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HomeMy WebLinkAboutAgenda_2017_1_5_Meeting(145) (8)AGENDA ANNA ECONOMIC DEVELOPMENT CORPORATION Thursday, January 5, 2017 @ 5:00 PM ECONOMIC Anna City Hall, Council Chambers DEVELOPMENT CORPORPORATION oweY, 111 N. Powell Parkway, Anna, Texas 75409 The Anna Economic Development Corporation will conduct a meeting at 5:00 PM on January 5, 2017, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order, Roll Call and Establishment of Quorum 2. Invocation and Pledge 3. Consider/discuss/action regarding approving a professional services agreement with City Centric Planning, LLC for consulting services related to the development of a PD (planned development zoning) and the development and design of Covenants, Conditions, and Restrictions (CCR's) for the proposed Anna Business Park. 4. Consider/Discuss/Action adopting a resolution approving a sponsorship agreement with the Greater Anna Chamber of Commerce. 5. Consider/Discuss/Action adopting a resolution approving expenditure of funds for regular janitorial cleaning services at 312 North Powell Parkway. 6. Update on 312 North Powell Parkway conversion to Inc -Cube. 7. Consider/Discuss/Action approving a resolution authorizing the expenditure of funds to erect a monument sign at 312 North Powell Parkway. 8. Consider/Discuss/Action regarding adopting the minutes from November 3, 2016. 9. Adjourn. This is to certify that I, Jessica Perkins, Chief Administrative Officer, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on December 30, 2016. Jessica Perkins, Chief Administrative Officer IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into closed session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 4. EDC Agenda Staff Report Meeting Date: 1 /5/2017 Staff Contact: Jessica Perkins Consider/discuss/action regarding approving a professional services agreement with City Centric Planning, LLC for consulting services related to the development of a PD (planned development zoning) and the development and design of Covenants, Conditions, and Restrictions (CCR's) for the proposed Anna Business Park. SUMMARY: Now that we have closed on the land, it will be necessary to have CCR's in place and the correct zoning in order to convey land to a purchaser/user. The CCR's will identify standards for the business park (similar to an HOA for a residential neighborhood). Both text and graphics can be used to establish a sense of quality so that each subsequent user can be aware of the goals of the EDC. Additionally, the current zoning is single family and multi -family. A PD or planned development will need to drafted and presented to the Planning and Zoning Commission along with a zoning change request. Phyllis Jarrell of City Centric Planning, former employee of 32 years for the City of Plano's Planning Department, is knowledgeable enough to do both tasks and having her do so will assist in eliminating any duplication. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type Professional Services Agreement 12/22/2016 Backup Material Res. Prof Services Agreement - Phyllis 12/26/2016 Resolution PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES STATE OF TEXAS § COUNTY OF COLLIN § This Professional Services Agreement for Consulting Services (this "Agreement") is made and entered into on the XX day of XXXXXXXX, 2017, by and between the Anna Economic Development Corporation, a Texas Type A development corporation, with its principal office at 111 North Powell Parkway, Anna, Collin County, Texas 75409 ("OWNER") and City Centric Planning LLC with its principal office at 2813 Persimmon Court, Plano, Texas 75074 ("CONSULTANT"). WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 EMPLOYMENT OF CONSULTANT OWNER hereby contracts with CONSULTANT, as an independent contractor, and CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, (1) with the professional skill and care ordinarily provided by competent urban planners practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent urban planner. The professional services set out herein are in connection with the following described project (referenced herein as the "Project"): The Project shall include limited services traditionally performed by a retained or employed urban planner that is assisting with the creation and finalization of covenants, conditions, and restrictions for a proposed development project, including the services described under Article 2.A. of this Agreement and all related subtasks necessary and proper to fulfilling the duties expressly stated herein. ARTICLE 2 SCOPE OF SERVICES CONSULTANT shall perform the following services in a professional manner: A. CONSULTANT shall perform the following services: research, consultation, drafting of a set of planned development zoning stipulations and proposed covenants, conditions, and restrictions for all parcels of land targeted for development for the planned Anna Business Park ("C.C. & R."). The subject parcels of land will be identified for CONSULTANT by the OWNER'S Chief Administrative Officer. The C.C. & R. prepared by CONSULTANT shall be no less restrictive than the applicable regulations of federal, PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 1 of 11 state, or local law (including all subdivision, zoning and building codes of the City of Anna) as those regulations exist on the date the C.C. & R. are approved or recorded. The C.C. & R. may be designed to be more restrictive than said regulations, if in the professional judgment of CONSULTANT it would be beneficial to OWNER, or as may be requested by OWNER. B. CONSULTANT shall plan, develop, and draft a set of planned development zoning stipulations and the C.C. & R., in consultation with the OWNER and such other persons as may be designated by the OWNER, as further set forth in Exhibit A. CONSULTANT shall carefully draft recommended land use restrictions which appropriately balance the interests of OWNER, future owners or tenants of the property, adjacent property owners, and neighborhoods and other areas in general proximity. C. If required, CONSULTANT shall prepare graphics to accompany the C.C. & R. which reflect the aesthetic qualities likely to attract and retain the interest of desirable tenants and/or purchasers and deemed appropriate for the Anna Business Park in the discretion of OWNER. If such services are desired from CONSULTANT at a future date, a separate written contract will be drafted and executed as negotiated between the parties. CONSULTANT shall solicit and incorporate the feedback of OWNER at various stages throughout the design process. As reasonably requested, CONSULTANT will prepare alternative graphics for comparison by OWNER. D. CONSULTANT will confer with City of Anna and Anna EDC staff as needed through meetings and conference calls to develop planned development zoning stipulations and C.0 & R. E. CONSULTANT shall attend one Planning & Zoning Commission and one City Council meeting, if required by the OWNER, as part of the development and adoption of planned development zoning stipulations. F. CONSULTANT shall provide the following deliverables: 1. Planned Development Zoning Stipulations to be adopted by ordinance 2. C.0 & R document to be filed and recorded for the PROPERTY G. CONSULTANT shall not be responsible for filing and/or recording the C.C. & R. described in this Agreement. H. CONSULTANT shall not be responsible for preparing documents creating a Property Owners' Association or similar entity deemed necessary by the OWNER to facilitate the enforcement of the C.C. & R. ARTICLE 3 ADDITIONAL INCLUDED SERVICES PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 2 of 11 Additional services to be performed by CONSULTANT for no additional compensation, whether included in the above -described Scope of Services are generally described as follows: A. Services relating to review of concepts of development, land use concepts, platting, consideration or critiques of entry features, landscape plans, and similar professional services B. During the course of drafting the C.C. & R., as requested by OWNER, CONSULTANT will be reasonably available for meetings with OWNER and/or OWNER's designees, which may include members of the business community and/or local residents, and which are not included in Exhibit A under C.C. & R. Services. C. CONSULTANT will assist OWNER's representatives on an as -needed basis in any necessary meetings or hearings before regulatory agencies relating to the Anna Business Park, until such time as the C.C. & R. for the subject properties are finalized, approved, and recorded. D. Preparing or supplying copies of computer aided drafting (CAD) electronic data bases, drawings, or files for use by OWNER and developers of the Anna Business Park. E. Providing a final version of the C.C. & R., portable document format (PDF), for approval and eventual recording by OWNER. ARTICLE 4 PERIOD OF SERVICE, PROJECT DESIGNEE This Agreement shall become effective as of the date that all of the following have occurred: (1) the duly authorized representative of CONSULTANT executes this Agreement; (2) this Agreement, fully executed, has been delivered to OWNER; and (3) the City of Anna, Texas City Council has duly approved of OWNER entering into this Agreement. This Agreement shall remain in force for the period which may reasonably be required for the completion of the Project, which is estimated to be eight (8) weeks subsequent to the execution of this Agreement and any reasonable extensions approved by OWNER. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible, contingent on public hearing and meeting schedules, and to meet the schedule(s) established by OWNER, acting through its Project designee, who shall be its Chief Administrative Officer ("CAO") unless otherwise designated in writing by OWNER. ARTICLE 5 COMPENSATION A. COMPENSATION TERMS: PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 3 of 11 1. For and in consideration of the professional services to be provided by CONSULTANT herein, OWNER agrees to pay two payments of $2,000 in the manner set forth in B.1., below. This shall incorporate and subsume any and all expenses arising from CONSULTANT's provision of professional services described in this Agreement, including but not limited to mileage, materials, and software licenses. 2. In the event of some unforeseen expense incurred by CONSULTANT, a request for reimbursement (with suitable receipts/documentation) may be submitted to OWNER for consideration of reimbursement. OWNER shall not be obligated to reimburse any such expense in absence of a written approval from OWNER executed prior to CONSULTANT incurring the expense at issue. Time dedicated to work on the Project by CONSULTANT (or any subcontractor, agent, employee, or assignee of CONSULTANT) does not constitute an expense eligible for reimbursement in absence of a separate written Agreement. B. BILLING AND PAYMENT: 1. Payment to CONSULTANT of two (2) payment(s) of $2,000 will be made in two (2) equal installments: the first shall be delivered by OWNER within 30 days of the date this Agreement is executed by both parties; the second shall be delivered by OWNER within 30 days of CONSULTANT's delivery of the final PDF version of the C.C. & R. to OWNER. Payment of the compensation due under this Agreement shall be in the form of a check made payable to City Centric Planning LLC. 2. Nothing contained in this Article shall require OWNER to pay for any work which is unsatisfactory, as reasonably determined by the OWNER or its designee, or which is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT when CONSULTANT is in default under this Agreement. 3. It is specifically understood and agreed that CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by OWNER for any charge, expense, or reimbursement above the lump sum payment, without first having obtained written authorization from OWNER. CONSULTANT shall not proceed to perform any services without obtaining prior written authorization from the OWNER's Chief Administrative Officer or her designee. ARTICLE 6 OBSERVATION AND REVIEW OF THE WORK CONSULTANT will exercise reasonable care and due diligence in and in discovering and promptly reporting to OWNER any defects or deficiencies in the work of CONSULTANT or any subcontractors or subconsultants. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 4 of 11 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 5 of 11 ARTICLE 7 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of OWNER upon the termination of this Agreement. CONSULTANT shall irrevocably transfer to OWNER a perpetual, transferable, non-exclusive license of all intellectual property rights associated with the Project materials, immediately upon delivery to OWNER, without additional compensation or additional documentation. CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein and by CONSULTANT at the time such information and materials are delivered, CONSULTANT is released from any and all liability relating to such use in such other project. ARTICLE 8 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER or of the City of Anna, Texas. CONSULTANT OWNER shall not have or claim any right arising from employee status. OWNER shall not control the means, methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services under this Agreement or any associated task order. ARTICLE 9 RECORDS AND INSPECTION OWNER shall have the limited right to audit and make copies of the books, records and computations pertaining to this Agreement upon request. CONSULTANT shall allow access to any records maintained for the benefit of OWNER within 5 business days. CONSULTANT shall notify OWNER prior to destroying any non -redundant records relating to this Agreement, other than draft versions of materials which have been rejected by OWNER or which exist in a final version. ARTICLE 10 INDEMNITY AGREEMENT CONSULTANT shall indemnify and hold harmless OWNER and its officers, agents, and employees from and against any and all liability for damage to the OWNER to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the indemnitor or the indemnitor's agent, consultant under contract, or another entity over which the indemnitor exercises control. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 6 of 11 Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICI F 11 INSURANGE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate; provided, however, that OWNER may allow for different limitations if so stated in writing by OWNER's Chief Administrative Officer. B. CONSULTANT shall furnish insurance certificates or insurance policies at OWNER's request to evidence such coverages. ARTICLE 12 TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving 30 days' advance written notice to the other party. B. If the Agreement is terminated by CONSULTANT prior to completion of the services to be provided hereunder, CONSULTANT shall be deemed to have waived entitlement to the second installment payment described in Article 5.B.1. Should OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to OWNER on or before the date of termination, but may maintain copies of such documents for its use. C. If the Agreement is terminated by OWNER prior to completion of the services to be provided hereunder, OWNER and CONSULTANT shall agree on the amount of a fair portion of the second installment payment described in Article 2(B) above, to be calculated on a reasonable assessment of progress towards completion of the text and graphics of the final C.C. & R. If the parties are unable to agree as to a fair amount for the second installment payment following termination by OWNER, the parties agree to participate in mediation before an impartial mediator, with the costs of mediation to be split equally between the parties, but in no event shall CONSULTANT be awarded any amount greater than one-half of the lump sum payment described in Article 2(A) above. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 7 of 11 Acceptance of any second installment payment, or sum determined by a mediator, by CONSULTANT shall forever waive any claim for additional compensation or damages in any way related to this Agreement, including but not limited to damages for breach of contract. No party shall be entitled to an award of attorney's fees with respect to any breach of or claim under this Agreement. ARTICLE 13 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by OWNER for any defect in the design or other work prepared by CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 14 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three days after mailing: To CONSULTANT: City Centric Planning, LLC Phyllis Jarrell To OWNER: Anna Economic Development Corporation Attn: Chief Administrative Officer 111 North Powell Parkway P.O. Box 776 Anna, Texas 75409 With a mandatory copy to: Clark McCoy Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three days after mailing. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 8 of 11 ARTICLE 15 ENTIRE AGREEMENT This Agreement constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 16 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 17 COMPLIANCE WITH LAWS To the best of CONSULTANT'S reasonable information, knowledge and belief, CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTIrI F 1Q PERSONNEL A. CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with OWNER. CONSULTANT shall inform OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 9 of 11 B. All services required hereunder will be performed by CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE 20 ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of OWNER. ARTICLE 21 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 22 MISCELLANEOUS A. To the extent of any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. The following exhibits are attached to and made a part of this Agreement: Exhibit A. B. No Third Party Beneficiaries: This Agreement is entered into solely for the benefit of CONSULTANT and OWNER. It shall not be construed in any fashion which creates or supports any cause of action by an outside party. C. Exclusive jurisdiction and venue of any suit or cause of action under this Agreement shall lie exclusively in Collin County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Phyllis Jarrell. However, nothing herein shall limit CONSULTANT from using other qualified and competent personnel to perform the services required herein. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 10 of 11 E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by OWNER as might be requested by OWNER, such as any and all work performed by other consultants employed by OWNER. F. OWNER shall assist CONSULTANT by placing at CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for CONSULTANT to enter in or upon public and private property as required for CONSULTANT to perform services under this Agreement. G. CONSULTANT shall at all times maintain OWNER's confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by OWNER or as may be compelled under court order. Any disclosure of privileged or confidential information by OWNER to CONSULTANT is in furtherance of OWNER's purposes and is not intended to and does not waive any privileges that may exist with regard to such information. H. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the Anna Economic Development Corporation has caused this Agreement to be executed by its duly authorized officer, and CONSULTANT has executed this Agreement through its duly authorized undersigned officers. officer on this the day of , APPROVED AS TO FORM: Anna Economic Development Corporation WITNESS: Clark McCoy Attorney for OWNER Jessica Perkins Chief Administrative Officer City Centric Planning LLC mm Phyllis Jarrell, its Managing Member PROFESSIONAL SERVICES AGREEMENT FOR CONSULTANT SERVICES Page 11 of 11 ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION AUTHORIZING PROCUREMENT OF PROFESSIONAL SERVICES FOR DEVELOPMENT OF PLANNED DEVELOPMENT ZONING AND DESIGN AND DEVELOPMENT OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR A PROPOSED BUSINESS PARK IN ANNA, TEXAS WHEREAS, the Anna Economic Development Corporation (the "EDC") desires to authorize their Chief Administrative Officer to procure the professional consulting services of City Centric Planning, LLC ; and WHEREAS, the EDC has determined that the above -referenced services, further described in Exhibit A, are in the best interests of the EDC and will promote economic development and expanded business enterprise in the City of Anna; NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Authority to Execute Consulting Services Agreement The Board of Directors of the Anna Economic Development Corporation authorizes the Chief Administrative Officer to execute, on behalf of the EDC, and subject to approval of the form and content by the EDC's legal counsel, a professional services agreement with City Centric Planning, LLC as further described in Exhibit A, for professional consulting services for development of a planned development zoning and design and development of Covenants, Conditions, and Restrictions for the proposed business park, said authority to include execution of all necessary documents to consummate the business relationship with said consultant. PASSED AND APPROVED by the Anna Economic Development Corporation this day of APPROVED: , 2016. ATTEST: Constance Stump, EDC President Sherilyn Godfrey, EDC Secretary ANNA EDC RESOLUTION NO. PAGE 1 OF 1 ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 5. EDC Agenda Staff Report Meeting Date: 1 /5/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action adopting a resolution approving a sponsorship agreement with the Greater Anna Chamber of Commerce. SUMMARY: The EDC and CDC have historically supported the annual events of the GACC. For the past several years the Corporations have entered into a fiscal year agreement for sponsorship. The annual agreement has allowed for better planning and budgeting. This past year, due to the sales tax reallocation election, staff suggested waiting on executing a full year sponsorship with the Chamber. Now that staff is better informed and aware of the changes that will come with the reallocation, the board is in a position to move forward with a sponsorship for the remainder of the fiscal year. Exhibit A attached for your review is the sponsorship agreement with the events the Chamber has requested the board sponsor at a Platinum Level. The sponsorship will before the Annual Banquet at $5,000 and July 4th Celebration in the amount of $8,000. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Res. Chamber Agreement - Exhibit A Upload Date Type 12/22/2016 Resolution 12/26/2016 Backup Material ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION AUTHORZING THE CHIEF ADMINISTRATIVE OFFICER TO SIGN AN AGREEMENT WITH THE GREATER ANNA CHAMBER OF COMMERCE WHEREAS, the Anna Economic Development Corporation (the "EDC") wishes to expend funds in support the efforts of the Chamber; and WHEREAS, the EDC believes that funding the Chamber is a necessary promotional expense for the EDC and the Anna Economic; and WHEREAS, the EDC intends that said funds be used solely for the events outlined in Exhibit A, insurance coverage, and permits necessary for the events; and NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Agreement The EDC hereby authorizes the Chief Administrative Officer to sign an agreement with Greater Anna Chamber of Commerce attached hereto as EXHIBIT A. Section 3. Approval of Funding The EDC hereby authorizes the Chief Administrative Officer to charge the EDC's promotional account in accordance with the procedures outlined in EXHIBIT A. PASSED AND APPROVED by the Anna Economic Development Corporation this day of , 2016. APPROVED: Connie Stump, EDC President ATTEST: Sherilyn Godfrey, EDC Secretary EDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 Exhibit A AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2017 THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made by and between the Anna Economic Development Corporation ("EDC"), and the Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this day of .2017. Section 1. Summary During the EDC's 2017 year, the EDC hereby promises to make certain payments to the GACC to sponsor certain GACC events that GACC promises will promote the EDC and the growth and the development of the City. The amount of each payment is specified under this Agreement for each corresponding GACC event. Each payment is to be provided to the GACC prior to each event, but is contingent upon GACC providing a letter of intent to organize and hold the corresponding event and meet the corresponding benchmarks set forth herein, as well as to adequately promote the EDC and the City. Section 2. Definitions For purposes of this Agreement, the following meanings shall apply: (a) City shall mean the City of Anna, Texas. (b) EDC shall mean the Anna Economic Development Corporation, a Texas nonprofit corporation. (c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas nonprofit corporation. (d) Sponsor shall mean a person or corporation that pays or provides something of value to the GACC in connection with a GACC event in exchange for GACC providing promotional marketing or any other benefits associated with the GACC event. (e) Sponsorship Benefits shall mean at least that amount of sponsorship designation, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, public relations benefits and all other benefits listed in this Agreement and/or otherwise available that would promote the EDC to an extent equal to or greater than any other Sponsor of the GACC event in question. In other words, Sponsorship Benefits shall provide the EDC with at least "equal billing" compared with any other Sponsor and shall provide the highest level of promotional or other benefits made available or provided to any other Sponsor, regardless of the amounts paid by the EDC as compared with other Sponsor Designation includes and shall mean: AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 1 OF 8 Exhibit A (1) the EDC shall be named as a Sponsor of the GACC event, that the EDC may use the same designation in all GACC-approved advertising, merchandising and promotions; and (2) the EDC shall have first right of refusal as a Sponsor of any subsequent events arising out of any of the GACC events in future years. Section 3. General Requirements 3.01 Letter of Intent The GACC agrees to provide to the EDC a letter of intent thirty (30) days prior to each event and prior to the payment to GACC of any EDC funds for such event. The letter of intent will be drafted on a standard form attached as "Exhibit A", and incorporated herein as if set forth in full. The letter of intent shall include a promise by the GACC to organize and hold the specific event setting forth its purpose and goals including the benchmark provisions set forth in this Agreement and shall constitute further binding contractual responsibilities of the GACC to attain those benchmarks and adequately promote the EDC. The letter of intent for any given event may set forth a different amount requested to be paid by the EDC than the amount estimated for such event as set forth in Section 4 of this Agreement. 3.02 Sponsorship Benefits The GACC agrees to furnish all materials, equipment, tools and other items necessary to provide Sponsorship Benefits to the EDC, and, in addition, all Sponsor Designations, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, and all other public relations and promotional benefits as further described in this Agreement under each specific event. Advertising in print and broadcast media includes the EDC's identification as Sponsor on all print advertising secured promoting the GACC event. All such advertising shall reference the EDC as: The City of Anna Economic Development Corporation. Marketing materials and opportunities, onsite signage and marketing, and public relations benefits will be provided for under each specific event in this Agreement. Section 4. GACC Events The GACC and EDC anticipate EDC sponsorship of the following events and provides specific terms of compensation, Sponsorship Benefits, goals and benchmarks to gauge promotional impact: AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 2 OF 8 Exhibit A 4.01 Annual Banquet Name/Purpose: 2017 Annual Banquet - Awards and appreciation banquet as well as a promotional event for current and prospective businesses in our community. Date, Time, Location of Event: 5:00pm — 11:00pm tentatively scheduled for Saturday, February 18, 2017, Anna High School in Anna, TX Estimated Compensation amount: $5,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: One table at the banquet; full -page advertisement placed on back of program; advertisement during event including signage and in PowerPoint presentation Promotional Benchmark Requirements: GACC will provide list of attendees 4.02 Anna Fireworks Event Name/Purpose: 2017 Anna Fireworks Event, Community Festival Date, Time, Location of Event: 8pm — Conclusion of Fireworks, Tuesday, July 4, 2017 at Anna ISD High School or Football Stadium Estimated Compensation amount: $7,500.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: EDC Logo on pre -event banners; EDC Logo on registration form; listed as sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide and estimated number of attendees Section 5. Compensation In consideration of the performance of GACC's obligations under this Agreement, including the provision of Sponsorship Benefits described herein, the EDC agrees to pay the GACC the total amount of compensation of $12,500 subject to the conditions set forth in this Agreement. Before the EDC shall have any obligation to make any payment to GACC with respect to any given event described in Section 4 of this Agreement, the GACC must timely provide the EDC with a letter of intent —signed by a GACC representative authorized to contractually bind the GACC—as described in Section 3.01 of this Agreement and the GACC must submit said letter of intent to the EDC before the applicable deadline for such event as set forth in Section 4 of this Agreement. The total ($12,500) amount of compensation shall be made in three separate payments with the amount of each payment being determined by the EDC by electing one of the two following options per GACC event: (1) the estimated compensation amount set forth in Section 4 of this Agreement; or (2) a different AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 3 OF 8 Exhibit A amount requested by GACC that is set forth in the letter of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A. If the EDC decides to honor any GACC request for a different amount than what is set forth in Section 4 of this Agreement, the EDC shall thereafter have discretion to alter the amount of payments it makes with respect to any remaining events so that its overall compensation paid to the Chamber under this Agreement does not exceed $12,500. The GACC shall provide the EDC with a written receipt. Section 6. Licenses and Permits The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any other costs required for any of the GACC events and to fulfill this Agreement. The GACC shall take all reasonable steps necessary to ensure that all state, federal, and local permitting and licensing requirements are met at all times during all GACC events. The GACC must comply with all federal and state laws, and local ordinances while organizing and participating in the GACC events. Section 7. Independent Contractor Status/ Liability/ Indemnity It is expressly understood and agreed that the EDC has no right of control, supervision, or direction over any work performed by the GACC relating in any way to the GACC's undertaking of any of its events (the "Work"), including but not limited to its employees, agents, contractors, or its subcontractors, nor does the EDC have any control, supervision or direction of the means, methods, sequences, procedures, and techniques utilized to complete any the Work. There shall be no joint control over the Work. The GACC agrees to fully defend, indemnify and hold harmless the EDC from any claim, proceeding, cause of action, judgment, penalty, or any other cost or expense arising or growing out of, associated or in connection with the Work. The indemnification includes, but is not limited to, attorney fees incurred by the EDC in defending itself or in enforcing this Agreement. By entering into this Agreement, GACC waives all rights and remedies in law or in equity except to seek enforcement of specific performance, without any right to reimbursement of costs or attorney fees, of the obligations under this Agreement. This provision is not intended to and does not waive any of the EDC's governmental immunities, including immunity from suit and liability. Section 8. Insurance GACC shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in conjunction with the performance of the Work or in any way related to the GACC's undertakings performed in connection with the GACC events, including but not limited to coverage for GACC, its agents, representatives, employees, contractors, or subcontractors. The form and limits of such insurance, together with the underwriter thereof in each case, must be acceptable to the EDC but regardless of such acceptance it shall be the responsibility of the GACC to maintain adequate insurance AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 4 OF 8 Exhibit A coverage at all times. Failure of the GACC to maintain adequate coverage shall not relieve the GACC of any contractual responsibility or obligation. Each policy shall provide that there will be no alteration or modification which reduces coverage in any way prior to 30 days written notice being given to the EDC. A copy of each policy, or at the EDC's discretion, a certificate of insurance, shall be filed with the EDC Secretary. Section 9. Default 9.01 Events of Default The occurrence, at any time during the term of the Agreement, of any one or more of the following events, shall constitute an Event of Default under this Agreement: (a) the failure of GACC to timely provide the EDC with a properly executed letter of intent in accordance with the terms of this Agreement prior to each event; (b) the failure of the GACC event to occur on the scheduled date, or —if the event cannot occur on the originally scheduled date due to inclement weather —the failure of the GACC event to be rescheduled and occur in accordance with Section 17 of this Agreement; (c) the failure of GACC to provide the EDC with all Sponsorship Benefits enumerated in this Agreement for each event; (d) the failure of GACC to meet each promotional benchmark requirement; (e) the failure of the EDC to pay the GACC according to the compensation terms of each event when such payment may become due; and (f) the EDC's or GACC's breach or violation of any of the material terms, covenants, representations or warranties contained herein or GACC's failure to perform any material obligation contained herein. 9.02 Uncured Events of Default Upon the occurrence of an Event of Default by EDC that can be cured by the immediate payment of money to GACC, EDC shall have 10 calendar days from receipt of written notice from GACC of an occurrence of such Event of Default to cure same before GACC may exercise any of its remedies as set forth in this Agreement. Upon the occurrence of an Event of Default by GACC that does not include the failure to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10 calendar days from receipt of written notice from EDC of an occurrence of such Event of Default to cure same, or, if same cannot be effectively cured within 10 calendar days and fully and effectively provide EDC with the Sponsorship Benefits, the default may be cured by refunding EDC's entire sponsorship fee, unless such Event of Default creates or contributes to an emergency situation in which injury to persons or AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 5 OF 8 Exhibit A property reasonably appears imminent, in which case EDC is immediately entitled to exercise or seek all rights available to it at law or in equity. If with respect to any given event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a deadline or a failure described in Section 9.01(b), the EDC shall be entitled to a full refund of any amounts paid by the EDC to GACC for such event. Section 10. Amendment; Termination This Agreement may not be amended except pursuant to a written instrument signed by both parties. This Agreement shall terminate once both parties shall have completed performance of their respective obligations hereunder. AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 6 OF 8 Exhibit A Notice Notice as required by this Agreement shall be in writing delivered to the parties via postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed below: EDC EDC President Anna Economic Development Corporation 111 N. Powell Parkway Anna, Texas 75409 GACC GACC Director Greater Anna Chamber of Commerce 218 W. 4th Street, Suite C Anna, Texas 75409 Each party shall notify the other in writing within 10 days of any change in the address information listed in this section. Section 11. No Waiver of Immunity Nothing in this Agreement waives any governmental immunity available to the EDC under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Section 12. Entire Agreement This Agreement represents the entire and integrated Agreement between EDC and GACC and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Section 13. Governing Law and Venue This Agreement shall be governed by the laws of the State of Texas as to interpretation and performance. Any and all legal action necessary to enforce this Agreement shall be brought in a court of competent jurisdiction in Collin County, Texas or in the United States District Court for the Eastern District of Texas, Sherman Division. Section 14. Severability The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 7 OF 8 Exhibit A Section 15. Contract Interpretation This Agreement is the result of negotiation between the parties, and shall, in the event of any dispute over the meaning or application of any portion thereof, be interpreted fairly and reasonably, and not to be more strictly construed against one party than another, regardless of which party originally drafted the section in dispute. Time is of the essence with respect to the deadlines set forth in this Agreement. Section 16. Force Majeure If a party is prevented or delayed from performing any of its obligations hereunder due to a natural or manmade event or condition not caused by such party and beyond such party's reasonable control, then such party's performance of those obligations shall be suspended until such time as the event or condition no longer prevents or delays performance. If any event or condition results in the creation of amounts of refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be bound to conclude, terms and conditions for collection of those excess amounts. Section 17. Inclement Weather If the GACC cannot reasonably proceed with an event due to inclement weather, then the GACC shall reschedule the event so that it occurs in reasonably close temporal proximity to the original date scheduled for the event. A failure to so reschedule and hold the event is a material breach of this Agreement. Section 18. Assignment It is understood and agreed that GACC shall not assign, sublet, or transfer any of the rights and duties under the terms of this Agreement without the prior written approval of the EDC. Section 19. Effective Date This Agreement shall be effective upon the date first stated herein, and performance of such Agreement shall begin as soon thereafter as practicable. IN WITNESS WHEREOF, EDC and GACC have executed this Agreement. IN Kevin Hall Constance Stump Greater Anna Chamber of Commerce EDC President AGREEMENT FOR SPONSORSHIP COMMITMENT 2017 PAGE 8 OF 8 ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 6. EDC Agenda Staff Report Meeting Date: 1 /5/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action adopting a resolution approving expenditure of funds for regular janitorial cleaning services at 312 North Powell Parkway. SUMMARY: With more tenants at the Old Post Office building it is necessary for the EDC to take on regular janitorial services to preserve and maintain the integrity of the building. STAFF RECOMMENDATION: Staff recommends you approve. ATTACHMENTS: Description Upload Date Type Res. Cleaning Services 12/22/2016 Resolution ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION APPROVING AND AUTHORIZING THE EXPENDITURE OF FUNDS FOR REGULAR JANITORIAL SERVICES FOR 312 NORTH POWELL PARKWAY WHEREAS, the Anna Economic Development Corporation (the "EDC") wishes to expend funds for regular janitorial services for property at 312 N. Powell Parkway. NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Funding The EDC hereby authorizes the Chief Administrative Officer to execute a janitorial agreement with and charge the EDC's maintenance and building repair line item in the amount not to exceed $2500 annually for janitorial services for the property located at 312 North Powell Parkway. PASSED AND APPROVED by the Anna Economic Development Corporation this day of )2016. APPROVED: Connie Stump, EDC President ATTEST: Sherilyn Godfrey, EDC Secretary EDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 7. EDC Agenda Staff Report Meeting Date: 1 /5/2017 Staff Contact: Jessica Perkins Update on 312 North Powell Parkway conversion to Inc -Cube. , T� IJiF-AlZ'A Staff has received lots of interest regarding Inc -Cube. To date staff has received 2 completed applications and 1st month's rent and one membership application and 1st months dues. The additional panels needed for the completion of the cubicle install should be completed this week. STAFF RECOMMENDATION: None. ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 8. EDC Agenda Staff Report Meeting Date: 1 /5/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action approving a resolution authorizing the expenditure of funds to erect a monument sign at 312 North Powell Parkway. SUMMARY: With the conversion to Inc -Cube and the addition of tenants at 312 North Powell Parkway, several potential tenants have asked about signage. Staff is proposing a monument sign similar to the sign in front of city hall. Staff will work with the Planning Department to determine the best location. Staff believes the project will not exceed $5000.00 STAFF RECOMMENDATION: Staff recommends you approve. ECONOMIC DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 10. EDC Agenda Staff Report Meeting Date: 1 /5/2017 Staff Contact: Jessica Perkins Consider/Discuss/Action regarding adopting the minutes from November 3, 2016. n/a STAFF RECOMMENDATION: Staff recommends you approve.