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HomeMy WebLinkAboutC2010-355 - 8/31/2010 - ApprovedSMALL BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND COASTAL BEND WORKFORCE DEVELOPMENT BOARD FOR PROMOTION OF THE SMALL BUSINESS STUDENT INTERN PROGRAMS AT TEXAS A & M UNIVERSITY - CORPUS CHRISTI 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 Workforce Development Board, doing business as Workforce Solutions of the Coastai Bend ("Workforce Solutions"). 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 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 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 i , 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, the Board of Directors of the Corporation {"Board"), on September 10, 2007, amended the Corporation's Guidelines and Criteria for Granting 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 far Granting Business incentives on September 18, 2007; WHEREAS, Workforce Solutions has requested business development funds from the Board to assist small businesses by promoting the small business student intern programs at Texas A & M University -Corpus Christi ("TAMU-CC") and Del Mar College. ("Del Mar") to small businesses in the City; 2010-35f Page 1 of 11 Res. 028754 0813111~GREEMENT --Workforce Solutions Interns -- 0$102010 CB Workforce Devel. Bd. ~~~~ 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 ofi the project is the creation of 1 new full time job for every 10 student intern positions funded (a 10% new job "return on investment"); WHEREAS, a secondary benefit of the small business student intern programs is providing students real-world experience, while they are making a livif~g wage without working extended hours and developing potential full-time employment opportunities following graduation; WHEREAS, the Board has determined tha# it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to Workforce Solutions, 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 TAMU- CC and Del Mar. In consideration 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 from August 1, 2010 through July 31, 2011. 3. Grant. a. The Corporation will grant Workforce Solutions an incentive of up to Twenty Thousand Eight Hundred Eighty Dollars ($20,880.00), which must be used to fund two part-time student interns, who will be paid twice the minimum wage, while participating in Workforce Solutions' 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 Solutions to its student interns during the prior month. Page 2 of 11 SMALL BUSINESS INCENTIVES AGREEMENT -- Workforce Solutions Interns -- 08102010 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 Del 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 to 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 (20) hours per week for up to twelve (12} weeks during each of the following periods: Fall Semester of 2010, Spring Semester of 2011, and Summer Session of 2011. d. Workforce Solutions shall 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, for a wage of $14.50 per hour, plus administrative and personnel costs. f. The outreach and promotional activity services to be provided under this Agreement are provided on a cost 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 shall 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 Development Departmen#, Page S of 11 SMALL BUSINE55 INCENTIVES AGREEMENT:-- Workforce Solutions Interns -- 68102410 reasonable access to Workforce Solutions' 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. 6. Warranties. Workforce Solutions warrants and represents to Corporation the following: a. Work#orce Solutions 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 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 or 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, 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 by this Agreement. d. No certificate, statement, or information provided by Workforce Solutions 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, Workfiorce 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. Page 4 of ~ 1 SMALL BUSINESS INCENTIVES AGREEMENT -- Work#orce Solutions Interns -- 0$102010 i. Workforce Solutions 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 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 sha[I 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 , Workforce Solutions 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 operations and financial condition as Corporation may reasonably request from time to time. 7. 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. 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 Solutions 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, or in any manner prohibited by the Paws of the United States or the State of -Texas. 10. Force 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 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. Page 5 of 11 SMALL BUSINESS INCENTIVES AGREEMENT -- Workforce Solutions Interns -- 08102010 11. Assignment. Workforce Solutions may not assign afl 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. i2. Indemnity. To the extent authorized bylaw, Workforce Solutions covenants to fully indemnify, save, and hold harmless the Corporation, the City, their respective officers, employees, and agents ("lndemnifees ") against all liability, damage, loss, claims demands, and actlons 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 Workforce Solutions activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or al! of the Indemnitees. Workforce Solutions 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 afforneys and all other cost and expenses of any kind arising from the liability, damage, loss, 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 or more of the requirements, obligations, duties, terms, conditions, or warranties of this Agreement, b. The Corporation or City determines that any representation or warranty on behalf of Workforce Solutions 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; 14. Notice of Default. Should the Corporation or City determine that Workforce Solutions is in default according to the terms of this Agreement, the Corporation or City shall notify Workforce Solutions in writing of the event of default and provide 60 days from the date of the notice ("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 Page 6 of 11 SMALL BUSINESS INCENTIVES AGREEMENT -- Workforce Solutions Interns -- 08102016 that might have occurred through no fault of Workforce Solutions, 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. a. Workforce Solutions shall immediately repay alf 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 all remedies available under law. 16. No Waiver. a. No waiver of any covenant or condition, or the breach afi 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 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 defiault 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. 17. Limitation on Corporation's Liability. Workforce Solutions specifically agrees that Corporation, shall only be liable to Workforce Solutions for the actual amount of the money grants to be conveyed to Workforce Solutions ,and shall not be liable to Workforce Solutions for any actual or consequential damages, director indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Page 7 of 11 SMALL BUSINESS INCENTIVES AGREEMENT --Workforce Solutions Interns -- 48102010 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 at 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 Workforce Solutions to be accompanied by all necessary supporting documentation. 18. Notices. a. Any required written notices shall be sent mailed, certified mall, postage prepaid, addressed as follows: Workforce Solutions: Workforce Solutions of the Coastal Bend c/o Larry Demieville Director of Business Development 520 N. Staples Street Corpus Christi, Texas 78401 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Chris#i, 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 Page 8 of 11 SMALL BUSINBS5INCBNTIVI;S AGRBi;MBNT -- Workforce Solutions Interns -- 08102014 c. Notice is effective upon deposit in the United States mail in the manner provided above. i9. Incorporation of Other Documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business incentives ("Corporation ,Guidelines"), as amended, are incorporated into this Agreement. 20. 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. 21. Relationship of Parties. In performing this Agreement, both the Corporation and Workforce Solutions 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. 22. 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. 23. 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 Agreemen# 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 fiuture_law effective during the_.te_r_m 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. 24. 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 Page 9 of 11 SMALL BUSINESS INCENTIVES AGREEMENT -- Workforce Solutions Interns -- 08102010 representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 26. Survival of Terms of Agreement and Obligations of Parties. The terms of this Agreement and the fofiowing 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. 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: Eloy lazar President Date: ~ ~ ©~~~ Attest: By: Armando Chapa Assistant Secretary Page 1.0 of 11 ~• _,na ~ AUfH Rl~k~ ~ Cafltl~fC1~... ~~3! (0 .,.........,.........,..,,.... ?4 ~ S~'CIRETARv ~7 . SMALL BUSINESS INCENTIVES AGREEMENT -- Workforce Sclutions Interns -- 08102010 Y Coastal Bend Workforce Development Board By: Ken Trevino PresidentlCEO Date: ~` Z~5 t ~ THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on ~ ~~--~ , 2010, by Ken Trevino, PresidentlCEO, Coastal Bend Workforce Development Board, a Texas nonprofit corporation, for the coloration. r ~~ / ~ Ir No ary Public VIOAL J. DE LA CERDA State. of Texas ~ `~ ` Notary f wbfic STATE of TEXAS My Comm. Exp. Aug. 22, 20fA Page 11 of 11 SMALL BUSINESS INCENTIVES AGREEMENT -- Workforce Saiutions Interns -- 08142010