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HomeMy WebLinkAboutCDCpkt2019-01-03AGENDA ANNA COMMUNITY DEVELOPMENT CORPORATION January 3, 2019 at 6:30 p.m.' ANNA CITY HALL ADMINISTRATION BUILDING, 111 N. POWELL PKWY., ANNA, TEXAS The Anna Community Development Corporation will conduct a meeting at 6:30 p.m.' on January 3, 2019, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order. Roll Call and Establishment of Quorum. 2. Invocation and Pledge. 3. Citizen Comments 4. Discussion/Presentation from the Chamber of Commerce regarding community events planned for 2019 and the Christmas Parade. 5. Update on new board member appointment. 6. Consider/Discuss/Action regarding approving a resolution authorizing payment for CPM course for Chief Administrative Officer. 7. Consider/Discuss/Action regarding approving a resolution authorizing changes to the CDC bylaws. 8. Consider/Discuss/Action on ICSC Red River Conference. 9. Consider/Discuss/Action on Collin County Days. 10. Update on Work Plan and Survey Results. 11. CLOSED SESSION (exceptions): a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) possible property acquisition; possible land sale/purchase; 1 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 of the Anna Community Development Corporation may be delayed but will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. IMPORTANT LEGAL NOTICE: The Corporation may vote and/or 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. b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); C. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §561.087) Anna Business Park Property; potential retail projects. 12. Consider/Discuss/Action approving minutes from the CDC meeting from November 2018 13. Adjourn. This is to certify that I, Ashley Stathatos, 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 5:00 p.m. on December 31, 2018. J, LW 4e & df Ashley Stathat t, Chief Administrative Officer IMPORTANT LEGAL NOTICE: The Corporation may vote and/or 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. Item No. 4 CDC Agenda Staff Report Meeting Date Staff Contact: COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: 1.3.2019 Jessica Perkins Ashley Stathatos Discussion/Presentation form the Chamber of Commerce regarding community events planned for 2019 and the Christmas Parade. SUMMARY: Kevin Hall, Executive Director of the Chamber of Commerce, will be available to discuss the Christmas parade and upcoming Chamber events for the 2019 calendar year. The CDC Sponsors Chamber events through the promotional expense line item budgeted at $52,000. Of this amount, $42,000 goes towards the events listed below, and $10,000 is used towards Economic Development promotion. Harvest Fest $16,000 Christmas Parade & Winter Wonderfest $3,000 Annual Banquet $5,000 Golf Tournament $3,000 Fireworks Event $15,000 Total Compensation $42,000 STAFF RECOMMENDATION: Discussion on CDC sponsored Chamber events. ATTACHMENTS: 1. Letter from Kevin Hall regarding Christmas event The Downtown Christmas Parade was scheduled for Saturday, December 8', 2018; however, the parade was cancelled on Thursday, Dec. 6t" at noon by the Greater Anna Chamber of Commerce Board of Directors. There were many reasons involved in this decision; including concerns from the City of Anna Chief of Police Jeff Caponera. Prior to the cancel; all posts about the parade included the CDC name or logo as the Presenting Sponsor. On the morning of Tuesday, December 4t" Chief Caponera called myself (Kevin Hall) to inform me of the weather report for the day of the parade. The weather was looking between 35 and 45 degrees with precipitation and winds at 15-20 miles per hour. As we were having a Chamber Board of Directors meeting that evening to discuss the parade route, weather, registration and Santa Land; Chief wanted me to relay his thoughts on the weather to our Board. Chief brought up public safety: with the rain schedule for the week of the parade the road ditches would be muddy. Historically, citizens have parked on the side of the road / ditches of Powell Parkway in preparation for watching the parade. Chief believed these vehicles could get stuck or not be able to park on the grassy side of the roadways. In addition, with the rain the day of the parade he was afraid of the float trailers sliding into the crowd and kids slipping when getting into/out of the trailers; which may have caused injury. With regards to rescheduling, we would have to put in an addendum to our State of Texas request for highway closure if we used Powell Parkway any other date/time that originally requested by our Police Department. At our Chamber Board meeting on Tuesday evening, these concerns were brought up. We also discussed other options including moving Santa Land from downtown Anna (where they would have been outside in the weather) to indoors. First Anna Church offered their facilities and is close to downtown. The Anna IDS Band director and I had communicated, and he stated that if there is precipitation, they would not be able to walk in the parade as their instruments cannot get wet. The horses scheduled to be in the parade would also likely cancel if the rain was too high as the horses would not have good traction on the pavement. We discussed the possibility of rescheduling the parade; however, our parade is set at noon during the day and floats made by participants typically do not include extra lights. If we rescheduled for an evening of the following week, it would be dark by 6pm and many of the floats might not be easily seen; especially because there are no lights on the side of the road of Powell Parkway. We also thought of rescheduling to the following Saturday; however, we felt that many of those who had registered for the parade, including Santa, would not be able to attend due to the many other activities happening as we get closer to the Christmas holiday. The Board decided that we would wait until Thursday, Dec. 61" at 11am to have the Board of Directors vote on either keeping the parade as originally planned or cancelling and moving activities to First Anna Church. In the meantime; Chief Caponera called again to voice his concern for public safety of having the parade during the proposed rain, cold weather and wind. On Dec. 6t" our Board voted at a rate of 6 to cancel and 3 abstain; which was a majority to cancel. Once the cancel was official, I made posts via our eNewsletter, website and social media. Our video on Facebook tracked over 3,200 views, 36 shares and 15 comments. The CDC was mentioned verbally in the video and in the post's wording as the Presenting Sponsor. Also, the day of the parade we still had our banner and LED truck out front of the church where the CDC logo and our other sponsors were placed in a loop during the 12pm to 2pm Santa Land time. A video was taken and posted on our social media pages to thank our sponsors and make sure they received attention. As our Presenting Sponsor, we understand that you have a large investment in this program. We hope that you can understand the planning that went into this decision; as well as, our compromise to move Santa Land indoors. We are open to feedback on your thoughts of how to handle this in the future. The feedback we have received from our other sponsors is they are glad we did not have the parade during the rain/cold of the scheduled date and that we planned ahead to move Santa Land and activities indoors with the sponsor banner and LED truck in the main entrance of the church venue. At the end of the event, we looked back on the weather and realized that it was too rainy to have the parade and the public reception we have received is that they were called we notified the registrants on Thursday the 6t" as many had planned to create the floats on Friday the 7t". This helped them not waste time or money on a float that would not be seen. The City of McKinney and City of Van Alstyne also cancelled their parades for Saturday the 81". The City of Van Alstyne did not reschedule. The City of McKinney's parade is set as a nighttime parade (6pm) and they rescheduled to a Thursday evening 2 weeks after the original date. If you have any questions, concerns or feedback please let us know. Thank you, Kevin COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Update on New Board Member Appointment SUMMARY: Item No. 5 CDC Agenda Staff Report Meeting Date: 1.3.2019 Staff Contact: Jessica Perkins Ashley Stathatos Rocio Gonzalez has been appointed to serve on the CDC & EDC Boards by the City Council. Ms. Gonzalez works for the City of Allen and will be a wonderful addition to the Boards. If you see Ms. Gonzalez in the community, please, welcome her to the Boards. STAFF RECOMMENDATION: No Action Required ATTACHMENTS: None Item No. 6 CDC Agenda Staff Report Meeting Date: 1.3.2019 Staff Contact: Jessica Perkins Ashley Stathatos COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Consider/Discuss/Action regarding approving a resolution authorizing payment for CPM course for Chief Administrative Officer. SUMMARY: The Texas Certified Public Manager program is offered by Texas State University. The curriculum includes seven tracks: Track 1: Public Personnel Administration, Track 2: Managing for Quality, Track 3: Organizational Communication, Track 4: Public Finance and Budgeting, Track 5: Productivity and Program Evaluation, Track 6: Information Systems for Managers and Track 7: Applied Projects Practicum. The CPM program is endorsed by the American Society for Public Administration (ASPA). Completing all tracks leads towards the Certified Public Manager designation. To date, the Chief Administrative Officer has completed six out of the seven tracks prior to working for Anna. By completing track seven, the Applied Projects Practicum, she will be able to graduate in June from the program and receive the Certified Public Manager (CPM) designation. All work on track seven would be completed at home, not during business hours. The cost for Track 7 is $695 and would come out of the education & training line item budgeted at $3,580 STAFF RECOMMENDATION: Approve the resolution authorizing payment for the CPM course for the Chief Administrative Officer. ATTACHMENTS: 1. CPM Brochure ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION APPROVING AND AUTHORIZING THE EXPENDITURE OF FUNDS FOR PROFESSIONAL DEVELOPMENT, A CPM COURSE FOR THE CHIEF ADMINISTRATIVE OFFICER WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to expend funds for Professional Development, a CPM Course for the Chief Administrative Officer. 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 Funding The CDC hereby authorizes the Chief Administrative Officer to charge the CDC's education and training line item in the amount not to exceed $700 for the Chief Administrative Officer. PASSED AND APPROVED by the Anna Community Development Corporation this day of 12019. APPROVED: Anthony Richardson CDC President ATTEST: Jim Gurski CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 1 CO) O x s H V CD of. CD CM) N LU N O O d O ~ C •7 H R w H O H 'O C1 C O i:i O X NC y .O N R 61 •� y s i X C1 O X w O y O O Q d X _ LL.y co h y 67 R N � Q U a CL C s ., .. W W v o N C v 0 m W I • a CJ� �,°� � Y`o ic R as o _ea v .aeca yM x8 x T% CDco o =-cOO a O ai 7 C) CA yar 'sd O+ R yt s 3 Z A, a �LLz O aQ C�c cc Z a O. 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H 1 LiiEU 't N c in 'c M U a y0EU N�m`Ym 4n 0 c d m O nam o -o o ° a H ma)a Hs0 a) Q .� 0 E (a) To ensure that the quantity and quality of work performed by employees meets the needs of the City, the department head shall interview each employee during the employee's tenure at least once each year and shall prepare a written performance evaluation in conjunction with said interview. (b) If at any time the City Manager or a department head determines that an employee must substantially improve in any area of job performance in order to adequately discharge any essential function of the employee's job, the employee may be placed on a performance improvement plan for a time period of three to six months ("performance improvement period"). The performance improvement plan shall include a written description of: (1) the area of job performance in need of improvement; (2) the essential functions of the job at issue; (3) a description of goals, deadlines or other performance measures that the employee must meet within the performance improvement period; (4) a description of steps that the employee should take to meet certain criteria including goals, deadlines or other performance measures; and (5) a warning that failure to adhere to or meet said criteria will result in disciplinary action potentially including discharge from employment. The employee must sign the performance improvement plan to acknowledge receipt. If at the expiration of the performance improvement period the City Manager or department head determines that the employee has not been able to favorably resolve the job performance issue(s), the employee may be subject to discharge. A performance improvement plan is a tool that may be used to assist an employee with job performance issues, but it is not a prerequisite to employee discipline or discharge and does not alter the employee's "at -will" status. (c) The department head or City Manager shall provide a copy of any written performance evaluation or any performance improvement plan to the employee and shall place a copy of same in the employee's personnel file together with a certification executed by the employee certifying that the employee has received and reviewed a copy of same. Refusal of the employee to sign said certification is insubordination. (d) Employees may respond in writing to any performance evaluation or performance improvement plan. This written response shall be placed in the employee's personnel file. 105.10 Training and Development In order to meet individual and organizational needs, it is the policy of the City to provide training and development opportunities to encourage high quality performance to prepare employees for new or increased responsibilities, skills, and to extend opportunities for individual growth, promotion, development, and self-fulfillment. Availability of training funds will be dependent on the budget available at the time and will require advance written approval of the department head and the City Manager. (a) Tuition Reimbursement. The City of Anna encourages life learning and education. In support of this value, the City of Anna offers a tuition reimbursement program. Tuition Reimbursement is a tool that employees can use to grow and develop within the field of public service. (1) Scope. The policy described herein applies only to full-time, regular employees who are enrolled and participating in approved courses at approved educational institutions. Page 158 (2) Eligible Courses. In order to be approved hereunder, a course must be applicable to the field of public service and must be offered and completed at an accredited university or college. The following types of courses specifically are not approved for reimbursement hereunder: (i) Courses which are required by any governmental agency or professional association in order to meet the minimum educational or continuing educational requirements of the employee's current employment. (ii) Courses which are non-credit continuing education courses. (iii) Course credit for previous work experience. (iv) On -going certification courses. (3) Course Work. All approved courses shall be scheduled outside of the employee's regular work hours, except upon written approval of the employee's department head. All work required by the approved course must be performed on the employee's own time. (4) Determination of Course Approval. In each case, courses shall be approved or disapproved by the City Manager, the Human Resources Director, the employee's direct supervisor, and the director of the employee's department prior to registering for coursework. Approval of a course applies only to that particular course, and shall not be approval of all courses required for a degree or certificate. Each course must therefore be applied for individually and will be evaluated separately from any other course. (5) Employee Eligibility. In order to be eligible for tuition reimbursement for approved courses hereunder, the employee must meet the following minimum requirements: The employee must be satisfactorily performing the duties and responsibilities of their current employment in the opinion of their direct supervisor or department head. The employee must have satisfactorily completed any applicable period of probation relating to their employment with the City. (6) Application for Approval. In order to apply for tuition reimbursement of approval that has been approved hereunder, the applicant must submit the following to the Human Resource Director: A fully completed tuition reimbursement application signed by the director of the employee's department not later than the first day of the course; A degree plan, if applicable (required if the course is part of the first semester or term in a degree program, or if the degree plan is changed after the first semester or term); iii. A written description of the course (which may be the description supplied by the educational institution); and Page 159 iv. A receipt showing the costs associated with the course or the tuition costs. (7) Reimbursement Procedure. Upon completion of course, final grade submitted, and appropriate approval as described herein, the City shall reimburse the costs of tuition and required course fees for no more than two courses or six academic hours per semester. A reimbursement schedule set by the Human Resource Director will establish a cap or ceiling on the amount of tuition reimbursement per course or semester. Exception to the reimbursement cap may be made only at the sole discretion of the City Manager. No reimbursement shall be provided for required texts or materials, which costs shall be the sole responsibility of the employee. No reimbursement shall be provided for any optional fees in addition to tuition (e.g. late fees, parking, athletic passes, financial aid fees, etc.), which fees shall be the sole responsibility of the employee. Upon completion of an approved course the employee shall submit a certificate of completion or transcript, along with all receipts for sums expended for tuition and required fees, to his or her department head. The director shall then submit the same to the Human Resource Director. Upon review and approval, the Director of Human Resource shall submit the documentation to the Finance Department for reimbursement to the employee. With a grade of 'B' or above (at least 3.0 on a 4.0 grading system), or a passing grade if course performance is reported as either pass or fail, reimbursement shall be 100% of the approved amounts. With a grade of `C' the reimbursement amount will be reduced to 50% of the approved amounts. With a grade of `D' or below, the City will not provide reimbursement. The materials described herein shall be submitted by the employee not later than thirty (30) days after the completion of the course, or tuition reimbursement may be denied by the City. iii. Tuition shall not be reimbursed where the same has been or shall be paid from other non -student loan sources, including but not limited to grants, scholarships, financial aid, etc. In such case, reimbursement shall be limited to approved tuition expenses which are not paid by the subsidies. In addition, tuition shall not be reimbursed for any program subsidized by the City or any other governmental entity. (8) Repayment by Employee. In the event that an employee's employment with the City is terminated, either voluntarily or involuntarily, within two years of the completion of any approved course for which the employee has received reimbursement, the employee shall be required to repay to the City 100% of all reimbursement paid by the City for such courses. Such repayment shall be deducted from the employee's final paycheck, or shall made to the City within thirty (30) days of the termination of the employment. In addition, any employee who terminates his or her employment with the City or whose employment is terminated by the City prior to completing an approved course shall not receive reimbursement for said course(s). Page 160 (9) Acceptance of Terms. Each employee participating in the tuition reimbursement plan shall be required to sign an agreement stating that they have received a copy of this policy and agree to the terms of the same. Should an employee refuse to sign such an agreement, the employee shall not be allowed to participate in the tuition reimbursement plan described herein. Such agreement shall not alter the employee's at -will status, shall not constitute an agreement for continued employment, and shall not provide any employee the right to employment with the City. Page 161 (b) Licenses and Certifications. (1) Required Licenses and Certifications. Subject to funds available in the annual budget and approval by the department head and/or the City Manager, the City will pay for continuing education required to maintain a license or certification that an employee is required to maintain as a condition of his or her continued employment with the City. (2) Optional Licenses and Certifications. Subject to funds available in the annual budget and approval by the department head, the City may pay for continuing education and testing required to obtain additional licenses and/or certifications that an employee is not required to obtain or maintain as a condition of employment, but that prepare an employee for new or increased responsibilities, skills, or that extend opportunities for individual growth, promotion, and development. If required by internal departmental policies, the City may require an employee to repay to the City the cost of the continuing education and testing for an optional license or certification subject to the following: (i) Departmental Policies. Departmental policies regarding the payment of fees for continuing education courses and testing for optional licenses and certification shall be approved by the City Manager, and shall be uniform for employees with the same job title. (ii) Repayment by Employee. In the event that an employee's employment with the City is terminated, either voluntarily or involuntarily, within one year of the completion of a continuing education course or test for an optional license or certification paid for by the City, the employee may, subject to departmental policies and a prior agreement as outlined in paragraph (iii) below, be required to repay to the City 100% of all course and testing fees paid by the City for the optional license or certification. Such repayment shall be deducted from the employee's salary or other compensation that would otherwise have been compensable to the employee upon termination. If said deduction is not enough to compensate the City for the course and testing fees, the employee shall pay the remainder of the amount to the City within 10 business days of the effective date of the employee's termination . (iii) Acceptance of Terms. If repayment may be required, each employee that requests approval to take a continuing education course or test for an optional license or certification shall be required to sign an agreement stating that they have received a copy of the departmental policy and this policy regarding repayment by the employee, and agree to the terms of same. Should an employee refuse to sign such an agreement, the City will not pay for the continuing education course or testing fees for the optional license or certification as described herein. Such agreement shall not alter the employee's at -will status, shall not constitute an agreement for continued employment, and shall not provide any employee the right to employment with the City. Page 162 COMMUNITY DEVELOPMENT CORPORATION Item No. 7 CDC Agenda Staff Report Meeting Date: 1.3.2019 Staff Contact: Jessica Perkins Ashley Stathatos AGENDA ITEM: Consider/Discuss/Action regarding approving a resolution authorizing changes to the CDC Bylaws SUMMARY: The CDC Bylaws have been amended to meet current operations and match the EDC Bylaws. Following are some key points of the CDC Bylaws: -The Board shall consist of 7 directors, appointed by the City Council -A majority of the membership is a quorum -All board members shall serve terms of 2 years -Any vacancy occurring in the Board of Directors will be filled by appointment of the City Council -Regular monthly meetings shall be held at times and places designated by the Board -Items may be placed on the agenda by notifying the Chief Administrative Officer no less than seven calendar days prior to the date of the Board meeting. -In the event of 3 absences within a 12-month period, a resolution needs to be sought -There may be purely advisory standing committees of the Board as the Board from time to time creates -The officers of the Corporation shall be a President, Vice President, Secretary, a Treasurer, A Chief Administrative Officer and such other officers as the Board may from time to time elect or appoint -The Mayor, City Manager or their respective designees, and any City Council member or other appropriate person or entity designated by the Board may attend all meetings of the Board or committees, including but not limited to executive or closed meetings -The annual budget shall be adopted at the fund level and amendments within the fund can be made and approved by the Chief Administrative Officer. Any amendments that would result in an increase of total adopted expenditures shall be approved by the Board and City Council -All checks, drafts or orders of payment shall be signed or approved by at least two of the following officers, the President, the City Manager or his designee, or the Chief Administrative Officer -Only the Chief Administrative Officer, the City Manager or person designated by the City Manager is authorized to consummate transactions or make purchased on behalf of the Corporation -The Corporation's Board of Directors, its officers, employees and agents shall abide by and be subject to all ethical rules, requirements, and restrictions applicable to members of the City Council under federal, state or local law, including but not limited to the City's Home -Rule Charter and Code of Ethics, as amended. STAFF RECOMMENDATION: Approve the resolution authorizing changes to the CDC Bylaws. ATTACHMENTS: 1. Amended Red Line and a Clean Format of the CDC Bylaws ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AMENDING THE BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION WHEREAS, the Anna Community Development Corporation ("CDC") is authorized to amend its Bylaws under Art. VII, Sec. 1 of the Bylaws Anna Community Development Corporation; and WHEREAS, the CDC desires to amend said Bylaws; 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. Amendments to the Corporation's Bylaws. The CDC Board of Directors hereby approves amending the Bylaws of the Anna Community Development Corporation as set forth in Exhibit A, attached hereto, subject to approval by the City of Anna City Council. PASSED AND APPORVED by the Anna Community Development Corporation on this the day of 2019. /e1»GZ6]T1A01 ATTEST: Anthony Richardson Jim Gurski CDC President CDC Secretary ANNA CDC RESOLUTION NO. Page 1 of 1 ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS These Bylaws govern the affairs of the Anna Community Development Corporation (hereinafter referred to as the "Corporation"), a public instrumentality and a non-profit corporation created under Section 4B of the Development Corporation Act of 1979, Article 5190.6 of the Revised Civil Statutes of Texas, as amended and recodified (hereinafter referred to as the "Act"). Article I. PURPOSES AND POWERS Section 1. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by law. The Board of Directors of the Corporation (the "Board") may, from time to time, change the registered agent and/or the address of the registered office, provided that such change is appropriately reflected in these Bylaws and in the Certificate of Formation of the Corporation (the "Certificate"). The registered office of the Corporation is located at 111 N. Powell Parkway, Anna, Texas 75409 and the Corporation's mailing address is Anna Community Development Corporation, P.O. Box 776, Anna, Texas 75409. The registered agent at such address is Jessica Perkins. Section 2. Principal Office. The principal office of the Corporation in the State of Texas shall be located in the City of Anna, Texas (the "City") and it may be, but need not be, identical with the registered office of the Corporation. Section 3. Purpose. The Corporation is incorporated as a non-profit corporation for the purpose set forth in the Certificate, the same to be accomplished on behalf of the City as its duly constituted authority and instrumentality in accordance with the Texas Development Corporation Act of 1979, Article 5190.6. Section 4B. Tex. Rev. Civ. Stat. Ann., as amended and recodified, (the "Act"), other applicable laws, and appropriate resolution adopted by the City Council of the City on the 27t" day of May, 2003, including all permissible projects prescribed by the Act, and for maintenance and operating costs of publicly owned and operated projects. Further, the Corporation shall be a non-profit corporation as defined by the Internal Revenue Code 1986, as amended, and the applicable regulations of the United States Treasury Department and the rulings of the Internal Revenue Service of the United States prescribed and promulgated thereunder. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 1 of 15 Section 4. Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by the Act, and shall have all of the powers set forth and conferred in Section 4B of the Act, and in other applicable laws, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. Article II. BOARD OF DIRECTORS Section 1. Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by the Board and, subject to the restrictions imposed by law, by the Certificate of Formation, and by these Bylaws. The Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven Directors, each of whom shall be appointed by and serve at the pleasure of the City Council of the City of Anna, Texas (the "Council"). Each Director shall be a resident of the City of Anna. Three Directors shall be persons who are not employees, officers, or members of the governing body of the City. A majority of the entire membership of the Board is a quorum. The Board shall conduct all meetings within the boundaries of the City. The Board shall appoint officers as set forth in these Bylaws or that the City Council considers necessary. The Corporation's registered agent must be an individual residing within Collin County and the Corporation's registered office must be within the boundaries of the City. (c) All board members shall serve terms of two (2) years. A position held by a board member who also serves on the City Council shall automatically be vacated if the person holding the position is no longer a member of the council. Appointments to Places 1, 3, 5, and 7 shall be made in odd numbered years; appointment to Places 2. 4, and 6 shall be made in even numbered years. Appointments are to be effective as of July 1 of the year in which the appointment is to be made, except that appointments made to fill a vacancy are effective immediately upon appointment by the City Council. (d) Any Director may be removed from office and replaced by the City Council at will and without cause. Section 2. Vacancies and Resignations. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 2 of 15 Vacancies. The Board may make recommendations for the filling of vacancies to City Council. Any vacancy occurring in the Board of Directors will be filled by appointment of the City Councll. Commented [Al]: To match EDC bylaws W Fr-attd-Normal (b) Any Director may resign at any time. Such resignation shall be made in writing, addressed to the City Manager, the Chief Administrative office and/or the City Secretary, and shall take effect at the time specified therein, or if no time is specified therein, at the time of its receipt by the City Secretary. Section 3. Meetings of Directors. The Directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation (City Hall) as specified in Article I of these Bylaws. Section 4. Notice of Meetings. (a) Regular monthly meetings of the Board shall be held `^,i+h the +„ Gf WFmtt8R notice to the Directors at such times and places as shall be designated from time to time by the Board, provided, however, that a meeting need not be held during any given month if there is no business before the Board to necessitate a meeting. Special Meetings of the Board shall be held whenever called by the President, by a majority of the Directors, by the City Manager, by the Chief Administrative Officer, or by a majority of the City Council. Nothing contained in this Section 4 shall vitiate the notice requirements contained in Section 6 of this article. (b) Any member of the Board, officers of the Corporation, or City Manager may have an item placed on the agenda by delivering the same in writing to the Chief Administrative Officer no less than seven calendar days prior to the date of the Board meeting, subject to any additional rules that the Board may adopt by resolution. (c) The Chief Administrative Officer shall give notice to each director of each meeting at least seventy-two (72) hours before the meeting. A notice of a meeting posted in compliance with the Open Meetings Act shall be deemed satisfactory notice of such meeting to the directors. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a meeting, subject to compliance with the Open Meetings Act. Attendance) of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted on nor the purpose of any Regular or Special Meeting of the Board need be specified in the notice or waiver of notice ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 3 of 15 Commented [A2]: Added to Match EDC of such meeting, unless required by the Board. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. (d) The Board shall hold its regular and special meetings, in the corporate limits of the City, at such place or places as the Board may from time to time determine, and in conformance with the Texas Open Meetings Act. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 4 of 15 Section 5. Board Attendance. Directors must be present in order to vote at any meeting. Regular attendance at the Board meetings is required of all Directors. In the event that a Director has three (3) absences within a 12-month period the President, Vice President or Chief Administrative Officer will contact the Director to seek resolution. In the event consideration for replacement is indicated, the member will be counseled by the President, or, if applicable, the Vice President as applicable, and, subsequently, the President or Vice President shall submit in writing to the City Council that these Bylaws require the City Council to consider replacement of the Director in question. Section 6. Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act Chapter 551, Texas Government Code. Notwithstanding any other provision of these Bylaws, notice of a Board meeting in compliance with the Open Meetings Act is deemed to satisfy any requirement to provide a Director with notice of a Board meeting. Section 7. Quorum. A majority of the entire membership of the Board constitutes a quorum for the conduct of the official business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law or these Bylaws. Solely for an agenda item with which one or more Board members has a conflict of interest, the number of Board members required to be present to constitute a quorum for the purpose of transacting business is reduced by the number of Board members who are present but lack authority to vote on that item because of a conflict of interest. Section 8. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. Unless otherwise adopted by the Board, the rules of procedures of the City Council shall be the rules of procedure for the Board. (b) At all meetings of the Board, the President shall preside and, in the absence of the President, the Vice President shall exercise the powers of the President. (c) The Secretary of the Corporation shall act as Secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 5 of 15 person to act as Secretary of the meeting. The Secretary shall keep minutes of the transactions of the Board and committee meeting and shall cause such official minutes to be recorded in books kept for the purpose in the principal office of the Corporation. Section 9. Committees of the Board. There may be purely advisory standing committees of the Board as the Board from time to time creates. Each such advisory committee shall be composed of no more than two Directors and such other persons as may be chosen by the Board for their applicable abilities and experience. It is provided, however, that all final official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transaction of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 10. Compensation of Directors. Officers who are members of the Board shall not receive any salary or compensation for their services. Section 11. Conflict of Interest. In the event that a Director is aware that he/she has a conflict of interest or potential conflict of interest, with regard to any particular matter or vote coming before the Board, the Director shall bring the same to the attention of the Board and shall abstain from discussion and voting thereon. Section 12. Implied Duties. The Board is authorized to do that which the Board deems desirable in compliance with the Act, subject to City Council approval, to accomplish any of the purposes or duties set out or alluded to in the Certificate, these Bylaws, and in accordance with State law and any code of ethics adopted by the City. Section 13. Board's Relationship with the City. In accordance with state law, the Board shall be responsible for the proper discharge of its duties assigned herein. The Board shall determine its policies and directives within the limitations of the duties herein imposed by applicable laws, the Certificate, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. Any request for services made to the departments of the City shall be made by the Board or its designee in writing to the City Council. The City Council may approve such request for assistance from the Board when it finds such requested services are available within the City and that the Board has agreed to reimburse the City for the cost of such services so provided, as provided by Article III, Section 7 of these Bylaws. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 6 of 15 Article III. OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer, a Chief Administrative Officer and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the President shall not hold the office of Secretary. Terms of office shall be one year with the right of an officer to be reelected. (b) All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. (c) A vacancy in the office of any officer shall be filled by a vote of a majority of the Directors. Section 2. Powers and Duties of the President. The President shall be the presiding officer of the Board with the following authority: (a) shall preside over all meetings of the Board. (b) shall have the right to vote on all matters coming before the Board. (c) shall have the authority, upon notice to the members of the Board, to call a special meeting of the Board when, in his/her judgment, such meeting is required. (d) shall have the authority to appoint standing committees to aid and assist the Board in its business efforts or on other matters incidental to the operation and functions of the Board. (e) shall have the authority to appoint ad hoc committees which may address issues of a temporary nature of concern or which have a temporary affect on the business of the Board. In addition to the above -mentioned duties, the President shall sign, along with the Secretary of the Board, any deed, mortgage, bonds, contracts or other instruments which the Board has approved, unless the execution of said document has been expressly delegated to some other officer or agent of the Corporation by appropriate Board resolution, by a specific provision of these Bylaws, or by statute. In general, the President shall perform all duties incident to the office and such other duties as shall be prescribed from time to time by the Board. Section 3. Vice President. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 7 of 15 The Vice President shall exercise the powers of the President during that officer's absence or inability to act. The Vice President shall also perform other duties as from time to time may be assigned by the President of the Board. Section 4. Secretary. The Secretary, or other person or entity designated by the Board, shall keep, or cause to be kept, at the registered office, a record of the minutes of all meetings of the Board and of any committees of the Board. The Secretary shall also file a copy of said minutes with the City, and same is to be given in accordance with the provisions of these Bylaws, the Texas Open Meetings Act, the Texas Public Information Act, or other applicable law. The Secretary shall sign, along with the President of the Board, any deed, mortgage, bonds, contracts or other instruments which the Board has approved. Section 5. Treasurer. The Treasurer, or other person or entity designated by the Board, shall have charge and custody of and be responsible for all funds and securities of the Corporation; shall receive and give receipt for money due and payable to the Corporation from any source whatsoever, and shall deposit all such monies in the name of the Corporation in such bank, trust corporation, and or other depositories as shall be specified in accordance with Article V, Section 3 of these Bylaws. The Treasurer or other person or entity designated by the Board, shall, in general, perform all duties incident to that office, and such other duties as from time to time may be assigned by the President of the Board. Section 5.A. Chief Administrative Officer The Chief Administrative Officer shall be nominated by the City Manager and appointed by the Board to fill those duties and responsibilities as the Board may set forth by Resolution. Section 6. Employees. The Corporation may employ such full or part-time employees as needed to carry out the programs of the Corporation. These employees shall perform those duties as are assigned to them by the Board. The Board shall hire, direct and control the work of all Corporation employees. Section 7. Contract for Service. (a) The Corporation may, with approval of the City Council, contract with any qualified and appropriate person, association, corporation, or governmental entity to perform and discharge designated tasks which will aid or assist the Board in the performance of its duties. However, no such contract shall ever be approved or entered into which seeks or attempts to divest the Board of its discretion and policy -making functions in discharging the duties hereinabove set forth in this Section. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 8 of 15 (b) Subject to the authority of the City Council and the City Manager under the Charter of the City, the Corporation may request to utilize the services of the staff and employees of the City, provided: (1) that the City Council approves of the utilization of such services; (2) that the Corporation shall pay, as approved by the City Council, reasonable compensation to the City; and (3) the performance of such services does not materially interfere with the other duties of such personnel of the City. (c) Utilization of the aforesaid City staff shall be solely by contract approved by the City Council. Article IV. EX-OFFICIO MEMBERS Section 1. Ex-Officio Members. Formatted: hstified The Mayor and City Manager or their respective designees, wand any City Council Formatted: Font color: Red member appeinted as a "-a's^n + the r,,,-.,eratien or other appropriate person or entity designated by the Board .may attend all meetings of the Board or committees, Including Formatted: Font color: Red but not limited to executive or closed meetings, but shall not have the power to vote in the meetings unless such Council member is also a member of the Board. Their attendance shall be for the purpose of insuring that information about the meetings is accurately recorded and communicated to the City Council as may be appropriate and necessary. Article V. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. Annual Corporation Budget. At least 60 days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Manager for inclusion with the annual budget of the City and submitted to the City Council. The budget shall not be effective until the same has been approved by the City Council. The annual budget shall be adopted at the fund level and amendments within the fund Formatted: Font color: Red can be made and approved by the Chief Administrative Officer. Any amendments that would result in an increase of total adopted expenditures shall be approved by the board and city council. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 9 of 15 Section 2. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities and affairs. (b) At the direction of the City Council, the, books, records, accounts and financial statements of the Corporation may be maintained for the Corporation by the City Manager or the City Manager's designee. (c) The Corporation shall cause its books, records, accounts and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City. Such audit shall be at the expense of the Corporation. Audit copies are to be filed with the City. (d) All books, records, accounts, and financial statements shall be kept and administered in accordance with the Texas Public Information Act, Chapter 552, Texas Government Code, as amended. Any member of the City Council, Mayor, City Manager, or Director or officer of the Corporation may inspect and receive copies of all books, and records of the Corporation. Section 3. Deposit and Investment of Corporate Funds. (a) All proceeds from the issuance of bonds, notes or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture or other documents authorizing or relating to their issuance. (b) All other monies of the Corporation shall be handled pursuant to the guidelines established by City policy or by the City Manager and shall be deposited, secured and/or invested in the manner provided for the deposit, security and for investment of the public funds of the City. The Board shall designate the accounts and depositories to be created and designated for such purposes of the Corporation upon the signature of its President and the Secretary and such other persons as the Board shall designate. The accounts, reconciliation and investment of such funds and accounts will be performed by the Corporation. Section 4. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to the Act, the proceeds from the investment of the funds of the Corporation, the proceeds from the sale of property, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds derived from the sale of bonds, and other proceeds may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 10 of 15 (1) expenditures from the proceeds of bonds shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council; (2) expenditures that may be made from a fund created from the proceeds of bonds, and expenditures of monies derived from sources other than the proceeds of bonds may be used for the purposes of financing or otherwise providing one or more projects, as defined in the Act; and (3) all other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by these Bylaws or in contracts meeting the requirements of this Article, as approved by the City Council. (b) No bonds, including refunding bonds, shall be authorized or sold and delivered by the Corporation without the approval of the City Council. (c) All purchases above $50,000 must be purchased under formal competitive sealed bidding rules or as otherwise permitted by Texas Local Government Code, Chapters 252 and 271 or other applicable law. No bid process shall begin until approved by the Board. Section 5. Contracts. As provided in Section 4 above, the President and Secretary shall execute any contracts or other instruments which the Board has approved and authorized to be executed, provided, however, that the Board may, by appropriate resolution, authorize any other officer(s) or any other agent(s) to enter into a contract or execute and deliver any instrument in the name and on behalf of the Corporation. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Board may grant a specific or general power of attorney to carry out action on behalf of the Board, provided, however, that no such power of attorney may be granted unless an appropriate resolution of the Board authorizes the same to be done. Section 6. Fiscal Year. The fiscal year of the Corporation shall begin on October 1 and end on September 30 of the following year. Section 7. Checks, Drafts and other Payments. (a) All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed or approved by at least two of the following officers: the President, the City Manager (or a person designated by the City Manager), the Asset.,., t the C'tv Manager or the Chief Administrative Officer. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 11 of 15 (b) Only the Chief Administrative Officer and the Ass'st, ,++ the City Manager (or a person designated by the City Manager) are is authorized to consummate transactions or make purchases at the point of sale on behalf of the Corporation and purchases must be approved for Corporation business. (c) This subsection shall apply with regard to purchases and contracts not in excess of $50,000, and for which formal competitive bidding procedures are not required. The Corporation will vote to authorize purchases and enter into contracts that do not exceed $50,000. All purchases between $5,000 $50,000 shall require at least three written bids/estimates if the purchase is not from a sole -source vendor. All purchases between $500 and $5,000 will be approved by the Corporation board. Purchases less than $500 can be approved by the Corporation President and the Chief Administrative Officer without approval of the Corporation board, but a reasonable effort will be made to seek approval from the board first. Only the Chief Administrative Officer is authorized to consummate transactions or make purchases at the point of sale on behalf of the Corporation, and any checks, drafts, orders for the payment of money, notes or other evidences of indebtedness must be signed in accordance with subsection (a) of this section before the Chief Administrative Officer may make such purchases. If the Chief Administrator Officer is not available to make a necessary purchase, the purchase may be made by the City Manager or the written designee of the City Manager. (d) Expenses for Director and Officer travel, meals, or similar expenses must be necessary to the Corporation's business, the details of which shall be approved in advance by the Chief Administrative Officer, reasonable and customary costs based on and are s bjeGt tG per diem rates of the U. S. General Services Administration and the following limits: reasonable travel/transportation, lodging, seminar registration, meals, parking, highway tolls, car rental, and other Corporate business expenses approved by the Chief Administrative Officer. Further, such expenses shall be reimbursed only for necessary and reasonable actual costs as verified by expense receipts that clearly show the date of purchase, vendor, location of vendor, and explanation and itemization of expenses by price. The Chief Administrative Officer is authorized to require expense reports that require additional details regarding expenses. The following expenditures are not reimbursable expenses unless specifically authorized by Board vote: alcoholic beverages, personal employee or family expenses, sports and entertainment fees, donations, contributions, memberships, and any other expenditure not reasonably related to and necessary for the efficient conduct of City business. First class accommodations on public carriers shall not be authorized unless lesser fares are not available on required trips. The Chief Administrative Officer must be so notified and approve the additional expense. (e) At the discretion of the Chief Administrative Officer, funds may be advanced for anticipated travel expenses. Actual cost must be verified after the travel ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 12 of 15 by expense receipts as required in subsection (d) of this section. Allowable expenses exceeding the advance shall be reimbursed by the Corporation and advances exceeding the documented receipts shall be refunded to the Corporation. Receipts must be obtained for advance -funded expenses and said receipts must be delivered to the Chief Administrative Officer within 10 days of obtaining said receipts. (f) When approved in advance by the Chief Administrative Officer, as appropriate, members shall be paid mileage for use of personal vehicles on Corporation business at the standard mileage rate as set by the Internal Revenue Service annually. Corporation members must provide mileage totals to and from the event. Corporation members must provide evidence of liability and property damage insurance prior to such use. Section 8. Contributions. The Board may accept on behalf of the Corporation any contributions, grant or bequest to be used for the general purposes of or for any special purpose of the Corporation. Funds that may be used for special purposes shall include all funds from government grants or contracts and contributions designated by a donor for special purposes. All other funds shall be general funds. Article VI. MISCELLANEOUS PROVISIONS Section 1. Seal. The Board may obtain a corporate seal which bears the words "Corporate Seal of the Anna Community Development Corporation" and the Board may thereafter use the corporate seal and corporate name; but these Bylaws shall not be construed to require the use of the corporate seal. Section 2. Approval or Advice and Consent of the City Council. To the extent that these Bylaws refer to any action, approval, advice, or consent by the City or refer to action, approval, advice or consent by the City Council, such action, approval, advice or consent shall be evidenced by an approved motion, resolution or ordinance passed by the City Council and reflected in the minutes of the City Council. Section 3. Indemnification of Directors, Officers and Employees. (a) As provided in the Act and in the Certificate, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 13 of 15 (b) The Corporation shall indemnify each and every member of the Board, its officers and its employees, and each member of the City Council and each employee of the City, to the fullest extent permitted by law against any and all liability or expense, including attorney fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. This indemnity shall apply even if one or more of those to be indemnified was negligent or caused or contributed to cause any loss, claim, action or suit. Specifically, it is the intent of these Bylaws and the Corporation to require the Corporation to indemnify those named for indemnification, even for the consequences of the negligence of those to be indemnified, which caused or contributed to cause any liability. Indemnification and other protections provided by this subsection do not include indemnification for acts constituting gross negligence, reckless conduct, or criminal behavior. Nothing in this section creates any duty to indemnify or otherwise protect any person or entity performing work or otherwise acting as an independent contractor. (c) The Corporation must purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Board member, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against that person in any such capacity or arising out of such status with regard to the Corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts. Section 4. Code of Ethics. The Corporation's Board of Directors, and its officers, employees, and agents shall abide by and be subject to all ethical rules, requirements, and restrictions applicable to members of the City Council under federal, state or local law, including but not limited to the City's Home -Rule Charter and Code of Ethics, as amended. All such ethical rules, requirements, and restrictions shall be applicable to independent contractors of the Corporation in all dealings with the Corporation and with regard to all work performed for or at the direction of the Corporation. However, this section is not intended to nor shall it be interpreted to change the relationship between the Corporation and an independent contractor from that of independent corporation to employee. Section 5. Legal Construction. If any Bylaw provision is held to be invalid, Illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision and the Bylaws shall be construed as if the invalid, illegal or unenforceable provision had not been included in the Bylaws. Article VII. EFFECTIVE DATE, AMENDMENTS on 1. Amendments to ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 14 of 15 Formatted: Font: Bold These Bylaws may be amended or repealed and new Bylaws may be adopted by an affirmative vote of four of the authorized Directors serving on the Board, subject to the approval of the City Council. The City Council may amend these Bylaws at any time. Such amendments made by the City Council will be duly passed and adopted by approved motion, resolution or ordinance duly reflected in the minutes of the City Council and, thereafter, duly noted to the Board. Section 2. Dissolution of the Corporation. Upon dissolution of the Corporation, titles to or other interest in any real or personal property owned by the Corporation at such time shall vest in the City. Section 3. Effective Date. These Bylaws, having been adopted by resolution of the Corporation and ^^ the day of , shall be effective upon approval by the City Council. APPROVED AND ADOPTED by the Anna Community Development Corporation by resolution on the day of 20194. ANNA CDC PRESIDENT ATTEST: ANNA CDC SECRETARY ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 15 of 15 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Item No. 8 CDC Agenda Staff Report Meeting Date: 1.3.2019 Staff Contact: Jessica Perkins Ashley Stathatos Consider/Discuss/Action on ICSC Red River Conference SUMMARY: ICSC Red River Conference is being held January 9-11, 2019 at the Fort Worth Convention Center. On Wednesday, registration opens at 12 pm. New member orientation is at 2:00 pm. Workshops begin at 3:15 pm. On Thursday, registration opens at 7:00 am. Workshops run throughout the day. Deal Making begins at 9:00 am through 5:00 pm. On Friday, registration opens at 8:00 am. A retail forecast begins at 9:15 am. Deal Making begins at 9:00 am through 12:00 pm. The City of Anna is being represented by staff, CDC Board Members and City Council. STAFF RECOMMENDATION: Discuss and consider ICSC Red River Conference. ATTACHMENTS: 1. ICSC Red River Conference Information Red River States Conference & Deal Making (Texas Conference) j ICSC: International C... Page 1 of 9 January 9-11, 2019 Fort Worth Convention Center Fort Worth, TX United States https://www. icsc. org/attend-and-learn/events/details/red-river-states-conference-and-deal-m... 1 /2/2019 Red River States Conference & Deal Making (Texas Conference) ( ICSC: International C... Page 2 of 9 Our members spoke and we listened. ICSC is excited to announce the inaugural Red River States Conference 8t Deal Making, taking place from January 9-11, 2019 at the Fort Worth Convention Center, in the heart of Sundance Square. We understand your interest in attending our meetings and the challenges sometimes posed by too many events happening within a similar timeframe. So, we're taking the Texas Conference & Deal Making to a new level, saving you time and money while maximizing networking opportunities and deal making potential. The expanded Red River States Conference &t Deal Making regional event will unite key industry professionals from Texas, Louisiana, Arkansas and Oklahoma all under one roof. Sundance Square, home to 21 shops and 34 restaurants, is the ideal setting for the first Red River States Conference &t Deal Making. It showcases some of the most innovative concepts in retail real estate, merges new and historical architecture, offsets 50% of its annual energy needs and hosts over 10 million annual visitors. Register Another Person View full schedule Download the new ICSC mobile app here to explore our upcoming event offerings where you can connect, learn and road test ideas with other professionals. Follow us on Facebook (@MyICSC), Twitter (@ICSC) and Instagram (@ICSC) for the latest event news and updates. About this event series Regional Deal Makings are a one -stop for education, networking and deal making. These two -to -three day regional events provide opportunities to gain information about the most current industry issues, and meet and make deals with colleagues doing business in the same region. https://www.icsc.org/attend-and-learn/events/details/red-river-states-conference-and-deal-m... 1 /2/2019 Schedule: Red River States Conference & Deal Making (Texas Conference) I ICSC: Inter... Page 6 of 7 12:00pm - 7:30pm Registration Halls A-B Foyer 12:00pm-1:30pm Distillery Tour (Optional Event) Acre Distillery Separate registration is required. Acre Distillery 1309 Calhoun Street, Fort Worth, TX 12:00pm - 3:00pm TopGolf Tournament (Optional Event) TopGolf Fort Worth Separate registration is required. TopGolf Fort Worth 2201 East 4th Street, Fort Worth, TX 2:00pm - 3:00pm ICSC First -Timers and New Member Orientation and Exhibit Floor Walking Tour 202 CD ICSC Team Members, ICSC Ambassadors and ICSC Volunteer Leaders will be on -hand to tell you how to make the most out of y... 3:15pm - 4:00pm A. The Key to Career Success: Unlock the Commercial Real Estate Door with CREW - Career Development Workshops 201 A NEW! Career Development Workshops for Students and Emerging Professionals We're offering four Career Development Worksh... 3:15pm - 4:00pm B. How to Launch Your Career: A Guide for Millennials and Beyond - Career Development Workshops 201 B NEW! Career Development Workshops for Students and Emerging Professionals We're offering four Career Development Worksh... 4:00pm - 5:30pm A. Preparing Effective Lease Proposals - Professional Development Workshops 202 A After the prospecting is done and a qualified tenant is ready, the real negotiations begin. This session is designed to... 4:00pm - 5:30pm B. Lease Workouts: Negotiating Rent Reductions, Concessions, and Other Workouts - Professional Development Workshops 202 B It's never the ideal situation when one of your tenants is going through a tough time, but it is an inevitable truth tha... 4:30pm - 5:30pm Next Generation/Student Reception and Networking Texas Ballroom G J Learn about the Next Generation division of ICSC at this reception and network with industry professionals. The receptio... 5:30pm - 7:30am Member -Hosted Reception Texas Ballroom A-F https://www.icsc.org/attend-and-leamlevents/details/red-river-states-conference-and-deal-m... 1 /2/2019 Schedule: Red River States Conference & Deal Making (Texas Conference) I ICSC: Inter... Page 6 of 7 7:00am - 5:00pm Registration Halls A-B Foyer 7:30am - 8:00am Breakfast Ballroom No breakfast service after 8:00 am. 8:00am - 8:15am Welcome and Program Overview Ballroom Maranda Auzenne, ICSC 2019 Red River States Conference Program, Committee Co - Chair, Senior Asset Director, Trademark Pro... 8:15am - 8:30am ICSC Update Ballroom INDUSTRY TRENDS Leslie Fox, Senior Vice President, Membership Strategy, ICSC, New York, NY GOVERNMENT RELATIONS UPDATE... 8:30am - 9:30am Using the Rhino Growth Mindset for Success! - Keynote Presentation Ballroom Dave Magrogan, Owner and CEO, Dave Magrogan Group, West Chester, PA 9:00am - 5:00pm Deal Making Halls A-F 10:00am-11:15am A. Tenant Representation 101- Professional Development Workshops 202 A Tenants rely on their tenant representation brokers to understand and effectively explain the importance of where demogr... 10:00am-11:15pm B. The Business of Food: Crafting Restaurant Deals - Professional Development Workshops 202 B Today's retail real estate industry requires property managers, leasing agents, and asset managers to understand the fun... 10;00am-10:45am Best Practices for Working with Brokers, Retailers, Restaurants and Service Retailers in Today's Shopping Center - Career Development Workshop 201 A FACILITATOR Giancarlo (GC) Carriero, CLS, ICSC Texas Next Generation Chair, Partner, Tricom, Dallas, TX 11:30am-12:00pm Lunch Ballroom No lunch service after 12:00 pm. 12:00pm-12:15pm Industry Update Ballroom https://www. icsc. org/attend-and-learn/events/details/red-river-states-conference-and-deal -m... 1 /2/2019 Schedule: Red River States Conference & Deal Making (Texas Conference) I ICSC: Inter... Page 7 of 7 Valerie Richardson, CRX, CLS, ICSC Chairman Vice President - Real Estate The Container Store, Coppell, TX 12:15pm-1:15pm Retailer Showcase Ballroom The evolution of the retail experience has changed the way both retailers and developers interact with each other, and t... 2:00pm - 3:00pm Bright Futures Don't Just Happen, We Plan for Them - Career Development Workshop 201 A FACILITATOR Patricia Bender, ICSC Ambassador, Partner, Vista Equities Group, Houston, TX 4:00pm - 5:00pm Leasing - Special Industry Groups (SIGs) 204 B Choose from four sessions and interact with colleagues and peers on industry segment - specific issues, successes, and cha... 4:00pm - 5:00pm P3 - Special Industry Groups (SIGs) 203 B Choose from four sessions and interact with colleagues and peers on industry segment - specific issues, successes, and cha... 4:00pm - 5:00pm Retailers - Special Industry Groups (SIGs) 203 A Choose from four sessions and interact with colleagues and peers on industry segment - specific issues, successes, and cha... 4:00pm - 5:00pm Service Providers - Special Industry Groups (SIGs) 204 A Choose from four sessions and interact with colleagues and peers on industry segment - specific issues, successes and chat... https - //www. icsc. org/attend-and-learn/events/detail s/red-river-states-conference-and-deal-m... 1 /2/2019 Schedule: Red River States Conference & Deal Making (Texas Conference) I ICSC: Inter... Page 1 of 1 Conference) Schedule Friday January 11, 2019 8:00am-12:00pm Registration Halls A-B Foyer 8:30am - 9:00am Breakfast Ballroom No breakfast service after 9:00 am. 9:00am - 9:15am Welcome and Program Overview Ballroom Jeff Yates, CLS, CRX, ICSC 2019 Red River States Conference, Program Committee Co - Chair, Founding/Managing Partner, ARK... 9:00am-12:00pm Deal Making Halls A-F 9:00am-12:00pm Retailer Central Halls A-F 9:15am-10:15am State of the States - Retail Forecast Ballroom State of the States Hear from economists and others in the know from each of our Red River States as they predict what's... 12:00pm-12:OOpm Meeting Adjourns htti)s://www. icsc. ore/attend-and-learn/events/details/red-river-states-conference-and-deal-m... 1 /2/2019 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Consider/Discuss/Action on Collin County Days SUMMARY: Item No. 9 CDC Agenda Staff Report Meeting Date: 1.3.2019 Staff Contact: Jessica Perkins Ashley Stathatos The next Collin County Days will be held on March 26-27, 2019 at the Intercontinental Stephen F. Austin Hotel. It is $175 to register plus travel and lodging. Collin County Days provides an opportunity to get an update on the current legislative session as well as networking with local legislators. Items of interest to the CDC & EDC include: -Legislation meant to erode the sales tax -Legislation meant to limit the type of incentives available to the city or that would limit any use of incentives to a city -Legislation meant to take away any state economic development programs -Legislation meant to take away municipal annexation authority or authority of cities to manage growth -Legislation impacting transportation funding STAFF RECOMMENDATION: Discuss and consider Collin County Days ATTACHMENTS: 1. Information on Collin County Days Collin County Days - Mar 26, 2019 to Mar 27, 2019 - Plano Chamber of Commerce I Pla. Page 1 of 4 LOG IN PLANOMICHAMBER one vision. one voice, Collin County Days Share: Name: Collin County Days Date: March 26, 2019 - March 27, 2019 Register Now Event Description: To Current Calendar Event Sponsors: Lone Star Sponsor CQB.A W IMMEY Members of the Collin County chambers of commerce, as well as elected officials, community leaders, and business professionals, participate in a two-day program in Austin every other year to kick off the new legislative session. Over 200 representatives from across the county meet with legislators and area elected officials to learn more Collin County Sponsors about the important issues facing our county. The two-day program begins with a luncheon featuring updates on the current legislative session presented by elected officials, followed by additional speakers, break-out sessions, and a reception. The following day will include a trip to the Capitol to be introduced in the House and Senate chambers and meetings with local legislators. The next Collin County Days will be held March 26-27, 2019 at the Intercontinental Stephen F. Austin Hotel. CLICK HERE to make your room reservations by Monday, March 4, 2019. CLICK HERE to register for Collin County Days. f ALLEN EDC .ETHOS energy * 0 ECONOMIC OE\+ELOPFdENT COF PCRATION http://members.planochamber.org/events/details/collin-county-days-10933 1 /2/2019 Collin County Days - Mar 26, 2019 to Mar 27, 2019 - Plano Chamber of Commerce I Pla... Page 2 of 4 LOG IN PLANO 1111CHAMBER one vision. one VOICe, Location: Intercontinental Stephen F. Austin Hotel 701 Congress Ave. Austin, TX 78701 512-457-8800 Hotel Room Reservation Deadline: Monday, March 4, 2019 Please CLICK HERE to make your reservation. View a Map Date/Time Information: Tuesday, March 26 - Wednesday, March 27 Tuesday, March 26 12:00 PM - 1:00 PM - Check -In & Lunch 1:00 PM - 4:30 PM - Program & Speakers 4:30 PM - 5:45 PM - Break 5:45 PM - 6:30 PM - Reception Wednesday, March 27 7:30 AM - 9:00 AM - Breakfast & Program Contact Information: Jamee Jolly Send an Email Fees/Admission: Attendee Fee: $175 Hotel Fee: $259 per night, plus tax Please CLICK HERE or call 512- 457-8800 to make your reservation under the Collin County Days hotel room block before Monday, March 4, 2019. Valet: $25 Set a Reminder: Enter your email address below to receive http://members.planochamber.org/events/details/collin-county-days-10933 1 /2/2019 COMMUNITY DEVELOPMENT CORPORATION AGENDA ITEM: Update on Work Plan and Survey SUMMARY: Item No. 10 CDC Agenda Staff Report Meeting Date: 1.3.2019 Staff Contact: Jessica Perkins Ashley Stathatos Staff will present updates to the Work Plan and Survey. Since several Board Members will not be in attendance due to the holidays, this item will be kept brief for the entire Board to be present and provide direction to staff. STAFF RECOMMENDATION: Update Only. ATTACHMENTS: Information will be provided at the meeting on the results of the Work Plan and Survey. Anna Community Development Corporation Meeting Minutes Thursday, September 1, 2018 at 6:30 pm Anna Community Development Corporation Meeting Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 CDC Board Members Present: Anthony Richardson, Bruce Norwood, Stan Carver, Shelby Miles, Josh Vollmer, Jim Gurski CDC Board Members Absent: none Staff Present: Jessica Perkins, Ashley Stathatos 1. Call to Order, Roll Call and Establishment of Quorum. Meeting called to order by Anthony Richardson at 6:41 pm. 2. Invocation and Pledge of Allegiance. Invocation and pledge of allegiance led by Anthony Richardson. 3. Citizen Comments. No citizens came forward to speak at citizen comments. 4. Consider/Discuss/Action accepting Doug Hermann's resignation. Josh Vollmer made a motion to accept Doug Hermann's resignation. Jim Gurski seconded the motion. All in favor. Motion passed. 5. Consider/Discuss/Action regarding passing a resolution approving a project and related incentive agreement for new economic development with Q Seminole Anna Town Center L.P., the Anna Economic Development Corporation, and the City of Anna. After a brief discussion and review of the key points of the incentive agreement, Mr. Brian Bischoff briefly addressed the members of the board sharing his enthusiasm for the project and thanking them for their willingness to partner with Q Seminole. Stan Carver made a motion to accept the resolution approving the incentive agreement. Anthony Richardson seconded the motion. All in favor. Motion passed. 6. Consider and discuss SWOT Analysis, Survey and status of Workplan. 1 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 of the Anna Community Development Corporation may be delayed but will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. IMPORTANT LEGAL NOTICE: The Corporation may vote and/or 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 Opening Meetings Act. Disable 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. 9-06-2018 Regular CDC Minutes.doc Staff reviewed highlights from the SWOT analysis that was previously conducted and introduced a survey for the board to completed to round out the analysis. Staff will compile the information for the board's review. 7. Closed Session. a. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072). b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071) c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1) (Tex. Gov't Code §551.087); Anna Business Park property. Stan Carver made a motion to go into Executive, Closed, Session at 6:43 pm to discuss or deliberate Economic Development Negotiations. seconded the motion. All were in favor. Motion passed. Doug Hermann made a motion to return to Open, Public, Session at 6:05 pm. Josh Vollmer seconded the motion. All were in favor. Motion passed. 1 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 of the Anna Community Development Corporation may be delayed but will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. IMPORTANT LEGAL NOTICE: The Corporation may vote and/or 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 Opening Meetings Act. Disable 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. 9-06-2018 Regular CDC Minutes.doc 8. Consider/Discuss/Action regarding minutes from October 4, 2018. Josh Vollmer made a motion to approve the minutes October 4, 2018. Shelby Miles seconded the motion. All were in favor. Motion passed. 9. Adjourn Stan Carver made a motion to adjourn at 7:52 pm. Anthony Richardson seconded the motion. All were in favor. Motion passed. APPROVED: Anthony Richardson President of CDC ATTESTED: Jim Gurski Secretary of CDC 1 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 of the Anna Community Development Corporation may be delayed but will begin immediately after the conclusion of the meeting of the Anna Economic Development Corporation. IMPORTANT LEGAL NOTICE: The Corporation may vote and/or 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 Opening Meetings Act. Disable 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. 9-06-2018 Regular CDC Minutes.doc