HomeMy WebLinkAboutC2012-281 - 8/21/2012 - 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 "6190.6, Vernon's - Texas Revised Civil
Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas
Local Government Code, Section 504.002 et seq, ( "the Act "), empowered local communities
with the ability to adopt an optional local sales and use tax as a mans 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, Section 501.073 of The Art requires the City Council to approve all programs and
expenditures of the Corporation;
WHEREAS, TAMU -CC has requested business development -funds 'from the Board to assist
small businesses by providing access to students, who will serve as wnterns in professional level
- positions;
WHEREAS, the small businesses will pay the student interns minimum wage (- urrently $7.25
per hour) and TAMU -CC will match the small business contribution.
WHE -REAS, the interns will be - selected based on the needs of-the small - businesses with the
goal of providing the businesses with resources that make -fie businesses more effective and
provide growth opportunities;
WHEREAS, the primary goal of the program is to provide support to small businesses its Corpus
Christi that will encourage growth, retention, economic development, and job creation;
2012 -251
8/21/12 Page 9 of 9
Res. 029595_HT TAMUCC Interns 07 9-2012
TAMU -CC INDEXED
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;
In 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 10, -2012, through August 9,
2013.
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;1?35.00), which must be used to fund
one half of the salary of up to a total of 105 interns during the Fall Semester of 2012,
Spring Semester of 2013, and Summer Session in 2013, and the entire salary on an
intern hired to help administer the program during the Fall 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 administrative oversight and direct supervision for the
placement of interns in the TAMU -CC's Small BusinessEmployer 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
,Page 2 of 9
BUSINESS INCENTIVE AGREEBALNT'rAMUCC. Intems 07 9 2012
Christi, Nueces County, Texas, during the terra 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 small businesses in Corpus Christi, up to the total number
of interns specified in Schedule A, during any the academic year.
(1) Since the primary goal of the TAMU -CC's Small 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.
{2) for the purpose of this section a small business may include a chambers of
commerce, non- profit organizations, and other entity that will use the intern to
assist existing, start -up, and home based small businesses in the City; recruit new
small business to the City; assist the expansion of existing small businesses in the
City; help entrepreneurs create start-up businesses; or help the owners and
managers of small businesses develop their 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. T AMU shall try to place the interns for 20 hours per week and 12 weeks per
semester or summer
f. 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. Job Creation/Training Qualification.
a. In order to count as a created job under this Agf- eement, the job must pay wages at
feast as high as the wages required by Section °501.1602 of the Act, 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. In order to qualify for funds to -provide job training under this Agreement, TAMU -CC
agrees to create new jobs that pay wages at least as high as the wages required by
Section 501.1 of the Act, which is the median wage of the occupation in the Corpus
Christi MSA as determined by Texas Workforce Commission's Texas Industry Profiles
report.
c. A. "job" is defined in the Type A Guidelines as a full -time employee, contractor,
consultant, or leased -employee who has a home address in the Corpus Christi MSA.
d. TAMU -CC 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.
Page 3of9
BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
e. TAMU -CC 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_
f. TAMU -CC shall ensure that the Corporation is allowed reasonable access to
personnel records of the businesses assisted under this Agreement.
6. 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 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 I exas.
b. TAMU -CC has the authority to enter into and perform, and will.perform, the terms of
this Agreement to the best of its ability.
c. TAMU -CC 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.
d. TAMU -CC has received a copy of 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 TAMU -CC are dally authorized to
execute this Agreement on behalf of TAMU-
f. TAMUwC does not and agrees that it will not knowingly employ an undocumented
worker. If, after receiving payments under this Agreement, TAMU -CC is convicted of a
violation under §U.S.C. Section 1324a(f), TAMU -CC shall repay the - payments at the
rate and according to the terms as specified by City Ordinance, as amended, not Later
than the 120" day after the date TAMU -CC has been notified of the violation.
-Page 4 of 9
BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
8. Compliance with Laws. TAMU -CC shall observe and obey all applicable laws, ordinances,
regulations, and rules of the Federal, State, county, and city governments.
9. 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, or in any manner prohibited by the laws of the United
States or the State of Texas.
10. 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, or 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.
11. 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_
92. Indemnity. TAMU -CC 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 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
lndemnitees. TAMU -£C must, at its own expense, investigate all those claims and
demands, attend to their settlement or other disposition, defend an actions based on
those claims and demands with counsel satisfactory to lndemnitees, 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.
13. Events of Default by TAMV-CC. The following events constitute a default of this Agreement
by TAMU -CC:
a. The Corporation or City determines that any representation or 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;
b. Any judgment is assessed against TAMU -CC or any attachment or other levy against
the property of TAMU -CC with respect to a claim remains unpaid, undischarged, or not
dismissed for a period of 120 days.
c. TAMU =CC makes an assignment for the benefit of creditors.
d. TAMU-CC files a petition in bankruptcy, or is adjudicated insolvent or- bankrupt.
Page 5 of 9
BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012
e. If taxes owed by TAMU -CC become delinquent, and TAMU -CC fails to timely and
properly follow the legal procedures for protest or contest.
f. TAMU -CC changes the general character of business as conducted as of the date this
Agreement is approved by the Corporation.
14. 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 f "Cure Period ") for
TAMU -CC to cure the event of default.
15. Results of Uncured Default by TAMU -CC. 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 TAMU -CC, 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. TAMU -CC shall immediately repay all funds paid by Corporation to them under this
Agreement.
b. TAMU -CC 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.
c. Upon payment by TAMU -CC of all sums due, the Corporation and TAMUCC shall
have no further obligations to one another under this Agreement.
d. Neither the City, the Corporation, nor TAMU -CC may be held liable for any
consequential damages.
iDOff,Mel&Y 1�
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 TAMt 11CC's 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.
'Page 6 of 9
BUSINESS INCENTIVE A REEL ENT TAMIJOC Interns 07 9 2012
17. TAMU -CC specifically agrees that Corporation shall only be liable to 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. 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 TAMU -CC to be accompanied by all necessary supporting documentation.
18. The parties mutually agree and understand that funding under this Agreement is subject to
annual appropriations by the City Council; that each fiscal year's funding must be included in the
budget for that year; and the funding is not effective until approved by the City Council.
19. Notices.
a. Any required written notices shall be sent maited, certified mail, postage prepaid,
addressed as follows:
TAM U -CC:
Texas A & M University -Corpus Christi
Attn: Interim Vice President,
Division of Research, Commercialization and Outreach
- 6300 Oman Drive, Unit 5843
Corpus Christi, Texas 78412-5843
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 -thre following
address:
City of Corpus Christi
Attn.: City Manager
P.O. Box 9277
Corpus Christi, Texas 78469 -99-77
c. Notice is effective upon deposit in the United States mail in the manner provided
above.
Page 7 of 9
BUSINESS INCENTIVE AGREEMENT TAMUCC Intems 07 9 2012
20. 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.
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, 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.
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.
24. 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.
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.
27. Venue. Venue for any legal action related to this Agreement is in NueGes!°County, Texas.
28. 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.
29. 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.
Page 8 of 9
BUSINESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
Corpus Christi Business &
M
pment Corporation
[name]
President
Date: .
Attest:
By:
Armando Chaps
Assistant Secretary
Texas A & M Univ ity — Corpus Christi
By:
Luis ifuentes
Inter Vice President
Division of Research, CommerciaNzation and Outreach
Date: 7 ' 1Y - l Z
THE STATE Of TEXAS
COUNTY OF NUECES
� 6 ' -�`� !Auto
SECWT ARr
This instrument was acknowledged before me on �(1 f-)—, , 2012, by Luis A.
Cifuentes, Interim Vice -'resident, Division of Research, Commercialization and Outreach,
Texas A & M University -- Corpus Christi, a Texas institution of higher education, on behalf of
the uni rsity.
Notary Public
State of Texas �o p €ANNE HUBENAK
Notary Pudlio, Stele of Te=s
Commission
Expires:
45-22 -2076
Notary without Bond
Page 9 of 9
BUSINEESS INCENTIVE AGREEMENT TAMUCC Interns 07 9 2012
EXHIBIT A
PERFORMANCE MEASURES AND CORPORATION GRANTS
1. Placement of not more than a total of 105 interns with small businesses in Corpus
Christi during the Fall Semester of 2012, Spring Semester of 2013, and/or Summer
Session of 2013, plus employment of 1 intern to assist in program administration during
the Fall and Spring Semesters and Summer Session.
A --I
BUSINESS INCENTIVE AGREEMENT TAMUCC I items 07 9 2012