HomeMy WebLinkAboutCDCpkt2012-09-25 Special MeetingSeptember 25, 2012
Special Meeting Packet
AGENDA
SPECIAL MEETING
OF ANNA COMMUNITY DEVELOPMENT CORPORATION
September 25, 2012 at 5.00 p.m." .
COMMUNITY ANNA CITY HALL ADMINISTRATION BUILDING
DEVELOPMECORPORATION 111 N. POWELL PKWY., ANNA, TEXAS
The Anna Community Development Corporation will conduct a meeting at 5:00 p.m.' on
September 25. 2012, at the Anna City Hall Administration Building, 111 N, Powell
Parkway, to consider the following items:
1. Call to Order.
2. Roll Call and Establishment of Quorum. 10 'If' 4v4�, .
3. Invocation and Pledge,
4. Consider/Discuss/Action regarding passing solutio pproving a Project
Agreement with $t e City of Anna, regarding Slayter Creek Park.
5. Consider/Discuss/Action regarding passing a oj§ ut! on;approving an annual
agreement with the Greater Anna Chamber of Commerce. s
6. Consider/Discuss/Action regarding approving a current fiscal year budget
amendment.
7. Adjourn.
This is to certify that I, Jessica Perkins, Chief Administrative Officer, posted this agenda
at a place readily accessible to the public at the Anna City Hall and on the City Hall
bulletin board at or before 6:00 p.m., September 21, 2012.
.. LAv
-� J sica Perkins, Chief Admini rative Officer
' ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation
meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately
after the conclusion of the meeting of the Anna Economic Development Corporation,
IMPORTANT LEGAL NOTICE: The Corporation may vote andfor act upon each of the items listed In this agenda. The
Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever
It is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this
meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the
meeting so that appropriate arrangements can be made.
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: September 25, 2012
Budgeted Amount: n/a
Item No. 4
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: X Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding passing a resolution
approving a Project Agreement with the City of Anna regarding Slayter Creek Park.
SUMMARY: The CDC issued 1.6m in bonds to assist the City with Park Projects. The
City is requesting a Project Agreement with the Anna CDC to define the disbursement of
these funds to contractors who will perform work on the parks.
STAFF RECOMMENDATION: Staff recommends you approve the resolution
authorizing the agreement.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AUTHORIZING AND APPROVING A PROJECT AGREEMENT WITH THE CITY
OF ANNA, TEXAS
WHEREAS, the Anna CDC intends to allow and approve a project agreement with the
City of Anna;
WHEREAS, the Anna CDC has determined that the project agreement with the City of
Anna is necessary for the disbursement of funds for and management of park projects;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, 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 Project Agreement
The Anna Community Development Corporation hereby approves the Project
Agreement attached to this resolution as Exhibit A and authorizes the CDC President to
execute same on its behalf.
PASSED AND APPROVED by the Anna Community Development Corporation this
day of 12012.
APPROVED:
Jason Focht, CDC President
ATTEST:
Sherilyn Godfrey, CDC Secretary
CDC OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1
EXHIBIT A
CITY OF ANNA, TEXAS AND ANNA COMMUNITY DEVELOPMENT CORPORATION
2012 PROJECT AGREEMENT
-2-
CITY OF ANNA, TEXAS AND ANNA COMMUNITY DEVELOPMENT CORPORATION
2012 PROJECT AGREEMENT
THIS PROJECT AGREEMENT ("Agreement"), dated as of September 25, 2012, is executed by
and between the City of Anna, Texas (the "City"), and the Anna Community Development Corporation
(the "Corporation").
WITNESSETH
WHEREAS, the Corporation has been approved, authorized and incorporated, and exists and
operates as a duly constituted authority and instrumentality of the City in accordance with Article
5190.6, Section 4B, Texas Revised Civil Statutes Ann., and now operating under Texas Local
Government Code, Chapters 501, 502 and 505 (the "Act");
WHEREAS, at an election held in accordance with the provisions of the Act, the voters of the
City approved a proposition (the 'Proposition") on the question of the adoption of a sales and use tax
within the City at a rate of one-half of one percent (the "Sales Tax") to undertake economic development
projects as described in Section 4B of the Act, including but not limited to projects for downtown
development, facilities, and public parks, park facilities and events including senior citizen projects,
projects for the promotion of professional and amateur athletics and sports including stadiums, ball
parks, auditoriums, projects related to entertainment, convention, tourist, and exhibition facilities,
amphitheaters and concert halls, open space improvements, learning centers, municipal buildings,
educational facilities and facilities for use by institutions of higher education, museums, and related
stores, restaurant, concession and automobile parking facilities, transportation facilities and roads,
streets, recycling facilities, projects to promote new or expanded business enterprises including facilities
to promote job creation and retention, job training facilities, and public safety facilities, drainage and
storm water facilities and related improvements, demolition of existing structures, targeted infrastructure
and any other improvements or facilities that are related to any of the above projects and any other
authorized project that the Board of Directors of the Corporation determines will promote new or
expanded business enterprises, and the maintenance and operations expenses for any of the above
described projects, as authorized by the Act;
WHEREAS, the City Council of the City (the "City Council") and the Board of Directors of the
Corporation (the 'Board ") have determined to undertake projects to provide (i) public park and open
space improvements including sports fields, pavilions, trail improvements, parking facilities, roads,
restroom facilities, camping sites, skate board park and other park, open space, and recreational
facilities, (ii) signage, lighting, landscaping, sidewalks, outdoor furnishings and other improvements for
downtown streets to improve access and availability to the businesses and other establishments on and
adjacent to downtown streets, and (iii) maintenance and operating costs of such projects, and other
purposes permitted by law, in order to provide improvements for public park and open space purposes
(the "Improvements"), all as authorized by the Act and the Proposition;
WHEREAS, the parties hereto find it necessary and advisable to enter into this Agreement with
respect to the Improvements in accordance with Texas Local Government Code, Section 501.054 to set
forth the duties and responsibilities of the respective parties for the implementation and funding of the
Improvements.
NOW, THEREFORE, in consideration of the covenants and agreements herein made, and
subject to the conditions herein set forth, the City and the Corporation agree as follows:
Section 1. DEFINITIONS AND INCORPORATION OF PREAMBLES. The terms and
expressions used in this Agreement, unless the context shows clearly otherwise, shall have meanings set
forth herein, including terms defined in the preambles hereto, which preambles are incorporated in and
made a part hereof for all purposes.
Section 2. FINANCING OF IMPROVEMEN The parties agree that the costs of the
construction of the Improvements, in the amount of $ 1,64,000.00, will be paid from the proceeds of
the Anna Community Development Corporation Sales Tax Revenue Bond, Series 2012-B, in the
aggregate principal amount of $1,645,000.00 (the "Bond") issued or to be issued and sold by the
Corporation. The City and the Corporation acknowledge and agree that said Bond may be issued for
other purposes in addition to providing funds to pay the costs of the Improvements.
Section 3. PROJECT MANAGEMENT, FUNDING, AND PAYMENTS. The Corporation
agrees to fund the Improvements with the Bond proceeds and the City agrees to manage the project(s)
and contract(s) necessary to implement the Improvements, including but not limited to managing the
Bond proceeds, subject to oversight by the Corporation. Said Bond proceeds shall be transferred to the
City in trust and the City is authorized hereby to draw funds, make withdrawals, issue checks, and
otherwise manage said Bond proceeds in accordance with existing City policies and under oversight of
the Corporation. The City shall provide regular reports to the Corporation regarding expenditures made
from Bond proceeds and status of the implementation of Improvements.
Section 4. CONSTRUCTION CONTRACTS; OWNERSHIP OF THE IMPROVEMENTS.
(a) The City will construct the Improvements and shall be solely responsible for the construction and
maintenance of the Improvements, and the Corporation shall have no liability with respect to the
construction, operation or maintenance of the Improvements.
(b) Prior to the advertisement of bids for acquisition or construction of the Improvements or any
portion thereof, the Board of the Corporation or its Chief Administrative Officer shall have the
opportunity to review the design plans and specifications and make its recommendations to the City
regarding such design plans and specifications.
(c) The Improvements shall be owned by the City.
Section 5. FINANCING OF THE IMPROVEMENTS, CONSTRUCTION AND
COMPLETION. The City agrees that upon receipt of the proceeds of sale of the Bonds it will proceed
with due diligence with the construction and completion of the Improvements. The City does not
anticipate delays in the construction of the Improvements and the Corporation shall not be liable for any
damages caused by any delays in completion of the Improvements or any additional costs in reference to
the Improvements.
Section 6. FORCE MAJEURE. If, by reason of Force Majeure, either parry hereto shall be
rendered unable wholly or in part to carry out its obligations under this Agreement, then such party shall
give notice and full particulars of such Force Majeure in writing to the other party within a reasonable
time after occurrence of the event or cause relied upon, and the obligation of the parry giving such
notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the
inability then claimed, except as hereinafter provided, but for no longer period, and any such party shall
endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as
employed herein, shall means acts of God, strikes, lockouts or other industrial disturbances, acts of
public enemy, orders of any kind of the Government of the landslides, lightening, earthquakes, fires
hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil
disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not
reasonably within the control of the party claiming such inability. It is understood and agreed that the
settlement of strikes and lockouts shall be entirely within the discretion of the party having the
difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable
dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the
opposing party or parties when such settlement is unfavorable to it in the judgment of the party having
the difficulty.
Section 7. REGULATORY BODIES. This Agreement shall be subject to all valid rules,
regulations, and laws applicable thereto passed or promulgated by the United States of America, the
State of Texas, or any governmental body or agency having lawful jurisdiction or any authorized
representative or agency of any of them.
Section 8. COUNTERPARTS. This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
Section 9. SEVERABILITY. In case any provision herein shall be invalid, illegal, or unen-
forceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 10. TERM OF AGREEMENT. The term of this Agreement shall be for the period
during which the Bonds are outstanding and the Improvements are being implemented.
IN WITNESS WHEREOF, The Corporation and the City, acting under authority of their
respective governing bodies have caused this Agreement to be duly executed and effective as of the date
first set forth above.
ANNA COMMUNITY CITY OF ANNA, TEXAS
DEVELOPMENT CORPORATION
By
President, Board of Directors
By
Philip Sanders, City Manager
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: September 25, 2012
Budgeted Amount: n/a
Item No. 5
I
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: _X—Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding approving an annual
agreement with the Greater Anna Chamber of Commerce.
SUMMARY: The EDC and CDC have historically supported the annual events of the
GACC. For the past two years the Corporations have entered into a fiscal year agreement
for sponsorship. The annual agreement has allowed for better planning and budgeting.
The GACC hosts 5 annual events a year: Awards Banquet, Golf Tournament, July 4th
Celebration, Fall Glow Fest, and the Christmas Parade. The corporations have previously
funded the GACC at $15,000 per year. This year the GACC is requesting additional
funds for 3 of the events: Glow Fest, Christmas Parade and July 01. The total amount of
sponsorship being requested is $20,500. The increase is to cover cost associated with
more people attending the events such as increased costs for insurance and public safety.
The CDC has approved the FY 2012-2013 agreement that is attached for your review.
STAFF RECOMMENDATION: Staff recommends you approve the resolution.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AUTHORZING THE CHIEF ADMINISTRATIVE OFFICER TO SIGN AN AGREEMENT
WITH THE GREATER ANNA CHAMBER OF COMMERCE
WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to
expend funds in support the efforts of the Chamber; and
WHEREAS, the CDC believes that funding the Chamber is a necessary promotional
expense for the CDC and the Anna community; and
WHEREAS, the CDC intends that said funds be used solely for the events outlined in
Exhibit A, insurance coverage, and permits necessary for the events; 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. Approval of Agreement
The CDC hereby authorizes the Chief Administrative Officer to sign an agreement with
Greater Anna Chamber of Commerce attached hereto as EXHIBIT A.
Section 3. Approval of Funding
The CDC hereby authorizes the Chief Administrative Officer to charge the CDC's
promotional account in accordance with the procedures outline in EXHIBIT A.
PASSED AND APPROVED by the Anna Community Development Corporation this
day of
APPROVED:
Jason Focht, CDC President
2012.
ATTEST:
Sherilyn Godfrey, CDC Secretary
CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013
THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made
by and between the Anna Community Development Corporation ("CDC"), and the
Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this
day of 20
Section 1. Summary
During the CDC's 2012-2013 fiscal year, the CDC hereby promises to make certain
payments to the GACC to sponsor certain GACC events that GACC promises will
promote the CDC and the growth and the development of the City. The amount of
each payment is specified under this Agreement for each corresponding GACC event.
Each payment is to be provided to the GACC prior to each event, but is contingent
upon GACC providing a letter of intent to organize and hold the corresponding event
and meet the corresponding benchmarks set forth herein, as well as to adequately
promote the CDC and the City.
Section 2. Definitions
For purposes of this Agreement, the following meanings shall apply:
(a) City shall mean the City of Anna, Texas.
(b) CDC shall mean the Anna Community Development Corporation, a Texas
nonprofit corporation.
(c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas
nonprofit corporation.
(d) Sponsor shall mean a person or corporation that pays or provides something of
value to the GACC in connection with a GACC event in exchange for GACC
providing promotional marketing or any other benefits associated with the GACC
event.
(e) Sponsorship Benefits shall mean at least that amount of sponsorship
designation, advertising in print and broadcast media, marketing materials and
opportunities, onsite and offsite signage and marketing, public relations benefits
and all other benefits listed in this Agreement and/or otherwise available that
would promote the CDC to an extent equal to or greater than any other Sponsor
of the GACC event in question. In other words, Sponsorship Benefits shall
provide the CDC with at least "equal billing" compared with any other Sponsor
and shall provide the highest level of promotional or other benefits made
available or provided to any other Sponsor, regardless of the amounts paid by
the CDC as compared with other Sponsor Designation includes and shall mean:
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 1 OF 9
(1) the CDC shall be named as a Sponsor of the GACC event, that the CDC
may use the same designation in all GACC-approved advertising,
merchandising and promotions; and
(2) the CDC shall have first right of refusal as a Sponsor of any subsequent
events arising out of any of the GACC events in future years.
Section 3. General Requirements
3.01 Letter of Intent
The GACC agrees to provide to the CDC a letter of intent prior to each event and prior
to the CDC's payment to GACC of any funds for such event. The letter of intent will be
drafted on a standard form attached as "Exhibit A", and incorporated herein as if set
forth in full. The letter of intent shall include a promise by the GACC to organize and
hold the specific event setting forth its purpose and goals including the benchmark
provisions set forth in this Agreement and shall constitute further binding contractual
responsibilities of the GACC to attain those benchmarks and adequately promote the
CDC. The letter of intent for any given event may set forth a different amount
requested to be paid by the CDC than the amount estimated for such event as set
forth in Section 4 of this Agreement.
3.02 Sponsorship Benefits
The GACC agrees to furnish all materials, equipment, tools and other items necessary
to provide Sponsorship Benefits to the CDC, and, in addition, all Sponsor
Designations, advertising in print and broadcast media, marketing materials and
opportunities, onsite and offsite signage and marketing, and all other public relations
and promotional benefits as further described in this Agreement under each specific
event.
Advertising in print and broadcast media includes the CDC's identification as Sponsor
on all print advertising secured promoting the GACC event. All such advertising shall
reference the CDC as: The City of Anna Community Development Corporation.
Marketing materials and opportunities, onsite signage and marketing, and public
relations benefits will be provided for under each specific event in this Agreement.
Section 4. GACC Events
The GACC and CDC anticipate CDC sponsorship of the following events and provides
specific terms of compensation, Sponsorship Benefits, goals and benchmarks to
gauge promotional impact:
4.01 Glowfest 2012
Name/Purpose: Glowfest 2012, Community Fall Festival
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 2 OF 9
Date, Time, Location of Event: All Day on Saturday, October 27, 2012 at Slater Creek
Park (and surrounding private property)
Deadline for GACC to provide letter of intent to CDC: Monday, September 24, 2012
Estimated Compensation amount: $7,500.00
Due Date of Payment: Monday, October 15, 2012
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration form; listed as "Platinum Level" sponsor
in newspaper advertisement and article
Promotional Benchmark Requirements: GACC will provide approximate headcount of
attendees' and geographic locations where attendees reside.
4.02 2012 Christmas Parade and Winter Wonderfest
Name/Purpose: 2012 Christmas Parade and Winter Wonderfest - Community Festival
and Parade
Date, Time, Location of Event: All Day on Saturday, December 10, 2011, parade
route
Deadline for GACC to provide letter of intent to CDC: Monday, November 12, 2012
Estimated Compensation amount: $2,500.00
Due Date of Payment: Monday, November 26, 2012
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration forms; listed as sponsor in newspaper
advertisement and article
Promotional Benchmark Requirements: GACC will provide a count or list of float
participation.
4.03 2013 Annual Banquet
Name/Purpose: 2013 Annual Banquet - Awards and appreciation banquet as well as
a promotional event for current and prospective businesses in our community.
Date, Time, Location of Event: 5:00pm — 11:00pm Saturday, February 23, 2013,
Longhorn Hill Party Barn in Anna, TX
Deadline for GACC to provide letter of intent to CDC: Monday, January 14, 2013
Estimated Compensation amount: $500.00
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 3 OF 9
Due Date of Payment: Monday, February 11, 2013
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: One table at
the banquet; full-page advertisement placed on back of program; advertisement during
event including signage and in PowerPoint presentation
Promotional Benchmark Requirements: GACC will provide list of attendees
4.04 2013 Golf Tournament
Name/Purpose: 2013 Golf Tournament, Networking event for current GACC members
as well as a promotion to prospective new members and businesses
Date, Time, Location of Event: All Day on Monday, April 22, 2013, Hurricane Creek
Country Club
Deadline for GACC to provide letter of intent to CDC: Monday, March 18, 2013
Estimated Compensation amount: $3,000.00
Due Date of Payment: Monday, April 1, 2013
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
postcard distributed throughout Anna, Van Alstyne, Melissa, Sherman & McKinney,
Recognition as Title Sponsor in Program and on signage the day of the event,
opportunity to display promotional material, signage placed on various holes
Promotional Benchmark Requirements: GACC will provide a list of players
4.05 Anna Fireworks Event
Name/Purpose: 2013 Anna Fireworks Event, Community Festival
Date, Time, Location of Event: 5:00pm — Conclusion of Fireworks, Thursday, July 4,
2013 at Slater Creek Park and Anna ISD Football Stadium
Deadline for GACC to provide letter of intent to CDC: Monday, June 3, 2013
Estimated Compensation amount: $7,000.00
Due Date of Payment: Monday, June 17, 2013
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration form; listed as sponsor in newspaper
advertisement and article
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 4 OF 9
Promotional Benchmark Requirements: GACC will provide and estimated number of
attendees
Section 5. Compensation
In consideration of the performance of GACC's obligations under this Agreement,
including the provision of Sponsorship Benefits described herein, the CDC agrees to
pay the GACC the total amount of compensation of ($20,500) during the CDC's fiscal
year 2012-2013, subject to the conditions set forth in this Agreement. Before the CDC
shall have any obligation to make any payment to GACC with respect to any given
event described in Section 4 of this Agreement, the GACC must timely provide the
CDC with a letter of intent—signed by a GACC representative authorized to
contractually bind the GACC—as described in Section 3.01 of this Agreement and the
GACC must submit said letter of intent to the CDC before the applicable deadline for
such event as set forth in Section 4 of this Agreement. The total ($20,500) amount of
compensation shall be made in five separate payments with the amount of each
payment being determined by the CDC by electing one of the two following options
per GACC event: (1) the estimated compensation amount set forth in Section 4 of this
Agreement; or (2) a different amount requested by GACC that is set forth in the letter
of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A.
If the CDC decides to honor any GACC request for a different amount than what is set
forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter
the amount of payments it makes with respect to any remaining events so that its
overall compensation paid to the Chamber under this Agreement does not exceed
$15,000 during the CDC's 2012-2013 fiscal year. The GACC shall provide the CDC
with a written receipt.
Section 6. Licenses and Permits
The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any
other costs required for any of the GACC events and to fulfill this Agreement. The
GACC shall take all reasonable steps necessary to ensure that all state, federal, and
local permitting and licensing requirements are met at all times during all GACC
events. The GACC must comply with all federal and state laws, and local ordinances
while organizing and participating in the GACC events.
Section 7. Independent Contractor Status/ Liability/ Indemnity
It is expressly understood and agreed that the CDC has no right of control,
supervision, or direction over any work performed by the GACC relating in any way to
the GACC's undertaking of any of its events (the "Work"), including but not limited to
its employees, agents, contractors, or its subcontractors, nor does the CDC have any
control, supervision or direction of the means, methods, sequences, procedures, and
techniques utilized to complete any of the Work. There shall be no joint control over
the Work. The GACC agrees to fully defend, indemnify and hold harmless the
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 5 OF 9
CDC from any claim, proceeding, cause of action, judgment, penalty, or any
other cost or expense arising or growing out of, associated or in connection
with the Work. The indemnification includes, but is not limited to, attorney fees
incurred by the CDC in defending itself or in enforcing this Agreement. By
entering into this Agreement, GACC waives all rights and remedies in law or in equity
except to seek enforcement of specific performance, without any right to
reimbursement of costs or attorney fees, of the obligations under this Agreement. This
provision is not intended to and does not waive any of the CDC's governmental
immunities, including immunity from suit and liability.
Section 8. Insurance
GACC shall procure and maintain for the duration of this Agreement insurance against
claims for injuries to persons or damages to property, which may arise from or in
conjunction with the performance of the Work or in any way related to the GACC's
undertakings performed in connection with the GACC events, including but not limited
to coverage for GACC, its agents, representatives, employees, contractors, or
subcontractors. The form and limits of such insurance, together with the underwriter
thereof in each case, must be acceptable to the CDC but regardless of such
acceptance it shall be the responsibility of the GACC to maintain adequate insurance
coverage at all times. Failure of the GACC to maintain adequate coverage shall not
relieve the GACC of any contractual responsibility or obligation. Each policy shall
provide that there will be no alteration or modification which reduces coverage in any
way prior to 30 days written notice being given to the CDC. A copy of each policy, or
at the CDC's discretion, a certificate of insurance, shall be filed with the CDC
Secretary.
Section 9. Default
9.01 Events of Default
The occurrence, at any time during the term of the Agreement, of any one or more of
the following events, shall constitute an Event of Default under this Agreement:
(a) the failure of GACC to timely provide the CDC with a properly executed letter of
intent in accordance with the terms of this Agreement prior to each event;
(b) the failure of the GACC event to occur on the scheduled date, or—if the event
cannot occur on the originally scheduled date due to inclement weather—the failure of
the GACC event to be rescheduled and occur in accordance with Section 18 of this
Agreement;
(c) the failure of GACC to provide the CDC with all Sponsorship Benefits enumerated
in this Agreement for each event;
(d) the failure of GACC to meet each promotional benchmark requirement;
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 6 OF 9
(e) the failure of the CDC to pay the GACC according to the compensation terms of
each event when such payment may become due; and
(f) the CDC's or GACC's breach or violation of any of the material terms, covenants,
representations or warranties contained herein or GACC's failure to perform any
material obligation contained herein.
9.02 Uncured Events of Default
Upon the occurrence of an Event of Default by CDC that can be cured by the
immediate payment of money to GACC, CDC shall have 10 calendar days from
receipt of written notice from GACC of an occurrence of such Event of Default to cure
same before GACC may exercise any of its remedies as set forth in this Agreement.
Upon the occurrence of an Event of Default by GACC that does not include the failure
to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10
calendar days from receipt of written notice from CDC of an occurrence of such Event
of Default to cure same, or, if same cannot be effectively cured within 10 calendar
days and fully and effectively provide CDC with the Sponsorship Benefits, the default
may be cured by refunding CDC's entire sponsorship fee, unless such Event of
Default creates or contributes to an emergency situation in which injury to persons or
property reasonably appears imminent, in which case CDC is immediately entitled to
exercise or seek all rights available to it at law or in equity. If with respect to any given
event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a
deadline or a failure described in Section 9.01(b), the CDC shall be entitled to a full
refund of any amounts paid by the CDC to GACC for such event.
Section 10. Amendment; Termination
This Agreement may not be amended except pursuant to a written instrument signed
by both parties. This Agreement shall terminate once both parties shall have
completed performance of their respective obligations hereunder.
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 7 OF 9
Section 11. Notice
Notice as required by this Agreement shall be in writing delivered to the parties via
postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed
below:
CDC
CDC President
Anna Community Development Corporation
101 N. Powell Parkway
Anna, Texas 75409
GACC
GACC Director
Greater Anna Chamber of Commerce
P.O. Box 1256
Anna, Texas 75409
Each party shall notify the other in writing within 10 days of any change in the address
information listed in this section.
Section 12. No Waiver of Immunity
Nothing in this Agreement waives any governmental immunity available to the CDC
under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and are not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
Section 13. Entire Agreement
This Agreement represents the entire and integrated Agreement between CDC and
GACC and supersedes all prior negotiations, representations and/or agreements,
either written or oral. This Agreement may be amended only by written instrument
signed by both parties.
Section 14. Governing Law and Venue
This Agreement shall be governed by the laws of the State of Texas as to
interpretation and performance. Any and all legal action necessary to enforce this
Agreement shall be brought in a court of competent jurisdiction in Collin County,
Texas or in the United States District Court for the Eastern District of Texas, Sherman
Division.
Section 15. Severability
The provisions of this Agreement are severable. In the event that any paragraph,
section, subdivision, sentence, clause, or phrase of this Agreement shall be found to
be contrary to the law, or contrary to any rule or regulation having the force and effect
of the law, such decisions shall not affect the remaining portions of this Agreement.
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 8 OF 9
Section 16. Contract Interpretation
This Agreement is the result of negotiation between the parties, and shall, in the event
of any dispute over the meaning or application of any portion thereof, be interpreted
fairly and reasonably, and not to be more strictly construed against one party than
another, regardless of which party originally drafted the section in dispute. Time is of
the essence with respect to the deadlines set forth in this Agreement.
Section 17. Force Majeure
If a party is prevented or delayed from performing any of its obligations hereunder due
to a natural or manmade event or condition not caused by such party and beyond
such party's reasonable control, then such party's performance of those obligations
shall be suspended until such time as the event or condition no longer prevents or
delays performance. If any event or condition results in the creation of amounts of
refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be
bound to conclude, terms and conditions for collection of those excess amounts.
Section 18. Inclement Weather
If the GACC cannot reasonably proceed with an event due to inclement weather, then
the GACC shall reschedule the event so that it occurs in reasonably close temporal
proximity to the original date scheduled for the event. A failure to so reschedule and
hold the event is a material breach of this Agreement.
Section 19. Assignment
It is understood and agreed that GACC shall not assign, sublet, or transfer any of the
rights and duties under the terms of this Agreement without the prior written approval of
the CDC.
Section 20. Effective Date
This Agreement shall be effective upon the date first stated herein, and performance
of such Agreement shall begin as soon thereafter as practicable.
IN WITNESS WHEREOF, CDC and GACC have executed this Agreement.
In
Sara Cox Jason Focht
Greater Anna Chamber of Commerce CDC President
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2012-2013 PAGE 9 OF 9
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: Member 25, 2012
Budgeted Amount: n/a
Item No. 6
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: _X—Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding approving a current fiscal
year budget amendment.
SUMMARY: The CDC has moved money around to cover a portion of the Buxton
Agreement Expenditure and to recognize the bond proceeds issued in August. The total
amount of expenditures budgeted for the year was $217,857. The amended budget will
cover the fees associated with the sale of the bonds and the Buxton agreement which will
increase the expenditures for the 2012 fiscal to $272,807.00
Amending Line Items:
6703 Contract services from $10,000 to $75,000
6711 Travel from $250.00 to $0.00
6753 Legal from $13,500 to $6,500
6761 Dues, Publications from $250.00 to $450.00
6941 Other Capital Expenditures from $30,000 to $27,000
STAFF RECOMMENDATION: Staff recommends you approve the resolution.
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