HomeMy WebLinkAboutC2011-476 - 12/6/2011 - ApprovedIzwI IiI �,oI� 4 -7 (a
BUSINESS INCENTIVE AGREEMENT
BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT
CORPORATION AND ASSOCIATED BUILDERS & CONTRACTORS MERIT SHOP
TRAINING PROGRAM, INC. DBA CRAFT TRAINING CENTER OF THE COASTAL
BEND FOR EXPANSION OF THEIR TRAINING FACILITY IN CORPUS CHRISTI
This Business Incentive Agreement for ( "Agreement ") is entered into between the
Carpus Christi Business and Job Development Corporation ( "Corporation ") and
Associated Builders & Contractors Merit Shop Training Program, Inc., a Texas non-
profit corporation, doing business as Craft Training Center of the Coastal Bend
( "CTCCB ").
WHEREAS, the Texas Development Corporation Act( "Act "), now codified as Title 12,
Subtitle C1 (Chapters 501 -507) of the 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 residents;
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 118 cent sales tax authorized by passage of Proposition 2 was
subsequently enacted by the City Council and filed with the Texas Comptroller, effective
April 1, 2003, to be administered by the Corporation's Board of Directors ( "Board ");
WHEREAS, the ordinance adopting the 1/8 cent sales tax specifically provided that the
funds could be used to make grants to organizations to provide training, retraining, and
education to insure the knowledge and skills required for the jobs of the future are in
place;
WHEREAS, the Corporation exists for the purposes of encouraging and assisting
entities in the creation of jobs for the City's residents;
WHEREAS, the Board amended the Corporation's Guidelines and Criteria for Granting
Business Incentives ( "Corporation Guidelines ") on October 18, 2010;
WHEREAS, Section 501.073 of the Texas Local Government Code requires the City
Council to approve all programs and expenditures of the Corporation;
WHEREAS, the City Council approved the amended Corporation Guidelines on
November 9, 2010;
WHEREAS, CTCCB was formed in 1988 in conjunction with industry partners as a
place where area residents could get the skills required to qualify for work in local
industrial companies;
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WHEREAS, CTCCB currently has an enrollment of over 400 students that are receiving
training in an industrial curricula and conducts 1,500 assessments per year for
employment at local industrial companies;
WHEREAS, CTCCB intends to expand its existing training program by adding the new
training stations and new classes at its Corpus Christi location on Leopard Street
( "Facility "), which will allow it to increase their enrollment by up to 50% and train more
students for employment in the local industries;
WHEREAS, the proposed grant from the Corporation will further CTCCB's mission of
education and economic development;
WHEREAS, the local industry produces meaningful, wealth producing jobs that bring in
dollars from outside of the City into the City; and
WHEREAS, CTCCB proposes to invest at least $3,500,000 over a two year period to
increase and expand its training facility in the City;
In consideration of the covenants, promises, and conditions stated in this Agreement,
the Corporation and CTCCB 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 five years beginning on the Effective Date
3. Performance Requirements and Grants.
a. CTCCB shall expand its Facility to add additional training space in order to
expand its existing programs and to develop new programs needed by local and
regional employers.
b. CTCCB shall invest at least $3,500,000 in the expansion of its Facility to be
used for training students and CTCCB shall annually report its actual investments
at the Facility and provide documentation to support its report to the Corporation.
c. The Corporation will reimburse CTCCB for the costs incurred by CTCCB to
expand and improve its Facility in the City, including the purchase of fixtures,
furnishings, and instructional equipment. The amount reimbursed by the
Corporation may not exceed $1,750,000.
d. On the annual anniversary of the Effective Date of this Agreement, CTCCB
shall report to the Corporation the total number of students enrolled and the total
number of course graduates placed with area industry within the City and the
industrial districts in jobs requiring training provided by CTCCB through their
facilities on Leopard Street and the average starting annual salaries paid by each
employer within Corpus Christi during the previous year.
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4. Job Creation Qualification.
a. In order to count as a created job under this Agreement, the job must pay
wages as required by Section 501.162 of the Texas Local Government Code, 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 2,080 hours annually.
5. Buy Local Provision.
a. CTCCB 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.
b. 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 fifty (50) mile radius of
Nueces County.
6. Warranties. CTCCB warrants and represents to the Corporation the following:
a. CTCCB is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Texas, and has all corporate power and authority
to carry on its business as presently conducted in the City.
b. CTCCB has the authority to enter into and perform, and will perform, the
terms of this Agreement to the best of its ability.
c. CTCCB 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 taxes, have
been timely paid, and will be timely paid , during the term of this Agreement.
d. CTCCB has access to the Act, and acknowledges that the funds granted in
this Agreement must be utilized solely for purposes authorized under state law
and by the terms of this Agreement.
e. The parties executing this Agreement on behalf of CTCCB are duly authorized
to execute this Agreement on behalf of CTCCB.
7. Compliance with Laws. CTCCB shall observe and obey all applicable federal, state,
and local laws, ordinances, regulations, and rules.
8. Non - Discrimination. CTCCB covenants and agrees that CTCCB 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
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race, religion, national origin, marital status, sex, age, disability, or in any manner
prohibited by the laws of the United States or the State of Texas.
9. Force Majeure. If the Corporation or CTCCB 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 CTCCB 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.
10. Assignment. CTCCB 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
the City. Any attempted assignment without approval is void, and constitutes a breach
of this Agreement.
11. INDEMNITY. TO THE EXTENT AUTHORIZED BY LAW, CTCCB COVENANTS
TO FULLY INDEMNIFY, SAVE, AND HOLD HARMLESS THE CORPORATION, THE
CITY, AND 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 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 CTCCB'S
ACTIVITIES CONDUCTED UNDER OR INCIDENTAL TO THIS AGREEMENT,
INCLUDING ANY INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR
CONTRIBUTORY NEGLIGENCE OF ANY OR ALL OF THE INDEMNITEES. CTCCB
MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL 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 COST AND EXPENSES OF ANY KIND ARISING FROM THE
LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, OR ACTIONS.
12. Events of Default. The following events constitute a default of this Agreement:
a. Failure of CTCCB 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 the City determines that any representation or warranty on
behalf of CTCCB 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.
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c. Any judgment is assessed against CTCCB or any attachment or other levy
against the property of CTCCB with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 120 days.
d. CTCCB makes an assignment for the benefit of its creditors.
e. CTCCB files a petition in bankruptcy, or is adjudicated insolvent or bankrupt.
f. The taxes owed by CTCCB become delinquent, and CTCCB fails to timely and
properly follow the legal procedures for protest or contest.
g. CTCCB changes the general character of its business as conducted as of the
date this Agreement is approved by the Corporation.
13. Notice of Default. Should the Corporation or the City determine that CTCCB is in
default according to the terms of this Agreement, the Corporation or City shall notify
CTCCB in writing of the event of default and provide sixty (60) days from the date of the
notice ( "Cure Period") for CTCCB to cure the event of default.
14. 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 CTCCB, as determined by the Board, the
following actions must be taken for any default that remains uncured after the Cure
Period.
a. CTCCB shall immediately repay all funds paid by the Corporation under this
Agreement.
b. CTCCB shall pay the Corporation for the reasonable attorney fees and costs
of court incurred by the Corporation to collect any amounts due under this
Agreement.
c. The Corporation shall have no further obligations to CTCCB 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.
15. No Waiver.
a. No waiver of any covenant or condition, or the breach of 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 covenant or
condition of this Agreement, justifies or authorizes the nonobservance on any
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other occasion of the covenant or condition or any other covenant or condition of
this Agreement.
c. Any waiver or indulgence of CTCCB's default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time CTCCB 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 the Corporation may at any time avail itself of any rights or
remedies or elect to terminate this Agreement on account of the default.
16. Limitation of Liability. CTCCB specifically agrees that the Corporation shall only be
liable to CTCCB for the actual amount of the money grants to be conveyed to CTCCB,
and shall not be liable to CTCCB for any actual or consequential damages, direct or
indirect, interest, attorney fees, or costs of court for any act of default by the Corporation
under the terms of this Agreement. Payment by the Corporation is strictly limited to
those funds so allocated, budgeted, and collected solely during the term of this
Agreement. The Corporation shall use its reasonable 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 the 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 the Corporation's customary
and usual costs and expenses, as compared to each contracting party's grant amount
for that year, and the Corporation shall not be liable to for any deficiency at that time or
at any time in the future. In this event, the Corporation will provide all supporting
documentation, as requested. Payments to be made shall also require a written request
from CTCCB to be accompanied by all necessary supporting documentation.
17. Notices.
a. Any required written notices shall be sent by United States certified mail,
postage prepaid, addressed as follows:
CTCCB:
Craft Training Center of the Coastal Bend
Attn: President
7433 Leopard Street
Corpus Christi, Texas 78409
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Corporation:
City of Corpus Christi
Business and Job Development Corporation
Attn.: Executive Director
1201 Leopard Street
Corpus Christi, Texas 78401
b. A copy of all notices and correspondence must be sent to 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 if sent in the manner
provided above.
18. Incorporation of other documents. The Corporation Guidelines , as amended, are
incorporated into this Agreement.
19. 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.
20. Relationship of Parties. In performing this Agreement, both the Corporation and
CTCCB will act in an individual capacity, and not as agents, representatives,
employees, employers, partners, joint - venturers, or associates of one another. The
employees or agents of either party may not be, nor be construed to be, the employees
or agents of the other party for any purpose.
21. 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.
22. Severability.
a. If for any reason, any section, paragraph, subdivision, clause, provision,
phrase or word of this Agreement or the application of this Agreement to any
person or circumstance is, to any extent, held illegal, invalid, or unenforceable
under present or future law or by a final judgment of a court of competent
jurisdiction, then the remainder of this Agreement, or the application of the term
or provision to persons or circumstances other than those as to which it is held
illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it
is the definite intent of the parties to this Agreement that every section,
paragraph, subdivision, clause, provision, phrase, or word of this Agreement be
given full force and effect for its purpose.
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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.
23. Venue. Venue for any legal action related to this Agreement is in Nueces County,
Texas.
24. Sole Agreement. This Agreement constitutes the sole agreement between the
Corporation and CTCCB. Any prior agreements, promises, negotiations, or
representations, verbal or otherwise, not expressly stated in this Agreement, are of no
force and effect.
25. Survival of Terms of Agreement and Obligations of Parties. The terms of this
agreement and the obligation of the parties relating to Section s14. a and 14.b shall
survive the termination of this Agreement.
Corpus Christi Business & Job Development Corporation
By:
tj6y' sala " zar
President
Date:
Attest:
By: in( -
Armando Chapa
Assistant Secretary
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SFUETAav
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Associated Builders & Contractors Merit Shop Training Program, Inc.
dba Craft Training Center of the Coastal Bend
By: G ��
Anne Matula
President
Date: '3 1, Z o I I
THE STATE OF TEXAS
COUNTY OF NUECES
This instrument was acknowledged before me on k 21 , 2011, by
Anne Matula, as President of Associated Builders & Contractors Merit Shop Training
Program, Inc. dba Craft Training Center of the Coastal Bend, a Texas non - profit
corporation, on behalf of said corporation.
Notary Public
State of Texas
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O
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