HomeMy WebLinkAboutC2019-062 - 2/19/2019 - Approved SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI
BUSINESS AND JOB DEVELOPMENT CORPORATION AND DEL MAR COLLEGE FOR
DEL MAR COLLEGE'S SMALL BUSINESS DEVELOPMENT CENTER
This Small Business Incentives Agreement ("Agreement") is entered into between the Corpus
Christi Business and Job Development Corporation ("Corporation") and Del Mar College, a
Texas institution of higher learning ("Del Mar").
WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil
Statutes (Development Corporation Act of 1979), now Title 12, Subtitle C1 (Chapters 501 —
507), 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 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 February 19, 2018, amended
the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"),
which the City Council approved on April 17, 2018;
WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and
expenditures of the Corporation;
WHEREAS, the Board has determined that it is in the best interests of the citizens of Corpus
Christi, Texas that small business development funds be provided to Del Mar, through this
Agreement with Del Mar, to be used by Del Mar, which will help fund the Small Business
Development Center(SBDC) within the City to continue to advise and help small businesses
start, grow, and create jobs and investment within the City over two years;
In consideration of the covenants, promises, and conditions stated in this Agreement,
Corporation and Del Mar agree as follows:
1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that
either party executes this Agreement or the date on which this Agreement is approved by City
Council, whichever is later.
C2019-062
2/19/19
Ord. 031676
Del Mar College Page 1 of 7
gr.ANNFn
2. Term.
a. The term of this Agreement is for two years from January 1, 2019, through December 31,
2020.
b. This Agreement may be extended at the option of the Corporation for an additional one-
year term, contingent upon annual appropriation of funds.
3. Performance Requirements and Grants. Del Mar shall operate, on a continuous basis, the
SBDC to advise and help small businesses start, grow, and create jobs and investment within the
City. The SBDC will operate with regular business hours, at least 40 hours per week, throughout
the term of this Agreement. The grant shall be $300,000 paid over two years at $150,000 per
year. The Corporation will pay the $150,000 for each year in January to Del Mar. Del Mar will
maintain current staff levels to the best of its ability and contribute at least $150,000 annually to
the SBDC for the term of this agreement. Del Mar will display signage that states that they are
recipients of Type A funding. This signage will be provided to Del Mar by the Board and will be
displayed in a location that is visible to a visitor to their Center for Economic Development on
Staples Street.
4. Living Wage Requirement. In order to count as a permanent full-time job for purposes of
annual reporting, the job should provide a "living wage" for the employee. The target living wage
under this agreement is that annual amount equal or greater than poverty level for a family of
three, established by the U.S. Department of Health and Human Services Poverty Guidelines,
divided by 2,080 hours per year for that year.
5. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a
health insurance program for its full-time employees during the term of the Agreement.
6. Warranties. Del Mar warrants and represents to Corporation the following:
a. Del Mar is a Texas institute of higher learning 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. Del Mar has the authority to enter into and perform, and will perform, the terms of this
Agreement to the best of its ability.
c. Del Mar has timely filed and will timely file all local, State, and Federal tax reports and
returns required by laws 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. Del Mar has access to the Texas Development Corporation Act, Title 12, Subtitle Cl
(Chapters 501 — 507), Texas Local Government Code, 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.
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Del Mar SBDC Contract(002)
e. The person executing this Agreement on behalf of Del Mar is duly authorized to execute
this Agreement on behalf of Del Mar.
f. Del Mar does not and agrees that it will not knowingly employ an undocumented worker.
If, after receiving payments under this Agreement, Del Mar is convicted of a violation
under 8 U.S.C. Section 1324a(f), Del Mar shall repay the payments received under this
Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than
the 120th day after the date Del Mar has been notified of the violation.
7. Compliance with Laws. During the Term of this Agreement, Del Mar shall observe and obey
all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city
governments.
8. Non-Discrimination. Del Mar covenants and agrees that Del Mar 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 Del Mar is 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 Del Mar 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. Del Mar 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.
11. Events of Default by Del Mar. The following events constitute a default of this Agreement by
Del Mar:
a. The Corporation or City determines that any representation or warranty on behalf of Del
Mar 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. Del Mar fails to comply with one or more terms of this Agreement.
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Del Mar SBDC Contract(002)
12. Notice of Default. Should the Corporation or City determine that Del Mar is in default
according to the terms of this Agreement, the Corporation or City shall notify Del Mar in writing of
the event of default and provide 60 days from the date of the notice ("Cure Period") for Del Mar
to cure the event of default.
13. Results of Uncured Default by Del Mar. 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 Del Mar, 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. Del Mar shall immediately repay all funds paid by Corporation to them under this
Agreement.
b. Del Mar 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 Del Mar of all sums due, the Corporation and Del Mar shall have no
further obligations to one another under this Agreement.
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 Del Mar's default may not be considered an estoppel
against the Corporation.
d. It is expressly understood that if at any time Del Mar 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. Del Mar specifically agrees that Corporation shall only be liable to Del Mar for the actual
amount of the money grants to be conveyed to Del Mar, and shall not be liable to Del Mar 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
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Del Mar SBDC Contract(002)
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 Del Mar 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:
Del Mar College:
Del Mar College
Attn: Lenora Keas
Vice-President of Workforce Development and Strategic Initiatives
101 Baldwin Blvd
Corpus Christi, Texas 78404-3897
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 Type A Guidelines, as amended, are incorporated
into this Agreement.
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Del Mar SBDC Contract(002)
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 Del Mar 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
Del Mar. 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.
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Del Mar SBDC Contract(002)
PROVED AS TO FORM: L, day of T ' ,v u , 2019.
(itei3O-1 -47(4.c.ii
6144et .C.v -re,r--cl
Assistant City Attorney
For City Attorney
Corpus Christi Business & Job D-velopment Corporation
/Ali _
By:
Scott Harris
President p
Date: 3 /o, t 9
Attest:
R-be ca Huerta10H ki%st.
Assistant Secretary ��
sY COUNCIL...._.....-.......7 tl
Del Mar College
By: do j&z_et.,..j____
SECfTAItv
Lenora Keas
Vice-President of Workforce Development and Strategic Initiatives
Date: -I --40/ 9
THE STATE OF TEXAS §
§
COUNTY OF NUECES §
This instrument was acknowledged before me on `Ad) c15 , 2019, by Lenora
Keas, Vice-President, Del Mar College, a political subdivision of the State of Texas, on behalf of
the college district.
Il
YNJ.SORRELnID#10561288l"1kiy,A- MyCommission Expires
Notary
December 23,2021
State of Texas
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Del Mar SBDC Contract(002)