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HomeMy WebLinkAboutRes 2011-01-04 Approving EDC Contract with Tom Terrall, Jr for Strategic Planning & Marketing Consulting Serv.CITY OF ANNA, TEXAS RESOLUTION NO. 2011-01-04 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, APPROVING THE ANNA ECONOMIC DEVELOPMENT CORPORATION'S CONTRACT FOR CONSULTING SERVICES TO ASSIST WITH STRATEGIC PLANNING AND MARKETING WHEREAS, the City Council of the City of Anna, Texas ("the City Council") recognizes that on December 2, 2010 the Anna Economic Development Corporation ("EDC") passed a resolution adopting to procure the professional consulting services of Tom Terrall, Jr. for strategic economic development planning and marketing; and WHEREAS, the City Council recognizes that such services are in the best interest of the marketing and promotion efforts of the EDC and will promote economic development in the City of Anna; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. City Council Approval of Amendments to Certificate of Formation. The City Council hereby approves the Anna Economic Development Corporation contract for professional services with Tom Terra II , Jr. for professional consulting services at the rate of $50lhour 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. PASSED by the City Council of the City of Anna, Texas, on this the 25th day of January, 2011. APPROVED: ATTEST: PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT THIS AGREEMENT is effective as of the day of January, 2011, 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 "AEDC" 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 AEDC 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 diUgence 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 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 identtfy development opportunities and 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 AEDC's 2010-2011 fiscal year. ARTICLE 4 COMPENSATION A COMPENSATION TERMS: For and in consideration of the professional services to be performed by CONSULTANT under this Agreement AEDC agrees to pay CONSULTANT at the rate of $50.00 per hour, plus reasonable out-of-pocket expenses, travel expenses and membership meeting fees, up to the "not-to-exceed" amount of $13,170 as set forth in more PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT " ___ oil _.,., detail in Table 1 of the attached Exhibit A. AEDC 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 its Chief Administrative Officer. Nothing contained in this Article shall require AEDC 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. AEDC shall not be required to make any payment to CONSULTANT when CONSULTANT is in default under this Agreement. C. PAYMENT: If AEDC fails to make payment due CONSULTANT for services and expenses within 60 days after receipt of CONSULTANT's undisputed statement thereof, the amounts due CONSULTANT will be increased by the rate of one percent (1%) per month from the said 60th day, however, nothing herein shall require AEDC to pay the late charge of one percent (1%) set forth herein if AEDC reasonably determines that the work is unsatisfactory, in accordance with this Article 4. ARTICLES OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONSULTANT pursuant to this Agreement shall become the property of AEDC 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 as an independent contractor, not as an employee of the AEDC. CONSULTANT is not an employee of AEDC and shall not have or claim any right arising from employee status. AEDC 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 will discuss and present potential opportunities for projects and ventures to the AEDC and to third parties who may ultimately enter into agreements with the AEDC, it is understood and acknowledged that CONSULTANT's representation of the AEDC does not include the authOrity to enter into agreements on behalf of-or bind, contractually or otherwise-the AEDC with any third parties, and that the authOrity to enter into any legally binding obligation remain exclusively with the AEDC 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 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 AEDC, 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 PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT 1'"\___ 1\ _,c f!o 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 within 30 days after the date of termination. AEDC 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 subsequently contract with a new consultant for the continuation of services described under this Agreement, CONSULTANT shall cooperate in providing information. CONSULTANT shall tum over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to AEDC 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: ToAEDC: 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 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 PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTAnON AND RECRUITMENT 1"'\___ i\ _~". 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. CONSUL TANT 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. CONSULTANT shall inform AEDC 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 CONSUL TANT 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 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. 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. PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT " ___ .. _,c Co ARTICLE 17 MISCELLANEOUS A. CONSULTANT agrees that AEDC 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 AEDC 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. AEDC shall give CONSULTANT reasonable advance notice of intended audits. 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. D. AEDC 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 for no other purpose. By furnishing such material, the AEDC 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 confidential or proprietary information in confidence and shall disclose same to third parties only as specifically instructed by AEDC. Any disclosure of privileged or confidential information by AEDC to CONSULTANT is in furtherance of AEDC'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 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: Jessica Perkins, Chief Administrative Officer PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT n ___ I: _It",. Tom Terrall Jr. PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT f"'\___ '" _1:". 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 provides a basic outline of the work to be perfonned. It is understood that the work to be perfonned should focus on the following: • Representing the AEDC at appropriate National Association of Industrial & Office Property (NAIOP) functions. • Representing the AEDC at appropriate North Texas Commercial Association of Realtors (NTCAR) functions. • Train the AEDC 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's Chief Administrative Officer follow up on business recruitment leads. Relationship BuDding: 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 Chief Administrative Officer the Consultant will represent the AEDC at appropriate NAIOP functions detailed in Table 1 1 NAIOP web site 1 North Texas Commercial Association ofRealtol'S (NTCAR): The Consultant has been a member ofNTCAR 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.ntcar.org. As directed by the AEDC Chief Administrative Officer, the Consultant will represent the AEDC at appropriate NTCAR functions as detailed in Table 1. Interoational Council of Shopping Centers (lCSC): The Consultant has been a member ofICSC for approximately ten (10) years. "Founded in 1957, the ICSC is the global trade association ofthe 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.',,3 The ICSC web site it www.icsc.org. 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 oftime. As directed by the AEDC Chief Administrative Officer, the Consultant will follow up on business recruitment leads for the purpose ofrecruiting new businesses into Anna. Time allocated to this part ofthe Scope of Work (Table 1) is an estimate and may be renegotiated at the discretion ofthe AEDC Chief Administrative Officer. 2 NTCAR web site ;; ICSC web site ? General Comment: Communications are essential to the success ofthis project. The Consultant guarantees that the AEDC 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 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 AEDC 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). Table I Organization/Activity Deecription Activity Fee(2) Activity Total Tot. for 2011 National Association of Industrial & Offtce Properties Membership/Program Meetings -Eight meetingsIYear @ 2.0 Hrs.lMeeting Program Fee $25.00/Program NAIOP Annual Dues $800.00 $200.00 $845.00 $1,845.00 North Texas Commercial Association of Realtors Membership Meetings -Four meetingsl Year @ 2.0 Hrs./Meeting Three Office Bus Tours @ 4.0 Hrs.lTour Three Industrial Bus Tours @4.0 Hrs.lTour Office Conference 4.0 Hrs. Office Conference Fee Hall of Fame Dinner 3.0 Hrs. Hall of Fame Fee Stemmons Service Award Dinner 3.0 Hrs. Stemmons Service Award Fee Retail Event 3.0 Hrs. Retail Event Fee Retail Expo 4.0 Hrs. NTCAR Annual Dues $400.00 $600.00 $600.00 $200.00 $50.00 $150.00 $100.00 $150.00 $100.00 $150.00 $50.00 $200.00 $375.00 $3,125.00 International Council of Shopping Centers May Conference Preparation -Working with AEDC CAO. Setting Appointments 40 Hrs. Attending May Convention in Las Vegas 28 Hrs. May Conference lead Follow Up 40 Hrs. ICSC Annual Membership Dues $2,000.00 $1,400.00 $2,000.00 $800.00 $6,200.00 Business Recruitment Lead Follow Up $50.00/Hour plus actual expenses and Mileage. 40 Hours budgeted for the year for this activity. $2,000.00 $2,000.00 $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 Offtcer.