HomeMy WebLinkAboutC2012-291 - 8/21/2012 - ApprovedSMALL BUSINESS INCENTIVES AGREEMENT BETWEEN
THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE
CORPUS CHRISTI REGIONAL ECONOMIC DEVELOPMENT CORPORATION FOR AN
ECONOMIC GARDENING PROGRAM FOR SMALL BUSINESSES
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 Corpus Christi Regional Economic Development Corporation
( "CCREDC "), a Texas non - 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, Section 504.002 et seq, ( "the Act'), 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 1 /8th 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 Act requires the City Council to approve all programs and
expenditures of the Corporation;
WHEREAS, CCREDC is a Texas non - profit corporation whose principal mission is to increase
the economic activity in the Corpus Christi region;
WHEREAS, CCREDC proposes to implement an Economic Gardening program to help small
businesses grow and prosper;
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 CCREDC through this contract
with CCREDC, to be used by CCREDC to implement an Economic Gardening program to assist
small businesses in the city of Corpus Christi.
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and CCREDC agree as follows:
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CC Regional Economic Dev Corp IND-EX-MED
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 one (1) year beginning on the effective date.
3. Performance Requirements and Grants. The Performance Requirements and Grants are
listed in Exhibit A, which is attached to and incorporated into this Agreement.
4. Economic Gardening Program.
a. CCREDC will implement an Economic Gardening program.
b. CCREDC will use the Edward Lowe Foundation to handle the back office portion to
help stage 2 and stage 3 small businesses.
b. CCREDC will attend training at the Edward Lowe Foundation to keep abreast of the
latest procedures and to interface with the foundation.
5. Warranties. CCREDC warrants and represents to Corporation the following:
a. CCREDC 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 cant' on its
business as presently conducted in Corpus Christi, Texas.
b. CCREDC has the authority to enter into and perform, and will perform, the terms of
this Agreement to the best of its ability.
c. CCREDC 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. CCREDC 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 CCREDC are duly authorized to
execute this Agreement on behalf of CCREDC.
f. CCREDC does not and agrees that it will not knowingly employ an undocumented
worker. If, after receiving payments under this Agreement, CCREDC is convicted of a
violation under §U.S.C. Section 1324a(f), CCREDC 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 CCREDC has been notified of the violation.
6. Compliance with Laws. CCREDC shall observe and obey all applicable laws, ordinances,
regulations, and rules of the Federal, State, county, and city governments.
7. Non - Discrimination. CCREDC covenants and agrees that CCREDC 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,
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marital status, sex, age, disability, or in any manner prohibited by the laws of the United States
or the State of Texas.
8. Force Majeure. If the Corporation or CCREDC 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 CCREDC
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.
9. Assignment. CCREDC 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.
10. Indemnity. CCREDC 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 CCREDC 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. . CCREDC 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.
11. Events of Default by CCREDC. The following events constitute a default of this Agreement
by CCREDC:
a. The Corporation or City determines that any representation or warranty on behalf of
CCREDC 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 CCREDC or any attachment or other levy against
the property of CCREDC with respect to a claim remains unpaid, undischarged, or not
dismissed for a period of 120 days.
c. CCREDC makes an assignment for the benefit of creditors.
d. CCREDC files a petition in bankruptcy, or is adjudicated insolvent or bankrupt.
e. If taxes owed by CCREDC become delinquent, and CCREDC fails to timely and
properly follow the legal procedures for protest or contest.
f. CCREDC changes the general character of business as conducted as of the date this
Agreement is approved by the Corporation.
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12. Notice of Default. Should the Corporation or City determine that CCREDC is in default
according to the terms of this Agreement, the Corporation or City shall notify CCREDC in writing
of the event of default and provide 60 days from the date of the notice ( "Cure Period ") for
CCREDC to cure the event of default.
13. Results of Uncured Default by CCREDC. 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 CCREDC, 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. CCREDC shall immediately repay all funds paid by Corporation to them under this
Agreement.
b. CCREDC 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 CCREDC of all sums due, the Corporation and CCREDC shall have
no further obligations to one another under this Agreement.
d. Neither the City, the Corporation, nor CCREDC may be held liable for any
consequential damages.
14. 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 CCREDC's default may not be considered an estoppel
against the Corporation.
d. It is expressly understood that if at any time CCREDC 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.
15. CCREDC specifically agrees that Corporation shall only be liable to CCREDC for the actual
amount of the money grants to be conveyed to CCREDC, and shall not be liable to CCREDC 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
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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 CCREDC to be accompanied by all necessary supporting documentation.
16. 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.
17. Notices.
a. Any required written notices shall be sent mailed, certified mail, postage prepaid,
addressed as follows:
CCREDC:
Corpus Christi Regional Economic Development Corporation
Attn: Roland C. Mower, President/Chief Executive Officer
800 N Shoreline Blvd
Suite 1300 S
Corpus Christi, Texas 78401
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.
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.
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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 CCREDC
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.
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
CCREDC. 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 Businese Development Corporation
By:
[name]
President
Date:
� - tea
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R
I HUN
SEWn
Attest:
By: — 0��
Armando Chapa
Assistant Secretary
Corpus 7& onal E nomic Develop ent Corporation
SY :
Roland C. Mower, CEDC
President/Chief Executive Officer
Date: I – t – .),Di - L–
THE STATE OF TEXAS
COUNTY OF NUECES
This instrument was acknowledged before me on Ns 1 his , 2012, by Roland C.
Mower, President/Chief Executive Officer, for Corpus C19fisti Regional Economic Development
Cor oration, a Te profit c oration, on behalf of the corporation.
A-- -
No ary Public
State of Texas
�. {I�FIF/F '
a*a��Fr?00. DAVID ALLEN BROCK
_ Notary Public, state of Texas
My Commission Expires
March 22, 2016
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EXHIBIT A
PERFORMANCE MEASURES AND CORPORATION GRANTS
1. CCREDC shall set up an Economic Gardening program. This program will help stage 2 and
stage 3 small businesses take the next step in their growth. CCREDC will use the Edward
Lowe Foundation to help with the database searches for these companies. CCREDC will also
use their current office staff and resources in helping these companies.
a. Grant, not to exceed $96,000 for the term of the agreement.
b. The Corporation will reimburse CCREDC for all direct expenses with the Economic
Gardening Program including Edward Lowe Foundation costs, supplies, and travel
expenses.
c. Invoices will be submitted throughout the term of this agreement, payable as invoiced.
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