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HomeMy WebLinkAboutEDCRes2010.03.03ANNA ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 1010-63-D3, C E pG, A RESOLUTION OF THE ANNA ECONOMIC 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 Economic Development Corporation (the "EDC") desires to authorize their Chief Administrative Officer to procure the professional consulting services of Tim Terrall for strategic economic development planning and marketing, WHEREAS, the EDC has determined that the above -referenced services are in the best interests of the EDC and will promote economic development in the City of Anna, 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. 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 contract with Tom Terrall, Jr. for professional consulting services at the rate of $50/hour not to exceed 20 hours without further Board approval —and with the condition that Mr. Terrall presents a report regarding a feasibility study as to the marketing study of the EDC owned 48 acres of property to the Board at the Board's next meeting —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 Economic Development Corporation this day of M/] Ch 12010. APPROVED: ATTEST: Constance Stump, EDC Presi nt 8herilyn God y, EDC Secretary cl— EDC OF ANNA, TEXAS RESOLUTION NO. i7- 03 ' 03 - (C ID G) PAGE 1 OF 1 PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY THIS AGREEMENT is effective upon date of final execution, and made and entered into by and between the Anna Economic Development Corporation, with its principal office at 111 North Powell Parkway, Anna, Collin County, Texas 75409, hereinafter called "OWNER" and Tom Terrall, Jr. 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 OWNER 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 Project as stated in this Agreement, with diligence and in accordance with the highest professional standards. The professional services set out herein are in connection with the following described project: The Project is generally described as providing a property study to determine possible uses for a 48-acre tract owned and maintained by the OWNER and shall include all services to be performed by the CONSULTANT as set forth in this Agreement. ARTICLE 2 SCOPE OF SERVICES A. For the agreed -upon compensation set forth in Article 4 of this Agreement, CONSULTANT shall perform the services set forth in this Article. B. CONSULTANT shall perform all those services, including the presentation of a property study to the Anna Economic Development Corporation that focuses on the following: 1. Determine the feasibility of OWNER's 48-acre tract of land for the development of a business park, including a determination of the best uses in said business park; 2. Recommend guidelines for the use of incentive options for various projects within the business park as well as other developments within the City of Anna; and 3. Prepare a written report and present same to OWNER during OWNER's regularly scheduled meeting. ARTICLE 3 SCHEDULE AND PERIOD OF SERVICE A. This Agreement shall become effective as of the date of last execution and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by OWNER. PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY Page 1 of 6 B. CONSULTANT agrees to perform the services described in Article 2. CONSULTANT also agrees to present the property study to the OWNER at its regularly scheduled board meeting. ARTICLE 4 COMPENSATION A. COMPENSATION TERMS: For and in consideration of the professional services to be performed by CONSULTANT under this Agreement OWNER agrees to pay CONSULTANT at the rate of $50.00 per hour. CONSULTANT's work shall not exceed 20 hours without additional written approval of OWNER. OWNER further agrees to assume and pay for CONSULTANT's reasonable out-of-pocket expenditures incurred in connection with this matter. Said expenditures are limited to travel at the rate of 50 cents per mile, toll road charges, photocopy charges, long-distance phone calls, facsimiles and postage. 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 OWNER through the OWNER's Chief Administrative Officer; however, under no circumstances shall the number of hours of services rendered exceed 20 without additional written approval of OWNER. Nothing contained in this Article shall require OWNER to pay for any work which is unsatisfactory, as reasonably determined by the Chief Administrative Officer for the Anna Economic Development Corporation, or which is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payment to CONSULTANT when CONSULTANT is in default under this Agreement. C. PAYMENT: If OWNER 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 30tn day, however, nothing herein shall require OWNER to pay the late charge of five percent (5%) set forth herein if OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article 4. ARTICLE 5 OBSERVATION AND REVIEW OF THE WORK CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to OWNER any defects or deficiencies in the work of CONSULTANT. ARTICLE 6 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONSULTANT pursuant to this Agreement shall become the property of OWNER 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 Program, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense, with no right of indemnification against CONSULTANT, notwithstanding any other provision of this Agreement. 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 that project. PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY Page 2 of 6 ARTICLE 7 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT is not an employee of OWNER and 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. ARTICLE 8 INDEMNITY AGREEMENT CONSULTANT shall indemnify, defend, and save and hold harmless OWNER 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 incurred by the OWNER, 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. CONSULTANT's duties to indemnify, defend, and save and hold harmless OWNER under this Article 8 do not extent to claims brought against OWNER based on a decision or action by OWNER's board of directors or a decision or action by the City Council of the City of Anna. 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 TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by providing 10-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 OWNER within 30 days after the date of termination. OWNER 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 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. ARTICLE 10 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: To OWNER: PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY Paae 3 of 6 Terrall & Associates Anna Economic Development Corp. c/o Tom Terrall Jr. c/o EDC Chief Administrative Officer 7701 Owl Creek Lane P.O. Box 776 McKinney, Texas 75070 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, whichever occurs first. ARTICLE 11 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 12 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 13 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 14 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 15 PERSONNEL A. CONSULTANT represents that it has or will secure 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 that may arise during the term of this Agreement. PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY Page 4 of 6 B. All services required hereunder will be performed by CONSULTANT or under his 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 16 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 17 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 18 MISCELLANEOUS A. At the conclusion of the project CONSULTANT shall provide OWNER with a copy of any and all documents that CONSULTANT used to conduct the study and support the report. 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 Project, 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. D. 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. 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 OWNER and for no other purpose. By furnishing such material, OWNER 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 OWNER'S confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by OWNER. Any disclosure of privileged or confidential information by OWNER to CONSULTANT is in PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY Paae 5 of 6 furtherance of OWNER'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 OWNER 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 By" 'Iessica Per i s, Chief Administrative Officer Executed this 9 day of April, 2010. CONSULTANT To rall Jr. Executed this "`�day of April, 2010. PROFESSIONAL SERVICES AGREEMENT FOR ECONOMIC DEVELOPMENT PROPERTY STUDY Page 6 of 6