HomeMy WebLinkAboutCDCRes2021.02.02ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO. 02.02.2021
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AND AUTHORIZING AN AGREEMENT AND THE EXPENDITURE OF
FUNDS FOR MARKETING AND PROMOTIONAL PURPOSES
WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to
expend funds for marketing and promotional purposes to provide website updates,
marketing and public relations consulting services, advertising campaign, development
of brochures and other marketing collateral, and digital and social media campaigns.
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY
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 CDC hereby authorizes the Board President to execute a contract for marketing,
advertising, and promotional services and to charge the CDC's promotional line item in
an amount not to exceed $50,000 in the Fiscal Year 2020-2021 for marketing and
promotional services for community and economic development purposes.
PASSED AND APPROVED by the Anna Community Development Corporation this 4th
day of February 2021. n Z.-?
APPROVED:
Anthony Richardson, CDC President
ATTEST:
Rocio Gon , CDC ecretary
LETTER OF AGREEMENT
THIS AGREEMENT ("Agreement") is effective as of February 4, 2021, (the "Effective Date") by and
between Cooksey Communications, Inc., a Texas corporation ("Cooksey" or "Contractor") whose
address is 5525 N. MacArthur Blvd., Suite 530, Irving, Texas 75038; and the Anna Community
Development Corporation ("Client"), whose office address is 312 N. Powell Pkwy, Anna, Texas 75409.
Cooksey and Client are sometimes referred to in this Agreement individually as "Party" or collectively as
"Parties."
Client desires to retain Cooksey as an independent contractor to provide strategic communications and
creative services as described in the scope outlined below.
In consideration therefore, Client agrees to pay Cooksey a monthly retainer of FIVE THOUSAND ONE
HUNDRED DOLLARS ($5,100) per month billed as $5,100 per month (plus CSTIM fee outlined below) for
public relations, social media content development, creative services and other marketing
communications consulting, as outlined below, which will allow Cooksey to perform up to 30 hours of
service per month at its blended hourly rate of $170.
In so contracting, the parties agree that Cooksey is an independent contractor and is not an employee,
partner, or co -venture of the Client. The manner in which Cooksey's services are rendered shall be
within Cooksey's sole control and discretion. Cooksey is not authorized to sign any agreement on behalf
of the Client without prior review and approval by an authorized party of the Client.
Scope of Work
In the consideration of the fees and the mutual covenants contained in this Agreement, the Client and
Cooksey agree that Cooksey will provide the following consulting and creative services.
Consulting and Strategy
• Participate in regular (weekly or biweekly) progress calls/meetings with Client to discuss
PR/marketing opportunities and needs, Client activities and upcoming initiatives
Creative Direction and Brand Development
• Creation of overall advertising campaign theme, incorporating new tagline and look and feel
• Website updates branded to new EDC/CDC logo and tagline, along with new imagery
• Development of new brochure and pocket folder system (design and copywriting), along with
promotional inserts for primary city business assets/demographics
• Creation of three-dimensional direct mail campaign
Public/Media Relations
• Build a year -long editorial calendar for potential inclusion in feature stories and sponsored
award programs
• Create a comprehensive media kit, complete with important demographic information, business
opportunities and community profile
• Set up in -person meetings with members of the media; showcase projects/tour Anna, etc.
• Month -to -month pitching of evergreen story topics, deal announcements and thought -
leadership pieces (Cooksey will develop content)
• Provide recommendations for important industry groups to make informational presentations
to and/or join, etc.
• Manage overall marketing campaign for EDC/CDC
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Cooksey Communications Agreement for Anna Community Development Corporation.. Jan. 2021
Social Media Content/Engagement (does not include paid social media program*)
Create two -to -three relevant posts per week
Leverage media placements/important announcements and determine appropriate content to
boost
Implement strategy to increase followers, both organically and through paid efforts in digital
campaign
*Paid print advertising and paid digital media budgets are not covered by this agreement and
will be billed through separate agreements with the outlets/platforms or under a separate letter
of agreement with Cooksey.
Billing
Invoices for the ongoing monthly retainer and CSTIM fee will be pre -billed at the beginning of each
month, with the first invoice submitted to the Client immediately upon execution of this Agreement.
All invoices are due net 15 calendar days from the invoice date. Payments received after 30 calendar
days of the invoice date shall be subject to late charges at a rate of two percent (2%) per month (24%
perannum).
Each invoice will include a brief summary of services and deliverables provided in the previous month,
plus a listing of any non -routine expenses incurred on the client's behalf (see Expenses and Exclusions
section below).
Additional Fees/Hours
It is not typical for Cooksey to bill for a small number of additional hours worked in one month, beyond
those covered by the monthly retainer, if this is not a regular, recurring occurrence.
If it becomes apparent that satisfactory performance of any of the Agreement -stipulated services is
causing Cooksey to significantly or repeatedly exceed the hours compensated by the monthly retainer,
by more than 10 percent (10%) on average, Cooksey will promptly notify the Client, provide a written
estimate of the additional hours required and obtain advance written approval from the Client of any
additional fees before undertaking and completing extra work. If no further services are desired by the
Client, Cooksey shall deliver the work performed within the Agreement -covered hours and will receive
the normal fee associated with such deliverables in accordance with this Agreement.
If the Client requests new services or projects not specifically delineated in this Agreement, Cooksey will
provide a written estimate of the hours and costs associated with those services or deliverables and will
require advance, written approval before undertaking any additional work. Any such incidental work
would be estimated and, if approved by the Client, performed at the $170 per hour blended billing rate,
or as agreed to in writing.
Expenses and Exclusions
Cooksey, for the benefit of the Client, may incur non -routine, third -party expenses in the course of
implementing the requested services, including but not limited to such items as newswire services,
clipping services, custom or stock photography, outsourced printing costs and other expenses. Any such
third -party vendor expenses will be billed directly by the vendor to the Client. Third -party vendor
expenses handled by Cooksey will incur a 15% markup. Any individual non -routine expenses over $100
must be approved in advance, in writing, by the Client prior to being incurred.
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Cooksey Communications Agreement for Anna Community Development Corporation, Jan. 2021
Client Services, Technology and Information Management (CSTIM) Fee
Each invoice will include Cooksey's standard CSTIM fee, calculated at five percent (5%) of the monthly
retainer or project fee, which covers routine internal expenses regularly incurred on all of its clients'
behalf. These expenses include, but are not limited to, mileage incurred for local (within 100 miles)
travel to/from meetings and events; photocopies and in-house printing; courier or delivery charges;
subscriptions for online resources and third -party services such as Cision (global media database and
intelligence service) and video conference services; maintenance of communications infrastructure for
24/7 client service; and subscriptions to e-mail marketing services.
For the Anna Community Development Corporation monthly retainer of $5,100, the monthly CSTIM fee
will be $255 per month.
Term of Service and Renewal
Services addressed in this Agreement are expected to last for eight months, beginning from the Effective
Date stipulated above until September 30, 2021.
Either party may terminate this Agreement for any reason at any time upon 60 days' prior written notice
to the other party.
At the expiration of the initial term, the parties may agree to renew the agreement upon terms mutually
agreeable to both parties, as set forth in a separate, written document executed by both parties at such
time.
Confidentiality
All confidential information will be held confidential by Cooksey and will not be discussed with outside
parties without the Client's prior consent, unless required by applicable law.
Indemnity
Client agrees to indemnify and save Cooksey harmless from and against all liability, including all actions,
claims, damages, costs and attorneys' fees and related expenses, which Cooksey may incur (or to which
Cooksey may be a party), arising out of actions taken or statements made by Cooksey at the Client's
direction or based upon information provided by the Client, and any and all losses, claims, damages,
expenses or liabilities related to the use of Client's products or services except when such actions,
claims, damages, costs and attorneys' fees and related expenses result from negligence or willful
misconduct by Cooksey.
Cooksey agrees to indemnify and save Client harmless from and against all liability, including all actions,
claims, damages, costs and attorneys' fees and related expenses, that the Client may incur (or to which
the Client may be a party), arising out of related to Cooksey work product, excepting only when such
actions, claims, damages, costs and attorneys' fees and related expenses result from information,
graphics or text provided to Cooksey by the Client. At no time shall the Client have any control over or
charge of Cooksey's services performed under this Agreement nor the means, methods, techniques,
sequences or procedures utilized for said performance. Notwithstanding any other provision of this
Agreement, this Agreement does not create a joint enterprise between the Client and Cooksey.
Client's Intellectual Property
Cooksey shall not use any of the Client's Intellectual Property, including but not limited to Client
trademarks, trade dress, copyright, trade secrets or proprietary information, without the express
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Cooksey Communications Agreement for Anna Community Development Corporation, Jan. 2021
written permission of the Client. Granting a license to use in any one instance shall not be deemed to be
a license in any other instance.
Miscellaneous
Authority to Execute Contract. The undersigned officers and/or agents of the parties hereto are the
properly authorized officials and have the necessary authority to execute this Agreement on behalf of
the Parties hereto, and each Party hereby certifies to the other that any necessary resolutions or other
act extending such authority have been duly passed and are now in full force and effect.
Default and Opportunity to Cure. A Party will be in default under this Agreement if that Party breaches
any material term or condition of this Agreement and such breach remains uncured after forty-five (45)
calendar days following receipt of written notice from the other Party referencing this Agreement (or, if
the Party in breach has diligently and continuously attempted to cure following receipt of such written
notice but reasonably requires more than forty-five (45) calendar days to cure, then such additional
amount of time as is reasonably necessary to effect cure, as determined by both Parties mutually and in
good faith). Upon a default, subject to the cure period described herein, the non -breaching Party will
have all available rights and remedies under the law and equity. Notwithstanding the foregoing, Client
shall be considered in default for failure to timely pay an invoice properly submitted to Client
immediately upon such failure without a notice and cure period and Cooksey's sole remedy in such
event shall be to seek specific performance of this Agreement as well as the late fees as provided herein.
Notice. All notices, demands or other communications required or provided hereunder shall be in
writing and shall be deemed to have been given on the earlier to occur of actual receipt or three (3) days
after the same are given by hand delivery or deposited in the United States mail, certified or registered,
postage prepaid, return receipt requested, addressed to the Parties at the addresses set forth below or
at such other addresses as such Parties may designate by written notice to the other Parties in
accordance with this notice provision.
If to the Client: Anna Community Development Corporation
Attn: Economic Development Director
P.O. Box 776
Anna, TX 75409
If to Cooksey: Cooksey Communications
5525 N. MacArthur Blvd., Suite 530
Irving, Texas 75038
Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot
be varied or terminated except as set forth in this Agreement, or by written agreement of all Parties
expressly amending the terms of this Agreement.
Applicable Law and Venue. This Agreement shall be performable and all compensation payable in Collin
County, Texas. Venue and exclusive jurisdiction under this Agreement lies in a court of competent
jurisdiction in Collin County, Texas.
Severability. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal,
unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force
and effect and the unlawful provision shall be replaced with a provision as similar in terms and effect to
such unlawful provision as may be valid, legal and enforceable.
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Cooksey Communications Agreement forAnna Community Development Corporation, Jan. 2021
Representation. Each signatory representing this Agreement has been read by the party for which this
Agreement is executed and that such Party has had an opportunity to confer with its legal counsel.
Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for
substantial consideration, the sufficiency of which is hereby acknowledged.
Waiver. Waiver by any Party or any breach of this Agreement, or the failure of any Party to enforce any
of the provisions of this Agreement, at any time shall not in any way affect, limit or waive such Party's
right thereafter to enforce and compel strict compliance of the Agreement.
Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto. The
language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and
any presumption or principle that the language herein is to be construed against any Party shall not
apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be
used in construing this document.
No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto and is
not intended to and shall not confer any rights or benefits on any third party not a signatory hereto.
Counterparts. This Agreement may be executed in a number of identical counterparts, each of which
shall be deemed an original for all purposes.
Please Indicate your acceptance of the terms stated above by signing and returning a copy of this
agreement to Cooksey. Facsimile signatures received by electronic means shall be deemed originals.
Agreed to and Accepted t>,o,2
Anthony Richardson, President
Anna Community Development Corporation
Jason Meyer, Executive Vice President and Partner
Cooksey Communications, Inc.
Date
Date
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