HomeMy WebLinkAboutC2010-120 - 4/13/2010 - ApprovedSMALL BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI
BUSINESS AND JOB DEVELnPMENT CORPORATION AND COASTAL BEND
WQRKFORCE DEVELOPMENT BOARD FDR PROMOTION DF THE SMALL
BUSINESS STUDENT INTERN PROGRAMS AT TEXAS A & M UNIVERSITY -
CDRPUSCHRISTI AND DEL MAR COLLEGE
This Small Business Incentive Agreement ("Agreement"} is entered into between the
Corpus Christi Business and Job Development Corporation ~"Corporation"} and Coastal
Bend Work#orce Development Board, doing business as Workforce Solutions of the
Coastal Bend ["Workforce Solutions"}.
WHEREAS, the Texas Legislature in Section 4A of Article 5190.5, Vernan's Texas
Revised Civil Statutes Development Corporation Act of 1979}, now codified as Subtitle
C1, Titie 12, Texas Local Government Cvde, 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 of one-eighth of one percent to be imposed
far 15 years;
_ WHEREAS, the 118th 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 Jvb ^evelapment Corporation exists for
the purposes of encouraging and assisting entities in the creation of jobs for the citizens
of Corpus Christi, Texas;
WHEREAS, the Board of Directors of the Corporation ("Beard"}, on September 10,
2007, amended the Corporation's Guidelines and Criteria for Granting Business
Incentives;
WHEREAS, Section 501.073, Texas t_ocal Government Cade, requires the City Council
tv approve all programs and expenditures of the corporation;
WHEREAS, the City Council approved the Corporation's amended Guidelines and
Criteria for Granting Business Incentives on September 18, 2007;
WHEREAS, Workforce Solutions has requested business development funds from the
Beard to assist small businesses by promoting the small business student intern
programs at Texas A & M University -Carpus Christi ~"TAMU-CC"} and Del Mar
College ~"Del Mar"] to small businesses in the City;
~~~~-12~ Page 1 of 11
Res. 028544
~11~11.QNT -- Warlcforce Solutions Interns -- 03252010
CB Workforce Devel. Board 'N~~~D
WHEREAS, the student interns will be selected based on the needs of the small
businesses with the goal of providing the businesses with resources that make the
businesses more effective and provide growth opportunities;
WHEREAS, 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;
WHEREAS, the goal of the project is the creation of 1 new full time job for every~l0
student intern positions funded ~a 1 ~°Io new job "return ^n investment"};
WHEREAS, a secondary benefit of the small business student intern programs is
providing students real-world experience, while they are making a living wage without
working extended hours and developing potential full-time employment opportunities
following graduation;
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 Workforce
5vlutions, through this Agreement with Workforce Solutions, to make small business in
the City aware of the benefits of the small business student intern programs at TAMlJ-
CC and Del Mar.
Inconsideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and Workforce Solutions 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 four months from April 1, 2810 through July
31, 2010.
3. Grant.
a. The Corporation will grant Workforce Solutions an incentive of up to Twelve
Thousand Seven Hundred 5ixry ^ollars ~$1 ~,7~DA0}, which must be used tv
fund two part-time student interns, why will be paid twice the minimum wage,
while participating in Workforce 5vlutions' Small Business Employer Intern
Program.
b. The Corporation's grant conditioned upon Workforce Solutions' successful
completion of the terms of this Agreement, including, but not limited to, the
performance requirements and conditions precedent in Section 4 of this
Agreement.
c. The Corporation`s grant shall be paid in monthly installments based upon
evidence of the amount paid by Workforce 5afutions to its student interns during
the prior month.
Page ~ of 11
BUSINESS INCENTIVE AGREEMENT --Workforce 5vlutions Interns -- a325201U
4. Workforce Solutions' Duties and Responsibilities.
a. Workforce Solutions shall provide small business employer outreach and
promotional activities to support the Small Business Student Intern Projects at
TAMU--CC and ^el Mar,
b. Workforce Solutions shall employ at least two student interns with the funds
granted under this Agreement, who will work with the Workforce Solutions
Business Services Team tv research and contact small businesses that may
benefit from the TAMU-CC and Del Mar small business student intern programs.
The goal of the Workforce Solutions' small business student intern program is to
contact 75 small business employers to encourage their participation in the
TAMU-CC and Del Mar small business student intern programs. The
Workforce Solutions' student interns shall refer the small business employers to
TAMU--CC and Del Mar.
c. Workforce Solutions' student interns in the small business outreach and
promotional activity must work at least twenty (2d} hours per week for up to
sixteen X16} weeks.
d. Workforce Solutions shalt provide administrative oversight, direct supervision,
:.and workplace resources for the student interns funded under the grant from the
Corporation.
e. Workforce Solutions shall pay the student interns funded under this
Agreement an hourly wage of twice Federal minimum wage, far a wage of $14.5
per hour, plus administrative and personnel costs.
f. The outreach and promotional activity services to be provided under this
Agreement are provided vn a cast reimbursement basis. Workforce Solutions
shall invoice the Corporation for the above costs after they are incurred and
documented.
g. Workforce Solutions shall continuously meet the performance requirements in
this section during the entire term of this agreement.
5. Reports and Monitoring.
a. Workforce Solutions shalt provide a report at the end of the term of this
Agreement, certifying the status of compliance through the life of the Agreement.
Documentation for jobs may be in the form of quarterly IRS 941 returns,
Workforce Solutions employer Quarterly Reports, or employee rosters that show
the hours worked and the positions filled, and such other reports as may
reasonably be required.
b. Workforce Solutions, during normal working hours shall allow the Corporation
and its designee, City of Corpus Christi Economic ^evelopment Department,
reasonable access to Workforce Solutions' employment records and books, to
Page 3 of 11
BUSINESS INCENTIVE AGREEMENT -- Workforce Solutions Interns -- 0325201fl
verify employment and all other relevant records related to each of the other
economic development considerations and incentives, as stated in this
Agreement, but the confidentiality of the records and information must be
maintained by Corporation and its designee, unless such records and information
shall be required by a court order, a lawfully issued subpoena, or a# the direction
of the office of the Texas Attorney General.
5. Warranties. Workforce Solutions warrants and represents to Corporation the
following:
a. Workforce Solutions has the authority to enter into and perform, and will
perform, the terms of this Agreement,
b. The individual executing this Agreement an behalf of Workforce Solutions is
duly authorized to execute this Agreement on behalf of Workforce Solutions.
c. No litigation or governmental proceeding is pending or, to the knowledge of
Workforce Solutions ar Workforce Solutions' officers, threatened against or
affecting Workforce Solutions that may result in any material adverse change in
Workforce Solutions' business, properties, or operations. No consent, approval,
yr authorization of or registration or declaration within any governmental authority
is required in connection with the execution of this Agreement or the transactions
contemplated by this Agreement.
d. No certificate, statement, or information provided by Workforce Solutions to
Corporation ar 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 certificate, statement,
^r information from being misleading.
e. Tv the best of its knowledge, Workforce Solutions has acquired and
maintained all necessary rights, licenses, permits, and authority to carry out this
Agreement, and will continue to use its best efforts to maintain all necessary
rights, licenses, permits, and authority.
f. The funds granted through this Agreement must be utilized solely for the
purpose of offsetting the cost of creating and maintaining the interns for
Workforce Solutions' Small Business Employer Intern Program.
g. Workforce Solutions shall complete the project required by this Agreement,
and shall provide and staff the required employment positions, investment, and
other economic development considerations described in this Agreement.
h. Workforce Solutions shall timely and fully comply with all of the terms and
conditions of this Agreement.
i. Workforce Solutions has received a copy of the Subtitle C1, Title 12, Texas
Local Government Code, which governs development corporations, and
Page 4 of 11
BUSINESS INCENTIVE AGREEMENT -- Workforce Solutions lntems -- 03252010
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.
j. In the event it is determined by Corporation or City of Corpus Christi that funds
provided under this Agreement were not used as authorized by State law, then
Workforce Solutions shall repay the funds to the Corporation within 30 days of
written notice requesting reimbursement.
k. If an audit determines that the funds were not used far authorized purposes ,
Workforce Svlutians agrees to reimburse Corporation for the sums of money
spent for purposes not authorized by law within 30 days written notice requesting
reimbursement.
i. There are no bankruptcy proceedings currently pending concerning Workforce
Solutions, nor are any such proceedings contemplated by Workforce Solutions,
as of the date of execution of this Agreement by Workforce Solutions.
m. Workforce Solutions shall provide information, reports, or statements
respecting its business ^perations and financial condition as Corporation may
reasonably request from time to time.
7. Ail .representations, warranties, covenants, and agreements of the parties, as well as
any rights and benefits of the parties pertaining to the transaction contemplated by this
.Agreement, shall survive the original execution date of this Agreement.
8 Compliance with Laws. Workforce Solutions shall observe and obey all applicable
laws, ordinances, regulations, and rules of the Federal, State, county, and city
governments.
9. Non-Discrimination. Workforce Svlutians covenants and agrees that Workforce
Solutions 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, ar in any manner prohibited by the laws ^f the United States or the State of
Texas.
10. Farce Majeure, If the Corporation or Workforce Solutions 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 Workforce Solutions are temporarily
suspended during cantinuativn of the force majeure. If either party's ^bligation 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.
11. Assignment, Workforce Solutions may not assign all or any part of its rights,
privileges, or duties under this Agreement without the prior written approval of the
Page 5 of 11
BUSINESS INCENTIVE AGREEMENT -- Workforce Solutions Interns -- ~3252U10
Corporation and City. Any attempted assignment without approval is void, and
constitutes a breach of this Agreement.
7~. indemnify. To the extent authorized by law, Workforce Solu#ions
covenants #v fully indemnify, save, and hold harmless the
Corporation, the Cify, their respective officers, employees, and agents
("Indemnitees "} against all liability, damage, lass, claims demands,
and actions of any kind on account of personal injuries (including,
without limiting the foregoing, workers' compensation and death
ctaims~, or property toss or damage of any kind, which arise out of or
are in any manner connected with, or are claimed fo arise out of or be
in any manner connected with Workforce Solutions activi#ies
conducted under or incidental fo this Agreemen#, including any injury,
loss or damage caused by the sole or contribu#ory negligence of any
or all ^f the Indemnifees. Workforce Solutions must, of ifs 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 fo lndemni#ees, and
pay all charges of attorneys and all other cast and expenses of any
kind arising from the liability, damage, toss, claims, demands, or
actions.
13. Events of Default. The following events constitute a default of this Agreement:
a. Failure of Workforce Solutions to timely, fully, and completely comply with any
one ar more of the requirements, obligations, duties, terms, conditions, or
warranties of this Agreement.
b. The Corporation or City determines that any representation yr warranty on
behalf of Wvrkfvrce Solutions contained in this Agreement yr in any financial
statement, certificate, report, or opinion submitted to the Corporation in
connection with this Agreement was incorrect yr misleading in any material
respect when made;
14. Notice of ^efault. 5hvufd the Corporation or City determine that Workforce
Solutions is in default according tv the terms of this Agreement, the Corporation ar City
shall notify Wvrkfvrce Solutions in writing of the event of default and provide fifi days
from the date of the native ("Cure Period"} for Workforce Solutions to cure the event of
default.
15. 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 Workforce Solutions, as determined by the
Page fi of 11
BUSINESS INCENTIVE AGREEMENT -• Workforce Solutions Interns -- 03252010
board of Directors of the Corporation, the following actions must be taken for any
default that remains uncured after the Cure Period.
a. Workforce Solutions shall immediately repay all funds paid by Corporation
under this Agreement.
b. Workforce Solutions 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 Workforce Solutions
under this Agreement.
d. Neither the City nor the Corporation may be held liable for any consequential
damages.
e. The Corporation may pursue al! remedies available under law.
1 fi. No Waiver.
a. No waiver of any covenant yr 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 covenantor
- 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 Workforce Solutions' default may not be
considered an estoppel against the Corporation.
d. It is expressly understood that if at any time Workforce Solutions is in default
in any of its conditions or covenants of this Agreement, the failure an 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.
17. Limitation on Corporation's Liability. Workforce Solutions specifically agrees #hat
Corporation shall only be liable to Workforce Solutions for the actual amount of the
money grants to be conveyed tv Workforce Solutions ,and shall not be liable to
Workforce Solutions far 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.
a. Payment by Corporation is strictly limited to those funds so allocated,
budgeted, and collected solely during the grant term of this Agreement, being
April 1, 201 ~, through July 31, 2010.
Page 7 of 11
BUSINESS INCENTIVE AGREEMENT -• Workforce Solutions Interns -- 03252010
b. Corporation will use its best efforts tv anticipate economic conditions and to
budget accordingly.
c. 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 tv each contracting parties' grant amount far 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.
d. Payments tv be made shall also require a written request from Workforce
Solutions to be accompanied by all necessary supporting documentation.
1$. NDtlceS,
a. Any required written notices shall be sent mailed, certified maii, postage
prepaid, addressed as follows:
Workforce Solutions:
Workforce Solutions of the Coastal bend
clo Larry Demieville
Director of Business Development
520 N. Staples Street
Corpus Christi, Texas 78401
Corporation:
City of Corpus Christi
Business and Jab ^evelopment Corporation
Attn.: Executive Director
12x1 Leopard Street
Corpus Christi, Texas 784D1
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.Q. Box 9277
Corpus Christi, Texas 78489-9277
c. Notre is effective upon deposit in the United States mail in the manner
provided above.
Page 8 of 11
BlJ51NE55 INCENTIVE AGREEMENT -- Workforce Solutions Interns -- t33~52D1{)
19. Incorporation of Other Documents. The Corpus Christi Business and Jab
^evelopment Corporation Guidelines and Criteria for Granting Business Incentives
{"Corporation Guidelines"}, as amended, are incorporated into this Agreement.
~0. Amendments or Modifications. No amendments yr 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.
21. Relationship of Parties. In performing this Agreement, both the Corporation and
Workforce Solutions 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 parry may not be, nor be construed to be,
the employees or agents of the other parry for any purpose.
2~. Captions. The captions in this Agreement 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.
23. 5everabiiity.
a. If for any reason, any section, paragraph, subdivision, clause, provision,
phrase yr ward of this Agreement or the application of this Agreement to any
person or circumstance is, to any extent, held illegal, invalid, ^r 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
yr provision to persons or circumstances other than those as tv 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 yr provision is held illegal, invalid, or
unenforceable under present yr 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 yr
provision, as similar in terms to the illegal, invalid, or unenforceable clause yr
provision as may be possible and be legal, valid, and enforceable, will be added
to this Agreement automatically.
~4. Venue. Venue for any legal action related to this Agreement is in Nueces County,
Texas.
25. Sole Agreement. This Agreement constitutes the sole Agreement between
Corporation and Workforce Solutions. Any prior Agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no
farce and effect.
Page 9 of 11
Bu51NESS INCENTIVE AGREEMENT --Workforce 5vlutions Interns -- 43252UiU
26. Survival of Terms of Agreement and obligations of Parties, The terms of this
Agreement and the following obligations of the parties survive the termination of this
Agreement:
a. Payment by the Corporation of the portion of the grant far salaries of interns
during the ~fl1 a summer session under Section 5.c.
b. Workforce Solutions' record keeping and reporting requirements under
Sections 4, 5, and 6.
c. Workforce Solutions' duty to repay funds not used for an authorized purpose
under Section 7.
Corpus Christi Business & Job Development Corporation
By:
Elo Salazar
President
Date: y~ ~ q ` ~ ~
Attest.
By:
Armando Chapa
Assistant Secretary
Page 1 a of 11
~ ~t~~HO~~~i~
n ~o~~rl~ ....~~1 ~~-'
.. ''t~-
sFi~Rr
~~
BUSINESS INCENTIVE AGREEMENT -- Wvrtcfar~e 5alutior~s Interns -- 03252U11J
Coastal Bend Workforce De--elopment board
By: -~ ~~
Be illiams
Interim PresidentlCED
Date: ~, I~/~
THE STATE DF TEXAS §
COUNTY OF NUECES §
YID~N.d D~l,A ~ E5
~~i` ~ p~?Ait1
This instrument was acknowledged before me on ~f ~ ~ , 261 D, by
Beejay Williams, interim PresidenilCEC, Coastal Bend Workforce Development Board,
a Texas n9nprafit corporation, for the corporation.
Notary Pu is
-Mate of Texas
Page 11 of 11
BUSINESS INGENTIVE AGREEMENT -- Workforce Solutions Interns -- 03252010