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12-R-93 380 Agreement wtih the City of Schertz, the City of Schertz Economic Development Corporation, and the Center for EntrepreneurshipRESOLUTION NO. 12-R-93 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A CHAPTER 380 AGREEMENT WITH THE CITY OF SCHERTZ, THE CITY OF SCHERT7~ ECONOMIC DEVELOPMENT CORPORATION, AND THE CENTER FOR ENTREPRENEURSHIP, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz Economic Development Corporation ("SEDC") has been established by the City of Schertz (the "City") pursuant to the Development Corporation Act to promote economic development in Schertz by sponsoring and funding economic development projects; and WHEREAS, by Ordinance No. 12-T-15 the City established the City of Schertz Economic Development Inventive Policy under Chapter 380, Texas Local Government Code, as amended, and the Development Corporation Act, Title 12, Subtitle Cl, Local Government Code, as amended (formerly Article 5190.6, Texas Revised Civil Statutes, as amended), to promote economic development and to stimulate business and commercial activity in Schertz; and WHEREAS, the City is authorized by the provisions of Article III, Section 52-a of the Texas Constitution and Section 380.001 of the Texas Local Government Code to provide grants of public money to promote local economic development and to stimulate business and commercial activity in Schertz; and WHEREAS, The Center for Entrepreneurship, a Texas non-profit corporation (the "Center"), has contracted with The University of Texas at San Antonio, an institution of the University of Texas System and an agency of the State of Texas, to operate a small business development center in New Braunfels, which is conducting business as the UTSA SBDC Satellite Office -New Braunfels (the "UTSA SBDC"); and WHEREAS, the Center, through the UTSA SBDC, provides small business development services, including assisting small companies with developing business plans, setting up businesses, and applying for Small Business Administration loans from local banks, at the UTSA SBDC to citizens of Schertz; and WHEREAS, the Center desires to continue to operate the UTSA SBDC, which will increase the tax base of the applicable taxing entities and enhance job opportunities for area citizens; and WHEREAS, the SEDC approved The Center for Entrepreneurship Chapter 380 Agreement between the City, the SEDC, and the Center, which agreement is attached hereto as Exhibit A (the "Agreement"), at a regular board meeting of the SEDC on September 27, 2012; and 50543690.2 1 WHEREAS, the Agreement provides for an economic development incentive authorized by Chapter 380 of the Texas Local Government Code to the Center related to the operations of the UTSA SBDC; and WHEREAS, the City staff of the City has recommended that the City enter into the Agreement; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with the SEDC and the Center pursuant to the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City Council hereby authorizes the City Manager, or his designee, to execute and deliver the Agreement with the SEDC and the Center in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 50543690.2 PASSED AND ADOPTED, this 9`~' day of October, 2012. CITY OF SCHERTZ, TEXAS a ro-Tem, George Antuna ATTEST: ~~nmf.D rend~~~City Secretary (CITY SEAL) 50543690.2 EXHIBIT A: THE CENTER FOR ENTREPRENEURSHIP CHAPTER 380 AGREEMENT sosa369o.z 4 THE STATE OF TEAS COUNTY OF CO1vIAL The undersigned, Secretary of 'Phe Cente~° fo~~ Lntrep~°eneu~°ship, a Texas non profit corporation (the "Center"), does hereby certify that a quorum of the Board of Directors of the Center was present at the meeting of the Board of Directors of the Center on August 1, 2012, and the following Resolutions were made and duly adopted by a unanimous vote of the directors present at the meeting, to~wif: SOL~l~, that the Center authorizes and approves entering into that certain Chapter 380 Agreement between the Center, the City of Schertz, Texas, a Texas home rule municipality, and the City of Schertz Economic Development Corporation, a Texas nonprofit industrial development corporation, a draft of which is attached hereto as Exhibit "A" and incorporated herein for all purposes (the " 380 Agreement"}; and further I2ESOLVEI), that the President be and hereby is authorized and directed, for and on behalf of the Center to negotiate for such modifications, amendments, additions and alterations as the President, in the exercise of his judgement, shall determine to be in the best interests of the Center; and further 12>ESOL~IEI), that the President of the Center be, and is hereby authorized and directed, for and on behalf and as the act and deed of the Center, to execute and deliver 1) the Chapter 3110 Agreement, as modified in the course of negotiations,,, and 2) all documents related to or required by the 380 Agreement; and further,,,,;;;... _~ . ° :' f, ,: RESOL'V1ED, that all actions heretofore taken by such off~cer~bf-th`e- Center on behalf of the Center in negotiating the 380 Agreement are hereby ra>~ed,4confirmed, and approved; and further 12LSOL~D, that such officer shall take such other actions and do such other things as may be necessary or appropriate in order to carry into effect the foregoing Resolutions. And I further certify that the said Resolutions are shown on the records of the Center, and have not been amended, altered, or revoked. ~Sig~latuf•e a»d acknowledger~~ent on the following page.J Certificate of Corporate Resolutions-The Center for Entrepreneurship Page 1 of 2 XN ~dI'~'NESS ~~HEREO~' ,the undersigned has executed this Certiitcate of Corporate Resolutions as of the /~~ day of October, 2012. 'S'HE ~E1~T~R FOR ~I~1`~'pRE1~lE~.TltS~, a Texas nonprofit corporation /~ ~s)r l r Name: Rusty 13roclcman Title; Secretary THE STATE OF TEAS § COUNTY OF COMAL § This instrument was acknowledged before me on the jr~`~'day of October, 2012, by Rusty Brockman, the Secretary of The Center for Entrepreneurship, aTexas non profit corporation, on behalf of said nonprofit corporation. [SEAL] r~~o ~ CHRISTA C®®Ll( t~;~1 HOiARYFi~UCSiATEOFTE)tA3 9~ ~}rf~ O eiDN ®XPISdEB: ~y~OF'SEr ®~-~®~~ printed Name of Notary My commission expires:. Certificate of Corporate Resolutions-The Center for Entrepreneurship Page 2 of 2 THE CENTER FOR ENTREPRENEURSHIP CHAPTER 380 AGREEMENT This Chapter 380 Agreement (this "Agreement") is entered into to be effective as of the date of the last signature of the Parties (the "Effective Date") among the City of Schertz, Texas, a Texas home-rule municipality ("Schertz"), the City of Schertz Economic Development Corporation, a Texas non-profit industrial development corporation (the "SEDC"), and The Center for Entrepreneurship, aTexas non-profit corporation (the "Center") (Schertz, the SEDC, and the Center, together, the "Parties"). WITNESSETH: WHEREAS, by Ordinance No. 12-T-15, Schertz established a City of Schertz Economic Development Incentives Policy (the "Gifu Program") under Chapter 380, Texas Local Government Code, as amended (the "Code"}, and the Development Corporation Act, Title l2, Subtitle Cl, Local Government Code, as amended (formerly Article 5190.6, Texas Revised Civil Statutes, as amended), to promote economic development and to stimulate business and commercial activity in Schertz•, and WHEREAS, the SEDC has been established by Schertz pursuant to the Development Corporation Act to promote economic development in Schertz by sponsoring and funding economic development projects; and WHEREAS, Schertz is authorized by the provisions of Article III, Section 52-a of the Texas Constitution and Section 380.001 of the Code to provide grants of public money to promote local economic development and to stimulate business and commercial activity in Schertz; and WHEREAS, the Center has contracted with The University of Texas at San Antonio, an institution of the University of Texas System and an agency of the State of Texas (~~UTSA"), to operate a small business development center (the "Proieet") in New Braunfels, which Project is conducting business as the UTSA SBDC Satellite Office -New Braunfels (the "UTSA SBDC") in accordance with the business plan set forth on Appendix B attached hereto and incorporated herein for all purposes; and WHEREAS, the Center, through its agreement with UTSA, has developed and adopted a plan for the Project's ongoing operation and ultimate performance; and WHEREAS, the Center, through the UTSA SBDC, provides small business development services, including assisting small companies with developing business plans, setting up businesses, and applying for Small Business Administration loans from local banks, at the Project to citizens of Schertz; and WHEREAS, the Center desires to continue to operate the Project, which will increase the tax base of the applicable taxing entities and enhance job opportunities for area citizens; and SOS I A098.5 WHEREAS, the Project will help (1) develop and diversify the economy of the state, (2) eliminate unemployment and underemployment in the state, and (3) develop and expand the commerce in the state; and WHEREAS, the Parties acknowledge that the continued operation of the UTSA SBDC requires capital investment by the SEDC to the Center to fund part of the Project; and WHEREAS, Schertz and the SEDC desire to provide an economic development incentive to the Center in order to encourage the expansion of the tax base, the creation and retention of job opportunities in Schertz, the development and diversification of the economy of the state, the elimination of unemployment and underemployment in the state, and the development and expansion the commerce in the state; and WHEREAS, the Parties aze entering into this Agreement for the purpose of setting forth their respective obligations. NOW THEREFORE, in consideration of the foregoing and the mutual agreements, covenants, and payments authorized herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. Wherever used in this Agreement, the following terms shall have the meanings ascribed to them below: "Advising Client" means an individual Schertz resident or business owner who is actively pursuing a business opportunity within the corporate limits of Schertz who uses the professional services provided by the Center's UTSA SBDC. "Advising Hours" means the amount of time an individual Schertz resident or business owner who is actively pursuing a business opportunity within the corporate limits of Schertz spends with the personnel of the Center's UTSA SBDC working on plans to create, operate, or expand a business within the corporate limits of Schertz. "Business Exnansion" means an Existing Business that has expanded as a direct result of services received from the Center's UTSA SBDC, either by a Capital Infiasion or by the addition of one or mare New Jobs. "Calendar Year" means January 1 through December 31 of a given yeaz. "Canital Infusion" means the total amount of added investment, whether cash or debt, into a business that is located within the corporate limits of Schertz. "Certification Affidavit" means a Certification Affidavit Regarding Quarterly Reports in the form set forth on Aupendix C attached hereto and incorporated herein for all purposes. 50514098.5 _ 2 _ "City Council" means the City Council of the City of Schertz, Texas. "Event of Bankruptcy or Insolvency" means the dissolution or termination of the Center's existence as a going business, the Center's insolvency, appointment of receiver for any significant part of the Center's property with such appointment not being terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of the Center's creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Center with such proceeding not being dismissed within ninety (90) days after the filing thereof. "Existing Business" means a business that is already established within the corporate limits of Schertz. "Expiration Date" has the meaning ascribed to it in Section 2.3. "Final Evaluation Point" has the meaning ascribed to it in Section 4.2. "Fiscal Year" means the fiscal year of Schertz, being October 1 of a given year through September 30 of the following year. "Governmental Authority" means any federal, state, or local governmental entity having jurisdiction over the matter in question. "Governmental Rule" means any applicable law, rule, or regulation of a Governmental Authority. "Incentive" has the meaning ascribed to it in Section 4.1. "Initial Incentive" has the meaning ascribed to it in Section 4.1. "New Business" means a business that is located within the corporate limits of Schertz that is established for the first time. "New Jobs" means full-time employment opportunities that are created at a business located within the corporate limits of Schertz. "Ou uts" has the meaning ascribed to it in Section 2.3. "Profile Report" means a report showing the zip code of all of the participants at the Center's UTSA SBDC who are Schertz residents or business owners and who are actively pursuing a business opportunity within the corporate limits of Schertz. "Retained Jabs" means full-time employment opportunities at a business located within the corporate limits of Schertz that are preserved as a result of training received by the Center's UTSA SBDC. "Second Incentive" has the meaning ascribed to it in Section 4.1. 50514098.5 - 3 - "Training Client" means a Schertz resident or business owner who is actively pursuing a business opportunity within the corporate limits of Schertz who attends a Training Event. "Training Event" means an event facilitated by the a Center's UTSA SBDC meant to instruct a group of participants regarding the skills associated with small business creation, operation, or expansion. ARTICLE II GENERAL PROVISIONS 2.1 Recitals. The recitals to this Agreement are incorporated herein for all purposes. 2.2 Pu_ rpose. The specific purpose of this Agreement is to provide economic benefits to the Center in order for the Center to be able to continue to operate the Project. This action will be a significant contribution toward the SEDC's broader purpose of stimulating and encouraging business and commercial activity in Schertz, creating more job opportunities, building the sales tax base, promoting a partnership relationship with the private sector businesses that will bring additional employment projects into Schertz, developing and diversifying the economy of the state, eliminating unemployment and underemployment in the state, and developing and expanding the commerce in the state. 2.3 Term. The term of this Agreement shall begin on the Effective Date and terminate on the date which is twelve (12} months after the Effective Date (the "Expiration Date"), unless sooner terminated as provided herein. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations of the Center. The Center hereby makes the following representations, warranties, and covenants to Schertz and the SEDC as of the Effective Date: (a) Existence. The Center is a Texas non-profit corporation duly created and validly existing under the laws of the State of Texas. The Center has all requisite power and authority to enter into this Agreement. (b) Authorization. The execution, delivery, and performance by the Center of this Agreement have been duly authorized by all necessary action and wilt not violate the organizational documents of the Center or result in the breach of or constitute a default under any loan or credit agreement, or other material agreement to which the Center is a party or by which the Center or its material assets may be bound or affected. The execution of this Agreement by the Center does not require any consent or approval that has not been obtained, including without limitation the consent or approval of any Governmental Authority. sost4D9a.5 .4 _ (c) Enforceable Obligations. Assuming due authorization, execution, and delivery by each other Party hereto, this Agreement, all documents executed by the Center pursuant hereto, and all obligations of the Center hereunder and thereunder are enforceable against the Center in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No Legal Bar. The execution and delivery of this Agreement and the performance of its obligations hereunder by the Center will not conflict with any provision of any law, regulation, or Governrnental Rules to which the Center is subject or conflict with, or result in a breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which the Center is a party or by which it is bound or any order or decree applicable to the Center. (e) Litigation. There are no legal actions or proceedings pending or, to the knowledge of the Center, threatened against the Center which, if adversely determined, would materially and adversely affect the ability of the Center to fulfill its obligations under this Agreement or the financial condition, business, or financial or business prospects of the Center. (f) Documents. All documents made available by the Center, UTSA, and the UTSA SBDC to Schertz and the SEDC including without limitation all ftnancial documents relating to the Center, the Project, and the UTSA SBDC are true, correct, and complete copies of the instruments which they purport to be and accurately depict the subject matter addressed therein. (g) Knowledge. The Center has no knowledge of any facts or circumstances which currently evidence, or with the passage of time would evidence, that any of the representations made by the Center under this Agreement are in any way inaccurate, incomplete, or misleading. 3.2 Disclaimer. THE CENTER ACKNOWLEDGES THAT, EXCEPT FOR SCHERTZ'S AND THE SEDC'S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED WITHIN THIS AGREEMENT, IF ANY, NEITHER SCHERTZ, THE SEDC, NOR ANY EMPLOYEE, OFFICER, ELECTED OFFICIAL, REPRESENTATIVE, OR AGENT OF SCHERTZ OR THE SEDC, NOR ANY RELATED PARTY OF SCHERTZ OR THE SEDC, HAS MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER (WHETHER EXPRESS OR IMPLIED) REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IF ANY. 50514098.5 _ 5 _ ARTICLE IV INCENTIVE PROVIDED BY SCHERTZ 4.1 Economic Development Incentive. Subject to the Center's continued fulfillment of all the terms of this Agreement, SEDC, through a grant to the SEDC from Schertz authorized by Chapter 380 of the Code, hereby agrees to provide the Center Twenty Thousand and No/100 Dollars ($20,000.00), all to be used by the Center solely for costs of the Project, including, but not limited to, the direct costs of the UTSA SBDC office facilities (the "Initial Incentive"). The Initial Incentive will be paid within fifteen (15) days after the Effective Date of this Agreement. In addition, to the extent the Center meets the criteria set forth in Section 4.2, the SEDC, through a grant to the SEDC from Schertz authorized by Chapter 380 of the Code, hereby agrees to provide the Center not to exceed Twenty-Two Thousand Three Hundred and No/100 Dollars ($22,300.00), all to be used by the Center solely for costs of the Project, as described above (the "Second Incentive", and collectively with the Initial Incentive, the "Incentive"). 4.2 Criteria and Procedure for Second Incentive. The Second Incentive will be paid in a single payment within fifteen (IS) days after the SEDC's receipt of the quarterly report for September 30, 2012 (the "Final Evaluation Point") and for the three preceding quarters (all such reports being in accordance with the requirements of Section 4.3), along with an accompanying Certification Affidavit. If the Center satisfies all of the Outputs described in Appendix A by the Final Evaluation Point, the Center shall receive the entire Second Incentive. In the event that the Center only partially achieves the Outputs by the Final Evaluation Point, the Center shall receive a prorata portion of the Second Incentive, and such prorata portion shall be computed according to a four (4) factor formula. The formula is set forth in the following table, in an example format that assumes hypothetical actual Outputs: Output Outputs Goals Actual Outputs Percentage Success Factor Percentage Contribution Number of Advising Clients 52 26 50.00% .25 12.50% Number of Advising Hours 413.75 300 72.50% .25 18.13% Number of Training Clients 30 15 50.00% .25 12.50% Number of Training Events 2 2 100.00% .2S 25.00% Payment as percentage of Second Incentive 68.13% Amount of Second Incentive $15,192.99 50514098,5 _ ( . Notwithstanding anything herein to the contrary, in no event shall the Second Incentive exceed Twenty-Two Thousand Three Hundred and No/100 Dollars ($22,300.00). 4.3 Quarterly Reports. The quarterly report for the quarter ending September 30, 2012 shall be in the format utilized for the quarterly reports for the quarters ending December 31, 2011, March 31, 2012, and June 30, 2012 and shall be delivered to the SEDC, along with the Certification Affidavit, no later than forty-five (45) days after September 30, 2012, detailing the activities of the Project, which report shall include, at a minimum, the following Schertz-specific information: (a) Quarterly Profile Report and year-to-date Profile Report; (b) Quarterly total and year-to-date number of Advising Clients; (c) Quarterly total and year-to-date number of Training Clients; (d) Quarterly total and year-to-date number of Advising Hours; (e) Quarterly total and year-to-date number of Training Events; (f) Quarterly total and year-to-date number of New Businesses; (g) Quarterly total and year-to-date number of Business Expansions; (h) Quarterly total and year-to-date number of New Jobs; (i) Quarterly total and year-to-date number of Retained Jobs; and (j) Quarterly total and year-to=date amount of Capital Infusion. Notwithstanding anything herein to the contrary, the Center shall deliver to the SEDC a single Certification Affidavit for the four quarterly reports for the quarters ending December 3l, 2011, March 31, 2012, June 30, 2012, and September 30, 2012. The Parties agree that the SEDC shall not be obligated to deliver the payment for the Second Incentive to the Center until after the SEDC has received such Certification Affidavit. ARTICLE V THE CENTER'S RESPONSIBILITIES 5.1 Minimum Term of Operation..The Center shall operate the Project at least until the Expiration Date. 5.2 No Employment of Undocumented Workers. The Center certifies and agrees as follows: (a) the Center certifies that its operation within Schertz or the State of Texas will not knowingly employ an undocumented worker, as defined in 50514098.5 .. 7 Chapter 2264, Subchapter A, Texas Government Code, as amended (the "Act"); and (b) pursuant to the Act, if the Center is convicted of a violation under 8 U.S.C. Section 1324a(f) with respect to its operations in Schertz or the state, after receiving all or any portion of the "public subsidy" (as defined in the Act) authorized by this Agreement, the Center shall (x) promptly give Schertz written notice of such violation, and (y) repay the amount of the public subsidy with interest, at the rate of the prime rate of interest per annum of the Schertz's depository bank (the "Bank") in effect on the date the Center notifies Schertz of the violation. Such repayment shall be made not later than the 120th day after the date the Center notifies Schertz of the violation. This Section 5.2 shall survive the termination of this Agreement. ARTICLE VI TERMINATION 6.1 Termination. This Agreement shall terminate upon the occurrence of any one or more of the following: (a) the Expiration Date; (b) the execution by all Parties of a written agreement terminating this Agreement; (c) at the option of a Party in the event any other Party breaches any of the material terms or conditions of this Agreement and such breach is not cured within thirty (30) days after written notice thereof, or, if such breach is not susceptible of cure within thirty (30) days, such period of time thereafter as the breaching Party diligently pursues the cure thereof, but in any event if such breach is not cured within one hundred eighty (180) days after written notice thereof; (d) at the option of Schertz and the SEDC, if the Center suffers an Event of Bankruptcy or Insolvency; (e) at the option of Schertz, if any ad valorem taxes owed to Schertz by the Center (both real property and personal property) shall become delinquent (provided, however the Center retains the right to timely and properly protest and contest any such ad valorem taxes); (f) any subsequent federal or state legislation or any decision by a court of competent jurisdiction declares or renders this Agreement invalid, illegal, or unenforceable. 50514098.5 _ g _ 6.2 Repayment of Incentive. In the event this Agreement is terminated by Schertz pursuant to Sections 6.1(c)-(fl within six (6) months of the Effective Date, then the Center shall immediately pay to Schertz an amount equal to the total Incentive provided to the Center by Schertz preceding the date of such termination, plus interest at the rate periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by the Bank (or by any other New York money center bank selected by Schertz) as its prime or base commercial lending rate, from the date of termination until paid. In the event this Agreement is terminated by Schertz pursuant to Sections 6.1(c)-(fl more than six (6) months and less than one (1) year after the Effective Date, then the Center shall immediately pay to Schertz an amount equal to fifty percent (50%) of the total Incentive provided to the Center by Schertz preceding the date of such termination, plus interest at the rate periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by the Bank (or by any other New York money center bank selected by Schertz) as its prime or base commercial lending rate, from the date of termination until paid. ARTICLE VII INDEMNIFICATION, ATTORNEYS' FEES, AND OTHER REMEDIES 7.1 THE CENTER COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS SCHERTZ, THE SEDC, AND THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS, REPRESENTATIVES, AND AGENTS OF SCHERTZ AND THE SEDC (COLLECTIVELY, THE "INDEMNIFIED PARTIES"), INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITIES, AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE INDEMNIFIED PARTIES, DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO THE CENTER'S ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF THE CENTER, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT, CONTRACTOR, OR SUBCONTRACTOR OF THE CENTER, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, AND REPRESENTATIVES, WHILE IN THE EXERCISE OR PERFORMANCE OF ~ THE RIGHTS OR DUTIES UNDER THIS AGREEMENT, ALL WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO SCHERTZ AND THE SEDC UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE INDEMNIFIED PARTIES AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER' PERSON OR ENTITY. THE 50514098,5 . q _ CENTER SHALL PROMPTLY ADVISE SCHERTZ AND THE SEDC IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE INDEMNIFIED PARTIES OR THE CENTER KNOWN TO THE CENTER AND RELATED TO OR ARISING' OUT OF THE CENTER'S ACTIVITIES UNDER THIS AGREEMENT AND SHALL SEE TO THE'INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT THE CENTER'S COST. THE INDEMNIFIED PARTIES SHALL HAVE THE RIGHT, AT THEIR OPTION AND AT THEIR OWN EXPENSE, TO PAR'T'ICIPATE IN SUCH DEFENSE WITHOUT RELIEVING THE CENTER OF ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH. THE CENTER FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF THE INDEMNIFIED PARTIES AND IN THE NAME OF THE APPLICABLE INDEMNIFIED PARTY, ANY CLAIM OR LITIGATION BROUGHT AGAINST THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. THE, CENTER'S OBLIGATIONS UNDER THIS SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 7.2 Iadegendent Operator. It is expressly understood and agreed that the Center is and shall be deemed to be an independent operator responsible to Schertz and the SEDC for its respective acts or omissions and that Schertz and the SEDC shall in no way be responsible therefore. 7.3 Attorneys' Fees and Expenses. In the event that the Center should default under any of the provisions of this Agreement and Schertz or the SEDC should employ attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement on the part of the Center herein contained, the Center agrees to pay to Schertz and the SEDC reasonable fees of such attorneys and such other expenses so incurred by Schertz and the SEDC. 7.4 Non-Waiver of Remedies. No remedy herein conferred upon or reserved to Schertz or the SEDC is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. Likewise, no remedy herein conferred upon or reserved to the Center is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute 7.5 Waiver of Conseauential Damaees. The Center waives all present and future claims for consequential damages against Schertz and the SEDC and the appointed or elected officials, members, agents, employees, officers, directors, and representatives of Schertz and the SEDC arising from or related to this Agreement, and such waiver shall survive any termination of this Agreement. 7.6 Release of Existins Claims. THE CENTER, ON BEHALF OF ITSELF AND ITS MEMBERS, MANAGERS, OFFICERS, AND DIRECTORS HEREBY RELEASES ANY AND ALL CURRENTLY EXISTING CLAIMS OF EVERY KIND OR 5051409$.5 _ ~ p . CHARACTER WHICH THE CENTER HAS OR MAY HAVE UNDER OR PURSUANT TO THIS AGREEMENT AGAINST SCHERTZ, THE SEDC, OR THEIR RESPECTIVE APPOINTED OR ELECTED OFFICIALS, MEMBERS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, INDIVIDUALLY AND COLLECTIVELY. ARTICLE VIII MISCELLANEOUS 8.1 Binding Agreement; Assignment. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. This Agreement may not be assigned by the Center without the prior written consent of Schertz and the SEDC. 8.2 Limitation on Liability. It is understood and agreed among the Parties that the Center, Schertz, and the SEDC, in satisfying the conditions of this Agreement, have acted independently, and assume no responsibilities or liabilities to third parties in connection with these actions. 8.3 No Jotnt Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to, and shall not be deemed to, create a partnership or joint venture among the Parties. 8.4 Notice. Any notice required or permitted to be delivered hereunder shalt be deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or (ii) on the day actually received if sent by courier, a recognized overnight delivery service, or otherwise hand delivered. The Center: Address for deliver~~l_ The Center for Entrepreneurship P.O. Box 311417 New Braunfels, Texas 78131 Attn: Trevor Bird Address for personal deliver The Center for Entrepreneurship c% The Greater New Braunfels Chamber of Commerce 390 South Seguin Avenue New Braunfels, Texas 78130 Attn: Trevor Bird sos~ao~ss _ ~ ~ _ Schertz: City of Schertz 140.0 Schertz Parkway Schertz, Texas 78l 54 Attn: John C. Kessel, City Manager With a copy to: Fulbright &Jaworski L.L.P. 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Attn: Katherine A. Tapley SEDC: City of Schertz Economic Development Corporation 1400 Schertz Parkway Schertz, Texas 78154 Attn: David Gwin, Executive Director With a copy to: Fulbright &Jaworski L.L.P. 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Attn: Katherine A. Tapley $.5 ' Conflict. If there is any conflict between this Agreement and another document, the terms of this Agreement shall control. 8.6 Governing Law. This Agreement shall be governed by the laws of the State of Texas, and venue for any action concerning this Agreement shall be exclusively in the State District Court of Guadalupe County, Texas. The Parties agree to submit to the jurisdiction of said court. ' 8.7 Amendment. This Agreement may only be amended by a written agreement executed by the Parties. 8.8 Leal Construction. 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 to the extent that it does not deprive the Parties of the benefit of the bargain and only to the extent permissible by law. 50514098.5 _ t 2 _ 8.9 Captions. All descriptive headings and captions herein are inserted for convenience only and shall not be considered in interpreting or construing this Agreement. 8.10 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement (specifically including, without limitation, Sections 5.2, 7.1, '1_3, and 7_5 of this Agreement} shall survive termination. ' 8.11 Counterparts. This Agreement may be executed in multiple counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. [Signatures and acknowledgments on the following pages J sasiaa98.s - 13 - SIGNATURE PAGE TO THE CENTER FOR ENTREPRENEURSHIP CHAPTER 380 AGREEMENT IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. City of Schertz, Texas, a Texas home rule municipality By: Jahn C. Kessel, City Manager Date: THE STATE OF TEXAS COUNTY OF GUADAGUPE This instrument was acknowledged before me on the I y of , 2012, by John C. Kessel, the City Manager of the City of Schertz, Texas, on behalf of sai City. [ Seal ~~~ ~'~• ~ ~°~~~~~ ~~~ .,-5~,.•:,.:t,~~~,~~,~~~~,~ N u lic In and r the State of Te ~, .~ Sri= ~f ':`'~,~ ! .,'~~~~4~E~ ~ . ~~ ~ ~~ Pic ,~°~ ~~a~4~~ y `"~ cof ~ 1C~~ ~ ~~irrni°il. i B0•:~1p~t71~ ~ ~~, ..yo r;"fiiev°~~+ ~4.""~5°~"saef+ef''"+:~C~"l~a,°~~.~.~ (Signatures and acknoN~ledgments continue on the following pages J 50514098.5 S.j SIGNATURE PAGE TO THE CENTER FOR ENTREPRENEURSHIP CHAPTER 380 AGREEMENT City of Schertz Economic Development Corporation, a Texas non-profit industrial development corporation ~~ ,~ / Harry itney, President Date: ~ / ~ ~~ ~ THE STATE OF TEXAS COUNTY OF - ~ ~ ~~, ,~~:. This instrument was acknowledged before me on the ~ day of ~~ , 2012, by Harry Whitney, the President of the City of Schertz Economic Development Corporation, a Texas non-profit industrial development corporation, on behalf of said non-profit industrial development corporation, [ Seal ] ~ ~ p A r Notary Publ c in and- or the State of Texas ~° ~O$~fjl ~U~ii~ ~z ~c ~~~~~ O~~~Xel~ ~i ! r~ ~ G~mmi~~iorr ~xRir~?. ~,,~~~~..o Q4-?2®2®14 ['Signatures and acknowledgments continue on the following page ~ sos iao9s,s S-2 SIGNATURE PAGE TO THE CENTER FOR ENTREPRENEURSHIP CHAPTER 380 AGREEMENT THE STATE OF TEXAS 3 COUNTY OF ~ § The Center for Entrepreneurship, a Texas non-profit corporation . ~ ~ ~t_. By Trevor Bird, President Date: ~1 `7 ~ . 50514098.5 S-3 Appendix A Outputs The Outputs referenced in Section 4.2 of the Agreement shall be measured for the period beginning October 1, 2011 and ending on the Final Evaluation Point, September 30, 2012. The Parties agree that the Output goals are as follows: Total Previously Reported D i i O Schertz Out utst Remaining Outputs utput escr pt ons Output Required Goals Q1 Q2 Q3 Number of Advisin Clients 52 11 8 2 31 Number of Advisin Hours 413.75 153.00 127.50 50.75 82.50 Number of Trainin Clients 30 0 0 0 30 Number of Trainin Events 2 0 0 0 2 In furtherance of satisfying the Outputs requirements for training events, the Parties have scheduled the following two (2) training events: September 26, 2012 "Effective Employer Policies and Practices" September 26, 2012 "How to Do Business With Governmental Entities" The SEDC agrees to provide a training toom and all other facilities that the SEDC determines to be required for the above-referenced training events. The SEDC shall utilize and rely upon its existing relationships with local chambers of commerce to advertise these training events. ' As set forth in Section 4.3 of the Agreement, the Center shall deliver to the SEDC a Certification Affidavit certifying the truth, accuracy, and completeness of the Previously Reported Outputs and the Outputs for the quarter ending September 30, 2012. sosi4o9s.s Appendix A-t AAAendix B Business Plan for the Project [see the following seventeen pages J 50514098.5 Appendix B-1 Second Draft - 0/22/11 Business Plan Satellite Office Small Business Development Center Institute for Economic Development The University of Texas at San Antonio Prepared by Morrison Woods Director UTSA SBDC March 30, 2011 TABLE OP CONTENTS EXECUTIVE SUMMARY 2 MISSION, VISION AND VALUES 3 BUSINESS DESCRIPTION q OPERATIONS PLAN MARKET ANALYSIS 5 7 PROMOTIONAL STRATEGY 11 MANAGEMENT PROFILE 12 BUDGET 1 ~ EXECUTIVE SUMMARY The University of Texas at San Antonio (UTSA) Small Business Development Center {SBDC) Satellite Office wilt be housed in a visible, accessible location in the Central Business District of New Braunfels, Texas. Its normal hours of operation will be Monday thru Friday from 8:00 am to 5:00 pm. The Satellite Office will serve the needs of existing and potential small business owners throughout Comal and Guadalupe Counties and will be operated by the University of Texas at San Antonio. The total first year cast for the Satellite Office is $169,215. Funding for the.office was provided for a one year picot project by the City of New Braunfels (50%), the City of Seguin (25%) and the City of Schertz (25%). Continued funding will depend on the performance of the Satellite Office. The SBDC offers integrated services to meet the needs of experienced small business owners as well as individuals interested in starting a business. These services include training and individual, confidential advising. Every effort is made to match the needs of the individual to the resources of the SBDC. The Satellite Center will be staffed by a Project Manager and an Administrative Assistant, but ail the resources of the SBDC will be available to support them in achieving their goats. The SBDC has operated through a cooperative agreement with the U,S. Small Business Administration since 1987. It has a proven track record of producing results through its assistance to small business owners. The activities of the SBDC are guided by its Mission, Vision and Values. Our mission is to foster small business success. Our vision is we are a leading economic development network recognized for excellence in service to the small business community. Our values are integrity, excellence, service and innovation. The rapidly growing communities in Comal and Guadalupe counties should be fertile ground for entrepreneurial activity. The SBDC will focus on new business starts and the expansion and retention of existing businesses. This will be accomplished by extensive networking with chambers of commerce, city economic development departments, financial institutions and other business organizations to obtain referrals. 2 MISSION, VISION AND VALUES MISSION: Our mission is to foster small business success. VISION: We are a leading economic development network recognized for excellence in service to the small business community, VALUES; INTEGRITY Building our reputation by being accountable, credible, ethical and respectful EXCELLENCE Exceeding stakeholder expectations by achieving results, demonstrating leadership and leveraging our resources and expertise SERVICE Delivering results and fostering diversity by being responsive, adding value, providing solutions and collaborating INNOVATION Fostering a culture of creativity by embracing change, livelong learning and risk-taking 3 BUSINESS DESCRIPTION Name: UTSA Small Business Development Center Location: Central Business District New Braunfels, Texas Operator: The University of Texas at San Antonio Funder: The Center for Entrepreneurship A 501 c3 Corporation Structure: The Center far Entrepreneurship will contract with The University of Texas at San Antonio (UTSA) on an annual basis to operate a Small Business Development Center (SBDC) Satellite Office in New Braunfels, Texas that will serve small business owners and potential small business owners in Comal and Guadalupe Counties. Funding for the Satellite Office is provided by the City of New Braunfels (50 percent), the City of Seguin (25 percent) and the City of Schertz (25 percent). This will be an expansion of existing services offered by the UTSA SBDC. Services: The SBDC offers integrated services to meet the needs of experienced small business owners as well as individuals interested in staring a business. These services include training and indiv'tduai, confidential advising. Every effort is made to match the needs of the individual to the resources of the SBDC. In both training and advising, the UTSA SBDC strives to strengthen businesses. Staffing: Project Manager Administrative Assistant Outputs: The projected outputs for the first year of operation of the SBDC are: Number of Advising Clients 208 Number of Training Clients 120 Number of Advising Hours 1,655 Number of Training Events 8 Outcomes: The projected outcomes for the first year of operation of the SBDC are: Number of Business Starts 15 Number of Business Expansions 15 Number of Jobs Created 88 ' Number of Jobs Retained 57 Total Capital Infusion $1.88 million 4 OPERATIONS PLAN The SBDC will be located in or near the Central Business District in New Braunfels in a visible location per the desires of the Center for Entrepreneurship board. It wilt have a small reception area, one office and a small conference room for 10-12 people. Limited parking should be available, as the SBDC encourages people to make appointments rather than walk in unannounced. It is anticipated that the Project Manager will be circulating in the business community much of the time, especially during the initial stages of the SBDG operations. Many of the advising sessions will be conducted at people's place of business rather than at the SBDC office, but the office is needed for those individuals interested in starting a business. The search is underway for an appropriate, available location. The SBDC will operate Monday -Friday from 8:00 a.m. to 5:00 p.m., and will observe holidays according to the published schedule of the University of Texas at San Antonio. The Project Manager will have specific, measurable goals that may not be attainable during normal business hours. That individual is expected to participate in after hours and weekend activities such as workshops and networking and community events as part of his or her regular duties. The office should be a professional environment with space #or storage of files and other materials. It wilt also need to be compliant with the Americans with Disabilities Act (ADA). The University of Texas at San Antonio will need to inspect and approve the site as meeting all requirements of the university before the space can be occupied. The satellite center will attempt to use vendors located in Comal and Guadalupe Counties for purchases of office supplies, furniture and equipment, keeping in mind the purchasing requirements of the University of Texas at San Antonio. The overall operation of the satellite center will be managed by the SBDC located at the UTSA Downtown Campus in San Antonio. Job descriptions for the Project Manager and Administrative Assistant for the satellite center are on pages 13 and 1~i respectively. All staff resources of the SBDC will be available to support the activities of the primary Satellite Center staff. Every effort will be made to provide services commensurate to the support provided by each community funding the satellite center i.e. proportional distribution of effort. Outcomes will be based on numbers generated within Comai and Guadalupe counties, as individual business owners will decide where to locate their business based on the market for their goods and services. 5 Recruiting for both positions will be done through the automated STARS system of the UTSA Human Resources Department. Ail applicants will need to apply on-line at the STARS website. The candidates selected for the positions should live in Comal or Guadalupe Counties. The SBDC will also publicize the availability of these positions in local media and through its network or contacts in communities throughout the two county service area. The slaff of the satellite center will be employees of the University of Texas at San Antonio and their employment will be contingent upon continued funding of the satellite center by the Center for Entrepreneurship. 6 MARKET ANALYSIS Small businesses continue to be the net job generators in the United States economy. Current economic conditions are making it difficult for small businesses to attract and retain customers which, in turn, makes it difficult far many of these businesses to obtain the financing they may need as the economy recovers. The SBDC looked at six sources of data to identify those segments with the greatest potential to generate impact. Those sources were; SBDC Client Top Job Generators Alamo WorkSource Top Job Generators Reference USA Top Employers Reference USA Top Revenue Generators State of Texas Target Industry Clusters The alignment of data from each of this information sources was based on the number of times each of the flue data sources indicated that a business sector was or had potential to produce high growth in employment. The level of alignment is shown below: Health and Wellness 100% Food Services 67% Wholesale Trade 67% Information Services 50% Aerospace and Defense 33% Educational Services 33°!0 It is clear that the best alignment is in the broad areas of Health and Wellness, Food Services and Wholesale Trade. Based on Reference USA data from March 29, 2011, there are 8,211 companies located in Comal and Guadalupe Counties. Approximately 97% of firms in the two country area employ fewer than 50 people, with firms of 1-4 employees accounting for about ti3% of that total. Approximately 2$% of firms in the area employ 5 to 19 people, and another 6% of firms employ 20.49 people. See Table 1 on following page for distribution of companies by number of employees. Although there are a great number of Firms in the 1-4 employee range, it appears the 5 to 19-employee group has the most potential for growth. They have demonstrated an ability to grow based on the number of employees they already have and the fact that they compose a little over a quarter of the total market in the area. That does not mean small firms and start-ups will be neglected, as they are the entrepreneurial engine that generates the creative churn in small business activity. 7 TABLE 1 CUMULATIVE NUMBER OF NUMBER OF PERCENT OF PERCENT OF EMPLOYEES COMPANIES COMPANIES COMPANIES 1 - 4 5,187 63% 63% 5 - 9 1,444 18% 81 10--19 801 10% 91 20 - 49 494 6% 97% 50 - 99 178 2% 99% 100 - 249 77 1 % 100% 250 - 499 15 0% 100% 500 - 999 11 0% 100% 1,000 - 4,999 4 0% 100% Total 8,211 100% The Comal-Guadalupe Counties business environment is very favorable and appears to be in a growth stage that should be sustainable for several years, The total population of Comal and Guadalupe Counties grew by 44% between 2000 and 2010 from 167,044 to 240,005. See Table 2 below for details. TABLE 2 PERCENT 2000 2010 CHANGE IN LOCATION POPULATION POPULATION POPULATION United States 281,421,906 308,745,538 10% Texas 20,851,820 25,145,561 21% Comal County 78,021 108,472 39% Guadalupe County 89,023 131,533 48% Cornai and Guadalupe Counties 167,044 240,005 44% This growth far exceeded the growth of the country as a whole, which grew by only 10%. Texas grew by 21 %, which is less than half the rate of growth for the Comal and Guadalupe Counties. The Hispanic population in Coma) and Guadalupe Counties grew by 57% from 2000 to 2010. The Hispanic population comprises 31% of the population in these two counties and is projected to grow. 8 The Hispanic population is one of the fastest growing entrepreneurial groups, so this change also bodes well for the small business environment of Corral and Guadalupe Counties. See Table 3 and 4 below for details. TABLE 3 PERCENT 2000 2010 CHANGE IN HISPANIC HISPANIC HISPANIC LOCATION POPULATION POPULATION POPULATION Texas 6,669,666 9,460,921 42% Corral County 17,609 26,989 53% Guadalupe County 29,561 46,889 59% Corral and Guadalupe Counties 47,170 73,878 57% TABLE 4 2000 2010 HISPANIC HISPANIC PERCENT OF PERCENT OF TOTAL TOTAL LOCATION POPULATION POPULATION Texas 32% 38% Corral County 23% 25% Guadalupe County 33% 36% Corral and Guadalupe Counties 28% 31% Women are also entering the entrepreneurial ranks at a faster rate than the general population, so there are also opportunities for growth among that group. The continued rapid growth in population will require the expansion of existing businesses and the opening of new businesses to meet the growing demand of the population. The SBDC can support the growth of those businesses through its proven record of assisting clients expand or start their businesses. The UTSA Institute for Economic Development also houses the Minority Business Enterprise Center {MBEC) that focuses Its assistance on minority-owned firms that have annual revenues in excess of $500,000. The SBDC and MBEC have Business Advisors that are bilingual in Spanish. 9 The challenge will be finding clients that qualify for financing based on the six Cs of credit: Character (reputation for keeping commitments) Capability (experience in business and the particular industry) Credibility (reliability of business operations) Collateral (assets and repayment ability) Context (product or service differentiation and competition) Conditions (micro and macro economic conditions) Many people have great ideas but may be weak inane or all these areas and this can limit their ability to obtain funding for their ventures, Most people do not have the resources to fully fund their business Ideas, so access to capital is critical to their existence, 10 PROMOTIONAL STRATEGY The business advising services of the SBDC are provided at no cost to the client, but it should be noted that these are prepaid services because funding for the satellite offices will come from focal funding sources. The SBDC charges minimal fees for workshops to cover the costs of developing them and providing handouts. Prices will need to be adapted to the local markets based on the response to the normal workshop pricing structure of the SBDC. The SBDC will accept cash, checks and Master Card, American Express and Discover credit cards in payment for workshops, Clients are encouraged to register and pay in advance for workshops to ensure they make a commitment to attending the training event, but payment and registration is also acceptable at the door. Payment at the door is not encouraged however since materials must be prepared in advance of the workshop. The SBDC staff networks extensively in the community with chambers of commerce, economic development corporations, financial institutions and other business organizations to obtain referrals. Promotional materials will be developed for distribution with the communities served and, eventually, a web link will be created on the UTSA SBDC web site for the satellite center serving Comai and Guadalupe counties. 11 MANAGEMENT PROFILE The organization chart for the UTSA SBDC is shown below. The positions shaded in gray are the two staff members of the Satellite Center in New Braunfels. These two staff members will be the primary contacts for activities in Comal and Guadalupe counties, but it should be kept in mind that the entire staff of the UTSA SBDC will be available to support small business development activities in the two county service area. Wayne Looff will continue to serve both counties in his role as a Senior Business Advisor with the Rural Business Program of the SBDC. Collaboration between Wayne and the new Satellite Center staff will be essential to meeting the needs of both counties. The backgrounds and experience of ail SBDC staff members is located at the "About Us" tab on the SBDC web page located at www.sasbdc.ora. The preliminary job description for the Project Manager is on the following page. 92 Tills of Position ProJacl Manager Employing DaparlmenUOfftca UTSA Smell Business Development Center location Now Braunfels, Texas benefits Eligible? Thls Is an Administrative 8 Professlonai (A&P), beneflte eligible, position. Grant Funded? (A grant funded Yes position Is contingent upon the avallabUity of funds) Hours perweek 40 It employee wfp be working a Some early morning, evening and weekend work required. Up l0 26% (ravel on day trips only. schedule other then Monday - Occastonai overnight travel. Friday, B:00am - 6:00pm, specify hours and days to 6e worked Security Sensitive Yes (Requires a criminal background check) Required Education Bachelors Degree Preferred Education Mastefs Degree ' Prefer MBA from an accredited Institution in euslness Admtnistrallon. Expartenoe as a business owner or experience working in a email business development program may substitute for the MBA. MS Office Experience Required Word Excel other Computer and Softvrare WA Skills Required Experience and Other Skills Three ysare of related professional experience in any combinallon of areas such as the following: Required consultant to small businesses in management or technical skills, s1aH member wittdn a bus(nesslaconomio devefopmentorganization, manager or proprietor of a small business, procurement or government contracting experience, banking with commerclai lending experience. Excellent verbal and written communtcalion skllie. Excellent tnterpereonat skills. Ability to work and lake Initiative ~vlthout close supeMston. Ability to deaf with a wide variety o! Individuals and organizations; confldenliality essential. Texas Drivers license or the ablity to obtain one by the Brat date of employment. Other Skips Preferred Three years of commerdal tendtnglpnandal experience or procurement and government contreciing experence dealing with small business; small business consuiting experience; loan packaging experience; previous SBDC experience a plus; strong working knowledge of Microsoft Office appilcattons Including Excel, PowerPoini, Word and Access; bilingual In Spanish. Descrippon of Job Dulias Function: To provide management and technical assistance and Information seMces to small businesses. Scope: Responsible for providing counseling on all aspects of small business operations including marketing, management, Onandng, procurement, accounting, personnel, but with special emphasis on Onancing smell businesses or procurement and government contracting. Conduct silent counseling, assist in the development and implementalton of training Quanta and workshops, promote SBDC seMces, network with community orgsnizationa Involved to smell business and economic development, and assist In maintenance of data in the SBDC Cilent Activity Training System (CATS). Tvuicat duties incude: (1) providing counseling for smell business silents, (2) performing Heads assessments of businesses and recommending plans of action, (3) assisting the director and assistant director fn working with community organizations to achieve program goats, (4) assisting to the development and ImplemenlaUon of workshops and conferences for businesses Including parUdpaUon as a speaker, {S) pariicpapng In marketing end outreach efforts including travel to rural communllles, and (S) other duties as assigned. Periodic duffles ink ude: (1) attending professional development workshops and seminars relating to smell business development, (2) assisting In the preparation of program reports, and (3) attending SBDC regional end natlonat meetings. Position Will Report To Morrison Woods (Supervisor's flame) 7ttle Director (SupeMsor's Title) 13 The preliminary job description for the Administrative Assistant is below. Tilie of Poelifon Administrative Assistant Employing DepartmenUGHice UTSA Small Business Development Center Location New Braunfels, Texas Benefits Eliglbie? This is a Classified, benefits eligible, poslllon. Grant Funded? (A grant funded Yes position is contingent upon the availabllily of funds) Hours per week AO If employee will be working a Early morning and evening work maybe required. schedule other than Monday - Frlday, B:OOam - S:OOpm, specify hours and days to be worked Security Sensitive Yes (Requires a criminal background check) Required Education Graduated High School or completed GED Preferred Education Assoclale's Degree MS Office Experience Required Word Excel Other Computer and Software Skllis N/A Required Experience and Other Skills Three years of clerical or office experience. Proficiency in the use of English Required grammar, spelling and business math. Knowledge of current methods and systems of bookkeeping, filing and purchasing. Excellent interpersonal skllis dealing with a wide variety of people and a high volume of communications. Other Skills Preferred Knowledge of Client Activity Tracking System (CATS) software. Experience with Mtcrosoft Powerpofnt & Outlook. Description of Job Dulles Receive, sort, screen, and dlairibute mall and Incoming communications. Evaluate mail for supervisor. Type, proofread, edit and produce fn final form correspondence, forms, reports, manuscripts, research articles and other materials and special projects. Compose moderately complex correspondence. Act as receptionist; answer the telephone, greet and screen visitors, schedule appointments. Advise students, administrators and staf/ regarding administrative or academic policies and procedures. Malntaln departmental budget. Process purchase orders, vouchers and requlsillons. Reconcile Isdgers. Malntaln a wide variety of complex academic, Ascal, personnel and administrative records, accounts and files consisting of official and con8dentla) matters. Coordinate clerical and tlscal activilles within the department and determine work priorities. Develop work standards and ' procedures. Counsel, investigate, and evatuate complaints to so{ve problems as they arise. Perform additional duties as assigned. Position Will Report To VACANT (Supervisor's Name) 71t1e Project Manager (Supervisor's Title) 14 Budget 88TIMATED BUDGET FOR FY 2012 (Ootober 1, 2011 - Soptombor 30, 2012 UTSA SBOC Satellite Center for Comal and ciuadatupe Counties DESCRIPTION BUDGET A. PERSONNEL Pro)ect Manager $ 47,000 Adminlslreltve Assistant 25 400 Total Satartes and Wa es 74.4Q0 B. FRINGE BENEFITS S1af1 rate 21 720 Total Frin a Benefits S 21 720 C. TRAVEL In•Slate: (1) Unplanned travel to attend unspactled meetings, confarances, eta (2,000 tulles C~ S.60/mite) $ 1,000 (2) Travel to weakly stafl meeling8 {48 @ S3S) $ 1,880 4 Slaft Miles e: Communfl and client ouUeach 7 000 tulles .SOlmlle S 3 800 Total Travel S 6180 D. EQUIPMENT (1) Laptop compulerewith docking stations (2 (~ $1,760) S 3,500 (2) Printers (2 ®Sg00) S 800 (3) Scanner (1 @5700) g 700 (4) Furniture (a) Executive Deak with Credenza and Flle Cabinef (1 (~ $2,600) S 2,500 (b) Reception Desk with Credenza and Flle Cabinet (1 (~ 52,000) $ 2,060 (c) Ergonomic Task Chairs (2 ~ $475) S 050 (d) Conterenco Tabte for 10 (1 ®51,000) S 1,000 (e) Conference Chairs {10 @ 5350) S 3,600 (f) Guest Chetrs (4 ®5300) $ 1,200 (8) Blackberry or IPhono (1 ®S200) S 200 (7) Alr card for Blackkbeny (1 ~ S50) $ 50 (8) Telephones (3 ®S75) $ 225 9 Deskto Co ter 1 600 S 500 Total E ul men! 16 825 E. SUPPLIES Two s1aH 2 26/month 800 Total SU lies S 600 F. CONTRACTUAL S Total Contractual S t3. CONSULTANTS $ Total Consultants $ - 15 DESCRIPTION BUDGET H. OTHER Memberships In and networking wtlh small business organizations (8 (~ 5280) $ 1,600 Protesslonel acltviUes & devetopmenl (1) Registration for ASBDC conference for Pro)ect Manager $ 5gg (2) Registration for two aloft members for SWTXB 58DC Protesslonal Development (2 f~ $388 $ 700 (3) Unscheduled professional development ac11v(ttes (2'760) 5 1,500 Telephone service: Slackbe-ry Phone Service (S80/month) $ 880 Telephone 81ax services (3 (~ 5200/month) S 7,200 Office Space (1,178 sq ft. ~ 51.081month) $ 1A,948 Internet Connections (1) Wired and WIFI intemet connections Inataliellon (1(~ $1,600) $ 1,60p (2)1Mred and WiFt Intemet connections equlpmenl(1®$1,000) $ 1,000 (3) Wired and WIFI intemet connection monthly tees (12 Q $100) 5 1,200 Conference Room Equipment (1) Web camera (1 ®S50) $ 60 (2) WebX subscription monthly fees (12 ®550) $ 800 (3) Desktop projector (1 ®$600) $ 600 (4) Cart for LCD Screen (i ~ 5500) S 800 (5) Computer Wlih wireless mouse and keyboard (1 Q S1,300) S 1,300 (8) Shelf for computer (1 ~ $160) S 160 Postage (special event mailings: 4 mailings ~ $76) $ 300 Postage (tnformatlonal mailings: 4 quarterly ma{Iings ®$78) $ 300 Postage (routine mailings: 10 malUngs/month ~ 5.80/mailing} $ 80 Printing/Graphics for promotional materials (4 printings of 1,000 ®$.20/piece) $ 800 Training Materials (8 workshops ®$2ti) $ 200 Copier service (12 months ®520/month) S A80 Computer replacement (No computer replacement) $ - Mlacellaneous S 78 TotalOlher S 38,307 L TOTAL DIRECT COSTS $ 183 832 J. TOTAL IN-DIRECT COSTS 10.0°~ of total direct modl0ed cost S 16 383 TOTAL 188 215 16 A~nendix C Certification Affidavit [see the following two pages J 50514098.5 Appendix C-1 CERTIFICATION AFFIDAVIT REGARDING QUARTERLY REPORTS This CERTIFICATION AFFIDAVIT REGARDING QUARTERLY REPORTS (the "Affidavit") is made as of the date of the acknowledgment below by Morrison Woods (the "Affiant"), in his role as the Director of the Small Business Development Center of The University of Texas at San Antonio ("UTSA"), for reliance upon by the City of Schertz Economic Development Corporation, a Texas non-profit industrial development corporation (the "SEDC"), and the City of Schertz, Texas, a Texas municipal corporation (the "City"), in connection with The Center for Entrepreneurship Chapter 380 Agreement between The Center for Entrepreneurship, a Texas non-profit corporation (the "Center"), the City, and the SEDC (the "Agreement"), and the grant of public funds contemplated in the Agreement in the maximum amount of Forty-Two Thousand Three Hundred and No/100 Dollars ($42,300.00). Affiant hereby swears under oath, for the benefit of the SEDC and the City, as to the following: 1. Affiant has personal knowledge of the matters set forth in this Affidavit, and the facts stated herein are true and correct to the best of his knowledge. 2. As the Project Director of the UTSA SBDC Satellite Office-New Braunfels Program (the "Program"), Afl-iant (a) oversaw the work performed by UTSA staff in support of its obligations under the Sponsored Program Agreement between The University of Texas at San Antonio and The Center for Entrepreneurship that was executed in August, 2011 (the "TCE Agreement"), (b) ensured that information gathered from Program clients meets the standards of the U.S. Small Business Administration, (c} has reviewed the four Quarterly Reports referenced in the following paragraph prepared by. UTSA in connection with the Program and the TCE Agreement and certifies that they are true, accurate, and complete in all material respects, and (d) has access to the files relating to the Program. 3. Affiant obtained copies of the four Quarterly Reports prepared by UTSA in connection with the TCE Agreement from its Program files. Such copies are attached hereto as Exhibits "A-1 through A-4" and accurately reflect work performed by UTSA staff and information provided by Program clients during the time periods ending December 31, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, respectively. 4. Afl-iant understands that this Affidavit is being relied upon by the SEDC and City in connection with the grant of public funds to the Center. 5. Affiant has the authority to sign this Affidavit on behalf of the Small Business Development Center of The University of Texas at San Antonio. [ remainder of page intentionally left blank ] sosi4o9s.5 Appendix C-2 In Witness Whereof, this Certification Affidavit Regarding Quarterly Reports has been executed as~of the date of the acknowledgement below. THE STATE OF TEXAS § COUNTY OF § Affiant: Morrison Woods, Director, Small Business Development Center of The University of Texas at San Antonio Sworn to and subscribed before me, the undersigned Notary Public; on this day of 2012, by Morrison Woods, Director of the Small Business Development Center of The University of Texas at San Antonio. [SEAL] NOTARY PUBLIC, STATE OF TEXAS PRINTED/TYPED NAME OF NOTARY MY COMMISSION EXPIRES: List of Exhibits: Exhibit "A-1" Program Quarterly Report for period ending December 31, 2011. Exhibit "A-2" Program Quarterly Report for period ending March 31, 2012. Exhibit "A-3" Program Quarterly Report for period ending June 30, 2012. Exhibit "A-4" Program Quarterly Report for period ending September 30; 2012. sosiao9a.s Appendix C-3