HomeMy WebLinkAboutC2012-163 - 6/12/2012 - ApprovedBUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION AND MOTORGLOBE FOR
CREATION OF JOBS
This Business Incentive Agreement for Capital Investments and the Creation and
Retention of Jobs ( "Agreement ") is entered into between the Corpus Christi Business
and Job Development Corporation ( "Corporation ") and Little Boeing Blue Inc. dba
Motorglobe ( Motorglobe), a Texas for - profit corporation.
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 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 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 ( "Type A Guidelines "), which the City Council incorporated into the City of
Corpus Christi Economic Development Incentive Policies 2009 -2011 on November 17,
2009;
WHEREAS, the City Council approved the Corporation's amended Guidelines and
Criteria for Granting Business Incentives on September 18, 2007;
WHEREAS, the Board, on November 9, 2010, amended the Corporation's Guidelines
and Criteria for Granting Business Incentives;
WHEREAS, the City Council approved the Corporation's amended Guidelines and
Criteria for Granting Business Incentives on November 19, 2010;
WHEREAS, Section 501.073, Texas Local Government Code, formerly Section 21 of
the Texas Development Corporation Act of 1979, Art. 5190.6, Vernon's Texas Revised
2012 -163 Page 1 of 10
Res. 029518
6112112 4GREEMENT
Little Boeing Blue /Motorglolbe INDEXED
Civil Statutes, requires the City Council to approve all programs and expenditures of the
corporation;
WHEREAS, Motorglobe will locate their headquarters here in Corpus Christi;
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 Motorglobe,
through this contract with Motorglobe, to be used by Motorglobe to partially offset the
costs of building improvement, purchase of computers, office stations, furniture and
fixtures and which will result in creation of up to 50 new full -time permanent jobs in the
City of Corpus Christi, with an estimated annual average salary of $50,000.00.
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and Motorglobe 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 January 1, 2013.
3. Performance Requirements and Grants.
a. Motorglobe's performance requirements:
(1) Motorglobe shall create and retain 50 new jobs with an annual average
salary of $50,000.00.
b. Corporation's Grants. The Corporation will grant Motorglobe up to $125,000
under the following conditions:
(1) For every new job created and retained the Corporation will grant
$2,500.00.
(2) If Motorglobe does not create a new job the Corporation will not award
any grant to Motorglobe for that calendar year.
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 501.182, Texas Local Government Code, formerly
Section 38(b) of the Development Corporation Act of 1979, 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 defined in the Type A Guidelines.
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Motorglobe BUSINESS INCENTIVE AGREEMENT
c. Motorglobe agrees to confirm and document to the Corporation that the
minimum number of jobs created as a result of funding provided by this
Agreement is maintained throughout the term by the Business.
d. Motorglobe agrees to provide Corporation with a sworn certificate by
authorized representative of each business assisted under this Agreement
certifying the number of full -time permanent employees employed by the
business.
e. Motorglobe shall ensure that the Corporation is allowed reasonable access to
personnel records of the businesses assisted under this Agreement.
5. Buy Local Provision.
a. Motorglobe 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 50- mile radius of Nueces
County.
6. Warranties. Motorglobe warrants and represents to Corporation the following:
a. Motorglobe is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Texas, has all corporate power and
authority to carry on its business as presently conducted in Corpus Christi,
Texas.
b. Motorglobe has the authority to enter into and perform, and will perform, the
terms of this Agreement to the best of its ability.
c. Motorglobe has timely filed and will timely file all local, State, and Federal tax
reports and returns required by laws to be filed and all Texas, 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.
Cl. Motorglobe has received a copy of the Texas Development Corporation Act,
Subtitle C1, Title 12, Texas Local Government Code, 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 Motorglobe are duly
authorized to execute this Agreement on behalf of Motorglobe.
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Motorglobe BUSINESS INCENTIVE AGREEMENT
7. Compliance with Laws_ Motorglobe shall observe and obey all applicable laws,
ordinances, regulations, and rules of the Federal, State, county, and city governments
8. Non - Discrimination. Motorglobe covenants and agrees that Motorglobe 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 laws of the United States or the State of Texas.
9. Force Majeure. If the Corporation or Motorglobe 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 Motorglobe 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. Motorglobe 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.
99. Indemnity. Motorglobe covenants to fully indemnify, save, and
hold harmless the Corporation, the City, their respective officers,
employees, and agents ("Indemnitees ") against all liability, damage,
loss, claims demands, and actions of any kind on account of personal
injuries (including, without limiting the foregoing, workers'
compensation and death claims), or property loss or damage of any
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
Motorglobe 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.
Motorglobe must, at its own expense, investigate all those claims and
demands, attend to their settlement or other disposition, defend all
actions based on those claims and demands with counsel
satisfactory to Indemnitees, and pay all charges of attorneys and all
other cost and expenses of any kind arising from the liability,
damage, loss, claims, demands, or actions.
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Motorglobe BUSINESS INCENTIVE AGREEMENT
12. Events of Default by Motorglobe. The following events constitute a default of this
Agreement by Motorglobe:
a. Failure of Motorglobe to timely, fully, and completely comply with any one or
more of the requirements, obligations, duties, terms, conditions, or warranties of
this Agreement, other than the requirement to create a minimum number of new
jobs or maintain a minimum number of jobs in any specific year. However, the
minimum number of new jobs must be created and maintained by the end of the
contract term.
b. The Corporation or City determines that any representation or warranty on
behalf of Motorglobe 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;
c. Any judgment is assessed against Motorglobe or any attachment or other levy
against the property of Motorglobe with respect to a claim remains unpaid,
undischarged, or not dismissed for a period of 120 days.
d. Motorglobe makes an assignment for the benefit of creditors.
e. Motorglobe files a petition in bankruptcy, or is adjudicated insolvent or
bankrupt.
f. If taxes owed by Motorglobe become delinquent, and Motorglobe fails to timely
and properly follow the legal procedures for protest or contest.
g. Motorglobe changes the general'character of business as conducted as of the
date this Agreement is approved by the Corporation.
13. Notice of Default. Should the Corporation or City determine that Motorglobe is in
default according to the terms of this Agreement, the Corporation or City shall notify
Motorglobe in writing of the event of default and provide 60 days from the date of the
notice ("Cure Period ") for Motorglobe 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 Motorglobe, 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. Motorglobe shall immediately repay all funds paid by Corporation under this
Agreement.
b. Motorglobe shall pay Corporation reasonable attorney fees and costs of court
to collect amounts due to Corporation if not immediately repaid upon demand
from the Corporation.
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Motorglobe BUSINESS INCENTIVE AGREEMENT
c. Upon payment by Motorglobe of all sums due, the Corporation and
Motorglobe shall have no further obligations to one another 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
other occasion of the covenant or condition or any other covenant or condition of
this Agreement.
c. Any waiver or indulgence of Motorglobe's default may not be considered an
estoppel against the Corporation.
d. It is expressly understood that if at any time Motorglobe 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.
16. Motorglobe specifically agrees that Corporation shall only be liable to Motorglobe
for the actual amount of the money grants to be conveyed to Motorglobe, and shall not
be liable to Motorglobe 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. Payment by Corporation is strictly limited to those funds so
allocated, budgeted, and collected solely during the grant term of this agreement.
Corporation shall use its best efforts to anticipate economic conditions and to budget
accordingly. However, it is further understood and agreed that, should the actual total
sales tax revenue collected for any one year be less than the total amount of grants to
be paid to all contracting parties with Corporation for that year, then in that event, all
contracting parties shall receive only their pro rata share of the available sales tax
revenue for that year, less Corporation's customary and usual costs and expenses, as
compared to each contracting parties' grant amount for that year, and Corporation shall
not be liable to for any deficiency at that time or at any time in the future. In this event,
Corporation will provide all supporting documentation, as requested. Payments to be
made shall also require a written request from Motorglobe to be accompanied by all
necessary supporting documentation.
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Motorglobe BUSINESS INCENTIVE AGREEMENT
17. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage
prepaid, addressed as follows:
Motorglobe:
Motorglobe Corporation
P.O. Box 279 825
Corpus Christi, TX 78427
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.
18. 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.
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
Motorglobe 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.
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Motorglobe BUSINESS INCENTIVE AGREEMENT
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.
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
Corporation and Motorglobe. 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 14.a and b shall survive
the termination of this agreement.
Corpus Christi Business & Job Development Corporation
By:
Eloy a r
President
Date: 1-
Attest:
By:
Armando Chapa
Assistant Secretary
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Motorglobe BUSINESS INCENTIVE AGREEMENT
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Little Boeing Blue, Inc.
'y �-
President
Date: -5- 3 — 1 ti
THE STATE OF TEXAS
COUNTY OF NUECES
This instrument was acknowledged before me on �Aa ?D Yd , 2012, by
President for Little Boeing Blue, Inc., a Texas for - profit co oration, on behalf of the
corporation.
Fj W J" °'Y;P�Bw ELAWF L�LE
NOMY Public
Notary Public
' 4 STATE OF T� 05 2fl14
sSTq -«.. }dpi MY Comm. Exp
State of Texas
Page 9 of 10
u�R �__�_�_ n� in„irnn IR 1/�rRITI \!r A e-.nr rRlr•ITIet
APPROVED: day of ' 2012.
arlott them
Assist t City Attorney
For City Attorney
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Motorglobe BUSINESS INCENTIVE AGREEMENT