Chair, SCORE Chapter 221, personally appeared,
known to me to be the person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed this agreement stated as the act of SCORE,
for the purposes and consideration expressed in the instrument.
Given under my hand and seal of office this the ~ day of , 2009.
of
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