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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 11Page 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. 2 1 P a g e 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 3 1 P a g e 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. 4 1 P a g e 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 5 1 P a g e