2013-033 RES APPROVING AND AUTHORIZING AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF PARIS AND THE RED RIVER REGION BUSINESS INCUBATOR (3bi)RESOLUTION NO. 2013 -033
A RESOLUTION OF TH E
TEXAS, APPROVING
DEVELOPMENT GRANT
REGION INCUBATOR,
PROVISIONS RELATED
EFFECTIVE DATE.
CITY COUNCIL OF THE
AND AUTHORIZING
AGREEMENT WITH
INC.; MAKING OTHER
TO THE SUBJECT; AND
CITY OF PARIS,
AN ECONOMIC
THE RED RIVER
FINDINGS AND
DECLARING AN
WHEREAS, the mission of the Red River Region Business Incubator, is to
improve the economic viability of new and emerging businesses by fostering
entrepreneurial growth and enterprise development. The R3bi recruits, trains and
mentors entrepreneurial talent to encourage the growth of sustainable businesses
in the City of Paris and Lamar County, Texas; and,
WHEREAS, the City Council of the City of Paris, Texas desires to enter into an
Economic Development Grant Agreement with Red River Region Incubator (113bi),
to provide partial funding to the organization for Fiscal Year 2013 -2014; and,
WHEREAS, the City Council finds and determines that contracting with the
Red River Region Incubator, Inc., (R3bi) will promote local economic development
and stimulate business and commercial activity in the City of Paris, Texas.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PARIS, TEXAS:
Section 1. That the findings set out in the preamble of this resolution are
hereby in all things approved.
Section 2. That the City Manager is hereby authorized to execute an
Economic Development Grant Agreement, by and between the City of Paris and the
Red River Region Business Incubator (R3bi), for the performance of certain
specialized services as set out in said Agreement, a copy of which is attached hereto
and incorporated herein as Exhibit "A ".
Section 3. That this resolution shall be effective from and after the date of
passage.
PASSED AND APPROVED this 9th day of September, 2013.
A.J. H
ATTEST:
ce Ellis, City Clerk
APPROVED AS TO FORM:
C.
W. ent @Ilya , Attorney
M.D.,
Z
ECONOMIC DEVELOPMENT GRANT AGREEMENT
This Economic Development Incentive Agreement ( "Agreement ") is made by and
between the City of Paris, Texas (the "City "), and Red River Region Business Incubator Inc., a
Texas Corporation, (hereinafter "R3bi" or "Company "), acting by and through their respective
authorized officers and representatives.
WITNESSETH:
WHEREAS, the mission of the Red River Region Business Incubator ( "R3bi ") is to
improve the economic viability of new and emerging businesses by fostering entrepreneurial
growth and enterprise development. The R3bi recruits, trains and mentors entrepreneurial talent
to encourage the growth of sustainable businesses in the City of Paris and Lamar County, Texas;
and,
WHEREAS, R3bi provides office space, utilities, internet access, conference room
facilities and other business and training services to incubator clients at its facility located at
1445 Clarksville, Paris, Texas 75460; R3bi also provides services to some "virtual" clients that
do not maintain office space at the facility; and,
WHEREAS, R3bi is a Section 501(c)(3) non - profit organization that relies on public and
private funding, donations and grants to operate the R3bi Incubator program and facility; and,
WHEREAS, the City is authorized by TEX. Loc. Gov'T CODE §380.001 et seq. to
provide economic development grants to promote local economic development and to stimulate
business and commercial activity in the City of Paris; and
WHEREAS, the City has determined that making an economic development grant to the
Red River Regional Business Incubator in accordance with the terms and conditions set forth in
this Agreement will further the objectives of the City, will benefit the City and its citizens and
will promote local economic development and stimulate business and commercial activity in the
City.
NOW THEREFORE, in consideration of the foregoing and the premises, mutual
covenants and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, hereby covenant and
agree as follows:
Article I
Definitions
For purposes of this Agreement, each of the following terms shall have the meaning set
forth herein unless the context clearly indicates otherwise:
"Company" shall mean Red River Region Business Incubator ( "R3bi ")
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"Effective Date" shall mean the Effective Date of this Agreement which is
September 10, 2013.
"Event of Force Majeure" shall mean any contingency or cause beyond
the reasonable control of a party including, without limitation, acts of God or the
public enemy, war, riot, civil commotion, insurrection, government or de facto
governmental action (unless caused by the intentionally wrongful acts or
omissions of the party), fires, explosions or floods, strikes, slowdowns or work
stoppages any of which event(s) directly and significantly impact the Company's
operations in the City. An economic down turn shall not constitute an event of
force majeure.
"Facility" shall mean 1445 Clarksville, Paris, TX 75460, or such other
offices that R3bi shall occupy.
Article II
Term
The term of this Agreement shall begin on the Effective Date and continue until
December 31, 2013 unless sooner terminated as provided herein.
Article III
Obligations of R3bi
In consideration of the grant of public funds as set forth in Article IV below, R3bi agrees
to perform the following:
(a) Manage and operate a business incubator in the city limits of the City of Paris,
Texas until such time that Paris Junior College ( "PJC ") and /or the Paris Small
Business Development Center ( "SBDC ") form a new business incubator on the
PJC Campus;
(b) Work with Paris Junior College and the Small Business Development Center
( "SBDC ") to develop a transition plan for R3bi to wind down so that a new
Business Incubator program can be started on the campus of Paris Junior College,
and so that such Incubator will be the recipient of R3bi personal property.
(c) Provide copies of R3bi budget or financial documents as may be requested by
City of Paris.
(d) Provide report on status or progress of R3bi Incubator as may be requested by
Paris City Council.
Article IV
Economic Development Grant
4.01 Grant. In consideration of R3bi's obligations and commitments set out in Article
III above, the City agrees to provide the R3bi a total cash grant of $30,000.00 to be disbursed in
one payment within five (5) business days following City Council approval of this Agreement.
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4.02 Unused Grant Funds. If R3bi fails to spend or obligate all of the grant funds
received from the City before the expiration or earlier termination of this Agreement, R3bi shall
return those unused funds to the City of Paris.
Article V
Default/Reimbursement
501. Grounds for Default. The City may declare a default under this Agreement and,
subject to Section 5.02 may terminate this Agreement if:
(a) R3bi refuses, fails or neglects to comply with all obligations set forth in Article III of
this Agreement;
(b) R3bi made or makes any representation relied upon by the City in entering into this
Agreement or in any subsequent request or submission to the City relating to this Agreement that
is false or misleading in any material respect.
(c) R3bi allows ad valorem taxes or other taxes or fees due or owed to the City to
become delinquent; or
5.02 Notice of Default. If the City finds that R3bi is in default of any of the provisions
listed in Section 5.01 above, Agreement on a basis other than as provided in section 5.01 (a), the
City will notify R3bi in writing of such default, and if the default is not cured within 30 days
from the date of the notice, then the City may terminate this Agreement.
5.03 Remedies not Exclusive. The City may exercise its remedies for default in
conjunction with one another or separately, and together with any other statutory or common law
remedies available to the City. Any failure by the City to enforce this Agreement with respect to
one or more defaults by R3bi will not waive the City's ability to enforce the Agreement after that
time.
Article VI
Termination
6.01 Termination. This Agreement terminates upon any one or more of the
following:
(a) By expiration of the term and where no defaults have occurred;
(b) R3bi legally winds up its affairs and has disbursed all funds and provided
documentation for such disbursements, and returned excess funds, if any, to the City;
(c ) If a party defaults or breaches any of the terms or conditions of this
Agreement and such default or breach is not cured within thirty (30) days after written notice
thereof by the non - defaulting party unless a longer period is provided. Any default under this
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provision and right to recover any claims, refunds, damages and /or expenses shall survive the
termination of the Agreement.
(d) The City Manager is authorized on behalf of the City to send notice of
default and to terminate this Agreement for any default that is not cured.
6.02 Effect of Termination /Survival of Obligations. The rights, responsibilities and
liabilities of the parties under this Agreement shall be extinguished upon the applicable effective
date of termination of this Agreement, except for any obligations or default(s) that existed prior
to such termination or as otherwise provided herein and those liabilities and obligations shall
survive the termination of this Agreement, including the refund provision, maintenance of
records, and access thereto.
VII
Release, Hold Harmless and Indemnification
R3bi hereby agrees to release, defend, indemnify and hold the City of Paris, Texas and its
elected officials, officers, agents and employees harmless from and against all damages, injuries,
claims, property damages (including loss of use), losses, demands, lawsuits, judgments and costs,
including reasonable attorney's fees and expenses, in any way arising out of, related to, or
resulting from this Economic Incentive Agreement or the Red River Region Business Incubator
located in Paris, Texas. R3bi agrees to carry appropriate amounts of general liability insurance
and professional liability and /or Errors and Omissions insurance coverage to fund this Hold
Harmless and Indemnification clause and to protect the City of Paris, its officials, officers and
employees against any such claims or lawsuits.
Article VIII
Retention and Accessibility of Records
8.01 R3bi shall maintain the fiscal records and supporting documentation for
expenditures of funds associated with this Agreement. R3bi shall retain such records, and any
supporting documentation for the greater o£ (a) Two years from the end of the Agreement
period; or (b) the period required by other applicable laws and regulations.
8.02 R3bi gives City, its designee, or any of their duly authorized representatives,
access to and the right to examine relevant books, accounts, records, audit reports, reports, files,
documents, written or photographic material, videotape and other papers, things, or personal and
real property belonging to or in use by R3bi pertaining to the Economic Development Program
Grant (the "Records ") upon receipt of ten (10) business days written notice from the City. The
City's access to R3bi's books and records will be limited to information needed to verify that
R3bi is and has been complying with the terms of this Agreement. Any information that is not
required by law to be made public shall be kept confidential by City. R3bi shall not be required
to disclose to the City any information that by law R3bi is required to keep confidential. Should
any good faith dispute or question arise as to the validity of the data provided, the City reserves
the right to require R3bi to obtain an independent firm to verify the information. This certified
statement by an independent firm shall be provided at the sole cost of R3bi. The rights to access
the Records shall terminate two (2) years after the termination or expiration of this Agreement.
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Failure to provide reasonable access to the Records to authorized City representatives shall give
the City the right to suspend or terminate this Agreement as provided for in Article VI above, or
any portion thereof, for reason of default. All Records shall be retained by R3bi for a period of
two (2) years after all performance requirements are achieved for audit purposes until such audits
or other administrative, civil or criminal matters including, but not limited to, investigations,
lawsuits, administrative inquires and open record requests are completed. R3bi agrees to
maintain the Records in an accessible location.
Article IX
Assignment
9.01 Assignment. This Agreement may not be assigned without the express written
consent of the non - assigning party, except that the Company may assign this Agreement without
obtaining the City's consent (a) to one of its wholly owned affiliates, or (b) to any person or
entity that directly or indirectly acquires, through merger, sale of stock, purchase or otherwise,
all or more than ninety (90) percent of the assets of the Company as long as the Company gives
sixty (60) days prior written notice to the City and the assignee executes an agreement with the
City to be bound to all the terms and conditions of this Agreement and be responsible for any
default(s) that occurred prior to or after the assignment.
For any assignment not covered by (a) or (b) above, the Company must obtain the prior
written approval of the City and the assignee must agree in writing to be bound to all the terms
and conditions of this Agreement and to accept all liability for any default that occurred prior to
and /or after the assignment.
Any assignment agreement must be furnished in a form acceptable to the City and be
provided at least thirty days prior to the effective assignment date. City agrees to notify the
potential assignee of any known default, but such notification shall not excuse defaults that are
not yet known to the City.
Article X
Miscellaneous
10.01 No Joint Venture. It is acknowledged and agreed by the parties that the terms of
this Agreement are not intended to and shall not be deemed to create a partnership or joint
venture among the parties. Neither party shall have any authority act on behalf of the other party
under any circumstances by virtue of this Agreement.
10.02 Notice of Bankruptcy. In the event Company files for bankruptcy, whether
involuntarily or voluntary, Company shall provide written notice to the City within three (3)
business days of such event.
10.03 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
10.04 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
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mail, return receipt requested, addressed to the party at the address set forth below (or such other
address as such party may subsequently designate in writing) or on the day actually received if
sent by courier or otherwise hand delivered.
If intended for the City:
City of Paris, Texas
Attention:
City Manager
P.O. Box 9037
Paris, TX 75461 -9037
With a copy to:
City of Paris, Texas
P.O. Box 9037
Paris, TX 75461 -9037
Attn: City Clerk
If intended for the Company:
Red River Region Business Incubator ( "R3bi ")
1445 Clarksville
Paris, TX 75460
Attn: Chairman of R3bi Board
10.05 Entire Agreement. This Agreement is the entire Agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the parties that in any manner relates to the subject matter of this
Agreement.
10.06 Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Texas, without giving effect to any conflicts of law rule or principle
that might result in the application of the laws of another jurisdiction. Venue for any action
concerning this Agreement, the transactions contemplated hereby or the liabilities or obligations
imposed hereunder shall be in the State District Court of Lamar County, Texas.
10.07 Amendment. This Agreement may only be amended by the mutual written
agreement of the parties.
10.08 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the parties to this Agreement that in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
10.09 Recitals. The recitals to this Agreement are incorporated herein.
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10. 10 Authorized to Bind. The persons who execute their signatures to this Agreement
represent and agree that they are authorized to sign and bind their respective parties to all of the
terms and conditions contained herein.
10.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute
one and the same instrument.
EXECUTED on this tq'�day of September, 2013.
ATTEST:
ice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent c ar, City Attorney
ATTEST:
�1 1111111
■
CITY OF PARIS, TEXAS, a home rule
municipal corporation
By:
o i Godwin, City Manager
Red River Region Business Incubator
( "R3bi "), a Texas Non - Profit Corporation
Name: YUA
Title:
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