HomeMy WebLinkAboutC2021-301 - 10/12/2021 - Approved SMALL BUSINESS INCENTIVES AGREEMENT BETWEEN THE CORPUS CHRISTI B
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 B 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 5190.6, Vernon's Texas Revised Civil
Statutes(Development Corporation Act of 1979), now Title 12, Subtitle Cl (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 8, 2016, residents of the City of Corpus Christi, Texas ("City") passed
Proposition 1, Adopt Type B Sales Tax to Replace Expiring Portion of Type A Sales Tax, which
authorized the adoption of a sales and use tax to be administered by a Type B Corporation at the
rate of one-eighth of one percent to be imposed for 20 years with use of the proceeds for(1) 50%
to the promotion and development of new and expanded enterprises to the full extent allowed by
Texas law, (2) $500,000 annually for affordable housing, and (3) the balance of the proceeds for
the construction, maintenance and repair of arterial and collector streets and roads;
WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 1 was subsequently
enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2018,
to be administered by the Corpus Christi B Corporation Board;
WHEREAS,the Corpus Christi B 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 August 16, 2021, amended
the Corporation's Guidelines and Criteria for Granting Business Incentives("Type A Guidelines"),
which the City Council approved on August 31, 2021;
WHEREAS, Section 501.073 of The Act 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
businesses by providing access to students, who will serve as interns in professional level
positions;
WHEREAS, the small businesses will pay student interns minimum wage (currently $7.25 per
hour) and TAMU-CC will match the business contribution up to $5.00 per hour.
WHEREAS, the interns will be selected based on the needs of the small businesses with the goal
of providing the small businesses with resources that make the small businesses more effective
and provide growth opportunities;
WHEREAS, the primary goal of the program is to provide support to small businesses in Corpus
Christi that will encourage growth, retention, economic development, and job creation;
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SCANNED
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. The term of this Agreement shall be for a period of January 1, 2022 through
December 31, 2022.
3. Grant.
a. The Corporation will grant TAMU-CC an incentive of up to$100,000.00,which must be
used to fund up to$5.00 per hour the salary of up to a total of the interns during the Spring
Semester of 2022, Summer Session in 2022, and the Fall Semester 2022, and the entire
salary on two interns hired to help administer the program during the Fall and Spring
Semesters and Summer Session. The interns will be paid $12.25 per hour, while
participating in TAMU-CC's Small Business Employer Intern Program.
b. The Corporation's grant is conditioned upon TAM U-CC's successful completion of the
terms of this Agreement.
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. TAM U-CC shall provide administrative oversight and direct supervision for the
placement of interns in the TAMU-CC's Business Employer Intern Program.
b. TAMU-CC shall create and maintain not less than two part-time intern (2) employment
positions to assist in the Business Employer Intern Program in Corpus Christi, Nueces
County, Texas, during the term of this Agreement. The intern must be paid $12.25 per
hour.
c. TAM U-CC shall place part-time interns with businesses in Corpus Christi.
(1) Since the primary goal of the TAMU-CC's 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 small
business with resources that make the business more effective and provide growth
opportunities for the businesses.
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(2)Additionally, interns may be placed at companies that need work skills that have
been supported by the Corporation such as Process and Instrumentation and
Aviation skills.
(3) For the purpose of this section a small business may include chambers of
commerce, non-profit organizations, and other entities 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 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 up to $5.00 per hour.
e. TAMU-CC shall try to place the interns for 19 hours per week and 12 weeks per
semester or summer session.
f. TAMU-CC shall work with the 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 Agreement, the job must pay wages at
least as high as the wages required by Section 501.162 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 501.162 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
Metropolitan Statistical Area ("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.
e. TAMU-CC agrees to provide Corporation with a sworn certificate by an 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.
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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, TAMUCC employer Quarterly
Reports, or employee rosters and other reports listed below:
i. number of interns
ii. name of companies using interns
iii. intern duties
iv. whether the intern received a job at that company
v. whether the intern received a job in the area.
b. TAM U-CC, during normal working hours and the term of this Agreement shall allow the
Corporation and its designee, Corpus Christi Regional Economic Development
Corporation, reasonable access to TAM U-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. TAM U-CC warrants and represents to Corporation the following:
a.TAMU-CC is a Texas institution of higher education duly organized,validly existing, and
in good standing under the laws of the State of Texas, and further has all institutional
power and authority to carry on its business as presently conducted in Corpus Christi,
Texas.
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 duly authorized to
execute this Agreement on behalf of TAM U-CC.
f. TAM U-CC 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 8 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
120th day after the date TAMU-CC has been notified of the violation.
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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.
12. Indemnity. To the extent authorized by Texas State law 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 Indemnitees. TAMU-CC 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.
13. Events of Default by TAMU-CC. The following events constitute a default of this Agreement
by TAM U-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.
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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 ("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. Corporation may seek 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 TAMU-CC 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 permitted by law.
16. 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 TAMU-CC'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.
17. TAMU-CC acknowledges 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
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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. This
Section will not apply to damages that cannot be excluded by law(in which event the liability shall
be limited to the fullest extent permitted). 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 mailed, certified mail, postage prepaid,
addressed as follows:
TAMU-CC:
Texas A&M University—Corpus Christi
Attn: Contracts Administration
6300 Ocean Drive, Unit 5731
Corpus Christi, Texas 78412
Email: contracts@TAMU-CC.edu
Corporation:
Corpus Christi B 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:
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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.
20. Incorporation of other documents. The Corpus Christi B 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.
25. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas.
26. 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.
27. Survival of terms of Agreement and obligations of parties. The terms of this Agreement shall
survive the termination of this Agreement.
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28. Conflict of Interest. By executing this Agreement, Corporation and each person signing on
behalf of Corporation certifies, and in the case of a sole proprietorship, partnership or corporation,
each party thereto certifies as to its own organization, that to the best of their knowledge and
belief, no member of The Texas A&M University System or The Texas A&M University System
Board of Regents, nor any employee, or person, whose salary is payable in whole or in part by
The Texas A&M University System or its members, has direct or indirect financial interest in the
award of this Agreement,or in the services to which this Agreement relates,or in any of the profits,
real or potential, thereof.
[Signature Page Follows]
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PPROVED AS TO FryrnORM: 11 day of UCAN-e-,,- , 2021.
Assistant City Attorney
For City Attorney
Corpus Christi B Corporation
By:
Scott Harris iM,Z0AA- �1
President AUTHORILt►
Date: /0/ sT (I I CIII 10 .- La--
Attest: -••........ A
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By: k . I A! 4.
Resecca Huerta
Assistant Secretary
Texas A&M University-Corpus Christi
By:
� Dr. Kelly . Miller ��
�`"PJ'4:�'�' President/CEO
ey oz
). .MDO
Date: i d- i y - 1-I STATE OF TEXAS
COUNTY OF NUECES I
This instrument was acknowledged before me on ��?Oifi , 14 , 2021, by Kelly M.
Miller for Texas A&M University-Corpus Christi, a political subdivision of the State of Texas, on
behalf of the university.
�"". ",„"_ " " " - .... „N. _ 44Mh
' Nota signature)
�;.RYp'B-•.., MARY E GONZALEZ g
°/ lam IDA/ 13193421-9 Notary Public State of Texa
,i •= Nota Public My commission expires: 03/11/OR3
N STATE OF TEXAS
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9 , +' My Comm. Exp.03-11-2023 >
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NOTARY WITHOUT BOND
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