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2010R46-BuildNB Marketing Agreement RESOLUTION NO. 10-R-46 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS APPROVING A_ JOINT MA_RIzFTiNG AGREEMENT AND CERTAIN ADDITIONAL CONTRACTS AND EXPENDITURES BY THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION FOR MARKETING AND PROMOTIONAL ACTIVITIES, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz Economic Development Corporation (the "SEDC") is organized pursuant to the Development Corporation Act, Title 12, Subtitle C1, Local Government Code, as amended (the "Act"); WHEREAS, Section 505.158 of the Act permits the SEDC to fund land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements found by the Board of Directors of the SEDC to promote new or expanded business development; WHEREAS, expenditures under Section 505.158 of more than $10,000 must be approved by resolution of the City Council of the City of Schertz, Texas (the "City") after at least two separate readings; and WHEREAS, pursuant to Section 505.103 of the Act, the SEDC may not spend more than ten percent of its corporate revenues for promotional purposes; WHEREAS, the Board of Directors of the SEDC has determined that the approval of (i) a Joint Marketing Agreement among the SEDC, the Seguin Economic Development Corporation, and Bui1dNB.org in substantially the form attached hereto as Exhibit A (the "Agreement") for regional marketing and promotional activities; (ii) one or more contracts by the SEDC in furtherance of such activities; and (iii) aggregate expenditures not to exceed $50,000 by September 30, 2011 in connection with the Agreement and such contracts (together, the "Regional Project") are in furtherance of the corporate purposes of the SEDC and in the best interests of the City and its citizens; WHEREAS, the Board of Directors of the SEDC has determined that the funding of the Regional Project will promote new or expanded business development within the City; WHEREAS, the Board of Directors of the SEDC has determined that the approval of (i) an initiative to promote retail establishments in the City; (ii) one or more contracts by the SEDC in furtherance of such initiative; and (iii) aggregate expenditures not to exceed $25,000 by September 30, 2011 in connection with such contracts (together, the "City Project") are in furtherance of the corporate purposes of the SEDC and in the best interests of the City and its citizens; WHEREAS, the Board of Directors of the SEDC has determined that the funding of the City Project will promote new or expanded business development within the City; and WHEREAS, the City Council has determined that it is in the best interest of the City to approve the Regional Project and the City Project proposed by the SEDC; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The Agreement is hereby approved, and the President (or inh_is abse_n_ce the Vice President) of the SEDC is hereby authorized to execute and deliver the Agreement to the other parties thereto, and the City Manager is hereby authorized to execute any necessary documents to evidence such approval. Section 2. The funding of the Regional Project and the City Project by the SEDC is hereby approved. Section 3. The President of the SEDC and the Executive Director of the SEDC with the approval of the President are each hereby authorized by the- City Council to enter into and execute one or more contracts by the SEDC in furtherance of the Regional Project in an aggregate amount not to exceed $50,000 through September 30, 2011. The President and/or the Executive Director shall report any such contracts entered into pursuant to this Resolution to the Board of Directors of the SEDC at the Board of Directors' next meeting. Section 4. The President of the SEDC and the Executive Director of the SEDC with the approval of the President are each hereby- authorized by the City Council to enter into and execute one or more contracts in furtherance of the City Project in an aggregate amount not to exceed $25,000 through September 30, 2011. The President and/or the Executive Director shall report any such contracts entered into pursuant to this Resolution to the Board of Directors of the SEDC at the Board of Directors' next meeting. Section 5. 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 6. 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 7. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 8. 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 9. 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. Resolution 10-R-46.doc -2- Section 10. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. [The remainder of this page intentionally left blank.) Resolution 10-R-46.doc '3' PASSED AND APPROVED on first reading the 17th day of August, 2010. PASSED AND FINALLY APPROVED on second and final reading the 24th day of August, 2010. CITY OF S ' ~ ERTZ, TEXAS ayor ATTEST: t Secretary (CITY SEAL) 1 Resolution 10-R-46.doc S-1 Joint Marketing Agreement See attached Resolution 10-R-46.doc A-1 JOINT MARKETING AGREEMENT This Joint Marketing Agreement (this "Agreement") is entered into among the Seguin Econoarie Developmnn± Corporation, 13ui1_c1N>3,o_rg, and the City of Schertz Economic Development Corporation (each a "Party" and, together, the "Parties"). WHEREAS, due to their proximity to one another in the Central Texas area, the cities of Seguin, New Braunfels, and Schertz (individually, a "City" and, together, the "Cities") share many common economic development goals, including the promotion of primary job creation and capital investment; and WHEREAS, recognizing that an economic impact in any one City has an economic impact throughout the region which encompasses the Cities (the "Region"), the Parties desire to join together in a marketing effort to promote the Region to employers who create or retain primary jobs as defined by Texas Local Government Code §501.001 et seq, as amended (the "primary employer sector"); and WHEREAS, the Parties desire to memorialize their joint effort by entering into this Agreement: NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows: 1. The Seguin Economic Development Corporation, Bui1dNB.org, and the City of Schertz Economic Development Corporation, each representing its respective City, hereby agree to collaborate in marketing and promoting the Region to the primary employer sector. 2. (a) There is hereby created the Regional Advisory Council (the "Council"), which shall be charged with providing advice regarding the Parties' efforts hereunder. The Council shall consist of nine (9) members, three (3) appointed by each Party. Each Party shall notify the other Parties regarding the identity of its appointees. The Council shall meet at least quarterly, or more often as needed when called by at least four (4) members of the Council. A quorum of the Council shall consist of six (6) members, provided that at least one member representing each City is present. A majority vote of the members present and constituting a quorum shall be required for official action. The Council shall select a Chairman each year on the anniversary date of this Agreement, rotating each year with a representative from each City. (a) The Parties acknowledge that the Council is advisory only, and that any advice provided by the Council to the Parties shall go to the governing boards of the individual Parties and potentially their respective Cities for their consideration. The Council shall neither hold nor manage any funds, but rather shall rely on individual contributions from the Parties and their voluntary supporters. 3. Each Party shall contribute (or may have contributed on its behalf) in equal shares to the costs of funding Council initiatives which will promote and market the Region to the primary employer sector. The marketing effort may include the retention of a marketing firm to prepare a variety of marketing and promotional tools. Any such proposed marketing plans will Resolution 10-R-46.doc A'2 be subject to review by the Council, as well as by the governing boards of the individual Parties and potentially their respective Cities. 4. Each Party shall designate or_e of its appointees as the contact person for Council activities and to coordinate that Party's day-to-day activities regarding the goals of the Council for that Party. Such initiatives may involve a variety of activities, including but not limited to the following: (b) developing marketing plans, including the creation of logos and marketing materials, and the equitable sharing of those materials; (c) proposing a budget for the execution of marketing plans; (d) engaging in joint research activities; (e) exchanging pertinent materials and information; (f) co-hosting meetings of and presentations to industry decision makers; (g) identifying and profiling potential sites in each City; (h) engaging in publicity regarding the Parties' marketing and promotional activities; (i) equitable sharing of leads generated mutually; (j) sharing and referring of leads generated individually when appropriate; (k) participating either jointly or separately in trade show and exhibitions; and (1) participating in Texas One and/or similar mission trips. 5. This Agreement shall be effective on the date it has been executed by all Parties, and the initial term of this Agreement shall end on September 30, 2011. This Agreement may thereafter be renewed on an annual basis with the written consent of each Party. This Agreement may be terminated by any Party by giving sixty (60) days written notice to the other Parties. 6. Nothing in this Agreement prohibits any Party to this Agreement from participating in other marketing and/or promotional activities on an individual basis or as part of a larger or different group of entities. 7. This Agreement shall be enforceable under the laws of the State of Texas. 8. This Agreement may be executed in multiple counterparts, all of such counterparts together being one document. The remainder of this page intentionally left blank.) Resolution 10-R-46.doc A-3 SEGUIN ECONOMIC DEVELOPMENT CORPORATION By: 'YI~^ Name: K_~1D55Lt.yYtGU'1 Title: I~Lt_,Vd N(Q~ G7~e.~1-~- Date of Execution: August ~ , 2010 BUILDNB.ORG Y By. Michael Meek, President Date of Execution: August , 2010 CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION Steve White, President Date of Execution: August Z~/ , 2010 Resolution 10-R-46.doc A-4