2010R32-Site Location Partnership Agreement RESOLUTION NO. 10-R-32
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS APPROVING A SERVICE AGREEMENT BETWEEN THE CITY OF
SCHERTZ ECONOMIC DEVELOPMENT CORPORATION AND SITE
LOCATION PARTNERSHIP, AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City Council (the "City Council") of the City of Schertz (the "City") has
determined that it is in the best interest of the City to approve a Service Agreement between the City of
Schertz Economic Development Corporation (the "SEDC") and Site Location Partnership ("SLP"),
relating to strategic marketing, prospect development, website promotion and related services to market
the City as an economic development location; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT:
Section 1. The City Council hereby authorizes the City Manager to approve a Service
Agreement between the SEDC and SLP with the party in substantially the form set forth on Exhibit A.
Section 2. The recitals contained in the preamble hereof are hereby found to be true, and
such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the
judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any
provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this
Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the laws of
the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the application of such
provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby
declares that this Resolution would have been enacted without such invalid provision.
Section 6. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and subject matter of
the public business to be considered at such meeting, including this Resolution, was given, all as required
by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final passage, and it
is so resolved.
PASSED AND ADOPTED, this 22nd day of June, 2010.
CI O HE , T
~ Ma or
A ST:
Secretary
(CITY SEAL)
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EXHIBIT A
SITE LOCATION PARTNERSHIP SERVICE AGREEMENT
See attached
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SITE LOCATION PARTNERSHIP SERVICE AGREEMENT
This Agreement (the "Agreement") is made as of the 22nd day of June, 2010, by and between
the Schertz Economic Development Corporation, a Texas nonprofit corporation with offices
at 1400 Schertz Parkway, Schertz, TX 78154 (~~Client") and Site Location Partnership
("SLP"), a Texas limited liability company with offices at 12000 Ford Road, Suite 245,
Dallas, Texas 75234.
RECITALS:
Client markets its city to attract investment and job creation there. Client's purpose is
to develop and promote industry for the public good and welfare of the city.
SLP's Services include, but are not limited to, strategic marketing, prospect development,
appointment setting, website promotion, trade shows and other aspects of marketing
support. SLP's Services, whether specifically described herein or as required to service
Client and as otherwise agreed to in writing are referred to herein as "Services."
Client desires to engage SLP to perform Services in accordance with the terms of this
Agreement and SLP desires to provide such Services to Client in accordance with such
terms.
Now, therefore, in consideration of the mutual covenants herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. REPRESENTATIONS AND WARRANTIES. SLP hereby warrants and represents to Client that it
has the experience to perform the Services and SLP hereby covenants and agrees that it
shall perform for Client the Services, in accordance with generally accepted professional
standards and in accordance with this Agreement and such requirements or restrictions as
may be lawfully imposed by any governmental authority. SLP further represents and war-rants
to Client that:
(a) SLP is a limited liability company duly formed and in good standing under the
laws of the State of Texas.
(b) In providing the Services under this Agreement, SLP shall conduct its business
in compliance with all applicable federal, state, county and municipal laws, rules and
regulations in all material respects.
(c) All Services to be performed by SLP hereunder shall be rendered using sound,
professional practices and in a competent and professional manner by knowledgeable,
trained and qualified personnel.
(d) This Agreement has been duly authorized, executed and delivered by SLP and
constitutes the legal, valid binding obligation of SLP, enforceable in accordance with its
terms.
(e) SLP has the necessary experience and resources to perform all of its duties
and obligations hereunder and SLP's execution, delivery and performance of this Agreement
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property, certificate of organization, bylaws, or any existing statute, rule, order, or
judgement applicable to it.
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SLP Initials S,
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2. DESCRIPTION OF SERVICES. The Comprehensive Platinum Program Services (the "Services")
to be provided to Client by SLP shall include the following:
(a) BUSINESS ATTRACTION MARKETING- Five (5) Target Industries: Database development
of minimum six hundred (600) C-level executive contacts for each target industry, based
upon pre-defined criteria from Client. Delivery of database to Client. Graphic design of
four (4) HTML marketing emails for each target industry. Implementation of Four (4) email
blasts for each target industry. Statistical tracking of email blasts and delivery to
Client. Personal outreach to all contacts by telephone, fax, or email. Preparation of
prospect summary reports for qualified leads and delivery to Client. Preparation of
company profile summaries for qualified leads and delivery to Client. Scheduling of
prospect introductory teleconferences with Client. Preparation of quarterly activity
reports and delivery to Client.
(b) SITE CONSULTANT MEETINGS- Based upon metro area location and date/s preferred
by Client: Scheduling of eight (8) Client personal meetings with corporate site location
consultants that specialize in industries related to Client's target industry sectors. SLP
must receive a minimum sixty (60) day notice from Client of travel plans to arrange
consultant meetings.
(c) TRADE SHOWS- Including all pre-determined shows that SLP exhibits at: Two (2)
attendee badges available to Client. Client access to work from SLP exhibit booth. Client
exposure in SLP pre-show marketing. Distribution of Client marketing materials from booth.
Preparation of prospect summary reports for qualified leads from the show with interest in
Client's area and delivery of reports to Client. Preparation of company profile summaries
for qualified leads from the show with interest in Client's area and delivery of reports
to Client.
(d) NETWORKING FORUMS- Including all networking forums held in conjunction with
pre-determined SLP trade shows: Two (2) guest invites available to Client. Client
networking opportunities with attending site consultants .and corporate .real estate
executives. Client access to guest speaker panels and group discussions. Delivery of
attendee contact list to Client.
(e) INTERNET EXPOSURE/MARKETING COLLATERAL ASSESSMENT: Graphic design and posting
of "Hot Spot" preferred directory listing for Client on SLP website. Graphic design and
posting of "Learn More" HTML web page for Client on SLP website. Statistical tracking of
all web traffic generated to Client's website and delivery to Client. Preparation of
prospect summary reports for qualified web lead inquiries with interest in Client's area
and delivery of reports to Client. Preparation of company profile summaries for qualified
web inquiry leads with interest in Client's area and delivery of reports to Client.
Critique and recommendations for improvement of Client's current marketing collateral.
. 3. PRICING. For the performance of identified Services, Client shall pay to SLP the amount
of $8,997 (60% of the project costs), payable and due upon execution of Agreement.
Thereafter, the balance of the fee ($5,998) shall be payable six months after execution of
the Agreement. Until payment is received by SLP, no Services shall be provided unless
otherwise agreed upon in writing by either party. No fee increase will be permitted until
all Services are performed. SLP shall have the right to increase rate only on the
commencement date of annual renewal term so long as it shall have provided Client with at
least sixty (60) days' prior written notice of such increase.
4. LENGTH OF AGREEMENT; TERMINATION. The initial term of this Agreement shall be for a
. i-erm commencing_ ~n_ tl~e_sl_a~e__her~Qf_ and endng_ on June 22nd, 2011, and may be extended by
the written agreement of both parties. Notwithstanding anything else to the contrary
contained herein:
(a) Client shall have the right to terminate this Agreement without further
liability upon any merger or sale of all or substantially all of the assets of SLP, or any
similar transaction or series of transactions pursuant to which control of the operations
of SLP is transferred to a party or parties other than its current ownership.
Client Initia sC~W
SLP Initial~~-
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(b) Client shall have the right to terminate this Agreement without further
liability upon thirty (30) business days' prior written notice to SLP in the event that
SLP has consistently failed to perform the Services set forth hereunder; provided,
however, that, in the case of the first such notice sent to SLP under the terms of this
subsection (b), at SLP's option, the parties shall meet during such period in order to
discuss SLP's failure to perform and, thereafter, SLP shall be provided with a thirty (30)
day period within which to demonstrate that it will be able to consistently perform up to
the standards set forth hereunder.
5. PROCEDURE UPON TERMINATION. In the event of termination by Client, the proportionate
adjustment payable to Client by SLP shall include the percentage of $14,995 equal to the
percentage of Services not yet rendered as required by this Agreement. Upon termination of
this Agreement, SLP shall deliver to Client, or any other person designated by Client in
writing, all records, files, data and other information in its possession or under its
control relating to Client.
6. PERFORMANCE REVIEWS. On a quarterly basis, SLP and Client will comprehensively review
the Services being performed and shall identify and jointly seek to implement any
productivity and methods improvements that can reasonably be expected to improve the level
of the Services performed by SLP.
7. PRIOR AGREEMENTS. This Agreement sets forth the entire Agreement between the parties
hereto and supersedes any and all prior Agreements, written or oral, between SLP and
Client.
8. COUNTERPARTS. This Agreement may be separately executed in several counterparts, all of
which together shall constitute one Agreement; notwithstanding that all signatories have
not signed the same counterpart.
9. AMENDMENTS. This Agreement shall not be changed or modified in any respect except by a
written agreement signed by each of the parties hereto.
10. WAIVERS. Any waiver by either party of any breach of any kind or character whatsoever
by the other, whether such waiver is direct or implied, shall not be construed as a
continuing waiver of, or consent to, any subsequent breach of this Agreement on the part
of the other.
11. ASSIGNMENT. SLP may not delegate any duties under this Agreement to another vendor or
subcontractor without the prior written consent of Client. Notwithstanding the foregoing
and subject to Section 4 of the Agreement, with 30 days prior written notice to Client,
SLP shall have the right to assign this Agreement to any party which (by sale of assets,
merger or otherwise) acquires all or substantially all of SLP's assets. Any such
subcontract shall require that subcontractors are subject to all terms and conditions set
forth in this Agreement a,nd SLP shall be fully responsible for the works as if it had
itself performed it. Client may sell, assign, license, franchise, sublicense or otherwise
convey its rights, duties and obligations under this Agreement to another entity which (by
sale of assets, merger or otherwise) acquires all or substantially all of Client's
business with notice to SLP, and may sell, assign, license, franchise, sublicense or
otherwise convey its rights, duties and obligations under this Agreement to any other
entity as long as Client remains bound by the terms and conditions hereof.
12. FORCE MAJEURE. Neither party shall be liable to the other for an interruption or delay
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caused in whole or in part by any act of federal governmental authority, act of public
enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any
other cause beyond the reasonable control of the party delayed (a "Force Majeure Event");
provided that the party delayed will provide the other party written notice of any such
delay or interruption as soon as reasonably practicable, and will use commercially
reasonable efforts to minimize any delays or interruptions resulting from the Force
Majeure Event.
Client Initials
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13. INDEMNIFICATION. Each party shall indemnify, defend and hold harmless the other party,
its officers, agents and employees from and against any and all losses, liabilities,
claims, suits, judgments, damages, costs and expenses, including reasonable attorneys'
fees and costs associated therewith which may accrue against, be charged to, incurred by
or recoverable from, its officers, agents and employees as a result of performance, non-
performance, or improper performance under the Agreement or which arise out of or are
related to the Services of the other party under the Agreement. To assert its rights of
indemnification under this Section 13, an indemnitee shall promptly notify the
indemnifying party in writing of any claim or legal proceeding which gives rise to such
right, afford the indemnifying party the opportunity to participate in, or fully control,
any proceeding and compromise, settlement, resolution or other disposition of the claim or
proceeding so long as the settlement involves the payment of money damages only and the
indemnitee is provided with a general release from the claimant and indemnifying party.
Each party agrees to cooperate fully with the other in any proceeding for which an
indemnification claim is made.
14. NON-DISCLOSURE. During the term of the Agreement, each party may have access to
certain confidential information and trade secrets or proprietary confidential information
(collectively "Confidential Information") related to Client's discretionary incentives for
corporate location projects and the pricing of SLP's Services within this Agreement. To
the extent permitted by law, each party agrees to maintain procedures sufficient to
preserve the confidentiality of said information of the other and to use such information
during the term of this Agreement only for the purposes set forth in and as permitted by
this Agreement, and to make no use of the Confidential Information following the
termination of this Agreement.
15. GOVERNING LAW. The Agreement and any dispute arising thereunder shall be governed by
the internal laws of the State of Texas, without regard to conflicts of law principles.
16. COMPLETE AGREEMENT. The Agreement contains the complete, final and exclusive agreement
between the parties with respect to the subject matter thereof, and may not be modified,
or amended, other than by written instrument executed by both parties.
17. NOTICE. All notices shall be in writing and deemed given if delivered personally, by a
reputable guaranteed overnight delivery service, by fax or mailed by first class mail,
postage prepaid, to the parties at the address for such party set forth in this Agreement.
18. AUTHORIZED SIGNATORIES. This Agreement shall not be binding by either party unless and
until approved, signed and executed by authorized signatories of both SLP and Client.
19. SUBJECT TO APPROVAL. The obligations of the Client under this Agreement are subject to
the approval thereof by the City Council of the City of Schertz in accordance with the
requirements of Title 12, Subtitle C1, Texas Local Government Code, as amended, and the
Articles of Incorporation and Bylaws of the Client. If the Client is unable to obtain such
approval, this Agreement shall not become effective.
Client Initials ~
SLP Initial~,~
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date shown above.
CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION
By: Steve White, President
SITE LOCATION PARTNERSHIP
By: Justin Thompson, Chief Executive Officer
APPROVAL BY CITY OF SCHERTZ
The obligations of the Client as set forth above were approved by the City Council of the
City of Schertz in accordance with the requirements of law.
EXECUTED the 22nd day of June, 2010.
CITY OF SCHERTZ
By: Don Taylor, City Manager
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