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HomeMy WebLinkAboutC2010-346 - 8/31/2010 - ApprovedSMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND TEXAS A & M UNIVERSITY --CORPUS CHRISTI FOR AN INTERN PROGRAM TO SUPPORT SMALL BUSINESSES This Small Business Incentives Agreement for ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Texas A & M University -- Corpus Christi, a Texas institution of higher education ("TAMU-CC"). WHEREAS, the .Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, empowered local communities with the ability to adopt an options[ 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 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 Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs far the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on September 1D, 2007, amended the Corporation's Guidelines and Criteria for Granting Small business incentives; WHEREAS, Section 501.073, Texas Local Government Code, requires the City Council to approve all programs and expenditures of the corporation; . WHEREAS, the City Council approved the Corporation's amended Guidelines and Criteria for Granting Small business incentives on September 18, 2007; WHEREAS, TAMU-CC has requested business development funds from the Board to assist small businesses by providing access to students, who wilt serve as interns in professional level positions; WHEREAS, the small businesses will pay the student interns minimum wage (currently $7.25 per hour) and TAMU-CC will match the small business contribution. 2D10-346 Page 1 of 11 Res. 025752 08131110~~~ME"T-TAMUCC inter~,s-os2ezo~o.ooc TAMU-CC ~~~~~ WHEREAS, the 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 10 internship positions funded (a 10% new job "return on investment"); WHEREAS, a secondary benefit of the small business intern program 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 small business development funds be provided to TAMU-CC, through this Agreement with TAMU-CC, to be used by TAMU-CC to assist small businesses by providing access to students, who will serve as interns in professional level positions. !n 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. a. The term of this Agreement is for one year from August 1, 2010, through July 31, 2011. b. This Agreement may be extended at the option of the Corporation for up to four additional one year terms, contingent upon annual appropriation of funds and approval of the City Council. c. If this Agreement is extended for subsequent period, this Agreement may be amended by adoption of a revised Schedule A, which is attached to and incorporated into this Agreement. 3. Grant. a. The Corporation will grant TAMU-CC an incentive of up to One Hundred Ninety Thousand Six Hundred Thirty Five Dollars ($190,635.00), which must be used to fund one half of the salary of up to a total of 105 interns during the Fall Semester of 2010, Spring Semester of 2011, and Summer Session in 2011, and the entire salary on an intern hired to help administer the program during the Fall Page 2 of 11 SMALL BUSINESS INCENT]VE AGREEMENT -TAMUCC Interns -08252010.~OC and Spring Semesters and Summer Session. The interns will be paid twice the minimum wage, while participating in TAMU-CC's Small Business Employer Intern Program. b. The Corporation's grant conditioned upon TAMU-CC`s successful completion of the terms of this Agreement, including, but not limited to, the performance requirements and conditions precedent in Schedule A. c. The Corporation's grant shall be paid in monthly installments based upon evidence of the amount paid by TAMU-CC to the small business employers during the prior month. 4. TAMU-CC's Duties and Responsibilities. a. TAMU-CC shall provide adminis#rative oversight and direct supervision far the placement of interns in the TAMU-CC's Small Business Employer Intern Program. b. TAMU-CC shall create and maintain not less than one part-time intern (1) employment position to assist in the Small Business Employer Intern Program in Corpus Christi, Nueces County, Texas, during the term of this Agreement. The intern must be paid twice the minimum wage, which is scheduled to be $7.25 per hour. c. TAMU-CC shall place, with sma[1 businesses in Corpus Christi, the number of interns specified in Schedule A, during each semester or summer session. Since the primary goal of the TAMU~CC's Sma[I Business Employer Intern Program is to provide support to small businesses. in Corpus Christi that will encourage growth, retention, economic development, and job creation, placements must be based on the needs of the small business with the goal of providing the business with resources that make the business more effective and provide growth opportunities for the businesses. d. TAMU-CC shall ensure that the small business employer of each intern pays the student intern the minimum wage, and TAMU-CC shall match the small business employer's payments to the interns. e. TAMU-CC shall try to place the interns for 20 hours per week and 12 weeks per semester or summer session. fi. TAMU-CC shall work with the small businesses that receive interns under the program to encourage the creation of permanent full time jobs for the interns or similarly qualified individuals. 5. .lob Creation Qualification. a. In order to count as a created job under this Agreement, the job must pay wages as required by Section 3$(b) of the Development Corporation Act of 1979, Page 3 of 11 SMALL. BUSINESS INCENTIVE AGREEMENT -TAMUCC Interns -08252010.000 as amended, which is the median wage of the occupation in the Corpus Christi MSA as determined by Texas Workforce Commission`s Texas Industry Profiles report. b. A full-time permanent job is one that provides at least 2,084 hours annually. c. TAMU-CC agrees to confirm and document to the Corporation that each job created as a result of funding provided by this Agreement is maintained throughout the term of this Agreement. d. TAMU-CC agrees to provide Corporation with a sworn certificate by authorized representative of each shall business assisted under this Agreement certifying the number of full-time permanent employees employed by the business assisted through the Intern Program. e. TAMU-CC shall ensure that the Corporation is allowed reasonable access to personnel records of the businesses assisted under this Agreement. S. Reports and Monitoring. a. TAMU-CC shall provide a report at the end of each semester or summer session certifying the status of compliance through the life of the Agreement. Documentation for jobs may be in the form of quarterly IRS 941 returns, TAMU- CC 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. TAMU-CC, during normal working hours shall allow the Corporation and its designee, City of Corpus Christi Economic Development Department, reasonable access to TAMU-CC's employment records and books, to 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 at the direction of the Office of the Texas Attorney General. 7. Warranties. TAMU-CC warrants and represents to Corporation the following: a. TAMU-CC has the authority to enter into and perform, and will perform, the terms of this Agreement. b. The individual executing this Agreement on behalf of TAMU-CC is duly authorized to execute this Agreement on behalf of TAMU-CC. c. No litigation or governmental proceeding is pending or, to the knowledge of TAMU-CC or TAMU-CC's officers, threatened against or affecting TAMU-CC that may result in any material adverse change in TAMU-CC's business, properties, or operations. No consent, approval, or authorization of or registration or Page 4 of 11 SMALL BLfSIN~SS INCENTIVE AGREEMENT-TAMUCC Interns -08252010.DOC 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 TAMU-CC 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 certificate, statement, or information from being misleading. e. To the best of its knowledge, TAMU-CC 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 TAMU- CC's Small Business Employer ]ntern Program. g. TAMU-CC shall complete the project required by this Agreement, and shalt provide and s#aff the required employment positions, investment, and other economic development considerations described in this Agreement. h. TAMU-CC shall timely and fully comply with all of the terms and conditions of this Agreement. i, TAMU-CC has reviewed a copy of the Subtitle C1, Title 12, Texas Local Government Code, which governs development corporations and is available on the State's website, 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. j. In the event it is de#ermined by Corporation or City of Corpus Christi that funds provided under this Agreement were not used as authorized by State law, then TAMU-CC 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 for authorized purposes , TAMU-CC 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 TAMU-CC, nor are any such proceedings contemplated by TAMU-CC, as of the date of execution of this Agreement by TAMU-CC. m. TAMU-CC shall provide information, reports, or statements respecting its business operations and #inancial condition as Corporation may reasonably request from time to time. Page 5 of 11 SMALL BUSINESS INCENTIVE AGREEMENT-TAMUCC Interns -08252D10.DOC 8. All 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, 9. Compliance with Laws. TAMU-CC shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 10. 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, ar in any manner prohibited by the laws of the United States or the State of Texas. 11. 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, ar 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. 12. 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. 93. Indemnity. To the extent authorized bylaw, TAMU-CC covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective ofiFicers, employees, and agents ("Indemnifees") againsf all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers' compensafion and death claims), or property loss or damage of any kind, which arise ouf of or are in any manner connected with, or are claimed to arise ouf of or be in any manner connected with TAMU-CC 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 lndemnifees. TAMU-CC must, at ifs own expense, investigate all fhose claims and demands, attend to their settlement or other disposifion, defend all actions based on fhose claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all Page 6 of 11 SMALL BUSINESS INCENTIVE AGREEMENT -TAMUCC Interns -08252010.DOC other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 14. Events of Default. The following events constitute a default of this Agreement: a. Failure of TAMU-CC 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 or City determines that any representation ar 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 incorrect or misleading in any material respect when made; 15. 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. 16. Results of Uncured Default. After exhausting good faith attempts to address-any default during the-cure Period, and taking inta 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 betaken for any default that remains uncured after the Cure Period. a. TAMU-CC shall immediately repay all funds paid by Corporation under this Agreement. b. TAMU-CC 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 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. 17. 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 covenantor condition of this Agreement, justifies or authorizes the nonobservance on any Page 7 of 11 SMALL BUSINESS INCENTIVE AGREEMENT -TAMUCC Interns -48252014.DQC other occasion of the covenantor 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. 18. Limita#ion on Corporation's Liability. TAMU-CC specifically agrees that Corporation shall only be liable fio 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. a. 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, 2010, through July 31, 2011. b. Corporation will use its best efforts to 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 to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or a# any time in the future, In this event, Corporation will provide all supporting documentation, as requested. d. Payments to be made shall also require a written request from TAMU-CC to be accompanied by all necessary supporting documentation. 19. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Page8of11 SMALL BUSINESS INCENTIVE AGREEMENT -TAMLfCC Interns -08252010.DQC TAMU-CC; Texas A & M University --Corpus Christi Attn: PresidentlCEO 6300 Ocean Drive, Unit 5756 Corpus Christi, Texas 78412-5756 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. 20. Incorporation of Other Documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Small business incentives ("Corporation Guidelines"}, as amended, are incorporated into this Agreement. 21. 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. 22. Relationship of Parties. In perForming this Agreement, both the Corporation and TAMU-CC will act in an individual capacity, and not as agents, representatives, emplayees, 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 far any purpose. 23. 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. Page 9 of 11 SMALL BUSINESS INCENTIVE AGREEMENT -TAMUCC Interns -48252014.~OC 24. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or ward 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 applicatian 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. 25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 26. 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. 27. 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 for salaries of interns during the 2010 summer session under Section 5.c. b. TAMU-CC's record keeping and reporting requirements under Sections 4, 5, and 6. c. TAMU-CC's duty to repay funds not used for an authorized purpose under Section 7. Page 10 of 11 SMALL BUSINESS INCENTIVE AGREEMENT -TAMUCC ]nterns -08252010.DOC Corpus Christi Business & Job Development Corporation By: EI S az r C airperson Date: ~ ~ ~ ~ Attest: By: ~~ Armando Chapa Assistant Secretary Texas A 8~ M University -Corpus Christi By: Paul Meyer Vice Provost `~ Date: ~~,~1~ THE STATE OF TEXAS ~, a~~~l~Rl~ ~r covr~cil...,. D~~3i 10 Y1~~w~~y~t~i~ls~ , sEC~~T1~R ~~j. COUNTY OF NUECES This instrument was acknowledged before me on ~ , 2010, by Paul Meyer, Vice Provost, Texas A & M University -- orpus Christi, a Texas institution of ti her education, on behalf of the university. Notary Public State of Texas a~*arr~+~„^ ~7AM1fSTTi: Wtl1.IAMS ~r~' '" z Notary Public, State of Texas .'+~`~r My Commission Expires ~~~°,f,;~` March 21, 203 Page 11 of 11 SMALL BUSINESS INCENTIVE AGREEMENT-TAMUCC Interns-0&2520i0.ROC SCHEDULE A TAMU-CC's TIME OF TAMU-CC'S CORPORATION'S PERFORMANCE CONDITIONS MAXIMUM PRECEDENT AND PAYMENT PERFORMANCE TOWARD REQUIREMENTS GRANT DURING PERIOD September 1 through Placement of nat mare $'190,635.00 July 31, 2011 than a total of 105 interns with small businesses in Corpus Christi during the Fall Semester of 20'10, Spring Semester of 2011, or Summer Session of 2011, plus employment of 1 intern to assist in program administration during the Fall and Spring Semesters and Summer Session. A -- 1 SMALL BUSINESS INCENTIVE AGREEMENT-TAMUCC Interns-08252014.000