HomeMy WebLinkAboutCDCRes2011.02.03ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO. a0I�-02-03 (�f
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 Tom Terrall, Jr. for strategic economic development planning and marketing,
WHEREAS, the CDC has determined that the above -referenced services are in the best
interests of the CDC and will promote economic development in the City of Anna; and
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 final approval by the
city of Anna City Council, a contract with Tom Terrall, Jr. for professional consulting
services at the rate of $50/hour plus fees and other expense, but not to exceed $13,170
without further Board approval —and with the condition that Mr. Terrall presents a
quarterly report regarding 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
` ay of &. fo , 2011.
APPROVED: ATTEST:
Sandra Delgado, CDC P sident Sherilyn Godf, ey, CDC Secretary ,
CDC OF ANNA, TEXAS RESOLUTION NO. �• 0 G D PAGE 1 OF 1
PROFESSIONAL SERVICES AGREEMENT
FOR REPRESENTATION AND RECRUITMENT
THIS AGREEMENT is effective as of the day of February, 2011, and made and entered
into by and between the Anna Economic Development Corporation and the Anna Community
Development Corporation, with its principal offices at 111 North Powell Parkway, Anna, Collin County,
Texas 75409, hereinafter called "AFDC" and "ACDC" and Tom Terrall with his principal office at 7701
Owl Creek Lane, McKinney, Collin County, Texas 75070, hereinafter called "CONSULTANT," 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
EMPLOYMENT OF CONSULTANT
AEDC and ACDC hereby contracts with CONSULTANT, who shall at all times act only in the
capacity of an independent contractor, and CONSULTANT hereby agrees to perform the services
described herein in connection with the services rendered under this Agreement, with -diligence and in
accordance with the highest professional standards customarily applicable to such services in the State
of Texas. The professional services set out herein are in connection with the following described scope:
The scope of work is specifically set forth in the attached Exhibit A and is generally described
as the CONSULTANT providing the AEDC and the ACDC with representation at events and
conventions organized by regional and national associations at which persons and businesses in the
commercial and economic development field gather and exchange information, with CONSULTANT'S
goal being to identify development opportunities and attempt to recruit businesses or developers for
projects that are appropriate, beneficial, and which would promote the expansion of business and new
economic development within the community in and near the City of Anna, Texas. The effectiveness of
this Agreement is subject to the approval of same by the City of Anna, Texas City Council.
ARTICLE 2
SCOPE OF SERVICES
For the agreed -upon "not to exceed" amount of compensation set forth in Article 4 of this
Agreement, CONSULTANT shall perform the services set forth in Exhibit A (Scope of Services —
Representation/Business Recruitment)
ARTICLE 3
SCHEDULE AND PERIOD OF SERVICE
This Agreement shall become effective as of the date first written above and shall remain in
force for the period which may reasonably be required for the completion of the services rendered
under this Agreement during the 2011 calendar year.
ARTICLE 4
COMPENSATION
A. COMPENSATION TERMS: For and in consideration of the professional services to be
performed by CONSULTANT under this Agreement AEDC and/or ACDC agrees to pay
CONSULTANT at the rate of $50.00 per hour, plus reasonable out-of-pocket expenses, travel
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 1 of 6
expenses, membership dues, and membership meeting fees, up to the "not -to -exceed" amount
of $13,170 as set forth in more detail in Table 1 of the attached Exhibit A. AEDC and/or ACDC
further agrees to assume and pay for CONSULTANT's reasonable out-of-pocket expenditures
incurred in connection with the scope of work as set forth in more detail in the attached Exhibit
A.
B. BILLING AND PAYMENT: Full payment to CONSULTANT will be made within 30 days of
receipt of a detailed invoice rendered to and approved -by AEDC and/or ACDC its Chief
Administrative Officer.
Nothing contained in this Article shall require AEDC and ACDC to pay for any work which is
unsatisfactory, as reasonably determined by the Chief Administrative Officer for the AEDC and
ACDC, or which is not submitted in compliance with the terms of this Agreement. AEDC and
ACDC shall not be required to make any payment to CONSULTANT when CONSULTANT is in
default under this Agreement.
C. PAYMENT: If AEDC and/or ACDC fails to make payment due CONSULTANT for services and
expenses within 30 days after receipt of CONSULTANT's undisputed statement thereof, the
amounts due CONSULTANT will be increased by the rate of five percent (5%) per month from
the said 30th day, however, nothing herein shall require AEDC and/or ACDC to pay the late
charge of five percent (5%) set forth herein if AEDC reasonably determines that the work is
unsatisfactory, in accordance with this Article 4.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by CONSULTANT pursuant to this Agreement shall
become the property of AEDC and ACDC upon the termination of this Agreement. CONSULTANT is
entitled to retain copies of all such documents.
ARTICLE 6
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to AEDC and ACDC as an independent contractor, not as
an employee of the AEDC or ACDC. CONSULTANT is not an employee of AEDC or ACDC and shall
not have or claim any right arising from employee status. AEDC and ACDC shall not control the means,
methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services
under this Agreement. While it is expected that CONSULTANT will foster relationships with business
and development interests on behalf of the AEDC and ACDC and will discuss and present potential
opportunities for projects and ventures to the AEDC and ACDC and to third parties who may ultimately
enter into agreements with the AEDC and/or ACDC, it is understood and acknowledged that
CONSULTANT's representation of the AEDC and ACDC does not include the authority to enter into
agreements on behalf of —or bind, contractually or otherwise —the AEDC or ACDC with any third
parties, and that the authority to enter into any legally binding obligation remain exclusively with the
AEDC and ACDC Board of Directors, and, as applicable, the City Council of the City of Anna, Texas.
ARTICLE 7
INDEMNITY AGREEMENT
CONSULTANT shall indemnify, defend, and save and hold harmless AEDC and ACDC and its
officers, agents, and employees from and against any and all liability, claims, demands, damages,
PROFESSIONAL_ SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 2 of 6
losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by
the AEDC and ACDC, 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 8
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by providing
30-days advance written notice to the other party.
B. If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services and shall render an invoice for services to
AEDC and/or ACDC within 30 days after the date of termination. AEDC and/or ACDC shall pay
CONSULTANT for all services properly rendered and satisfactorily performed and for
reimbursable expenses to termination incurred prior to the date of termination, in accordance
with Article 4 "Compensation." Should AEDC and/or ACDC subsequently contract with a new
consultant for the continuation of services described under this Agreement, CONSULTANT shall
cooperate in providing information. CONSULTANT shall turn over all documents prepared or
furnished by CONSULTANT pursuant to this Agreement to AEDC and ACDC on or before the
date of termination, but may maintain copies of such documents for its use.
ARTICLE 9
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:
Terrall & Associates
c/o Tom Te rra I I
7701 Owl Creek Lane
McKinney, Texas 75070
To AEDC:
Anna Economic Development Corp.
c/o EDC Chief Administrative Officer
P.O. Box 776
Anna, Texas 75409
To ACDC:
Anna Community Developmment Corp.
c/o CDC Chief Administrative Officer
P.O. Box 776
Anna, Texas 75409
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 3 of 6
All notices shall be deemed effective upon receipt by the party -to whom such notice is given, or
within three days after mailing, whichever occurs first.
ARTICLE 10
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 11
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 12
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 read or hereinafter be
amended.
ARTICLE 13
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 14
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 AEDC and ACDC.
CONSULTANT shall inform AEDC and ACDC 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.
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 4 of 6
ARTICLE 15
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 AEDC and ACDC.
ARTICLE 16
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 17
MISCELLANEOUS
A. At the conclusion of this project Consultant shall, at the written request of the AEDC and/or
ACDC, provide the AEDC and/or ACDC with a copy of any and all documents that Consultant
used to perform the services set forth in this agreement.
B. •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.
C. 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 services under this Agreement, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with related
work being carried on by AEDC and/or ACDC.
D. AEDC and ACDC shall assist CONSULTANT by placing at CONSULTANT's disposal all
available information pertinent to the services performed hereunder, including previous reports,
any other data relative to the said services, 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. Such written and tangible material
has been furnished to the Consultant only in order to make complete disclosure of such material
as being in the possession of the AEDC and ACDC and for no other purpose. By furnishing
such material, the AEDC and ACDC does not represent, warrant, or guarantee its accuracy
either in whole, in part, implicitly or explicitly, or at all.
E. CONSULTANT shall at all times maintain AEDC'S and ACDC's confidential or proprietary
information in confidence and shall disclose same to third parties only as specifically instructed
by AEDC and ACDC. Any disclosure of privileged or confidential information by AEDC and/or
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 5 of 6
ACDC to CONSULTANT is in furtherance of AEDC's and/or ACDC's purposes and is not
intended to and does not waive any privileges that may exist with regard to such information.
F. 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 AEDC and ACDC has caused this Agreement to be executed by its
duly authorized representative, and CONSULTANT has executed this Agreement to be effective as set
forth earlier in this Agreement.
Anna Economic Development Corporation
� 1
By: sica Perkin , ief Administrative Officer
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 6 of 6
EXHIBIT A
Scope of Work
Representation/Business Recruitment
This Scope of Work describes the services that Tom Terrall, Jr. (the "Consultant") shall render to
the AEDC and ACDC, and provides a basic outline of the work to be performed. It is understood
that the work to be performed should focus on the following:
• Representing the AEDC and ACDC at appropriate National Association of Industrial
& Office Property (NAIOP) functions.
• Representing the AEDC and ACDC at appropriate North Texas Commercial
Association of Realtors (NTCAR) functions.
• Train the AEDC/ACDC Chief Administrative officer on maximizing return from
participation in International Council of Shopping Centers (ICSC) 2011 conference
in Las Vegas.
• Set appointments to meet retail prospects at the 2011 ICSC conference in Las Vegas.
• Attend the ICSC 2011 Las Vegas conference with the AEDC team and assist them
with prospect appointments and cold calls.
• At the direction of the AEDC/ACDC's Chief Administrative Officer follow up on
business recruitment leads.
Relationship Building:
Successful economic development depends, to a large extent, on relationships between the local
economic development organization, local businesses, local developers, prospective companies,
and the commercial development community. From several years of economic development
work in the Dallas area, the Consultant has in place a strong relationship with many commercial
brokers, developers and site selectors through his active membership in NAIOP and NTCAR
organizations. NAIOP has between three -hundred and four -hundred members; NTCAR has
approximately two -thousand members. The Consultant is a former member of the NTCAR
board. The Consultant intends to utilize as many of his contacts as possible to bring economic
development to Anna, Texas.
National Association of Office & Industrial Properties (NAIOP):
The Consultant has been a member of the local NAIOP chapter for approximately ten (10) years.
The national NAIOP organization is nearly forty (40) years old. The local NAIOP chapter
consists of approximately 300 members. The NAIOP membership consists of commercial
brokers, developers, site selectors and economic development professionals from the Dallas area.
According to their web site, www.naiop.org, "NAIOP... is the leading organization for
developers, owners and related professionals in office, industrial and mixed -use real estate."' The
local chapter has eight membership breakfast meetings per year at locations around the Dallas
area. These meetings consist of a networking time and a program. As directed by the
AEDC/ACDC Chief Administrative Officer the Consultant will represent the AEDC and/or
ACDC at appropriate NAIOP functions detailed in Table 1
1 NAIOP web site
North Texas Commercial Association of Realtors (NTCAR):
The Consultant has been a member of NTCAR for approximately ten (10) years. "Founded in
1993, the North Texas Commercial Association of Realtors and Real Estate Professionals is a
trade association that exists to enhance the business opportunities of its members through real-
time access to critical real estate information, education, recognition and networking events."2
NTCAR has approximately 2,000 members. Through the year this organization has four
membership meetings, several development tours and two award dinners. Each event provides a
unique opportunity to network with commercial development leaders from around the Dallas
area. NTCAR also hosts an annual Retail Expo, which is a tradeshow consisting of retail,
developer and municipal exhibitors. The NTCAR web site is www.iitcar.ora. As directed by the
AEDC/ACDC Chief Administrative Officer, the Consultant will represent the AEDC and/or
ACDC at appropriate NTCAR functions as detailed in Table 1.
International Council of Shopping Centers (ICSC):
The Consultant has been a member of ICSC for approximately ten (10) years. "Founded in 1957,
the ICSC is the global trade association of the shopping center industry. Its 60,000 members in
the U.S., Canada and more than 80 other countries include shopping center owners, developers,
managers, marketing specialists, investors, leaders, retailers and other professionals as well as
academics and public officials. As the global industry trade association, ICSC links with more
than 25 national and regional shipping center councils throughout the world."' The ICSC web
site it www.icsc.ora.
The Consultant has approximately nine years experience preparing for and attending ICSC
conventions. This experience will be utilized to prepare the AEDC Chief Administrative Officer
for the 2011 ICSC conference in Las Vegas. This preparation will consist of coaching and
assisting in setting business recruitment appointments with convention exhibitors and attendees
for the AEDC team to visit. The Consultant will accompany the AEDC team to this convention
and assist with prospect meetings. While at the convention, the Consultant will also demonstrate
to the AEDC team ways to maximize productivity during their time at the convention.
Business Recruitment Lead Follow Up:
Previously the Consultant was economic development director for a Dallas suburb. The
economic development program in this community focused on business recruitment. The two
major tools used by the Consultant for a successful business recruitment program were
relationship building with the commercial brokers, developers and site selectors in the Dallas area
and effective incentive negotiations.
It is critical to follow up business recruitment leads in a timely manner, and in some cases repeat
follow up for a prolonged period of time. As directed by the AEDC/ACDC Chief Administrative
Officer, the Consultant will follow up on business recruitment leads for the purpose of recruiting
new businesses into Anna. Time allocated to this part of the Scope of Work (Table 1) is an
estimate and may be renegotiated at the discretion of the AEDC/ACDC Chief Administrative
Officer.
2 NTCAR web site
3 ICSC web site
General Comment:
Communications are essential to the success of this project. The Consultant guarantees that the
AEDC/ACDC Chief Administrative Officer, will be kept in the loop regarding the status each
phase of this project. If required, the Consultant will make a quarterly report to the AEDC and
ACDC board.
The Consultant's annual membership dues for NAIOP, NTCAR and ICSC are included in this
proposal (Table 1) because the Consultant is agreeing to represent only the AFDC and/or ACDC
when attending a function listed in Table 1.
For the purpose of this proposal the Consultant's hourly rate used is fifty dollars ($50.00) per
hour. The fees quoted in Table 1 are stated on a "not to exceed" basis. For each activity actual
hours and fee for work will be charged as long as they do not exceed the amount in Table 1.
Actual expenses will be billed in addition to the hourly fee for each activity plus mileage and toll
road charges (if applicable).
3
Table I
Organization/Activity Description Activity Activity Tot. for
Fee(2) Total 2011
National Association of Membership/Program Meetings - Eight
Industrial & Office meetings/Year @ 2.0 Hrs./Meeting $800.00
Properties Program Fee $25.00/Program $200.00
NAIOP Annual Dues $845.00 $1,845.00
North Texas
Commercial
Membership Meetings - Four meetings/
Association of Realtors
Year @ 2.0 Hrs./Meeting
$400.00
Three Office Bus Tours @ 4.0 Hrs./Tour
$600.00
Three Industrial Bus Tours @ 4.0 Hrs./Tour
$600.00
Office Conference 4.0 Hrs.
$200.00
Office Conference Fee
$50.00
Hall of Fame Dinner 3.0 Hrs.
$150.00
Hall of Fame Fee
$100.00
Stemmons Service Award Dinner 3.0 Hrs.
$150.00
Stemmons Service Award Fee
$100.00
Retail Event 3.0 Hrs.
$150.00
Retail Event Fee
$50.00
Retail Expo 4.0 Hrs.
$200.00
NTCAR Annual Dues
$375.00 $3,125.00
International Council
May Conference Preparation - Working
of Shopping Centers
with AEDC CAO, Setting Appointments
40 Hrs.
$2, 000.00
Attending May Convention in Las Vegas
28 Hrs.
$11400. 00
May Conference Lead Follow Up 40 Hrs.
$2, 000.00
ICSC Annual Membership Dues
$800.00 $6,200.00
Business Recruitment
$50.00/Hour plus actual expenses and
$29000.00 $2,000.00
Lead Follow Up
Mileage. 40 Hours budgeted for the year
for this activity.
$13,170.00
Notes
1) For each of the above listed Organization/Activity, expenses incurred by the Consultant and not
listed will be charged at the actual amount incurred, mileage will be charged at the rate allowed by
the Internal Revenue Service for operating an automobile for business purposes.
2) Every Fee listed above is a "not to exceed" amount. It is understood that exceeding any of the
Fees listed above will require prior written approval of the AEDC Chief Administrative Officer.