HomeMy WebLinkAboutCDC-EDCpkt2019-10-03HE CITY OF
:uaia
ATHEria
CDC '7___ *EDC
MEETING AGENDA
ANNA COMMUNITY DEVELOPMENT CORPORATION
AND
ANNA ECONOMIC DEVELOPMENT CORPORATION
Thursday, October 3, 2019 at 6:00 p.m.
INC-CUBE BUILDING, CONFERENCE ROOM
312 N. POWELL PARKWAY, ANNA, TEXAS
The Anna Community Development Corporation and the Anna Economic Development
Corporation will conduct a meeting at 6:00 p.m. on Thursday, October 3, 2019, at the
Inc -Cube Building, Conference Room, 312 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. Persons may address the Board of Directors on items not
on the agenda; please observe the time limit of three (3) minutes. Members of
the Board cannot comment on or deliberate statements of the public; except
as authorized by Section 551.042 of the Texas Government Code.
4. Hear a presentation from Simply Floor It! (CDC)
5. Consider/Discuss/Act on approving the annual agreement with the Greater Anna
Chamber of Commerce for Fiscal Year 2020. (CDC)
6. Consider/Discuss/Act on approving a resolution amending the CDC Bylaws.
7. Consider/Discuss/Act on approving a resolution amending the EDC Bylaws.
8. Consider/Discuss/Act on approving minutes from the September 9, 2019 CDC
Special Meeting.
9. Consider/Discuss/Act on approving minutes from the September 9, 2019 EDC
Special Meeting.
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.
10. Consider/Discuss/Act on resolution authorizing a budget amendment for an
expenditure for the Inc -Cube Renovation Project. (EDC)
11. Consider/Discuss/Act on a resolution authorizing an expenditure for the design and
production of marketing materials and promotional items. (CDC)
12. Consider/Discuss/Act on a resolution authorizing an expenditure for a Business
Appreciation Lunch. (CDC)
13. Consider/Discuss/Act on a resolution authorizing an expenditure for a Developer
Invitation Event. (CDC)
14. Director's Report
A. Report on current corporate financial status —Discussion Only
15. Discuss Economic Development Strategic Plan.
16. 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;
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);
Discuss contract concerning Revolving Loan Fund; promotional contract.
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; potential retail and medical projects.
17. Reconvene into open session and take any action on closed session items.
18. Receive reports from staff or Board Members about items of community interest.
Items of community interest include: expressions of thanks, congratulations, or
condolence; information regarding holiday schedules; an honorary or salutary
recognition of a public official, public employee, or other citizen (but not including a
change in status of a person's public office or public employment); a reminder about
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.
an upcoming event organized or sponsored by the governing body; information
regarding a social, ceremonial, or community event organized or sponsored by an
entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the
municipality, and announcements involving an imminent threat to the public health
and safety of people in the municipality that has arisen after the posting of the
agenda.
19. Adjourn.
This is to certify that I, Joey Grisham, Economic Development Director, posted this agenda
at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin
board at or before 6:00 p.m, on September 27, 2019.
Gram Economic Development Director
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.
HE CITY OF
:iina
�* CDC
AGENDA ITEM:
Hear a presentation from Simply Floor It!
SUMMARY:
Item No. 4
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
Based on direction from the CDC Board, Ms. Andrea Henry with Simply Floor It,
LLC will provide the first quarterly update to the Board since the Board approved
the First Amended and Restated Loan Agreement on September 9, 2019.
STAFF RECOMMENDATION:
ATTACHMENTS:
HE CITY OF
:iina
�* CDC
Item No. 5
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on approving the annual agreement with the Greater Anna
Chamber of Commerce for Fiscal Year 2020.
SUMMARY:
As you know, the CDC has an Annual Agreement with the Greater Anna Chamber
of Commerce. The Chamber organizes five events: Harvest Fest, Christmas
Parade, Annual Banquet, Golf Tournament, and the July 4t" Fireworks. Some new
language was added in the current agreement that outlines additional deliverables.
The Chamber requested that the CDC pay $27,000 in October and $15,000 in
January 2020. This will allow the Chamber to better prepare for each event.
STAFF RECOMMENDATION:
Approve the Agreement.
ATTACHMENTS:
1. (Current) Agreement for Events Commitment and Services for 2018-2019
2. (Draft) Agreement for Events Commitment and Services for 2019-2020
3. Letter of Intent by Greater Anna Chamber of Commerce for Golf Tournament
4. Letter of Intent by Greater Anna Chamber of Commerce for Banquet
5. Letter of Intent by Greater Anna Chamber of Commerce for Harvest Fest
6. Letter of Intent by Greater Anna Chamber of Commerce for Christmas Parade
Exhibit A
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019
THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made
by and between the Anna Community Development Corporation ("CDC"), and the
Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this
day of , 2018.
Section 1. Summary
During the CDC's 2018-2019 fiscal year, the CDC hereby promises to make certain
payments to the GACC to sponsor certain GACC events that GACC promises will
promote the CDC and the growth and the development of the City. The amount of
each payment is specified under this Agreement for each corresponding GACC event.
Each payment is to be provided to the GACC prior to each event, but is contingent
upon GACC providing a letter of intent to organize and hold the corresponding event
and meet the corresponding benchmarks set forth herein, as well as to adequately
promote the CDC and the City.
Section 2. Definitions
For purposes of this Agreement, the following meanings shall apply:
(a) City shall mean the City of Anna, Texas.
(b) CDC shall mean the Anna Community Development Corporation, a Texas
nonprofit corporation.
(c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas
nonprofit corporation.
(d) Sponsor shall mean a person or corporation that pays or provides something of
value to the GACC in connection with a GACC event in exchange for GACC
providing promotional marketing or any other benefits associated with the GACC
event.
(e) Sponsorship Benefits shall mean at least that amount of sponsorship
designation, advertising in print and broadcast media, marketing materials and
opportunities, onsite and offsite signage and marketing, public relations benefits
and all other benefits listed in this Agreement and/or otherwise available that
would promote the CDC to an extent equal to or greater than any other Sponsor
of the GACC event in question. In other words, Sponsorship Benefits shall
provide the CDC with at least "equal billing" compared with any other Sponsor
and shall provide the highest level of promotional or other benefits made
available or provided to any other Sponsor, regardless of the amounts paid by
the CDC as compared with other Sponsor Designation includes and shall mean:
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 1 OF 9
Exhibit A
(1) the CDC shall be named as a Sponsor of the GACC event, that the CDC
may use the same designation in all GACC-approved advertising,
merchandising and promotions; and
(2) the CDC shall have first right of refusal as a Sponsor of any subsequent
events arising out of any of the GACC events in future years.
Section 3. General Requirements
3.01 Letter of Intent
The GACC agrees to provide to the CDC a letter of intent thirty (30) days prior to each
event and prior to the CDC's payment to GACC of any funds for such event. The letter
of intent will be drafted on a standard form attached as "Exhibit A", and incorporated
herein as if set forth in full. The letter of intent shall include a promise by the GACC to
organize and hold the specific event setting forth its purpose and goals including the
benchmark provisions set forth in this Agreement and shall constitute further binding
contractual responsibilities of the GACC to attain those benchmarks and adequately
promote the CDC. The letter of intent for any given event may set forth a different
amount requested to be paid by the CDC than the amount estimated for such event as
set forth in Section 4 of this Agreement.
3.02 Sponsorship Benefits
The GACC agrees to furnish all materials, equipment, tools and other items necessary
to provide Sponsorship Benefits to the CDC, and, in addition, all Sponsor
Designations, advertising in print and broadcast media, marketing materials and
opportunities, onsite and offsite signage and marketing, and all other public relations
and promotional benefits as further described in this Agreement under each specific
event.
Advertising in print and broadcast media includes the CDC's identification as Sponsor
on all print advertising secured promoting the GACC event. All such advertising shall
reference the CDC as: The City of Anna Community Development Corporation.
Marketing materials and opportunities, onsite signage and marketing, and public
relations benefits will be provided for under each specific event in this Agreement.
Section 4. GACC Events
The GACC and CDC anticipate CDC sponsorship of the following events and provides
specific terms of compensation, Sponsorship Benefits, goals and benchmarks to
gauge promotional impact:
4.01 Harvest Fest
Name/Purpose: Harvest Fest 2018, Community Fall Festival
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 2 OF 9
Exhibit A
Date, Time, Location of Event: All Day on Saturday, October 27th at Slayter
Creek Park (and surrounding private property)
Estimated Compensation amount: $16,000.00
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration form; listed as "Presenting Level"
sponsor in newspaper advertisement and article
Promotional Benchmark Requirements: GACC will provide approximate headcount of
attendees' and geographic locations where attendees reside.
4.02 2018 Christmas Parade and Winter Wonderfest
Name/Purpose: 2018 Christmas Parade and Winter Wonderfest - Community Festival
and Parade
Date, Time, Location of Event: All Day on Saturday, December 8 , 2018, parade
route
Estimated Compensation amount: $3,000.00
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration forms; listed as sponsor in newspaper
advertisement and article
Promotional Benchmark Requirements: GACC will provide a count or list of float
participation.
4.03 Annual Banquet
Name/Purpose: 2019 Annual Banquet - Awards and appreciation banquet as well as
a promotional event for current and prospective businesses in our community.
Date, Time, Location of Event: 5:00pm — 11:00pm tentatively scheduled for Saturday,
February 23 , 2019, Anna High School in Anna, TX
Estimated Compensation amount: $5,000.00
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: One table at
the banquet; full -page advertisement placed on back of program; advertisement during
event including signage and in PowerPoint presentation
Promotional Benchmark Requirements: GACC will provide list of attendees
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 3 OF 9
Exhibit A
4.04 2017 Golf Tournament
Name/Purpose: 2019 Golf Tournament, Networking event for current GACC members
as well as a promotion to prospective new members and businesses
Date, Time, Location of Event: All Day tentatively scheduled for Monday, May 6 ,
2019, Hurricane Creek Country Club
Estimated Compensation amount: $3,000.00
Sponsorship Obligations of GACC: Recognition as Presenting Sponsor in Program
and on signage the day of the event, opportunity to display promotional material,
signage placed on various holes
Promotional Benchmark Requirements: GACC will provide a list of players
4.05 Anna Fireworks Event
Name/Purpose: 2019 Anna Fireworks Event, Community Festival
Date, Time, Location of Event: 5:00pm — Conclusion of Fireworks, Wednesday, July
4, 2019 at Anna ISD Football Stadium
Estimated Compensation amount: $15,000.00
Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on
pre -event banners; CDC Logo on registration form; listed as sponsor in newspaper
advertisement and article
Promotional Benchmark Requirements: GACC will provide and estimated number of
attendees
Section 5. Compensation
In consideration of the performance of GACC's obligations under this Agreement,
including the provision of Sponsorship Benefits described herein, the CDC agrees to
pay the GACC the total amount of compensation of $42,000 during the CDC's fiscal
year 2018-2019, subject to the conditions set forth in this Agreement. Before the CDC
shall have any obligation to make any payment to GACC with respect to any given
event described in Section 4 of this Agreement, the GACC must timely provide the
CDC with a letter of intent —signed by a GACC representative authorized to
contractually bind the GACC—as described in Section 3.01 of this Agreement and the
GACC must submit said letter of intent to the CDC before the applicable deadline for
such event as set forth in Section 4 of this Agreement. The total ($42,000) amount of
compensation shall be made in five separate payments with the amount of each
payment being determined by the CDC by electing one of the two following options
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 4 OF 9
Exhibit A
per GACC event: (1) the estimated compensation amount set forth in Section 4 of this
Agreement; or (2) a different amount requested by GACC that is set forth in the letter
of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A.
If the CDC decides to honor any GACC request for a different amount than what is set
forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter
the amount of payments it makes with respect to any remaining events so that its
overall compensation paid to the Chamber under this Agreement does not exceed
$42,000 during the CDC's 2018-2019 fiscal year. The GACC shall provide the CDC
with a written receipt.
Section 6. Licenses and Permits
The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any
other costs required for any of the GACC events and to fulfill this Agreement. The
GACC shall take all reasonable steps necessary to ensure that all state, federal, and
local permitting and licensing requirements are met at all times during all GACC
events. The GACC must comply with all federal and state laws, and local ordinances
while organizing and participating in the GACC events.
Section 7. Independent Contractor Status/ Liability/ Indemnity
It is expressly understood and agreed that the CDC has no right of control,
supervision, or direction over any work performed by the GACC relating in any way to
the GACC's undertaking of any of its events (the "Work"), including but not limited to
its employees, agents, contractors, or its subcontractors, nor does the CDC have any
control, supervision or direction of the means, methods, sequences, procedures, and
techniques utilized to complete any of the Work. There shall be no joint control over
the Work. The GACC agrees to fully defend, indemnify and hold harmless the
CDC from any claim, proceeding, cause of action, judgment, penalty, or any
other cost or expense arising or growing out of, associated or in connection
with the Work. The indemnification includes, but is not limited to, attorney fees
incurred by the CDC in defending itself or in enforcing this Agreement. By
entering into this Agreement, GACC waives all rights and remedies in law or in equity
except to seek enforcement of specific performance, without any right to
reimbursement of costs or attorney fees, of the obligations under this Agreement. This
provision is not intended to and does not waive any of the CDC's governmental
immunities, including immunity from suit and liability.
Section 8. Insurance
GACC shall procure and maintain for the duration of this Agreement insurance against
claims for injuries to persons or damages to property, which may arise from or in
conjunction with the performance of the Work or in any way related to the GACC's
undertakings performed in connection with the GACC events, including but not limited
to coverage for GACC, its agents, representatives, employees, contractors, or
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 5 OF 9
Exhibit A
subcontractors. The form and limits of such insurance, together with the underwriter
thereof in each case, must be acceptable to the CDC but regardless of such
acceptance it shall be the responsibility of the GACC to maintain adequate insurance
coverage at all times. Failure of the GACC to maintain adequate coverage shall not
relieve the GACC of any contractual responsibility or obligation. Each policy shall
provide that there will be no alteration or modification which reduces coverage in any
way prior to 30 days written notice being given to the CDC. A copy of each policy, or
at the CDC's discretion, a certificate of insurance, shall be filed with the CDC
Secretary.
Section 9. Default
9.01 Events of Default
The occurrence, at any time during the term of the Agreement, of any one or more of
the following events, shall constitute an Event of Default under this Agreement:
(a) the failure of GACC to timely provide the CDC with a properly executed letter of
intent in accordance with the terms of this Agreement prior to each event;
(b) the failure of the GACC event to occur on the scheduled date, or —if the event
cannot occur on the originally scheduled date due to inclement weather —the failure of
the GACC event to be rescheduled and occur in accordance with Section 18 of this
Agreement;
(c) the failure of GACC to provide the CDC with all Sponsorship Benefits enumerated
in this Agreement for each event;
(d) the failure of GACC to meet each promotional benchmark requirement;
(e) the failure of the CDC to pay the GACC according to the compensation terms of
each event when such payment may become due; and
(f) the CDC's or GACC's breach or violation of any of the material terms, covenants,
representations or warranties contained herein or GACC's failure to perform any
material obligation contained herein.
9.02 Uncured Events of Default
Upon the occurrence of an Event of Default by CDC that can be cured by the
immediate payment of money to GACC, CDC shall have 10 calendar days from
receipt of written notice from GACC of an occurrence of such Event of Default to cure
same before GACC may exercise any of its remedies as set forth in this Agreement.
Upon the occurrence of an Event of Default by GACC that does not include the failure
to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 6 OF 9
Exhibit A
calendar days from receipt of written notice from CDC of an occurrence of such Event
of Default to cure same, or, if same cannot be effectively cured within 10 calendar
days and fully and effectively provide CDC with the Sponsorship Benefits, the default
may be cured by refunding CDC's entire sponsorship fee, unless such Event of
Default creates or contributes to an emergency situation in which injury to persons or
property reasonably appears imminent, in which case CDC is immediately entitled to
exercise or seek all rights available to it at law or in equity. If with respect to any given
event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a
deadline or a failure described in Section 9.01(b), the CDC shall be entitled to a full
refund of any amounts paid by the CDC to GACC for such event.
Section 10. Amendment; Termination
This Agreement may not be amended except pursuant to a written instrument signed
by both parties. This Agreement shall terminate once both parties shall have
completed performance of their respective obligations hereunder.
Section 11. Notice
Notice as required by this Agreement shall be in writing delivered to the parties via
postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed
below:
CDC GACC
CDC President GACC Director
Anna Community Development Corporation Greater Anna Chamber of Commerce
111 N. Powell Parkway 312 North Powell Parkway
Anna, Texas 75409 Anna, Texas 75409
Each party shall notify the other in writing within 10 days of any change in the address
information listed in this section.
Section 12. No Waiver of Immunity
Nothing in this Agreement waives any governmental immunity available to the CDC
under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and are not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
Section 13. Entire Agreement
This Agreement represents the entire and integrated Agreement between CDC and
GACC and supersedes all prior negotiations, representations and/or agreements,
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 7 OF 9
Exhibit A
either written or oral. This Agreement may be amended only by written instrument
signed by both parties.
Section 14. Governing Law and Venue
This Agreement shall be governed by the laws of the State of Texas as to
interpretation and performance. Any and all legal action necessary to enforce this
Agreement shall be brought in a court of competent jurisdiction in Collin County,
Texas or in the United States District Court for the Eastern District of Texas, Sherman
Division.
Section 15. Severability
The provisions of this Agreement are severable. In the event that any paragraph,
section, subdivision, sentence, clause, or phrase of this Agreement shall be found to
be contrary to the law, or contrary to any rule or regulation having the force and effect
of the law, such decisions shall not affect the remaining portions of this Agreement.
Section 16. Contract Interpretation
This Agreement is the result of negotiation between the parties, and shall, in the event
of any dispute over the meaning or application of any portion thereof, be interpreted
fairly and reasonably, and not to be more strictly construed against one party than
another, regardless of which party originally drafted the section in dispute. Time is of
the essence with respect to the deadlines set forth in this Agreement.
Section 17. Force Majeure
If a party is prevented or delayed from performing any of its obligations hereunder due
to a natural or manmade event or condition not caused by such party and beyond
such party's reasonable control, then such party's performance of those obligations
shall be suspended until such time as the event or condition no longer prevents or
delays performance. If any event or condition results in the creation of amounts of
refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be
bound to conclude, terms and conditions for collection of those excess amounts.
Section 18. Inclement Weather
If the GACC cannot reasonably proceed with an event due to inclement weather, then
the GACC shall reschedule the event so that it occurs in reasonably close temporal
proximity to the original date scheduled for the event. A failure to so reschedule and
hold the event is a material breach of this Agreement.
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 8 OF 9
Exhibit A
Section 19. Assignment
It is understood and agreed that GACC shall not assign, sublet, or transfer any of the
rights and duties under the terms of this Agreement without the prior written approval of
the CDC.
Section 20. Effective Date
This Agreement shall be effective upon the date first stated herein, and performance
of such Agreement shall begin as soon thereafter as practicable.
IN WITNESS WHEREOF, CDC and GACC have executed this Agreement.
Kevin Hall Anthony Richardson
Greater Anna Chamber of Commerce CDC President
AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2018-2019 PAGE 9 OF 9
Exhibit A
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
THIS AGREEMENT FOR EVENTS COMMITMENT AND SERVICES (this "Agreement")
is made by and between the Anna Community Development Corporation ("CDC"), and
the Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this
day of , 2019.
Section 1. Summary
During the CDC's 2019-2020 fiscal year, the CDC hereby promises to make certain
payments to the GACC for services related to certain GACC events that GACC
promises will provide value to the CDC and assist with the growth and the
development of the City. The amount of each payment is specified under this
Agreement for each corresponding GACC event. Each payment is to be provided to
the GACC prior to each event and is contingent upon GACC providing a letter of intent
to organize and hold the corresponding event, provide the services and meet the
corresponding benchmarks set forth herein.
Section 2. Definitions
For purposes of this Agreement, the following meanings shall apply:
(a) City shall mean the City of Anna, Texas.
(b) CDC shall mean the Anna Community Development Corporation, a Texas
nonprofit corporation.
(c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas
nonprofit corporation.
(d) GACC Event shall mean any of the events described in this Agreement that are
to be organized and held by GACC under this Agreement.
(e) Contributor shall mean a person or corporation that pays or provides something
of value to the GACC in connection with a GACC Event in exchange for GACC
providing marketing or any other benefits associated with the GACC Event.
(f) Economic Developer Director shall mean the person employed by the City in said
position or that person's designee.
(g) Services shall mean the work, services, and deliverables to be provided to or
caused to be provided to the CDC by GACC including:
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 1 OF 10
Exhibit A
(1) in coordination with the CDC at a mutually agreeable time and place and under
rules and procedures to be agreed upon in advance, host at GACC's sole cost
at least one non -partisan City Council Candidate Forum for each general or
special election —the purpose of such rules and regulations being to provide for
a fair exchange of candidate platform and information to assist voters —for any
contested election for a place on the City Council; and
(2) providing an annual written report and presentation to the Board of the CDC
detailing the GACC'S annual budget, current fiscal health and all events and
accomplishments achieved by the GACC over the preceding 12-month period;
and
(3) sharing with the Economic Development Director information and feedback
from the business community in and around the City as well as prospects for
locating new and expanding business enterprise in and around the City; and
(4) assisting CDC on special projects and events held by the CDC where possible;
and
(5) assisting CDC to obtain joint club memberships and related benefits where
possible and where such memberships would assist the CDC to make contacts
and hold meetings with prospects for locating new and expanding business
enterprise in and around the City; and
(6) at least that amount of Contributor designation, advertising in print and
broadcast media, marketing materials and opportunities, onsite and offsite
signage and marketing, public relations benefits and all other services and
benefits listed in this Agreement and/or otherwise available that will assist the
CDC to an extent equal to or greater than any other Contributor to a GACC
Event, providing the CDC with at least "equal billing" compared with any other
Contributor and providing the highest level of services, publicity and other
benefits made available or provided to any other Contributor, regardless of the
amounts paid by the CDC as compared with other Contributors including but
not limited to:
(i) the CDC shall be named as a top -billed Contributor of the GACC Event,
and that the CDC may use such designation in all CDC materials, and
advertising; and
(ii) the CDC shall have first right of refusal as a a top -billed Contributor —with
all of the rights and benefits that it would be entitled to as relates to a
GACC Event under this Agreement —of any event organized or held by
GACC that are not described in this Agreement ("Additional GACC
Events"); and;
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 2 OF 10
Exhibit A
(iii) GACC shall provide the Economic Development Director with estimated
attendance at each GACC Event and Additional GACC Event and the
general residential/business locations of attendees to the extent
reasonably available; and
(iv) GACC shall provide for a prominent site for CDC to locate a booth at each
GACC Event and Additional GACC Event; and
(v) GACC shall display the CDC name, logo, tagline, and other advertising
materials request by CDC on all marketing materials for each GACC
Event and Additional GACC Event; and
(vi) GACC shall consider and take all reasonable efforts to implement
parameters and aspects as request by CDC as relates to each GACC
Event and Additional GACC Event.
Section 3. General Requirements
3.01 Letter of Intent
The GACC agrees to provide to the CDC a letter of intent thirty (30) days prior to each
GACC Event and prior to the CDC's payment to GACC of any funds for such event.
The letter of intent will be drafted on a standard form attached as "Exhibit A" and
incorporated herein as if set forth in full. The letter of intent shall include a promise by
the GACC to organize and hold such GACC Event setting forth its purpose and goals
including the benchmark provisions set forth in this Agreement and shall constitute
further binding contractual responsibilities of the GACC to attain those benchmarks
and provide the Services to the CDC relating to said GACC Event. The letter of intent
for any given GACC Event may request a different amount to be paid by the CDC than
the amount estimated for such event as set forth in Section 4 of this Agreement;
provided, however, that it shall be solely within the CDC's discretion as relates to
whether to pay any amount other than the estimated amounts set forth under this
Agreement.
3.02 Services/Benefits
The GACC agrees to furnish all materials, equipment, tools and other items necessary
to provide the Services to the CDC in a timely, professional, and workmanlike manner.
Section 4. GACC Events
The GACC and CDC anticipate CDC contributions for the following GACC Events in
the amounts estimated as follows:
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 3 OF 10
Exhibit A
4.01 Harvest Fest
Name/Purpose: Harvest Fest 2019, Community Fall Festival
Date, Time, Location of Event: All Day on Saturday, October 26th at Slayter
Creek Park (and surrounding private property)
Estimated Compensation amount: $16,000.
In addition to its other obligations under this Agreement, GACC shall: (1) display CDC
logo as highest -level Contributor on pre -event banners, registration forms and
newspaper advertisement and articles; and (2) provide approximate headcount of
attendees.
4.02 Christmas Parade and Winter Wonderfest
Name/Purpose: 2019 Christmas Parade and Winter Wonderfest - Community Festival
and Parade
Date, Time, Location of Event: All Day on Saturday, December 14 , 2019, parade
route
Estimated Compensation amount: $3,000.
In addition to its other obligations under this Agreement, GACC shall: (1) display CDC
logo as highest -level Contributor on pre -event banners, registration forms, and
newspaper advertisement and article; and (2) provide a list of float registrants and
participants.
4.03 Annual Banquet
Name/Purpose: 2020 Annual Banquet - Awards and appreciation banquet event for
current and prospective businesses in our community.
Date, Time, Location of Event: 5:00pm — 11:00pm tentatively scheduled for Saturday,
February 29 , 2020, Anna High School in Anna, TX
Estimated Compensation amount: $5,000.
In addition to its other obligations under this Agreement, GACC shall: (1) provide two
tables at the banquet; full -page advertisement placed on back of program with CDC
logo as highest -level Contributor; advertisement for CDC as highest -level Contributor
during event including signage and in PowerPoint presentation; and (2) provide list of
attendees at event.
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 4 OF 10
Exhibit A
4.04 2020 Golf Tournament
Name/Purpose: 2020 Golf Tournament, Networking event for current GACC members
as well as prospective new members and businesses
Date, Time, Location of Event: All Day tentatively scheduled for Monday, May 4 ,
2020, Hurricane Creek Country Club
Estimated Compensation amount: $3,000.
In addition to its other obligations under this Agreement, GACC shall: (1) include CDC
logo as highest -level Contributor in all pre -event advertisements, event programs, and
on signage the day of the event, and display same on all related materials and
signage placed on various holes; and (2) provide the CDC with two teams at the
Tournament; and (3) provide a list of participants.
4.05 Anna Fireworks Event
Name/Purpose: 2020 Anna Fireworks Event, Community Festival
Date, Time, Location of Event: 5:00pm — Conclusion of Fireworks, Wednesday, July
4, 2020 at Anna ISD Football Stadium
Estimated Compensation amount: $15,000.
In addition to its other obligations under this Agreement, GACC shall: include CDC
logo as highest -level Contributor on pre -event banners, on registration forms, and in
newspaper advertisement and article; and (2) provide an estimated number of
attendees
Section 5. Compensation
In consideration of the performance of GACC's obligations under this Agreement, the
CDC agrees to pay the GACC the total amount of compensation of $42,000 during the
CDC's fiscal year 2019-2020, subject to the conditions set forth in this Agreement.
Before the CDC shall have any obligation to make any payment to GACC with respect
to any given event described in Section 4 of this Agreement, the GACC must timely
provide the CDC with a letter of intent —signed by a GACC representative authorized
to contractually bind the GACC—as described in Section 3.01 of this Agreement and
the GACC must submit said letter of intent to the CDC before the applicable deadline
for such event as set forth in Section 4 of this Agreement. The total ($42,000) amount
of compensation shall be made in five separate payments with the amount of each
payment being determined by the CDC by electing one of the two following options
per GACC Event: (1) the estimated compensation amount set forth in Section 4 of this
Agreement; or (2) a different amount requested by GACC that is set forth in the letter
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 5 OF 10
Exhibit A
of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A.
If the CDC decides to honor any GACC request for a different amount than what is set
forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter
the amount of payments it makes with respect to any remaining events so that its
overall compensation paid to the Chamber under this Agreement does not exceed
$42,000 during the CDC's 2019-2020 fiscal year. The GACC shall provide the CDC
with a written receipt for each payment made by the CDC.
Section 6. Licenses and Permits
The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any
other costs required for any of the GACC Events and to fulfill this Agreement. The
GACC shall take all reasonable steps necessary to ensure that all state, federal, and
local permitting and licensing requirements are met at all times during all GACC
Events. The GACC must comply with all federal and state laws, and local ordinances
while organizing and participating in the GACC Events.
Section 7. Independent Contractor Status/ Liability/ Indemnity
It is expressly understood and agreed that the CDC has no right of control,
supervision, or direction over any work performed by the GACC relating in any way to
the GACC's undertaking of any of its events (the "Work"), including but not limited to
its employees, agents, contractors, or its subcontractors, nor does the CDC have any
control, supervision or direction of the means, methods, sequences, procedures, and
techniques utilized to complete any of the Work. There shall be no joint control over
the Work. The GACC agrees to fully defend, indemnify and hold harmless the
CDC from any claim, proceeding, cause of action, judgment, penalty, or any
other cost or expense arising or growing out of, associated or in connection
with the Work. The indemnification includes, but is not limited to, attorney fees
and related expenses incurred by the CDC in defending itself or in enforcing
this Agreement. By entering into this Agreement, GACC waives all rights and
remedies in law or in equity except to seek enforcement of specific performance,
without any right to reimbursement of costs or attorney fees, of the obligations under
this Agreement. This provision is not intended to and does not waive any of the CDC's
governmental immunities, including immunity from suit and liability.
Section 8. Insurance
GACC shall procure and maintain for the duration of this Agreement insurance against
claims for injuries to persons or damages to property, which may arise from or in
conjunction with the performance of the Work or in any way related to the GACC's
undertakings performed in connection with the GACC Events, including but not limited
to coverage for GACC, its agents, representatives, employees, contractors, or
subcontractors. The form and limits of such insurance, together with the underwriter
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 6 OF 10
Exhibit A
thereof in each case, must be acceptable to the CDC but regardless of such
acceptance it shall be the responsibility of the GACC to maintain adequate insurance
coverage at all times, and each policy shall name the CDC as an additional insured.
Failure of the GACC to maintain adequate coverage shall not relieve the GACC of any
contractual responsibility or obligation. Each policy shall provide that there will be no
alteration or modification which reduces coverage in any way prior to 30 days written
notice being given to the CDC. A copy of each policy, or at the CDC's discretion, a
certificate of insurance, shall be filed with the CDC Secretary.
Section 9. Default
9.01 Events of Default
The occurrence, at any time during the term of the Agreement, of any one or more of
the following events, shall constitute an Event of Default under this Agreement:
(a) the failure of GACC to timely provide the CDC with a properly executed letter of
intent in accordance with the terms of this Agreement prior to each event;
(b) the failure of the GACC Event to occur on the scheduled date, or —if the event
cannot occur on the originally scheduled date due to inclement weather —the failure of
the GACC Event to be rescheduled and occur in accordance with Section 18 of this
Agreement;
(c) the failure of GACC to provide the CDC with all Services enumerated in this
Agreement;
(d) the failure of GACC to meet each requirement under this Agreement as relates to
each GACC Event;
(e) the failure of the CDC to pay the GACC according to the compensation terms of
each event when such payment may become due; and
(f) the CDC's or GACC's breach or violation of any of the material terms, covenants,
representations or warranties contained herein or GACC's failure to perform any
material obligation contained herein.
9.02 Uncured Events of Default
Upon the occurrence of an Event of Default by CDC that can be cured by the
immediate payment of money to GACC, CDC shall have 10 calendar days from
receipt of written notice from GACC of an occurrence of such Event of Default to cure
same before GACC may exercise any of its remedies as set forth in this Agreement.
Upon the occurrence of an Event of Default by GACC that does not include the failure
to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10
calendar days from receipt of written notice from CDC of an occurrence of such Event
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 7 OF 10
Exhibit A
of Default to cure same, or, if same cannot be effectively cured within 10 calendar
days and fully and effectively provide CDC with the Services, the default may be cured
by refunding CDC's payment for such event, unless such Event of Default creates or
contributes to an emergency situation in which injury to persons or property
reasonably appears imminent, in which case CDC is immediately entitled to exercise
or seek all rights available to it at law or in equity. If with respect to any given GACC
Event, there is a failure of GACC to meet a deadline or a failure described in Section
9.01(b), the CDC shall be entitled to a full refund of any amounts paid by the CDC to
GACC for such event.
Section 10. Amendment; Termination
This Agreement may not be amended except pursuant to a written instrument signed
by both parties. This Agreement shall terminate once both parties shall have
completed performance of their respective obligations hereunder.
Section 11. Notice
Notice as required by this Agreement shall be in writing delivered to the parties via
postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed
below:
CDC
CDC President
Anna Community Development Corporation
111 N. Powell Parkway
Anna, Texas 75409
GACC
GACC Director
Greater Anna Chamber of Commerce
312 North Powell Parkway
Anna, Texas 75409
Each party shall notify the other in writing within 10 days of any change in the address
information listed in this section.
Section 12. No Waiver of Immunity
Nothing in this Agreement waives any governmental immunity available to the CDC
under Texas law. The provisions of this paragraph are solely for the benefit of the
parties hereto and are not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
Section 13. Entire Agreement
This Agreement represents the entire and integrated Agreement between CDC and
GACC and supersedes all prior negotiations, representations and/or agreements,
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 8 OF 10
Exhibit A
either written or oral. This Agreement may be amended only by written instrument
signed by both parties.
Section 14. Governing Law and Venue
This Agreement shall be governed by the laws of the State of Texas as to
interpretation and performance. Any and all legal action necessary to enforce this
Agreement shall be brought in a court of competent jurisdiction in Collin County,
Texas or in the United States District Court for the Eastern District of Texas, Sherman
Division.
Section 15. Severability
The provisions of this Agreement are severable. In the event that any paragraph,
section, subdivision, sentence, clause, or phrase of this Agreement shall be found to
be contrary to the law, or contrary to any rule or regulation having the force and effect
of the law, such decisions shall not affect the remaining portions of this Agreement.
Section 16. Contract Interpretation
This Agreement is the result of negotiation between the parties, and shall, in the event
of any dispute over the meaning or application of any portion thereof, be interpreted
fairly and reasonably, and not to be more strictly construed against one party than
another, regardless of which party originally drafted the section in dispute. Time is of
the essence with respect to the deadlines set forth in this Agreement.
Section 17. Force Majeure
If a party is prevented or delayed from performing any of its obligations hereunder due
to a natural or manmade event or condition not caused by such party and beyond
such party's reasonable control, then such party's performance of those obligations
shall be suspended until such time as the event or condition no longer prevents or
delays performance. If any event or condition results in the creation of amounts of
refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be
bound to conclude, terms and conditions for collection of those excess amounts.
Section 18. Inclement Weather
If the GACC cannot reasonably proceed with an event due to inclement weather, then
the GACC shall reschedule the event so that it occurs in reasonably close temporal
proximity to the original date scheduled for the event. A failure to so reschedule and
hold the event is a material breach of this Agreement.
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 9 OF 10
Exhibit A
Section 19. Assignment
It is understood and agreed that GACC shall not assign, sublet, or transfer any of the
rights and duties under the terms of this Agreement without the prior written approval of
the CDC.
Section 20. Effective Date
This Agreement shall be effective upon the date first stated herein, and performance
of such Agreement shall begin as soon thereafter as practicable.
IN WITNESS WHEREOF, CDC and GACC have executed this Agreement.
GACC:
Kevin Hall
Greater Anna Chamber of Commerce
CDC:
Anthony Richardson
CDC President
AGREEMENT FOR EVENTS COMMITMENT AND SERVICES FOR 2019-2020
PAGE 10 OF 10
*:/:I l:illl
LETTER OF INTENT BY THE GREATER ANNA CHAMBER OF COMMERCE
This Letter of Intent ("Letter") by the Greater Anna Chamber of Commerce, Inc. ("GACC") is
subject to verification by the Anna Community or Economic Development Corporation ("CDC
or EDC").The execution of this Letter does not necessarily obligate the EDC or CDC to
perform on its sponsorship obligations contained in the 2019-2020 Agreement for
Sponsorship Commitment ("Agreement") as such performance will be subject to the
limitations as stated in the Agreements.
The GACC now promises to plan, organize, sponsor and hold a community event and hereby
sets forth the purpose of the event and provides specific goals/benchmarks to promote the
CDC or EDC and the City of Anna, Texas. Further, the GACC promises to meet the defined
benchmarks pertaining to the event's goals. Failure to do so subjects the GACC to the default
provisions of the Agreement.
Event: Anna Harvest Fest
Location of Event: Slayter Creek Park; 425 W Rosamond Pkwy, Anna, TX 75409
Date/Time of Event: Saturday, October 26th, 2019 / 12pm to 6pm
Purpose of the Event: Community Festival
Sponsorship Obligation off GACC in addition to Sponsor Benefits: marketing: (1) display CDC
logo as highest -level Contributor on pre -event banners, registration forms and newspaper
advertisement and articles; and (2) provide approximate headcount of attendees.
Estimated Number of Attendees: 5,000
Sponsorship Commitment: $16,000
Signed this the J day of 201
By:
;00-
Greater Anna Chamber of Commerce, Inc.
EXHIBIT A
LETTER OF INTENT BY THE GREATER ANNA CHAMBER OF COMMERCE
This Letter of Intent ("Letter") by the Greater Anna Chamber of Commerce, Inc. ("GACC") is
subject to verification by the Anna Community Development Corporation ("CDC").The
execution of this Letter does not necessarily obligate the CDC to perform on its sponsorship
obligations contained in the 2019-2020 Agreement for Sponsorship Commitment
("Agreement") as such performance will be subject to the limitations as stated in the
Agreements.
The GACC now promises to plan, organize, sponsor and hold a community event and hereby
sets forth the purpose of the event and provides specific goals/benchmarks to promote the
CDC and the City of Anna, Texas. Further, the GACC promises to meet the defined
benchmarks pertaining to the event's goals. Failure to do so subjects the GACC to the default
provisions of the Agreement.
Event: Christmas Parade and Winter Wonderfest
Location of Event: Downtown, Anna, TX
Date/Time of Event: Saturday, December 14th, 2019; 1lam to 2pm
Purpose of the Event: Community Event/Celebration
Sponsorship Obligation off GACC in addition to Sponsor Benefits: marketing: (1) display CDC
logo as highest -level Contributor on pre -event banners, registration forms, and newspaper
advertisement and article; and (2) provide a list of float registrants and participants.
Estimated Number of Attendees: 1,500
Sponsorship Commitment: $3,000
Signed this theme day of
By:
Kevin Hall — Execu ve Director
Greater Anna Chamber of Commerce, Inc.
EXHIBIT A
LETTER OF INTENT BY THE GREATER ANNA CHAMBER OF COMMERCE
This Letter of Intent ("Letter") by the Greater Anna Chamber of Commerce, Inc. ("GACC") is
subject to verification by the Anna Community or Economic Development Corporation ("CDC
or EDC").The execution of this Letter does not necessarily obligate the EDC or CDC to
perform on its sponsorship obligations contained in the 2019-2020 Agreement for
Sponsorship Commitment ("Agreement") as such performance will be subject to the
limitations as stated in the Agreements.
The GACC now promises to plan, organize, sponsor and hold a community event and hereby
sets forth the purpose of the event and provides specific goals/benchmarks to promote the
CDC or EDC and the City of Anna, Texas. Further, the GACC promises to meet the defined
benchmarks pertaining to the event's goals. Failure to do so subjects the GACC to the default
provisions of the Agreement.
Event: Annual Awards Banquet
Location of Event: Anna High School
Date/Time of Event: Saturday, February 29th 2020: 6pm to 9pm
Purpose of the Event: Awards and appreciation banquet as well as a promotional event
for current and prospective businesses in our community
Sponsorship Obligation off GACC in addition to Sponsor Benefits: marketing: (1) provide two
tables at the banquet; full -page advertisement placed on back of program with CDC logo as highest -
level Contributor; advertisement for CDC as highest -level Contributor during event including
signage and in PowerPoint presentation; and (2) provide list of attendees at event.
Estimated Number of Attendees: 300
Sponsorship Commitment: $5,000
Signed this the --- y of
V t/�` day J 2011
,
By:
Greater Anna Chamber of Commerce, Inc.
LETTER OF INTENT BY THE GREATER ANNA CHAMBER OF COMMERCE
This Letter of Intent ("Letter") by the Greater Anna Chamber of Commerce, Inc. ("GACC") is
subject to verification by the Anna Community or Economic Development Corporation ("CDC
or EDC").The execution of this Letter does not necessarily obligate the EDC or CDC to
perform on its sponsorship obligations contained in the 2019-2020 Agreement for
Sponsorship Commitment ("Agreement") as such performance will be subject to the
limitations as stated in the Agreements.
The GACC now promises to plan, organize, sponsor and hold a community event and hereby
sets forth the purpose of the event and provides specific goals/benchmarks to promote the
CDC or EDC and the City of Anna, Texas. Further, the GACC promises to meet the defined
benchmarks pertaining to the event's goals. Failure to do so subjects the GACC to the default
provisions of the Agreement.
Event: Golf Tournament
Location of Event: Hurricane Creek Country Club
Date/Time of Event: Monday, May 4th, 20201 10am to 5pm
Purpose of the Event: Network event for current GACC members, as well as, a
promotion to attract prospective new members and businesses.
Sponsorship Obligation off GACC in addition to Sponsor Benefits: marketing: (1) include CDC
logo as highest -level Contributor in all pre -event advertisements, event programs, and on signage the
day of the event, and display same on all related materials and signage placed on various holes; and
(2) provide the CDC with two teams at the Tournament; and (3) provide a list of participants
Estimated Number of Attendees: 72
Sponsorship Commitment: $3,000
L
Signed this the 6 ' day of J �G 7201
B
Y�
Greater Anna Chamber of Commerce, Inc.
HE CITY OF
:iina
�* CDC
Item No. 6
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on approving a resolution amending the CDC Bylaws.
SUMMARY:
The CDC Bylaws Committee met several times and is recommending the
amended bylaws. The Committee focused on reducing duplicative language. If
approved, the bylaws amendments will go to the City Council for consideration.
STAFF RECOMMENDATION:
Approve a resolution amending the CDC Bylaws.
ATTACHMENTS:
1. Resolution
2. Current CDC Bylaws
3. Draft CDC Bylaws with edits received since the September 9t" Special Meeting
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 3rd day of October 2019.
APPROVED:
ATTEST:
Anthony Richardson Rocio Gonzalez
CDC President CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
AMENDED BYLAWS
OF THE
ANNA COMMUNITY DEVELOPMENT CORPORATION
ARTICLE 1
PURPOSE AND POWERS
Section 1.01. Purpose. The Anna Community Development Corporation (the
"Corporation") is a public instrumentality and a non-profit corporation created under the
Development Corporation Act, codified in Title 12, Subtitle C 1 of the Texas Local Government
Code (the "Act"), and operating under Chapters 501, 502 and 505 of the Act and other applicable
law.
Section 1.02. Powers. In the fulfillment of its corporate purpose, the Corporation shall be
governed as a Type B corporation under the Act and shall have all the powers set forth and
conferred in its Amended Certificate of Formation, in the Act, and in other applicable law, subject
to the limitations prescribed under applicable law and these bylaws.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. Powers. Number. and Term of Office.
(a) The property and affairs of the Corporation shall be managed and controlled by a
Board of Directors (the 'Board") and, subject to the restrictions imposed by law; by the
Amended 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 (7) directors, each of whom shall be appointed by
the City Council (the "City Council"). At least three (3) members of the Board shall be
persons who are not members of the City Council and who are not employees or officers
of the City.
(c) Directors shall serve staggered two (2) year terms with four (4) positions
commencing service during odd years and three (3) positions commencing service during
even years, effective July 1, or until a successor(s) is(are) appointed by the City Council.
(d) Any director may be removed from office by the City Council at any time without
cause.
(e) Any director or officer may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or, if no time be specified, at the
time of its receipt by the City Manager, Economic Development Director, and/or City
Secretary. The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.
(f) Any vacancy occurring on the Board through death, resignation or otherwise shall
be filled by appointment by the City Council and the director appointed to fill any such
vacancy shall serve the remainder of the unexpired term.
Section 2.02. Meetings of Directors. The directors may hold their meetings at such place
or places as the Board and/or the Economic Development Director determines; provided, however,
in the absence of any such determination by the Board and/or the Economic Development Director,
the meetings shall be held at the principal office of the Corporation as specified in Article V of
these bylaws.
Section 2.03. Notice of Meetings to Directors. Regular meetings of the Board shall be held
without the necessity of notice to directors at such time and places as shall be designated from time
to time by the Board. Special meetings of the Board shall be held whenever called by the president,
by a majority of the directors, by the City Manager, or by a majority of the City Council.
Section 2.04 Board Attendance. A director who is absent from three consecutive regular
meetings, or 25% of regularly scheduled meetings during the 12-month period immediately
preceding and including the absence in question, without explanation acceptable to a majority of
the other members, must forfeit his or her position on the board.
Section 2.05. 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 of the Texas Government Code, as amended.
Section 2.06. Quorum. A majority of the entire membership of the Board of Directors shall
constitute 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.
Section 2.07. 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.
(b) At all meetings of the Board, the president shall preside; provided that in the
absence of the President, the Vice President shall preside; and further provided that in the
absence of the President and Vice President, the directors present at the meeting may
appoint a director to preside at such meeting.
(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 person to act as
secretary of the meeting.
Section 2.08. Committees of the Board. The Board may designate two (2) or more directors
to constitute an official committee of the Board to exercise such authority of the Board as may be
specified by Board resolution. 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 transactions 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 2.09. Compensation of the Directors. Directors shall not receive any salary or
compensation for their services as directors. However, they shall be reimbursed for their actual
expenses incurred in the performance of their official duties as directors.
Section 2.10. Ethics, Conflict of Interest. Directors shall strictly adhere to the Anna Code
of Ethics, as adopted and as may be amended by the City Council (the "Ethics Code"). In the
event that a director is aware that he/she has a conflict of interest under applicable law or Ethics
Code, 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.
Any director shall bring to the attention of the Board any apparent conflict of interest or potential
conflict of interest of any other director, in which case the Board shall determine whether a true
conflict of interest exists before any further discussion or vote shall be conducted regarding that
particular matter. The director about whom a conflict of interest question has been raised shall
refrain from voting with regard to the determination as to whether a true conflict exists.
Section 2.11. Ex-Officio Members. The Mayor and 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, 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 III
OFFICERS
Section 3.01. Titles and Terms of Office.
(a) The officers of the Corporation shall be a president, a vice president, a secretary,
and a treasurer, 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 or assistant secretary. Terms of offices shall be one (1) year with the
right of an officer to be re-elected. Such officers shall be elected annually after annual
appointments or reappointments to the Board have been completed by the Council.
(b) All officers are 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 3.02. Powers and Duties of the President. The president shall be the presiding
officer of the Board, shall preside at all meetings of the Board, and may sign with the secretary in
the name of the Corporation, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes
and other instruments, which the Board has approved, unless the execution of said document has
been expressly delegated to another officer or agent of the Corporation by resolution, a provision
of these bylaws, or statute.
Section 3.03. Vice President. The vice president shall have such powers and duties as may
be prescribed by the Board and shall exercise the powers of the president during that officer's
absence or inability to act. Any action taken by the vice president in the performance of the duties
of the president shall be conclusive evidence of the absence or inability to act of the president at
the time such action was taken.
Section 3.04. Secretary. The secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, shall give and serve all notices, may sign with the president in
the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances,
franchises, bonds, deeds, mortgages, notes and other instruments of the Corporation, shall have
charge of the corporate books, records, documents and instruments, except the books of account
and financial records and securities, and such other books and papers as the Board may direct, all
of which shall at all reasonable times be open to public inspection upon application at the office
of the Corporation during business hours, and shall in general perform all duties incident to the
office of secretary subject to the control of the Board.
Section 3.05. Treasurer. The treasurer shall have the responsibility to see to the handling,
custody, and security of all funds and securities of the Corporation in accordance with these
bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the
Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such
bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The
treasurer shall see to the entry in the books of the Corporation full and accurate amounts of all
monies received and paid out on account of the Corporation. The treasurer shall, at the expense of
the Corporation, give such bond for the faithful discharge of his/ her duties in such form and
amount as the Board or the City Council may require.
Section 3.06. Board Positions. The president, the vice president, and the secretary shall be
named from among the members of the Board. The Treasurer may, at the option of the Board, be
persons other than members of the Board, and may be employees of the City.
Section 3.07. Compensation. Officers who are members of the Board shall not receive any
salary or compensation for their services, except that they shall be reimbursed for their actual
expenses incurred in the performance of their official duties as officers.
Section 3.08. Economic Development Director. The Economic Development Director shall
be a full-time employee of the City and shall be the chief administrative officer of the Corporation,
responsible for all daily operations and implementation of Board policies and resolutions. The
Economic Development Director shall be appointed and managed by the City Manager. The
Economic Development Director shall attend all called Board meetings and perform those duties
and functions, as the Board shall prescribe.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.01. General Corporate Duties and Authority.
(a) In carrying out its purposes, the Corporation shall be authorized to exercise all
rights and powers granted under its Amended Certificate of Formation, in the Act, and in
other applicable law, subject to the limitations prescribed therein and herein and to the
provisions thereof and hereof, as well as the purposes set out in the voted proposition.
(b) Any and all agreements between the Corporation and other parties shall be
authorized, executed, approved, and delivered in accordance with applicable law; provided,
that, prior to the authorization or execution of any such agreement a copy thereof shall be
provided to the City.
(c) Unless otherwise approved by the City Council in accordance with Section 4.05(c)
of this Article, Aall construction and other contracts let or entered into by the Corporation
shall be let or entered into in accordance with the laws applicable to the letting or entering
into of contracts by the City, unless plieable law and the City Peet: it the (wise
Section 4.02. Annual Corporate Budget.
(a) At least sixty (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. The
budget shall not be effective until the same has been approved by the City Council.
(b) The annual budget shall be adopted at the fund level and amendments within the
fund can be made and approved by the Economic Development Director. Any amendments
that would result in an increase of total adopted expenditures shall be approved by the
Board and City Council.
Section 4.03. 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 accountants,
staff, and personnel of the City.
(c) The Corporation, or the City if the option described in subsection (b) is selected,
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.
Section 4.04 Deposit and Investment of Corporate Funds.
(a) All proceeds from loans or from the issuance of bonds, notes, or other debt
instruments ("Obligation") issued by the Corporation shall be deposited and invested as
provided in the resolution, order, indenture, or other documents authorizing or relating to
their execution or issuance.
(b) Subject to the requirements of contracts, loan agreements, indentures, or other
agreements securing Obligations, all other monies of the Corporation, if any, shall be
deposited, secured, and/or invested in the manner provided for the deposit, security, and/or
investment of the public funds of the City. The Board shall designate the accounts and
depositories to be created and designated for such purposes, and the methods of withdrawal
of funds therefrom for use by and for the purposes of the Corporation upon the signature
of its treasurer and such other persons as the Board shall designate. The accounts,
reconciliation, and investment of such funds and accounts shall be performed by the
Department of Finance of the City.
Section 4.05. Expenditures of Corporate Money. The monies of the Corporation, including
sales and use taxes collected by the Corporation, monies derived from rents received from the lease
or use of property, the proceeds from the investment of funds of the Corporation, the proceeds
from the sale of property, and the proceeds derived from the sale of Obligations, may be expended
by the Corporation for any of the purposes authorized by the Act, subject to the following
limitations:
(a) Expenditures from the proceeds of obligations issued or incurred by the Corporation
shall be identified and described in the orders, resolutions, indentures, or other agreements
submitted to and approved by the City Council prior to the execution of loan or financing
agreements or the sale and delivery of the Obligations to the purchasers thereof required
by Section 6 of this Article;
(b) Expenditures that may be made from a fund created with the proceeds of obligations,
and expenditures of monies derived from sources other than the proceeds of obligations
may be used for the purposes of financing or otherwise providing one or more "Projects,"
as defined in applicable provisions of the Act, or other authorized purposes of the
Corporation. The specific expenditures shall be described in a resolution or order of the
Board and shall be made only after approval thereof by the City Council unless such
expenditures are set forth in the annual budget required by Section 2 of this Article or in
contracts meeting the requirements of Section 1 (d) of this Article;
(c) All other proposed expenditures shall be made in accordance with and shall be set forth
in the annual budget required by Section 4.02 or in contracts meeting the requirements of
Section 4.01 (dc) of this Article or the City's Financial Policies; provided, however, that
any expenditure for Goods or Services costing $50,000 or more shall not be required to be
completely bid or otherwise let or governed under Chapter 252 and/or Chapter 271 of the
Texas Local Government if such expenditure has received approval of the City Council by
duly adopted resolution.
(d) The Corporation may spend no more than ten percent (10%) of the corporate revenues
for promotional purposes and may contract with others to carry out programs consistent
with the purposes and duties set out in these bylaws and as set out by the Act. Unexpended
revenue specifically set aside for promotional purposes in past years may be expended
without violating the ten percent (10%) cap. The City Council may oversee expenditures
in any manner authorized by the Act.
Section 4.06. Fiscal Policy. The Corporation will adhere to the City's Financial Policy to
guide the overall financial condition and operations of the Corporation.
Section 4.07. Issuance of Obligations. No obligations, including refunding obligations,
shall be authorized or sold and delivered by the Corporation unless the City Council shall approve
such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such
obligation or refunding obligations.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Principal Office.
(a) The principal office and the registered office of the Corporation shall be I I I N.
Powell Parkway, Anna, TX 75409.
(b) The Corporation shall have and shall continually designate a registered agent at its
registered office, as required by the Act.
Section 5.02. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year
of the City.
Section 5.03. Seal. The seal of the Corporation shall be as determined by the Board.
Section 5.04. Approval or Advice and Consent of the City Council. To the extent that these
bylaws refer to any approval by the City or refer to advice and consent by the City Council, such
advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly
adopted by the City Council.
Section 5.05. Services of City Staff and Officers. The Corporation shall have the right to
utilize the services of the City Attorney, the City Secretary, and City Manager, provided (i) that
the Corporation shall pay reasonable compensation to the City for such services, and (ii) the
performance of such service does not materially interfere with the other duties of such personnel
of the City.
Section 5.06. Indemnification of Directors, Officers and Employees.
(a) As provided in the Act and in the Amended Certificate of Formation, 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.
(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 all liability or expense, including
attorneys' 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.
(c) The Corporation may purchase and maintain insurance for the Corporation and on
behalf of any person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director, officer, employee,
agent or similar position, against any liability asserted against him or her or incurred by
him or her in such capacity or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against that liability under the
Business Corporation Act Article 2.02-1. If such insurance is obtained, the insurance may
be procured, maintained or established with an insurer deemed appropriate by the Board of
Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms
and conditions of the insurance shall be conclusive.
Section 5.07. Interpretation of Bylaws. These bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 6.01. Effective Date. These bylaws shall become effective upon the occurrence of
the following events:
(a) the approval of these bylaws by the City Council; and
(b) the adoption of these bylaws by the Board.
Section 6.02 Amendments to Bylaws. These bylaws may be amended at any time and from
time to time by majority vote of the Board of Directors with approval of the City Council.
These amended bylaws were duly adopted by the Board at a duly noticed public meeting on the
day of 12019.
APPROVED:
Anthony Richardson
President of CDC
ATTESTED:
Rocio Gonzalez
Secretary of CDC
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 14
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.
(a) 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 Council.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 2 of 14
(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 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
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 3 of 14
(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.
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 4 of 14
(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
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 5 of 14
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 6 of 14
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 7 of 14
(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.
The Mayor and 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, 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
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 8 of 14
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 9 of 14
(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), or the Chief
Administrative Officer.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 10 of 14
(b) Only the Chief Administrative Officer the City Manager (or a person
designated by the City Manager) are 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 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
by expense receipts as required in subsection (d) of this section. Allowable
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 11 of 14
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.
(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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 12 of 14
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
Section 1. Amendments to Bylaws.
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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 13 of 14
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 shall be
effective upon approval by the City Council.
APPROVED AND ADOPTED by the Anna Community Development Corporation
by resolution on the day of )2019.
ANNA CDC PRESIDENT
ATTEST:
ANNA CDC SECRETARY
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 14 of 14
ATriria*EL
Item No. 7
EDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on approving a resolution amending the EDC Bylaws.
SUMMARY:
The EDC Bylaws Committee met several times and is recommending the amended
bylaws. The Committee focused on reducing duplicative language. If approved,
the bylaws amendments will go to the City Council for consideration.
STAFF RECOMMENDATION:
Approve a Resolution amending the EDC Bylaws.
ATTACHMENTS:
1. Resolution
2. Current EDC Bylaws
3. Draft EDC Bylaws with edits received since the September 91" Special
Meeting
ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION
AMENDING THE BYLAWS OF THE ANNA ECONOMIC DEVELOPMENT
CORPORATION
WHEREAS, the Anna Economic Development Corporation ("EDC") is authorized to
amend its Bylaws under Art. VI, Sec. 2 of the Bylaws Anna Economic Development
Corporation; and
WHEREAS, the EDC 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 EDC Board of Directors hereby approves amending the Bylaws of the Anna
Economic 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 Economic Development Corporation on this the
3rd day of October 2019.
APPROVED:
ATTEST:
Anthony Richardson Rocio Gonzalez
CDC President CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO. ,9014-G9-E� Lebo
A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION
AMENDING THE BYLAWS OF THE ANNA ECONOMIC DEVELOPMENT
CORPORATION
WHEREAS, the Anna Economic Development Corporation ("EDC") is authorized to
amend its Bylaws under Art. VI, Sec. 2 of the Bylaws Anna Economic Development
Corporation; and
WHEREAS, the EDC desires to amend said Bylaws;
NOW THEREFORE, BE IT RESOLVED BY THE ANNA ECONOMIC 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 EDC Board of Directors hereby approves amending the Bylaws of the Anna
Economic Development Corporation as set forth in Exhibit A, attached hereto, subject to
approval by the City of Anna City Council.
PASSED AND APPRRVED by the Anna Economic Development Corporation on this the
day of 2014.
APPROVED:
G
onst nce Stump, EDC Presid t
ATTEST:
ANNA C-BE C/JC RESOLUTION NO;014—G% Page 1 of 1
ANNA ECONOMIC DEVELOPMENT CORPORATION
BYLAWS
These Bylaws ("Bylaws") govern the affairs of the Anna Economic Development
Corporation, a public instrumentality and a non-profit corporation (hereinafter referred to
as the "Corporation") created under Section 4A of the Development Corporation Act
of1979, Article 5190.6 of the Revised Civil Statutes of Texas, as amended or recodified
(hereinafter referred to as the "Act).
ARTICLE I. PURPOSE 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 Economic
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 for the purposes set
forth in Article IV of its Certificate of Formation, the same to be accomplished on behalf
of the City of Anna, Texas (the "City") as its duly constituted authority and
instrumentality in accordance with the Development Corporation Act of 1979,Article
5190.6, Tex. Rev. Civ. Stat. Ann., as amended or recodified (the "Act), and other
applicable laws.
Section 4. Powers. In the fulfillment of its corporation purpose, the
Corporation shall be governed by Section 4A of the Act, and shall have all of the powers
set forth and conferred in its Certificate of Formation, in the Act, and in other applicable
law, subject to the limitations prescribed thereof and hereof.
ARTICLE II. BOARD OF DIRECTORS
Section 1. Powers, Number and Term of Office.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 1 of 13
(a) The property and affairs of the Corporation shall be managed and
controlled by a Board of Directors (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 (7) directors, each of whom shall be
appointed by and serve at the pleasure of the City Council (the "Council") of the City.
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 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, and 5 shall be made in odd numbered years; appointment to Places 2 and
4 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.
(e) Subject to Art. III, Section 5.A., the majority vote of the Board of Directors
shall have the power to hire and/or appoint officers of the corporation. In the absence of
the officers, the Chairman of the EDC will act as President of the Corporation, Vice -
Chairman will act as Vice -President, the Chief Financial Officer (CFO) will act as the
Treasurer and the Secretary will act as the Corporate Secretary.
Section 2. 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 (Anna City Hall) as
specified in Article V of these Bylaws.
Section 3. Notice of Meetings.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 2 of 13
(a) Regular meetings shall be held monthly at a date and time determined by
the Board by resolution. 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 Council. Nothing contained in this Section
3 shall vitiate the notice requirements contained in Section 6 hereafter.
(b) 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. 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.
(c) Whenever a notice other than a notice of a meeting is required to be given
to the Board, said notice shall be deemed to be sufficient if given by depositing the
same in a post office box in a sealed, postpaid wrapper addressed to the person entitled
thereto at his or her post office address as it appears on the books of the Corporation,
and such notice shall be deemed to have been given on the day of such mailing.
Section 4. 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 Council.
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.
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
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 3 of 13
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.
(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
person to act as Secretary of the meeting.
Section 9. Committees of the Board. There may be standing committees of
the Board as the Board from time to time create. Each such committee shall be
composed of no more than two (2) Directors and such other persons as may be chosen
by the Board for their applicable abilities and experience. The Board may delegate to
any such authority as the Board deems necessary or desirable, provided that such
delegation is specified in written resolution duly adopted by the Board. Anything to the
contrary contained herein notwithstanding, all final, official actions of the Corporation
may be exercised only by the Board. Each committee so designated shall keep regular
minutes of the transactions 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. Directors shall not receive any salary
or compensation for their services as directors.
Section 11. Ex-Officio Members. The Mayor and City Manager, or their
designees, or other person or entity designated by the Board, may attend all meetings
of the Board or committees, including executive, private or public, but shall not have the
power to vote in the meetings. 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.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 4 of 13
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 8 of these Bylaws.
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 (1) 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 and shall:
(a) 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;
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 5 of 13
(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; and
(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 -stated 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. The Vice President shall have such powers and
duties as may be prescribed by the Board and shall exercise the powers of the
President during that officer's absence or inability to act. Any action taken by the Vice
President in the performance of duties of the President shall be conclusive evidence of
the absence or inability to act of the President at the time such action was taken.
Section 4. 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. Secretary. The Secretary, or other person or entity designated by
the Board, shall keep the minutes of all meetings of the Board and shall file a copy of all
minutes at City Hall, shall give and serve all notices, may sign with the President in the
name of the Corporation, and/or attest the signature thereto, all contacts, conveyances,
franchises, bonds, deeds, assignments, mortgages, notes and other instruments,
except the papers as the Board may direct, all of which shall be at all reasonable times
be open to public inspection upon application at the office of the Corporation during
regular business hours, and shall in general perform all duties incident to the office of
Secretary subject to the control 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.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 6 of 13
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. Compensation. Officers who are members of the Board shall not
receive any salary or compensation for their services.
Section 8. 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.
(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 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. FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 1. General Development Plan.
(a) The Board shall research, develop, prepare, and submit to the Council for
its approval, an economic development plan for the City, which shall include proposed
methods and the expected costs of implementation. The plan shall include both short
and long term goals for the economic development of the City, proposed methods for
the elimination of unemployment and underemployment, the promotion of employment,
through the expansion and development of a sound industrial, manufacturing and retail
base within the City.
(b) The Board shall review and update the annual work plan each year prior
to submission of the annual budget required by other provisions of these Bylaws.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 7 of 13
Section 2. Annual Corporation Budget. At least sixty (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 and submitted to the Council. The budget shall not be effective until the same
has been approved by the Council.
Section 3. 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 Council, the books, records, accounts and financial
statements of the Corporation may be maintained for the Corporation by the City. In
such event, the Corporation shall pay to the City reasonable compensation for such
services.
(c) The Corporation, or the City if the option described in subsection (b) is
selected, 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 flied 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. Any member of the City Council, Mayor, Director or Officer of the
Corporation may inspect and receive copies of all books and records of the Corporation.
Section 4. 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 in the City Investment Policy and shall be deposited, secured
and/or invested in the manner provided for the deposit, security and/or investment of the
public funds of the City. The Board shall designate the accounts and depositories to be
created and designated for such purposes. The accounts, reconciliation and investment
of such funds and accounts will be performed by the Finance Department of the City.
The Corporation shall pay reasonable compensation for such services to the City.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 8 of 13
Section 5. Expenditures of Corporate Money.
(a) The monies of the Corporation, including sales and use taxes collected
pursuant to Section 4A of the Act, monies derived from the repayment of loans, rents
received from the lease or use of property, the proceeds from the investment of funds of
the Corporation, the proceeds from the sale of property, and the proceeds derived from
the sale of Obligations, may be expended by the Corporation for any of the purposes
authorized by the Act, subject to the following limitations.
(1) Expenditures from the proceeds of Obligations shall be identified
and described in the orders, resolutions, indentures or other
agreements submitted to and approved by the City Council prior to the
sale and delivery of the Obligations to the purchasers thereof required
by Section (6) of this Article.
(2) Expenditures that may be made from a fund created with the
proceeds of Obligations, and expenditures of monies derived from
sources other than the proceeds of Obligations, may be used for the
purposes of financing or otherwise providing one or more "Projects", as
defined in the Act.
(3) All expenditures shall be specifically described in a resolution or
order of the Board, and shall be made only after the approval thereof
by the City Council, unless the City Council exempts certain
classifications of expenditures from this requirement by Ordinance.
(4) All other proposed expenditures shall be made in accordance
with and shall be set forth in the annual budget required by Section 2
of this Article.
(b) 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 6. Issuance of Obligations. No Obligations, including refunding
obligations, shall be sold and delivered by the Corporation unless the Council shall
approve such Obligations by action taken no more than sixty (60) days prior to the date
of sale of the Obligations.
Section 7. Limitations on Expenditures. The Corporation shall spend no
more than ten percent (10%) of Corporate revenues for promotional purposes and may
contract with others to carry out industrial development programs consistent with the
purposes and duties as set out in these Bylaws and as set out in the Act.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 9 of 13
Section 8. Contributions. The Board of directors may accept on behalf of the
Corporation any contribution, grant or bequest to be used for the general purposes of or
for any special purpose of the Corporation. Special funds shall include all funds from
government contracts and contributions designated by a donor for special purposes. All
other funds shall be general funds.
Section 9. 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 by at
least two of the following officers: the President, the City Manager, or the Chief
Administrative Officer.
(b) Only the Chief Administrative Officer 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 and all purchases from $500 to $5000 shall require at least
three verbal estimates if the purchase is not from a sole -source vendor. All purchases
above $500 will be approved by the Corporation board. Purchases less than $500 can
be approved by the Chief Administrative Officer. 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 and are subject to the per diem rates of the
U. S. General Services Administration and the following limits: reasonable
travel/transportation, lodging, seminar registration, meals, parking, highway tolls 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,
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 10 of 13
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
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.
ARTICLE V. MISCELLANEOUS PROVISIONS
Section 1. Principal Office.
(a) The principal office of the Corporation shall be located at the Anna City
Hall Administration Building as specified in the Article of Incorporation, or until a
physical location office is secured by EDC.
(b) The Corporation shall have and shall continually designate a registered
agent at its registered office, as required by the Act.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same
as the fiscal year of the City.
Section 3. Seal. The seal of the Corporation shall be determined by the
Board.
Section 4. Resignations. Any director or officer may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein or,
if no time be specified, at the time of its receipt by the President, Secretary, or Chief
Administrative Officer. The acceptance of a resignation shall not be necessary to make
it effective, unless expressly so provided in the resignation.
Section 5. Approval or Advice and Consent of the Council. To the extent
that these Bylaws refer to any approval by the City or refer to advice and consent by the
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 11 of 13
Council, such approval, or advice and consent, shall be evidenced by a certified copy of
a resolution, order or motion duly adopted by the Council.
Section 6. Services of City Staff and Officers. Subject to approval from the
City Manager of the City, the Corporation shall have the right to utilize the services of
the City Attorney, the City Secretary, and the Finance Department of the City, provided
(i) that the Corporation shall pay reasonable compensation to the City for such services,
and (ii) the performance of such services does not materially interfere with the other
duties of such personnel of the City.
Section 7. Indemnification of Directors, Officers and Employees.
(a) As provided in the Act and in the Certificate of Formation, 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.
(b) The Corporation shall indemnify each and every member of the Board, its
officers and its employees, and each member of the Council and each employee of the
City, to the fullest extent permitted by law, against any and all liability or expense,
including attorney's 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.
Indemnification and other protections provided by this Section 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.
Section 8. Corporation May Provide Insurance. The Corporation may
purchase and maintain insurance on behalf of any person who is or was a Director,
officer, member, employee or agent of the Corporation to insure such person against
any liability asserted against said person by reason of such person being or having
been a Director, officer, member, employee or agent of the Corporation. The premiums
for such insurance shall be paid by the Corporation.
Reserved.
Section 9. 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.
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 12 of 13
Section 10. 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 City's
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.
ARTICLE VI. EFFECTIVE DATE, AMENDMENTS
Section 1. Effective Date. These Bylaws shall become effective upon the
occurrence of the following events:
(1) the adoption of these Bylaws by the Board; and
(2) the approval of these Bylaws by the Council.
Section 2. Amendments to Certificate of Formation and Bylaws. The
Certificate of Formation of the Corporation and these Bylaws may be amended only in
the manner provided in the Certificate of Formation and the Act The Bylaws may be
amended, altered or repealed by an affirmative vote of three Board members but such
amendment, alteration or repeal shall not be effective until approved by a majority vote
of the entire Council.
Section 3. Dissolution of the Corporation. The Corporation is a non-profit
corporation. Upon dissolution, all of the Corporation's assets shall be distributed to the
City of Anna.
APPROVED AND ADOPTED by the Anna Economic D velopment Corporation
by passage of Resolution Ndl - - on the day of .2014.
MA-
ANNA ECONOMIC DEVELOPMENT CORPORATION BYLAWS Page 13 of 13
AMENDED BYLAWS
OF THE
ANNA ECONOMIC DEVELOPMENT CORPORATION
ARTICLE 1
PURPOSE AND POWERS
Section 1.01. Purpose. The Anna Economic Development Corporation (the "Corporation")
is a public instrumentality and a non-profit corporation created under the Development
Corporation Act, codified in Title 12, Subtitle C1 of the Texas Local Government Code (the
"Act"), and operating under Chapters 501, 502 and 504 of the Act and other applicable law.
Section 1.02. Powers. In the fulfillment of its corporate purpose, the Corporation shall be
governed as a Type A corporation under the Act and shall have all the powers set forth and
conferred in its Amended Certificate of Formation, in the Act, and in other applicable law, subject
to the limitations prescribed under applicable law and these bylaws.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. Powers, Number, and Term of Office.
(a) The property and affairs of the Corporation shall be managed and controlled by a
Board of Directors (the 'Board") and, subject to the restrictions imposed by law; by the
Amended 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 (7) directors, each of whom shall be appointed by
the City Council (the "City Council"). At least three (3) members of the Board shall be
persons who are not members of the City Council and who are not employees or officers
of the City.
(c) Directors shall serve staggered two (2) year terms with four (4) positions
commencing service during odd years and three (3) positions commencing service during
even years, effective July 1, or until a successor(s) is(are) appointed by the City Council.
(d) Any director may be removed from office by the City Council at any time without
cause.
(e) Any director or officer may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or, if no time be specified, at the
time of its receipt by the City Manager, Economic Development Director, and/or City
Secretary. The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.
(f) Any vacancy occurring on the Board through death, resignation or otherwise shall
be filled by appointment by the City Council and the director appointed to fill any such
vacancy shall serve the remainder of the unexpired term.
Section 2.02. Meetings of Directors. The directors may hold their meetings at such place
or places as the Board and/or the Economic Development Director determines; provided, however,
in the absence of any such determination by the Board and/or the Economic Development Director,
the meetings shall be held at the principal office of the Corporation as specified in Article V of
these bylaws.
Section 2.03. Notice of Meetings to Directors. Regular meetings of the Board shall be held
without the necessity of notice to directors at such time and places as shall be designated from time
to time by the Board. Special meetings of the Board shall be held whenever called by the president,
by a majority of the directors, by the City Manager, or by a majority of the City Council.
Section 2.04 Board Attendance. A director who is absent from three consecutive regular
meetings, or 25% of regularly scheduled meetings during the 12-month period immediately
preceding and including the absence in question, without explanation acceptable to a majority of
the other members, must forfeit his or her position on the board.
Section 2.05. 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 of the Texas Government Code, as amended.
Section 2.06. Quorum. A majority of the entire membership of the Board of Directors shall
constitute 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.
Section 2.07. 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.
(b) At all meetings of the Board, the president shall preside; provided that in the
absence of the President, the Vice President shall preside; and further provided that in the
absence of the President and Vice President, the directors present at the meeting may
appoint a director to preside at such meeting.
(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 person to act as
secretary of the meeting.
Section 2.08. Committees of the Board. The Board may designate two (2) or more directors
to constitute an official committee of the Board to exercise such authority of the Board as may be
specified by Board resolution. 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 transactions 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 2.09. Compensation of the Directors. Directors shall not receive any salary or
compensation for their services as directors. However, they shall be reimbursed for their actual
expenses incurred in the performance of their official duties as directors.
Section 2.10. Ethics; Conflict of Interest. Directors shall strictly adhere to the Anna Code
of Ethics, as adopted and as may be amended by the City Council (the "Ethics Code"). In the
event that a director is aware that he/she has a conflict of interest under applicable law or Ethics
Code, 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.
Any director shall bring to the attention of the Board any apparent conflict of interest or potential
conflict of interest of any other director, in which case the Board shall determine whether a true
conflict of interest exists before any further discussion or vote shall be conducted regarding that
particular matter. The director about whom a conflict of interest question has been raised shall
refrain from voting with regard to the determination as to whether a true conflict exists.
Section 2.11. Ex-Officio Members. The Mayor and 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, 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 III
OFFICERS
Section 3.01. Titles and Terms of Office.
(a) The officers of the Corporation shall be a president, a vice president, a secretary,
and a treasurer, 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 or assistant secretary. Terms of offices shall be one (1) year with the
right of an officer to be re-elected. Such officers shall be elected annually after annual
appointments or reappointments to the Board have been completed by the Council.
(b) All officers are 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 3.02. Powers and Duties of the President. The president shall be the presiding
officer of the Board, shall preside at all meetings of the Board, and may sign with the secretary in
the name of the Corporation, all contracts, conveyances, franchises, bonds, deeds, mortgages, notes
and other instruments, which the Board has approved, unless the execution of said document has
been expressly delegated to another officer or agent of the Corporation by resolution, a provision
of these bylaws, or statute.
Section 3.03. Vice President. The vice president shall have such powers and duties as may
be prescribed by the Board and shall exercise the powers of the president during that officer's
absence or inability to act. Any action taken by the vice president in the performance of the duties
of the president shall be conclusive evidence of the absence or inability to act of the president at
the time such action was taken.
Section 3.04. Secretary. The secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, shall give and serve all notices, may sign with the president in
the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances,
franchises, bonds, deeds, mortgages, notes and other instruments of the Corporation, shall have
charge of the corporate books, records, documents and instruments, except the books of account
and financial records and securities, and such other books and papers as the Board may direct, all
of which shall at all reasonable times be open to public inspection upon application at the office
of the Corporation during business hours, and shall in general perform all duties incident to the
office of secretary subject to the control of the Board.
Section 3.05. Treasurer. The treasurer shall have the responsibility to see to the handling,
custody, and security of all funds and securities of the Corporation in accordance with these
bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the
Corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such
bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The
treasurer shall see to the entry in the books of the Corporation full and accurate amounts of all
monies received and paid out on account of the Corporation. The treasurer shall, at the expense of
the Corporation, give such bond for the faithful discharge of his/ her duties in such form and
amount as the Board or the City Council may require.
Section 3.06. Board Positions. The president, the vice president, and the secretary shall be
named from among the members of the Board. The Treasurer may, at the option of the Board, be
persons other than members of the Board, and may be employees of the City.
Section 3.07. Compensation. Officers who are members of the Board shall not receive any
salary or compensation for their services, except that they shall be reimbursed for their actual
expenses incurred in the performance of their official duties as officers.
Section 3.08. Economic Development Director. The Economic Development Director shall
be a full-time employee of the City and shall be the chief administrative officer of the Corporation,
responsible for all daily operations and implementation of Board policies and resolutions. The
Economic Development Director shall be appointed and managed by the City Manager. The
Economic Development Director shall attend all called Board meetings and perform those duties
and functions, as the Board shall prescribe.
ARTICLE IV
FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS
Section 4.01. General Corporate Duties and Authority.
(a) In carrying out its purposes, the Corporation shall be authorized to exercise all
rights and powers granted under its Amended Certificate of Formation, in the Act, and in
other applicable law, subject to the limitations prescribed therein and herein and to the
provisions thereof and hereof, as well as the purposes set out in the voted proposition.
(b) Any and all agreements between the Corporation and other parties shall be
authorized, executed, approved, and delivered in accordance with applicable law; provided,
that, prior to the authorization or execution of any such agreement a copy thereof shall be
provided to the City.
(c) Unless otherwise approved by the City Council in accordance with Section 4.05(c)
of this Article, Aall construction and other contracts let or entered into by the Corporation
shall be let or entered into in accordance with the laws applicable to the letting or entering
into of contracts by the City, .
Section 4.02. Annual Corporate Budget.
(a) At least sixty (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. The
budget shall not be effective until the same has been approved by the City Council.
(b) The annual budget shall be adopted at the fund level and amendments within the
fund can be made and approved by the Economic Development Director. Any amendments
that would result in an increase of total adopted expenditures shall be approved by the
Board and City Council.
Section 4.03. 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 accountants,
staff, and personnel of the City.
(c) The Corporation, or the City if the option described in subsection (b) is selected,
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.
Section 4.04 Deposit and Investment of Corporate Funds.
(a) All proceeds from loans or from the issuance of bonds, notes, or other debt
instruments ("Obligation") issued by the Corporation shall be deposited and invested as
provided in the resolution, order, indenture, or other documents authorizing or relating to
their execution or issuance.
(b) Subject to the requirements of contracts, loan agreements, indentures, or other
agreements securing Obligations, all other monies of the Corporation, if any, shall be
deposited, secured, and/or invested in the manner provided for the deposit, security, and/or
investment of the public funds of the City. The Board shall designate the accounts and
depositories to be created and designated for such purposes, and the methods of withdrawal
of funds therefrom for use by and for the purposes of the Corporation upon the signature
of its treasurer and such other persons as the Board shall designate. The accounts,
reconciliation, and investment of such funds and accounts shall be performed by the
Department of Finance of the City.
Section 4.05. Expenditures of Corporate MoneX. The monies of the Corporation, including
sales and use taxes collected by the Corporation, monies derived from rents received from the lease
or use of property, the proceeds from the investment of funds of the Corporation, the proceeds
from the sale of property, and the proceeds derived from the sale of Obligations, may be expended
by the Corporation for any of the purposes authorized by the Act, subject to the following
limitations:
(a) Expenditures from the proceeds of obligations issued or incurred by the Corporation
shall be identified and described in the orders, resolutions, indentures, or other agreements
submitted to and approved by the City Council prior to the execution of loan or financing
agreements or the sale and delivery of the Obligations to the purchasers thereof required
by Section 6 of this Article;
(b) Expenditures that may be made from a fund created with the proceeds of obligations,
and expenditures of monies derived from sources other than the proceeds of obligations
may be used for the purposes of financing or otherwise providing one or more "Projects,"
as defined in applicable provisions of the Act, or other authorized purposes of the
Corporation. The specific expenditures shall be described in a resolution or order of the
Board and shall be made only after approval thereof by the City Council unless such
expenditures are set forth in the annual budget required by Section 2 of this Article or in
contracts meeting the requirements of Section 1 (d) of this Article;
(c) All other proposed expenditures shall be made in accordance with and shall be set forth
in the annual budget required by Section 4.02 or in contracts meeting the requirements of
Section 4.01 (dc) of this Article or the City's Financial Policies provided, however, that
any expenditure for Goods or Services costing $50,000 or more shall not be required to be
completely bid or otherwise let or governed under Chapter 252 and/or Chapter 271 of the
Texas Local Government if such expenditure has received approval of the City Council by
duly adopted resolution..
(d) The Corporation may spend no more than ten percent (10%) of the corporate revenues
for promotional purposes and may contract with others to carry out programs consistent
with the purposes and duties set out in these bylaws and as set out by the Act. Unexpended
revenue specifically set aside for promotional purposes in past years may be expended
without violating the ten percent (10%) cap. The City Council may oversee expenditures
in any manner authorized by the Act.
Section 4.06. Fiscal Policy. The Corporation will adhere to the City's Financial Policy to
guide the overall financial condition and operations of the Corporation.
Section 4.07. Issuance of Obligations. _ No obligations, including refunding obligations,
shall be authorized or sold and delivered by the Corporation unless the City Council shall approve
such obligations by action taken no more than 60 (sixty) days prior to the date of delivery of such
obligation or refunding obligations.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Principal Office.
(a) The principal office and the registered office of the Corporation shall be 111 N.
Powell Parkway, Anna, TX 75409.
(b) The Corporation shall have and shall continually designate a registered agent at its
registered office, as required by the Act.
Section 5.02. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year
of the City.
Section 5.03. Seal. The seal of the Corporation shall be as determined by the Board.
Section 5.04. Approval or Advice and Consent of the City Council. To the extent that these
bylaws refer to any approval by the City or refer to advice and consent by the City Council, such
advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly
adopted by the City Council.
Section 5.05. Services of City Staff and Officers. The Corporation shall have the right to
utilize the services of the City Attorney, the City Secretary, and City Manager, provided (i) that
the Corporation shall pay reasonable compensation to the City for such services, and (ii) the
performance of such service does not materially interfere with the other duties of such personnel
of the City.
Section 5.06. Indemnification of Directors, Officers and Employ
(a) As provided in the Act and in the Amended Certificate of Formation, 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.
(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 all liability or expense, including
attorneys' 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.
(c) The Corporation may purchase and maintain insurance for the Corporation and on
behalf of any person who is or was a director, officer, employee or agent of the Corporation
or who is or was serving at the request of the Corporation as a director, officer, employee,
agent or similar position, against any liability asserted against him or her or incurred by
him or her in such capacity or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against that liability under the
Business Corporation Act Article 2.02-1. If such insurance is obtained, the insurance may
be procured, maintained or established with an insurer deemed appropriate by the Board of
Directors. In the absence of fraud, the judgment of the Board of Directors as to the terms
and conditions of the insurance shall be conclusive.
Section 5.07. Interpretation of Bylaws. These bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase,
clause, sentence, paragraph, section or other part of these bylaws, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these bylaws and the application of such word, phrase,
clause, sentence, paragraph, section or other part of these bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE VI
EFFECTIVE DATE, AMENDMENTS
Section 6.01. Effective Date. These bylaws shall become effective upon the occurrence of
the following events:
(a) the approval of these bylaws by the City Council; and
(b) the adoption of these bylaws by the Board.
Section 6.02 Amendments to Bylaws. These bylaws may be amended at any time and from
time to time by majority vote of the Board of Directors with approval of the City Council.
These amended bylaws were duly adopted by the Board at a duly noticed public meeting on the
day of , 2019.
APPROVED:
Anthony Richardson
President of CDC
ATTESTED:
Rocio Gonzalez
Secretary of CDC
HE CITY OF
:iina
�* CDC
Item No. 8
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on approving minutes from the September 9, 2019 CDC
Special Meeting.
SUMMARY:
STAFF RECOMMENDATION:
ATTACHMENTS:
1. September 9, 2019 CDC Special Meeting Minutes
Officers: Staff:
Anthony Richardson, President Joey Grisham, Director/CAO
Stan Carver, Vice -President Taylor Lough, Economic Development Manager
Rocio Gonzalez, Secretary
THE CITY
�* CDC
Anna Community Development Corporation Special Meeting Minutes
Monday, September 9, 2019 at 6:00 pm
Inc -Cube Building, Conference Room
312 N. Powell Parkway, Anna, Texas 75409
CDC Board Members Present: Anthony Richardson, Stan Carver, Bruce Norwood, Rocio
Gonzalez, Raul Hernandez, Michelle Hawkins, Doris Pierce. Others present: Joey Grisham
(CDC Director), Taylor Lough (Economic Development Manager) and Clark McCoy
(CDC/EDC Legal Counsel)
1. Call to Order. Roll Call and Establishment of Quorum.
The meeting was called to order by Anthony Richardson, Board President, at 6:00 p.m.
2. Invocation and Pledge.
Invocation and pledge of allegiance led by Anthony Richardson.
3. Citizen Comments.
There were no citizen comments.
4. Consider/Discuss/Act on approving minutes from the August 1, 2019 CDC Meeting.
Bruce Norwood made a motion to approve the minutes from the August 1, 2019 CDC
Meeting. Anthony Richardson seconded the motion. All were in favor. Motion passed.
5. Hear presentation from City Attorney regarding the City of Anna Ethics Policy and
Best Practices.
Clark McCoy provided a presentation highlighting sections of the City of Anna Code of
Ethics (Ordinance 777-2018), the City of Anna Home -Rule Charter, and the Local
Government Code of Texas State Law. He explained that the City's Ethics Code applies to
members of a board. He provided several available resources, including staff who can
answer any questions.
6. Consider/Discuss/Act on a Resolution approving the First Amended & Restated
Loan Agreement and Promissory Note with Simply Floor It, LLC.
Joey Grisham stated that Ms. Andrea Henry from Simply Floor It, LLC entered in a
$50,000 Loan Agreement with the CDC in September 2016 with funds from a grant from
the United States Department of Agriculture (USDA). She had until December 1, 2018 to
Officers: Staff:
Anthony Richardson, President Joey Grisham, Director/CAO
Stan Carver, Vice -President Taylor Lough, Economic Development Manager
Rocio Gonzalez, Secretary
meet two performance criteria: create three full-time jobs and create $10,000 in sales tax
collection for the City of Anna. He further stated that Ms. Henry did not meet the
performance criteria, and that he and Board Member Stan Carver met with her to discuss
options. Based on the feedback and direction from the Board, Joey worked with CDC
Board Attorney to draft an updated agreement that extended the deadline to meet the
criteria (three full time jobs and $10,000 in sales tax collection for the City of Anna) until
July 31, 2020 and required quarterly updates from Ms. Henry.
Ms. Henry discussed some issues that she encountered that affected her business
potential including road construction on US 75 and the lack of visibility that her building
has. She reinforced her commitment to the business and said that she was working on
different ideas for marketing and securing new business. She is also planning to meet
again with the Collin County Small Business Development Center and work with the Anna
Chamber of Commerce.
Board President Anthony Richardson explained that the Board wants all businesses to
succeed and recommended that staff develop a form/template for the quarterly updates.
Raul Hernandez made a motion to approve the resolution for the First Amended &
Restated Loan Agreement and Promissory Note with Simply Floor It, LLC. Stan Carver
seconded the motion. All were in favor. Motion passed.
7. Director's Report
a. NTCAR Expo Recap
Joey explained that the expo was held this year at Gilley's in Dallas rather than the
Sheraton as in the past, and that it went very well. He thanked the Board Members
that attended and stated that staff met with several interested developers and
realtors and would be following up with each.
b. Strategic Plan
Joey explained that Jason Claunch has kicked off this work. The Board will meet
with Jason in a workshop format to discuss ideas. The Board discussed having
this workshop as part of their regular meeting on October 3rd
c. Marketing Materials
New materials such as brochures, trade show booth, promotional items, maps, and
the video for the Business Park were shown at NTCAR and were well received.
d. Chamber of Commerce Agreement
An agreement will be provided at the October Regular Board Meeting for the
Board's review and action.
e. Downtown Master Plan
Discussions with the City Manager have led to the decision to hold off on this plan
until a Director of Planning is hired in order to be part of the review team.
f. Bylaws Committee
The committee met and developed draft bylaws for both the CDC and EDC. These
drafts will be sent to the Board in advance of the October 3rd meeting.
g. Report on current corporate financial status —Discussion Only
Updated financial documents were included in the board packet.
Officers: Staff:
Anthony Richardson, President Joey Grisham, Director/CAO
Stan Carver, Vice -President Taylor Lough, Economic Development Manager
Rocio Gonzalez, Secretary
h. October Meeting
The Board decided to meet on the regular meeting date of October 3Id at the Inc -
Cube Building at 6:00 p.m. rather than at City Hall at 6:30 p.m.
8. CLOSED SESSION (exceptions):
Rocio Gonzalez made a motion at 8:21 pm to enter closed session. Bruce Norwood
seconded the motion. All were in favor. Motion passed.
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;
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); Discuss contract concerning Revolving Loan
Fund; promotional contract.
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; potential retail and medical projects.
9. Reconvene into open session and take any action on closed session items.
Stan Carver made a motion to reconvene into open session at 9:20 pm. Rocio Gonzalez
seconded the motion. All were in favor. Motion passed.
No action was taken.
10. Receive reports from staff or Board Members about items of community interest.
Items of community interest include: expressions of thanks, congratulations, or condolence;
information regarding holiday schedules; an honorary or salutary recognition of a public
official, public employee, or other citizen (but not including a change in status of a person's
public office or public employment); a reminder about
an upcoming event organized or sponsored by the governing body; information regarding a
social, ceremonial, or community event organized or sponsored by an entity other than the
governing body that was attended or is scheduled to be attended by a member of the
governing body or an official or employee of the municipality; and announcements involving
an imminent threat to the public health
and safety of people in the municipality that has arisen after the posting of the agenda.
Officers: Staff:
Anthony Richardson, President Joey Grisham, Director/CAO
Stan Carver, Vice -President Taylor Lough, Economic Development Manager
Rocio Gonzalez, Secretary
Stan Carver discussed the newly built playground at Sherley Heritage Park and announced
a dedication ceremony for the restored Anna Train Depot on September 21 s' from 10:00 am-
2:00 pm.
11. Adjourn.
Anthony Richardson made a motion to adjourn the meeting at 9:21 pm. Bruce Norwood
seconded the motion. All were in favor. Motion passed.
APPROVED: ATTESTED:
Anthony Richardson
President of CDC
Rocio Gonzalez
Secretary of CDC
ATriria*EL
Item No. 9
EDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on approving minutes from the September 9, 2019 EDC
Special Meeting.
SUMMARY:
STAFF RECOMMENDATION:
ATTACHMENTS:
1. September 9, 2019 EDC Special Meeting Minutes
Officers:
Anthony Richardson, President Staff: Joey Grisham, Director/CAO
Stan Carver, Vice -President Taylor Lough, Economic Development Manager
Rocio Gonzalez, Secretary
Ariria
E DC
Anna Economic Development Corporation Meeting Minutes
Monday, September 9, 2019 at 6:00 pm
Inc -Cube Building, Conference Room
312 N. Powell Parkway, Anna, Texas 75409
EDC Board Members Present: Anthony Richardson, Stan Carver, Bruce Norwood, Rocio
Gonzalez, Raul Hernandez, Michelle Hawkins, Doris Pierce. Others present: Joey Grisham
(CDC Director), Taylor Lough (Economic Development Manager) and Clark McCoy
(CDC/EDC Legal Counsel)
1. Call to Order. Roll Call and Establishment of Quorum.
The meeting was called to order by Anthony Richardson, Board President, at 9:22 pm.
2. Citizen Comments.
There were no citizen comments.
3. Consider/Discuss/Act on approving minutes from the August 1, 2019 EDC Meeting.
Doris Pierce made a motion to approve the minutes from the August 1, 2019 EDC
Meeting. Michelle Hawkins seconded the motion. All were in favor. Motion passed.
4. Hear update on the Inc -Cube renovations.
Joey Grisham explained that the EDC has received funding from TxDOT for the SH 5
right-of-way. Staff is gathering quotes for the renovations required to the Inc -Cube
Building, per the agreement with TxDOT. If the work is over $50,000 the renovations are
required to be bid, per the current EDC bylaws.
5. 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;
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)
Officers:
Anthony Richardson, President Staff: Joey Grisham, Director/CAO
Stan Carver, Vice -President Taylor Lough, Economic Development Manager
Rocio Gonzalez, Secretary
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)
The Board did not enter into closed session.
6. Reconvene into open session and take any action on closed session items.
No action was taken.
7. Receive reports from staff or Board Members about items of community interest.
Items of community interest include: expressions of thanks, congratulations, or
condolence; information regarding holiday schedules; an honorary or salutary
recognition of a public official, public employee, or other citizen (but not including a
change in status of a person's public office or public employment); a reminder about
an upcoming event organized or sponsored by the governing body; information
regarding a social, ceremonial, or community event organized or sponsored by an
entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the
municipality, and announcements involving an imminent threat to the public health
and safety of people in the municipality that has arisen after the posting of the
agenda.
8. Adjourn.
Stan Carver made a motion to adjourn the meeting at 9:26 pm. Bruce Norwood seconded
the motion. All were in favor. Motion passed.
APPROVED:
Anthony Richardson
President of EDC
ATTESTED:
Rocio Gonzalez
Secretary of EDC
ATriria*EL
Item No. 10
EDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on resolution amending the 2019-2020 EDC Fiscal Year
Budget for the Inc -Cube renovations.
SUMMARY:
The expected costs related to the Inc -Cube renovations is approximately $150,000
for demolition and building renovations, removal of monument sign, and other
costs associated with the project. This amount was not budgeted earlier as we did
not have estimates at the time. The EDC received a total amount of $403,494 from
the State of Texas for the right of way property acquisition. Staff recently initiated
the public bidding process and expect construction to commence in early
November.
STAFF RECOMMENDATION:
Approve a resolution amending the FY 2020 Budget and submitting to the City of
Anna City Council for approval.
ATTACHMENTS:
1. Resolution
ANNA ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION
REGARDING THE APPROVAL OF AND AUTHORITY TO AMEND THE 2019-2020
FISCAL YEAR BUDGET.
WHEREAS, effective October 1, 2019, the Anna Economic Development Corporation
(the "EDC"), with the approval of the City of Anna City Council, approved its current fiscal
year budget; and
WHEREAS, the EDC seeks to make a line item amendment to its budget due to
additional funds being needed in the contract services line item (90-826-6703).
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. Adoption of Amendment to the Current Fiscal Year Budget
The EDC Board of Directors hereby approves amending the Anna Economic
Development Corporation current fiscal year budget as set forth in Exhibit A, amended
budget, attached hereto and incorporated herein for all purposes as if set forth in full. The
Board further directs that this amendment to the current fiscal year budget be submitted
to the City of Anna City Council for approval.
PASSED AND APPROVED by the Anna Economic Development Corporation this day
of 2019.
APPROVED:
Anthony Richardson,
EDC President
ATTEST:
Rocio Gonzalez,
EDC Secretary
HE CITY OF
:iina
�* CDC
Item No. 11
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on a Resolution authorizing an expenditure for the design
and production of marketina materials and promotional items.
SUMMARY:
As you will recall, we were able to complete several marketing and promotional
items in FY 2019 including a new website, logo, trade show booth, brochures,
promotional items, aerial maps, and a business park video. While we were able
to accomplish a lot on the marketing side, we did not have time to complete
everything including a few retractable banners for smaller events, additional
promotional items, a new PowerPoint template, and pocket folders.
STAFF RECOMMENDATION:
Approve a Resolution authorizing the Chief Administrative Officer to execute
contracts with marketing, advertising, promotional and printing companies subject
to legal approval of final form and to charge the CDC's promotional line item in an
amount not to exceed $12,500 in the Fiscal Year 2019-2020 for the design and
primt of marketing and promotional media for community and economic
development purposes.
ATTACHMENTS:
1. Resolution
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AND AUTHORIZING AN AGREEMENT AND THE EXPENDITURE OF
FUNDS FOR MARKETING AND PROMOTIONAL PURPOSES TO PROVIDE
PROFESSIONAL GRAPHIC DESIGN SERVICES.
WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to
expend funds for marketing and promotional purposes to provide professional graphic
design services to include the design of print and electronic collateral materials and
promotional items.
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 execute contracts with
marketing, advertising, promotional and printing companies subject to legal approval of
final form and to charge the CDC's promotional line item in an amount not to exceed
12 500 in the Fiscal Year 2019-2020 for the design of marketing and promotional
media for Community and Economic Development purposes.
PASSED AND APPROVED by the Anna Community Development Corporation this 3rd
day of October 2019.
APPROVED: ATTEST:
Anthony Richardson, CDC President Rocio Gonzalez, CDC Secretary
HE CITY OF
:iina
�* CDC
AGENDA ITEM:
Item No. 12
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
Consider/Discuss/Act on a resolution authorizing an expenditure for a Business
Appreciation Lunch.
SUMMARY:
The City Council Strategic Plan included an action item to hold a Business
Appreciation Event. In coordination with the Anna Rotary Club, staff will host Anna
businesses at an appreciation lunch on Thursday, November 14t" at the Hurricane
Creek County Club. Invitations will be sent soon. If approved, the expenditure will
cover the cost of providing lunch to invitees as well as items procured to recognize
community businesses in attendance.
STAFF RECOMMENDATION:
Approve the resolution.
ATTACHMENTS:
1. Resolution
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AND AUTHORIZING THE EXPENDITURE OF FUNDS FOR A BUSINESS
APPRECIATION LUNCHEON.
WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to
expend funds for a luncheon to show appreciation for existing businesses in Anna.
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
promotional expense line item in an amount not to exceed $1,000 in the Fiscal Year
2019-2020 budget for an event to show appreciation for existing Anna businesses.
PASSED AND APPROVED by the Anna Community Development Corporation this 3rd
day of October 2019.
APPROVED:
Anthony Richardson, CDC President
ATTEST:
Rocio Gonzalez, CDC Secretary
HE CITY OF
:iina
�* CDC
Item No. 13
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Act on a resolution authorizing an expenditure for a Developer
Invitation Event.
SUMMARY:
Staff is evaluating hosting developers and investors interested in Anna on Friday,
November 1 St at Hurricane Creek Country Club. While the details are being
finalized, if approved this expenditure would provide lunch for attendees as well as
the cost to include golf or a networking component.
STAFF RECOMMENDATION:
Approve the resolution.
ATTACHMENTS:
1. Resolution
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING AND AUTHORIZING THE EXPENDITURE OF FUNDS FOR A
DEVELOPER EVENT.
WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to
expend funds for an event for potential developers.
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
promotional expense line item in an amount not to exceed $2,000 in the Fiscal Year
2019-2020 budget for a luncheon and event for potential developers.
PASSED AND APPROVED by the Anna Community Development Corporation this 3rd
day of October 2019.
APPROVED:
Anthony Richardson, CDC President
ATTEST:
Rocio Gonzalez, CDC Secretary
HE CITY OF
:iina
�* CDC
Item No. 14
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
Director's Report
A. Report on current corporate financial status —Discussion Only
SUMMARY:
STAFF RECOMMENDATION:
ATTACHMENTS:
1. CDC August Financials
2. EDC August Financials
CDC Balance Sheet
For Period Ending 08/31/19
Beginning Current Month Ending
Balance Activity YTD Activity Balance
10/1/2018 8/31/2019 8/31/2019
Assets
89-000-1010
Bank -Operating Funds
526,207.21
717118.21
137,192.53
663,399.74
89-000-1012
Bank - Restricted Funds
18,762.61
30.75
326.01
19,088.62
89-000-1150
Accounts Receivable
-
-
-
-
89-000-1160
Accounts Receivable - Sales Tax
154,992.02
-
(154,992.02)
-
89-000-1202
Receivables - Due From General Fund
-
-
-
-
89-000-1215
Receivables - Local Business Loans
91,310,00
91,310.00
Total Assets
791,271.84
717148.96
(17,473.48)
7739798.36
Liabilities
89-000-2001
Accounts Payable
9,124.87
21562A2
(61477.75)
2,647.12
89-000-2020
Federal W/H Tax Payable
322.46
161.64
(160.82)
161.64
89-000-2021
FICA Payable
381.34
463.42
82.08
463.42
89-000-2024
Flexible Spending Payable
-
-
-
-
89-000-2025
Deferred Compensation Payable
-
-
730.00
730.00
89-000-2026
TMRS Payable
-
530.05
636.06
636.06
89-000-2027
Health Insurance Payable
37.31
-
0.06
37.37
89-000-2029
Salaries Payable
1,246.20
-
(11246.20)
-
89-000-2102
Payable - Due To General Fund(10)
-
-
-
-
89-000-2115
Deferred Revenue - Local Business Loans
41,310.00
41,310,00
Total Liabilities
529422.18
3,717.23
(67436,57)
45,985.61
Fund Balance
89-000-3711 Fund Balance
647,539.66
67,431.73
(11,036.91)
636,502.75
89-000-3711 Fund Balance -Restricted
91,310.00
91,310.00
Total Fund Balance
738,849.66
67,431.73
(11,036.91)
7277812.75
89-025-5225
89-825-5329
89-825-5499
89-825-5500
89-825-5530
89-825-5800
89-825-5840
89-825-5999
89-825-6107
89-825-6114
89-825-6121
89-825-6125
89-825-6126
89-825-6127
89-825-6129
89-825-6208
89-825-6209
89-825-6210
89-825-6212
89-825-6299
89-825-6700
89-825-6703
89-825-6710
89-825-6722
89-825-6731
89-825-6735
89-825-6753
89-825-6755
89-825-6756
89-825-6761
89-825-6783
89-825-6789
89-825-6790
89-825-6795
89-825-6799
89-8256911
89-825-6912
89-825-6921
89-825-6931
89-825-6941
89-825-8900
89-825-9800
CDC Income Statement
For Period Ending 08/31/19
Current on
Activity YTD Activity
8/31/2019
Revenues
Sales Tax Revenue - General 106,318.99 818,350.42
Donations - 66.00
Miscellaneous Revenue - -
Grant
Revenue - -
Imerest Revenue 1,080.47 11,358.56
Transfers in - -
Bond Proceeds - -
Revolving Loan Revenue
Total Revenues 107,399.46 829,774.98
Expenses
Salaries
Payroll Taxes -City Part FICA
Health Insurance
TMRS Retirement
Unemployment
Workers Compensation
Miscellaneous Payroll
Office Supplies
Other Supplies - Misc.
Clothing Supplies
Postage
IT Supplies
Economic Development Grant Expense
Contract Services
Travel/Fralning Expense
Insurance - Property & Liability
Public Notices - Advertising
Promotion Expense
Legal Expense
Audit Expense
Engineering
Dues, Publications, Permits & Licenses
Telephones- Pagers
Debt -Service Principal
Interest Expense
Band Fees
Other Services - Misc.
Machinery & Equipment
Dand Cost
Buildings & Improvements
Land & Improvements
Other Capital Expenditures
Other Financing Use - Debt Refundings
Transfers Out
9,086.40
39,885.72
fi95.13
3,156.56
-
4,683.00
224.13
4,731.60
9.00
115.95
100.00
297.72
669.75
-
2,786.67
-
13.40
259.96
2,126.00
-
224,902.03
5,057.00
66,965.94
7,508.40
12,415.19
20,041.50
91,384.00
1,956.49
9,304.40
2,300.00
270.00
500eo
1,936.06
210,000.00
116,882.50
347.00 46,174.12
Total Expenses 39,967.73 840,811.89
Nei PfOTIULOSS 67,431.73 (11,036.91)
/
,
\
}
�
§
!!!!!;!
�!!:!!!!�
!
())!!))
(})))))}(
)
\
�\\�}\\
\
;,l:;!!!!
;,,!
„
!;[
\:::)))()
\))(\\(\E
!
\
,
.
[!)())){)
((
)[`
\
�
\
)}
)§
!>\
\\
-
!
\{I!!/({(
�
�\}�\\�
::§
\_
j({(
)\{(
)}\)
\��
��)
\\\
s
mom
N
N
N
w
W
w
m
A
O
w
0
0
o
m
n
m
w
IJ
N
N
S
�
Ut
rn
n
a
w
V
N
f0
A
°f
rn
rn
N
m
m
W
NI
W
W
N
00
N
_
-
=
tp
t�0
(WO
�
L1
m
m
p0
p1
G
m
WW�mmmmW�W�WW�W�mWmW�mmmmW
W��mmmWmm
W
W
W
m
m
W
WW
m
W
W
m
W
W
W
W
m
Oo
W
W
0
0
0
0
6
6
6
6
6
0
0
0
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
O
(P
U
m
Ut
m
N
tit
N
Ut
tit
Ut
Ut
m
m
m
N
N
m
N
(P
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
D7
47
�
O7
m
Q7
m
m
47
T
m
fT
Ut
(T
Ut
N
(I�
N
N
N
N
N
N
N
_�
m s m 0 N o o p m `� v o Q m m N a m m d °1 A m x. D m o m o' o o m m
m O'm^ 3' m
m p
CO m w
o 0 0
m mm m 3
I.m
<<
n =^ w > > r m ^. m m
m c c
v �� Q
D m W T d m m N m N
n
w = v
y o T x
N
A
A
N
O
oo
A
O
O
J
W
O
O
J
O
W
N
J
A
O
N
�
O
O
W
O
m+
O
J
m
0
O
O
O
O
O
O
O
A
m
O
0
0
W
0
0
0
0
0
0
O
J
O
O
O
O
W
W
V
o
tp
N
_w
J
N
O
O
fp
W
(T
W
m
A(
N
t0
W
O[
N
N
E
W
m
N
0
0
-+
J
O
O
O
A
O
m
m
0
0
0
0
0
0
0
0
0
0
0
0
O
m
O
O
m
W�
0
0
0
0
0
W
A
W
0
o
o
O
O
O
W
O
0
0
0
Q7
o
O
o
A
w
0
0
O
O
O
O
O
O
O
O
O
6
6
O
6
O
6
O
O
6
O
6
O
A
0
0
0
i0
0
0
6
0
0
0
0
a
m"
W
O
6
6
6
6
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
J
O
0
0
t0
O
O
O
O
O
m
m
O
O
m
N
W
0
0
0
0
0
0
N
N
A
A
W
tp
J
m
V
m
O O O V N O (ml� O O Om N
O
O
O
m
O
0
0
N
m
O
0
0
J
m
O
O
N
A
N
7r
W
O
W
0
0
0
o
m
O
N
J
O
O
O
A
b
N
d
O
01
'"
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
(D
V
V
V
V
V
V
V
V
V
V
J
V
V
J
V
J
J
M p m c v v N ma
a N a a N a d o P m m<<»
w
oED m o v m m x? z = m a�
� 2 m x 2 N o' �' _? o �' x N
O a w m y>> m p
m x
~ G m m° �' 3 'o m a '^ m o
m m
A W �
m � »
m
a m a
0
w
w
W
W
o
W
V
O
O
W
O
N
O
O
O
O
V
N
O
O
O
O
m
W
N
0
0
0
0
(O
(n
O
O
O
O
V
O
O
0
0
0
0
0
0�
0
0
0
0
W
�m
�a
N
�
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
t�0
0
0
0
0
0
0
0
0
W
A
O
n
N
N
a
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
o
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0Oo
0
0
0
0
0
0
0
0
0
0
0
OW
O
O
O
O
O
O
N
O
O
O
O
m
0
0
0
0
0
0
0
0
[p
A
W
W
W
()
m
o.
0
o
�
EDC Balance Sheet
For Period Ending 08/31/19
Beginning Current Month Ending
Balance Activity YTD Activity Balance
10/1/2018 8/31/2019 8/31/2019
Assets
90-000-1010
Bank -Operating Funds
211,125.24
394,730.62 389,943.92
601,069.16
90-000-1011
Bank - Money Market & Savings Funds
-
-
-
-
90-000-1150
Accounts Receivable
948.00
- (948.00)
-
90-000-1160
Accounts Receivable - Sales Tax
-
-
-
-
90-000-1202
Receivables - Due From General Fund
-
-
-
-
90-000-1215
Receivables - Local Business Loans
91,927.00
(21500.00)
89,427.00
Total Assets
304,000.24
3943730.62 3863495.92
690,496.16
Liabilities
90-000-2001
Accounts Payable
317.97
(36.81) (305.88)
12.09
90-000-2005
Other Accounts Payable
200.00
- -
200.00
90-000-2102
Payable - Due To General
Fund(10)
-
- -
-
90-000-2115
Deferred Revenue - Local
Business Loans
915927.00
- (21500.00)
89,427.00
90-000-2210
Retainage
-
- -
-
90-000-2735
2011 CO's Current
-
- -
-
90-000-2736
2011 CO's Non Current
Total Liabilities
92,444.97
(36.81) (23805.88)
89,639.09
Fund Balance
90-000-3711 Fund Balance
211,555.27
394,767.43
389,301.80
600,857.07
Total Fund Balance
211,555.27
3942767.43
389,301.80
600,857.07
EDC Income Statement
For Period Ending 08/31/19
Current Month
Activity YTD Activity
8/31/2019
Revenues
90-826-5225
Sales Tax Revenue - General
-
-
90-826-5350
Rental
1,427.00
15,698.00
90-826-5491
Gain on sales of Assets
3785493.00
378,493.00
90-826-5499
Miscellaneous Revenue
255000.00
27,500.00
90-826-5530
Interest Revenue
427.64
39732.26
90-826-5800
Transfers in
-
-
90-826-5853
Other Financial Source from Notes Payable
-
Total Revenues
405,347.64
425,423.26
Expenses
90-826-6208
Office Supplies
-
-
90-826-6209
Other Supplies - Misc.
12.09
446.18
90-826-6210
Clothing Supplies
-
-
90-826-6212
Postage
-
-
90-826-6303
Maint.&Repair- Buildings
359.00
3,974.47
90-826-6703
Contract Services
8,836.37
16,565.37
90-826-6708
IT Support Services
468.03
1,877.73
90-826-6710
Travel/Training Expense
-
-
90-826-6722
Insurance - Property & Liability
-
954.88
90-826-6735
Promotion Expense
-
-
90-826-6753
Legal Expense
426.89
5,558.61
90-826-6755
Audit Expense
-
29300.00
90-826-6756
Engineering
-
-
90-826-6761
Dues, Publications, Permits & Licenses
-
-
90-826-6780
Electricity
320.38
2,551.49
90-826-6781
Gas - Natural/Propane
50.92
799.93
90-826-6782
City Utilities Water/Sewer/Trash
106.53
1,092.80
90-826-6783
Telephones - Pagers
-
-
90-826-6789
Debt -Service Principal
-
-
90-826-6790
Interest Expense
-
-
90-826-6799
Other Services - Misc.
-
-
90-826-6931
Land & Improvements
-
-
90-826-6941
Other Capital Expenditures
-
-
90-826-9800
Transfer Out
-
-
Total Expenses
10,580.21
36,121.46
Net Income/Loss
394,767.43
389,301.80
.
,.
.
.
.
..
...
.
.
\
/
j%
A
�
m ,
c
r
�
A
p
y
m =
v i
Or
1
:m00mm<
p
p
D
A
z
m
m
.
O
0
0
p
m
�
<
z
�
N
O
�
�
O
N
O
�
�
�
O
�
O
Ott
W
V
�
N
J
�
N
W
(n
A
W
T
(T
A
[O
T
W
J
N
N
O
cAD
cW0
O
A
J
O
W
O
W
O
O
O
A
O
O
O
O
O
0
O
A
a
m
W
Cl
0
0
a
m
�
m
O
N
9
O
S
n
a
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
O
O
O
O
O
O
O
O
O
O
N
m
rn
rn
rn
m
m
rn
w
m
w
N
m
rn
rn
m
m
w
rn
m
w
w
rn
o
0
0
0
0
0
0
0
0
0
0
0
0
0
4)
Q)
�
a7
a7
T
i
m
D7
Q7
47
d)
m
T
m
m
N
(P
Ut
fn
N
W
N
N
N
N
N
N
p m D v 0 m 0 M v (� 0 0 0 -� w A w T N N m O V O D m A D D W W
N a �! Q N N N O d y Z � _ N d d m d C 0 0 tD d O (P N O O d d
m o j m m c m 3 m m m m N o v y n m m io m F
v m x x o o m a Sx m m' ti _t m > x v O
m m W= ?. N N d v v >< 0 N A Z C7 m c w N m d
w x "o > 0 2. m v y N d. m
03
3 W T N m <
Q'
O
O
O
N
O
W
O
O
O
O
O
V
O
O
(O
O
W
N
N
N
A
N
o
A
o
V
o
0
0�
0
0
0
0
IV
O
0
0
0
ip
O
O
N
O
O
O
O
V
O
0
0
0
0
0
0
N
�
T
N
W
J
o
0
0
o
w
0
0
0
0
o
A
0
N
A
A
W
W
V
W
O
O
O
47
O
O
O
O
O
W
m
(O
O
O
O
O
O
O
O
O
O
O
V
O
?
O
O
Ol
O
O
O
(O
O
O
O
O
O
W
V
O
O
O
(O
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
(O
O
O
O
O
O
A
N
V
A
O
A
A
V
W
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
V
O
W
V
O
O
O
O
O
O
O
O
N
O
O
O
O
O
V
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
A
o
0
0
0
0
0
0
0
0
0
0
O
O
O
O
O
N
O
O
O
W
O
A
O
O
O
V
N
A
O
O
N
O
OJ
W
A
W
W
N
N
V
W
V
W
N
tp
J
(n
A
m
A
N
O
N
O
W
W
N
O
O
O
J
O
O
N
O
O
fJ
O
O
O
O
IV
O
0
0
0
0
0
0
0
0)
O
O
O
O
J
O
0
0
0
0
0
(9
O
A
N
T
J
O
O
O
O
O
O
O
O
O)
m
0
b
d
01
'^
�
3
n
3
fD
�
W
N
W
0
0
0
0
0
0
0
0
0
0
m
a
m
m
ww
m
N
N
N
N
N
N
N
N
N
N
rn
rn
rn
m
rn
m
rn
rn
m
rn
W�
J
J
J
JW
JW
J
W
wJ
O
O
O
O
OLZ
3
m
o
a
Z
x
-
a
m
w<
m
N
?
o
"mom
v��,
v
m
N
O
w
N
d
N
N
N
N
F
41
N
A
O
W
N
A
w
0
N
lV0
O
N
N
to
A
N
W
N
V
J
A
A
O
N
W
N
A
O1
W
N
V
V
A
N
V
A
N
N
V
J
N
N
W
V
A_
N
m
N
O�
J
J
C.�
m
7n
Vil
n
W
T
O
1 0
o
owl
n
N
V
W
a
C
O
O
0
W
A
n
a
b
c
R
W
N
O
O �
A
O'
W
O
O
O
O
O
O
O
O
O
Oi
n
I
Q
C1
y
N
6
O
O
O
O
O
o
O
O
O
O
O
O
O
O
O
O
O
O
O
O
O
N
_
O
O
O
O
O
O
O
O
W
[AO
CV
GI
O1
C7
C+
�
N
N
a
HE CITY OF
:iina
�* CDC
AGENDA ITEM:
Item No. 15
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
Discuss Economic Development Strategic Plan.
SUMMARY:
At the top of the priority list for the new City of Anna Strategic Plan is an Economic
Development Plan. While the City Strategic Plan addressed economic
development in several areas, we need to drill down into specific tactics, measures
and objectives on reaching each goal.
Jason Claunch with Catalyst Commercial will lead the Board in a discussion
regarding the Economic Development Strategic Plan.
STAFF RECOMMENDATION:
ATTACHMENTS:
ATiria �i
�* CDC
Item No. 16
CDC Agenda
Staff Report
Meeting Date: 10.3.2019
Staff Contact: Joey Grisham
AGENDA ITEM:
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;
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); Discuss contract concerning Revolving Loan Fund;
promotional contract.
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; potential
retail and medical projects.