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HomeMy WebLinkAboutCDCRes2012.07.01ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. ' a—D7--01('OW) A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AUTHORIZING THE CHIEF ADMINISTRATIVE OFFICER TO ACT ON THE BOARD'S BEHALF IN EXECTUING A CONTRACT FOR CONSULTING SERVICES TO ASSIST WITH STRATEGIC PLANNING AND MARKETING WHEREAS, the Anna Community Development Corporation (the "CDC") desires to authorize their Chief Administrative Officer to procure the professional consulting services of Buxton Company for strategic economic development planning and marketing; and WHEREAS, the CDC has determined that the above -referenced services are in the best interests of the CDC and will promote new or expanded business development in the City of Anna; 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. Authority to Execute Consulting Services Agreement The Board of Directors of the Anna Community Development Corporation authorizes the Chief Administrative Officer to execute, on behalf of the CDC, and subject to approval of the form and content by the CDC's legal counsel and the substance of the contract by Corporations' Chief Administrative Officer, a contract with Buxton Company for professional consulting services for a fee of $30,000, to assist with strategic planning and marketing, said authority to include execution of all necessary documents to consummate the business relationship with said consultant. PASSED AND APPROVED by the Anna Community Development Corporation this d day of , 2012. APPROVED: Jds6n Focht, aDC President CDC OF ANNA, TEXAS RESOLUTION NO�C�� C7-Cl �CU6) PAGE 1 OF 1 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES STATE OF TEXAS § COUNTY OF COLLIN§ This Professional Services Agreement for Consulting Services (this "Agreement") is made and entered into as of the `7 day of , 2012, by and between Anna Community Development Corporation ("CDC"), a Type B devei6pment corporation organized under the laws of the State of Texas, with its principal office at 111 North Powell Parkway, Anna, Collin County, Texas 75409, and Buxton Company ("CONSULTANT") with its principal office being 2651 South Polaris Drive, Fort Worth, Tarrant County, Texas 76137, acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE 1 ENGAGEMENT OF CONSULTANT CDC 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, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project (referenced herein as the "Project"): Retail, Industrial and Healthcare Matching programs generally consisting of services including but not limited to collection and analysis of the trade area applicable to the CDC, development and provision of strategic marketing plans and packages, customer profiling and propensity reporting, analysis of consumer healthcare needs, analysis of potential industrial expansion, all as set forth in more detail in Exhibit A, "Statement of Work," attached hereto and incorporated herein for all purposes, and in Exhibit B, "Addendum to Proposal," attached hereto and incorporated herein for all purposes. ARTICLE 2 SCOPE OF SERVICES CONSULTANT shall perform the following services in a professional manner: A. CONSULTANT shall perform all those services within the description of the "Project" as set forth in Article 1. B. The scope of services shall include SCOUT Basic Access, healthcare market analysis, and Economic Impact models as further described in Exhibit A and Exhibit B. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement or any task orders, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits. D. All incidental services necessary to and appropriate for the Project. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 1 of 7 ARTICLE 3 PERIOD OF SERVICE, PROJECT DESIGNEE This Agreement shall become effective upon execution of this Agreement by CDC and CONSULTANT for a period of two years ("Period of Service). This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule(s) established by CDC, acting through its Project designee, who shall be its Chief Administrative Officer ("CAO") unless otherwise designated in writing by CDC. ARTICLE 4 COMPENSATION Subject to Article 10.13., CDC shall compensate CONSULTANT in the total amount of $30,000 for all services rendered that are described in Article 2. Fifty percent (50%) of said amount (the "First Payment Amount") shall be paid before services commence and the other fifty percent (50%) of said amount (the "Second Payment Amount")shall be paid at the end of the Period of Service; provided, however, that CDC shall not be obligated to make the Second Payment Amount unless and until all of the services described in Article 2 have been fully and satisfactorily performed by CONSULTANT. Services of CONSULTANT requested by CDC and performed by CONSULTANT, separate and apart from the services described in Article 2, shall be compensated for at the rate of $250 per hour or under a separate mutually agreeable written contract. Such other services shall not be performed at the above -referenced hourly rate or otherwise, and CDC shall have no obligation to compensate CONSULTANT for such other services, unless CONSULTANT first obtains written approval, signed by the CAO, authorizing CONSULTANT to specifically perform such other services. ARTICLE 5 OBSERVATION AND REVIEW OF THE WORK CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to CDC any defects or deficiencies in the work of CONSULTANT or any partners, affiliates, subcontractors, or subconsultants. ARTICLE 6 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 CDC upon the termination of this Agreement. 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 CDC's use of these documents in other projects shall be at CDC's sole risk and expense. ARTICLE 7 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to CDC as an independent contractor, not as an employee of the CDC. CONSULTANT shall not have or claim any right arising from employee status. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 2 of 7 CDC 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 8 INDEMNITY AGREEMENT CONSULTANT shall indemnify, defend, and save and hold harmless CDC and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees and expenses incurred by the CDC, that 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 CONSULTANT or the CONSULTANT'S agent, another consultant under contract, or another entity over which the CONSULTANT exercises control. 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. ARTICLE 9 INSURANCE 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. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. CONSULTANT shall furnish insurance certificates or insurance policies at CDC's request to evidence such coverages. The insurance policies shall name CDC as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without 30 days' prior written notice to CDC and CONSULTANT. In such event, CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 10 TERMINATION OF AGREEMENT PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 3of7 A. Notwithstanding any other provision of this Agreement, either party may terminate by giving 30 days' advance written notice ("Termination Notice") to the other party. B. CONSULTANT shall immediately cease all services hereunder upon sending or receiving a Termination Notice and shall promptly thereafter render a final bill. The amount of the final bill combined with any previous amounts billed to or paid by CDC shall not exceed the value of the services rendered by CONSULTANT at any time before the date of the Termination Notice. Should the value of such rendered services be less than the amount already paid by CDC, the CONSULTANT shall reimburse CDC for the difference. For the purposes of this paragraph 10.B., the date of the Termination Notice shall be deemed to be the earlier of the date that CONSULTANT sends a Termination Notice or the date that CONSULTANT is deemed to have received a Termination Notice. Should CDC 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 CDC on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE 11 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CDC 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, programs, or other work; nor shall such approval be deemed to be an assumption of such responsibility by CDC for any defect in the design, programs, or other work prepared by CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE 12 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 received as of three days after mailing: To CONSULTANT: David Glover, Chief Financial Officer Buxton Company 2651 South Polaris Drive Fort Worth, Texas 76137 To CDC: Chief Administrative Officer Anna Community Development Corporation 111 North Powell Parkway Anna, Texas 75409 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three days after mailing. ARTICLE 13 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, PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 4 of 7 communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 14 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 15 COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now exist or hereinafter be amended. ARTICLE 16 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. ARTICLE 17 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 CDC. CONSULTANT shall inform CDC of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. 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 18 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 CDC. ARTICLE 19 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 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 5of7 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 20 MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A — Statement of Work Exhibit B — Addendum to Proposal B. CONSULTANT agrees that CDC shall, until the expiration of four years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that CDC shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. CDC shall give CONSULTANT reasonable advance notice of intended audits. C. 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 CONSULTANT's work hereunder shall be Lisa Hill, Vice President. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. 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 CDC. F. CDC 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 property as required for CONSULTANT to perform services under this Agreement. G. CONSULTANT shall at all times maintain CDC'S confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by CDC. Any disclosure of privileged or confidential information by CDC to CONSULTANT is in furtherance of CDC'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. PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 6of7 IN WITNESS HEREOF, the Anna Community Development Corporation has caused this Agreement to be executed by its duly authorized President, and CONSULTANT has executed this Agreement through its duly authorized officer on the date first stated above. ANNA COMMUNITY DEVELOPMENT CORPORATION Je' ica Perkins, CI 'ef Administrative Officer ATTEST: BUXTON CO ANY By: 4 0�7 David Glover, its Chief Financial Officer WITNESS: BY: 1(447 A PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES Page 7of7