HomeMy WebLinkAboutCDCpkt2011-02-03DEVELOPMENT
CORPORATION
V/
February 3, 2011
Meeting Packet
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AGENDA
REGULAR MEETING
OF ANNA COMMUNITY DEVELOPMENT CORPORATION
February 3, 2011 at 4:00 p.m.
COMMUNITY ANNA CITY HALL ADMINISTRATION BUILDING,
CORPORATION 111 N. POWELL PKWY., ANNA, TEXAS
The Anna Community Development Corporation will conduct its regular meeting at 4:00
P.m.' on February 3 2011 at the Anna City Hall Administration Building, 111 N. Powell
Parkway, to consider the following items:
1. Call to Order. LA
2. Roll Call and Establishment of Quorum. `
ter ,
3. Invocation and Pledge.
4. Consider/Discuss/Action regarding a�
esolutin'to submit the restated certificate of
�
incorporation to the Secretary of State
,/Consider/Discuss/Action regarding a resolytlnn�regarding amendments to Bylaws.
.
6. Consider/Discuss/Action regarding adopting a olutlb regarding a jirofessionalt
services agreement with Tom Terrall. ( n; --
7. CLOSED SESSION (exceptions):"`
a. Deliberate regarding the purchase, exchange, lease or value of real
property. (Tex. Gov't Code §551.072);
b. Consult with legal counsel on matters in which the duty of the attorney to
the governmental body under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas clearly conflicts with
Chapter 551 of the Government Code (Tex. Gov't Code §551.071);
c. Discuss or deliberate Economic Development Negotiations:
(1) To discuss or deliberate regarding commercial or financial information
that the Board of Directors has received from a business prospect that the
Board of Directors seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the Board is conducting
economic development negotiations; or
ADDITIONAL NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation
meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin Immediately
after the conclusion of the meeting of the Anna Economic Development Corporation.
IMPORTANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The
Corporation reserves the right to retire into executive session conceming 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.
(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)
8. Review of bills and fiscal year 2010-11 budget.
9. Consider/Discuss/Action regarding approving the regular meeting minutes from
November 4, 2010 and regular meeting minutes from January 13 2011
10. Adjourn.. f
6
This is to certify that I, Jess ca Perkins, Assistant to the City Manager, posted this agenda at a
place readily accessible to the public at the Anna City Hall anq n the City Hall bulletin board at or
before 4:00 p.m., January 31, 2011. r
J eca Perkins, sistant to the City Manager
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 conceming any of the items listed on this agenda, whenever
it is considered necessary and legally justified under the Open Meetings Act. Disabled persons who want to attend this
meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the
meeting so that appropriate arrangements can be made.
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: N/A
Item No. I
Anna
Community Development
Corporation Agenda Staff Report
AGENDA SUBJECT: Call to Order
SUMMARY:
STAFF RECOMMENDATION:
Staff Contact: Jessica Perkins
Exhibits: _ Yes X No
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: N/A
Item No. 2
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: Yes X No
AGENDA SUBJECT: Roll Call and Establishment of Quorum.
SUMMARY:
STAFF RECOMMENDATION:
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: N/A
Item No. 3
Anna
Community Development
Corporation Agenda Staff Report
AGENDA SUBJECT: Innovation and Pledge.
6YIJ,1[u I113'A
STAFF RECOMMENDATION:
Staff Contact: Jessica Perkins
Exhibits: _ Yes X No
Item No. 4
Anna
Community Development
Corporation Agenda Staff Report
Meeting: February 3, 2011 Staff Contact: Jessica Perkins
Budgeted Amount: n/a Exhibits: _X—Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding a resolution to submit the
restated certificate of incorporation to the Secretary of State.
SUMMARY: The attached restated certificate of incorporation has been approved by
the City Council. The restated certificate of incorporation is necessary to reflect the
CDC's purpose as stated in our request for 501 c (3) tax exempt status.
STAFF RECOMMENDATION: Staff recommends you adopt the resolution.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
APPROVING THE SUBMISSION OF THE RESTATED CERTIFICATE OF FORMATION TO
THE SECRETARY OF STATE
WHEREAS, Local Government Code § 501.301 requires the Anna Community Development
Corporation ("CDC") to seek authorization to amended their Certificate of Formation from the
governing body; and
WHEREAS, on December 16, 2010 the Anna Community Development Corporation ("CDC")
passed a resolution approving a Restated Certificate of Formation, subject to approval by the
City Council; and
WHEREAS, on January 25, 2011 the Anna City Council passed a resolution approving the
amended Certificate of Formation; and
WHEREAS, the CDC has determined that said Restated Certificate of Formation should
be submitted to the Secretary of State.
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. Authorization to Submit Amendments of the CDC's Certificate of Formation.
a� o '(p-xu S Se< t i zv7 a� p�+c e of
The CDC Board of Directors hereby authorizes submitted the Anna Community Development
Corporation Restated Certificate of Formation as set forth in Exhibit A, attached hereto and
incorporated herein for all purposes as if set forth in full. The Board further authorizes its Chief
Administrative Officer to complete and submit all forms and fees necessary to file the Restate
Certificate of Formation with the Secretary of State's Office.
PASSED AND APPROVED by the Anna Community Development Corporation on this the
day of 12010.
APPROVED: ATTEST:
Sandra Delgado, CDC President
Sherilyn Godfrey, CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
EXHIBIT A
Restated Certificate of Formation of
Anna Community Development Corporation
ARTICLE ONE
The name of the corporation is Anna Community Development Corporation.
ARTICLE TWO
The corporation shall be managed by its directors and operate under bylaws as a
nonprofit Texas corporation.
ARTICLE THREE
The period of its duration is perpetual.
ARTICLE FOUR
The corporation is organized exclusively for charitable, religious, educational, and/or
scientific purposes under Internal Revenue Code section 501(c)(3) or corresponding section of
any future federal tax code, and is governed under Texas Local Government Code Chapter 505.
The purpose of the corporation is to assume to a material extent what otherwise might be
an obligation or duty of the City of Anna, Texas, a municipality and political subdivision of the
State of the Texas, by promoting and assisting with the development of industrial,
manufacturing, and other business enterprises in order to eliminate unemployment and
underemployment, and to promote and encourage employment and the public welfare of, for and
on behalf of the City of Anna, Texas, and to do any and all projects authorized by Texas Local
Government Code Chapters 501, 502 and 505 and other statutes and regulations applicable to a
Type B corporation. In the fulfillment of its purpose, the corporation shall have the power to
provide financing to pay the costs of projects, as defined in the Texas Development Corporation
Act, through the issuance of bonds, notes, and other forms of debt instruments, and to acquire,
maintain, and lease or sell property, and interest therein, all to be done and accomplished on
behalf of the City of Anna, Texas and for its benefit, and to accomplish its public purposes as its
duly constituted authority and public instrumentality pursuant to the Texas Development
Corporation Act and under and within the meaning of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code.
ARTICLE FIVE
The corporation is a non -stock corporation with no members.
ARTICLE SIX
The physical address of its registered office is 111 N. Powell Parkway, Anna, Texas
75409 and the name of its registered agent at that address is Jessica Perkins.
ARTICLE SEVEN
The affairs of the Corporation shall be managed by a board of directors which shall be
composed in its entirety of persons appointed by and serving at the pleasure of the governing
body of the City of Anna, Texas, a municipality and political subdivision of the State of Texas.
The number of directors constituting the Board of Directors is seven, and the names and
addresses of the persons currently serving as directors are:
Sandra Delgado 1309 Ash Street, Anna, Texas 75409
Constance Stump 321 Creekside Drive, Anna, TX 75409
Sherilyn Godfrey 236 Birdbrook Drive, Anna, TX 75409
Gene Bowles 826 Sycamore Street, Anna, TX 75409
Duane Hayes 906 Wildwood Drive, Anna, TX 75409
Bill Olsen 802 Hawthorne Road, Anna, TX 75409
ARTICLE EIGHT
The corporation's internal affairs shall be regulated by a set of bylaws, not inconsistent
with the laws of this State or with this Restated Certificate of Formation, with said bylaws to be
approved by the City Council of the City of Anna, Texas, a municipality and political
subdivision of the State of Texas.
ARTICLE NINE
The corporation is nonprofit, and the corporation's net earnings remaining after payment
of its expenses may not benefit any individual, firm, or corporation, except that if the board of
directors determines that sufficient provision has been made for the full payment of the
corporation's expenses, bonds, and other obligations, any net earnings of the corporation
subsequently accruing shall be paid to the corporation's authorizing unit, the City of Anna,
Texas, a municipality and political subdivision of the State of Texas. If the corporation ever
should be dissolved when it has, or is entitled to, any interest in any funds or property of any
kind, real, personal or mixed, such funds or property or rights thereto shall not be transferred to
private ownership but shall be transferred and delivered—after satisfaction or provision for
satisfaction of debts and claims—to the City of Anna, Texas, a municipality and political
subdivision of the State of Texas. No part of the corporation's activities shall be carrying on
propaganda, or otherwise attempting, to influence legislation, and it shall not participate in, nor
intervene in (including the publishing or distributing of statements), any political campaign on
behalf of or in opposition to any candidate for public office.
The undersigned, Constance Stump, Director, affirms that the person designated as registered
agent has consented to the appointment. The undersigned signs this document subject to the
penalties imposed by law for the submission of a materially false or fraudulent instrument and
certifies under penalty of perjury that the undersigned is authorized to execute the filing
instrument.
Date:
Constance Stump
Meeting: February 3.2011
Item No. 5
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Budgeted Amount: n/a Exhibits: _X—Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding a resolution regarding
amendments to Bylaws.
SUMMARY: The bylaws contain a portion of the language in the Restated Certificate of
Formation. Therefore, the bylaws need to be amended to coincide with the amendments
to the Restated Certificate of Formation.
STAFF RECOMMENDATION: Staff recommends you adopt the resolution.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AMENDING
THE BYLAWS OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION BY
AMENDING ARTICLE I SECTION 1 AND 3
WHEREAS, Article VI, Section 5 of the Anna Community Development Corporation ("CDC")
Bylaws authorizes amendment of the Bylaws, subject to the approval of the City of Anna City
Council; and
WHEREAS, the CDC desires to amend Article I, Section 1 and 3 of 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 CDC'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 and incorporated herein for
all purposes as if set forth in full, subject to legal review and approval by the City of Anna City
Council.
PASSED AND APPROVED by the Anna Community Development Corporation on this the
day of 2011.
APPROVED:
ATTEST:
Sandra Delgado, CDC President Sherilyn Godfrey, CDC Secretary
ANNA CDC RESOLUTION NO. Page 1 of 1
Exhibit A
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 the Texas Non -Profit Corporation Act. 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 Articles of Incorporation of the Corporation (the 'Articles").
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 PerkinsDuaRe'Hayes.
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
t" esits-Restated Articles of Formation, 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 27th 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
Exhibit A
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 H. 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 Articles of
Incorporation, 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
resident of the City 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) A vacancy in any position of Director which occurs by reason of death,
resignation, disqualification, removal, or otherwise, shall be filled as prescribed in
Article II, Section 1. A vacancy in the office of President, Vice President,
Treasurer, Secretary, or Chief Administrative Officer that occurs by reason of
death, resignation, disqualification, removal, or otherwise, shall be filled by
election of the Board.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 2 of 14
Exhibit A
(b) Any Director may resign at any time. Such resignation shall be made in writing,
addressed to the City Manager and 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 with the necessity of written
notice to the Directors at such times and places as shall be designated from time
to time by the Board, provided, however, that a meeting need not be held during
any given month if there is no business before the Board to necessitate a
meeting. Special Meetings of the Board shall be held whenever called by the
President, by a majority of the Directors, by the City Manager, 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. Each agenda of the Board meeting shall contain an item, titled
"Citizen Comment", to allow public comment to be made by the general public
concerning Board related matters, subject to generally applicable time limits if
imposed by the Board. However, no official or formal action or vote may be taken
on any comment made by citizens during Citizen Forum, unless otherwise posted
as an action item. Failure to include a "Citizen Comment' agenda item or to
conduct a "Citizen Comment' session does not invalidate or otherwise affect any
actions taken by the Board.
(c) 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
Exhibit A
(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
Exhibit A
(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.
The Directors, including but not limited to the President, Vice President, Treasurer and
Secretary 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 Articles, 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 Articles, 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 5 of 14
Exhibit A
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 V, 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 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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 6 of 14
Exhibit A
Section 3. Vice President.
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 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 7 of 14
Exhibit A
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 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 designees, 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 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 and submitted to the City Council. The budget shall not
be effective until the same has been approved by the City Council.
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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 8 of 14
Exhibit A
(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:
(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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 9 of 14
Exhibit A
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 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 10 of 14
Exhibit A
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 and are subject to
the following limits: reasonable travel/transportation, lodging, seminar
registration, meals (Breakfast cap $10.00, Lunch cap $15.00, Dinner cap
$20.00; or, in the case of overnight travel total meals cannot exceed $45.00
per day), 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, 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.
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 11 of 14
Exhibit A
(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 Articles, 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 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
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 12 of 14
Exhibit A
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. 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. 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
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 6. 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 Council.
Section 7. Applicability of City Charter, Policies and Procedures.
The City Charter and all duly approved city policies and procedures shall apply directly
to the Corporation and the Board unless such charter, policies or procedures are
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 13 of 14
Exhibit A
superseded by state law or not related to the functions of the Board. The Board has the
prerogative, subject to approval by the City Council, to adopt other policies and
procedures in addition to or in place of those of the City.
Section 8. Effective Date.
These Bylaws, having been adopted by resolution of the Corporation on the 0 day
of FebFua 20 shall be effective upon approval by the City
Council.
APPROVED AND ADOPTED by the Anna Economic Development Corporation
by resolution on the day of 1244-920
ANNA CDC PRESIDENT
ATTEST:
ANNA CDC SECRETARY
ANNA COMMUNITY DEVELOPMENT CORPORATION BYLAWS Page 14 of 14
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: n/a
Item No. 6
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: X_ Yes —No
AGENDA SUBJECT: Consider/Discuss/Action regarding adopting a resolution
regarding a professional services agreement with Tom Terrall.
SUMMARY: Staff would like the CDC and EDC to both be listed on the professional
services agreement with Tom Terrall. Tom's efforts will benefit both corporations and in
order to not exceed our current budget both corporations will need to participate
financially.
STAFF RECOMMENDATION: Staff recommends you adopt the resolution.
ANNA COMMUNITY DEVELOPMENT CORPORATION
RESOLUTION NO.
A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION
AUTHORIZING THE CHIEF ADMINISTRATIVE OFFICER TO ACT ON THE BOARD'S
BEHALF IN EXECTUING A CONTRACT FOR CONSULTING SERVICES TO ASSIST
WITH STRATEGIC PLANNING AND MARKETING
WHEREAS, the Anna Community Development Corporation (the "CDC") desires to
authorize their Chief Administrative Officer to procure the professional consulting
services of Tom Terrall, Jr. for strategic economic development planning and marketing,
WHEREAS, the CDC has determined that the above -referenced services are in the best
interests of the CDC and will promote economic development in the City of Anna; and
NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY
DEVELOPMENT CORPORATION, THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authority to Execute Consulting Services Agreement
The Board of Directors of the Anna Community Development Corporation authorizes
the Chief Administrative Officer to execute, on behalf of the CDC, and subject to
approval of the form and content by the CDC's legal counsel and final approval by the
city of Anna City Council, a contract with Tom Terrall, Jr. for professional consulting
services at the rate of $50/hour plus fees and other expense, but not to exceed $13,170
without further Board approval—and with the condition that Mr. Terrall presents a
quarterly report regarding strategic planning and marketing, said authority to include
execution of all necessary documents to consummate the business relationship with
said consultant.
PASSED AND APPROVED by the Anna Community Development Corporation this
day of 2011.
APPROVED:
ATTEST:
Sandra Delgado, CDC President Sherilyn Godfrey, CDC Secretary
CDC OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1
PROFESSIONAL SERVICES AGREEMENT
FOR REPRESENTATION AND RECRUITMENT
THIS AGREEMENT is effective as of the _ day of January, 2011, and made and entered
into by and between the Anna Economic Development Corporation and the Anna Community
Development Corporation, with its principal offices at 111 North Powell Parkway, Anna, Collin County,
Texas 75409, hereinafter called "AEDC" and "ACDC" and Tom Terrell with his principal office at 7701
Owl Creek Lane, McKinney, Collin County, Texas 75070, hereinafter called "CONSULTANT," acting
herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained, the
parties hereto do mutually agree as follows:
ARTICLE 1
EMPLOYMENT OF CONSULTANT
AEDC and ACDC hereby contracts with CONSULTANT, who shall at all times act only in the
capacity of an independent contractor, and CONSULTANT hereby agrees to perform the services
described herein in connection with the services rendered under this Agreement, with diligence and in
accordance with the highest professional standards customarily applicable to such services in the State
of Texas. The professional services set out herein are in connection with the following described scope:
The scope of work is specifically set forth in the attached Exhibit A and is generally described
as the CONSULTANT providing the AEDC and the ACDC with representation at events and
conventions organized by regional and national associations at which persons and businesses in the
commercial and economic development field gather and exchange information, with CONSULTANT'S
goal being to identify development opportunities and attempt to recruit businesses or developers for
projects that are appropriate, beneficial, and which would promote the expansion of business and new
economic development within the community in and near the City of Anna, Texas. The effectiveness of
this Agreement is subject to the approval of same by the City of Anna, Texas City Council.
ARTICLE 2
SCOPE OF SERVICES
For the agreed-upon "not to exceed" amount of compensation set forth In Article 4 of this
Agreement, CONSULTANT shall perform the services set forth in Exhibit A (Scope of Services —
Representation/Business Recruitment)
ARTICLE 3
SCHEDULE AND PERIOD OF SERVICE
This Agreement shall become effective as of the date first written above and shall remain in
force for the period which may reasonably be required for the completion of the services rendered
under this Agreement during the 2011 calendar year.
ARTICLE 4
COMPENSATION
A. COMPENSATION TERMS: For and in consideration of the professional services to be
performed by CONSULTANT under this Agreement AEDC and/or ACDC agrees to pay
CONSULTANT at the rate of $50.00 per hour, plus reasonable out-of-pocket expenses, travel
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 1 of 6
expenses, membership dues, and membership meeting fees, up to the "not -to -exceed" amount
of $13,170 as set forth in more detail in Table 1 of the attached Exhibit A. AEDC and/or ACDC
further agrees to assume and pay for CONSULTANT's reasonable out-of-pocket expenditures
incurred in connection with the scope of work as set forth in more detail in the attached Exhibit
A.
B. BILLING AND PAYMENT: Full payment to CONSULTANT will be made within 30 days of
receipt of a detailed invoice rendered to and approved by AEDC and/or ACDC Its Chief
Administrative Officer.
Nothing contained in this Article shall require AEDC and ACDC to pay for any work which is
unsatisfactory, as reasonably determined by the Chief Administrative Officer for the AEDC and
ACor which is not submitted in compliance with the terms of this Agreement. AEDC and Deletes: Anne Econanic
DC
ACDC shall not be required to make any payment to CONSULTANT when CONSULTANT is in Development Corporation
default under this Agreement.
C. PAYMENT: If AEDC and/or ACDC fails to make payment due CONSULTANT for services and
expenses within 30 days after receipt of CONSULTANT's undisputed statement thereof, the
amounts due CONSULTANT will be increased by the rate of one five percent (5%) per month
from the said 3& day, however, nothing herein shall require AEDC and/or ACDC to pay the late
charge of five percent (5%) set forth herein if AEDC reasonably determines that the work is
unsatisfactory, in accordance with this Article 4.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by CONSULTANT pursuant to this Agreement shall
become the property of AEDC and ACDC upon the termination of this Agreement. CONSULTANT is
entitled to retain copies of all such documents.
ARTICLE 6
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to AEDC and ACDC as an independent contractor, not as
an employee of the AEDC or ACDC. CONSULTANT is not an employee of AEDC or ACDC and shall
not have or claim any right arising from employee status. AEDC and ACDC shall not control the means,
methods, sequences, procedures, or techniques utilized by CONSULTANT to perform work or services
under this Agreement. While it is expected that CONSULTANT will foster relationships with business
and development interests on behalf of the AEDC and ACDC and will discuss and present potential
opportunities for projects and ventures to the AEDC and ACDC and to third parties who may ultimately
enter into agreements with the AEDC and/or ACDC, it is understood and acknowledged that
CONSULTANT's representation of the AEDC and ACDC does not include the authority to enter into
agreements on behalf of—or bind, contractually or otherwise—the AEDC or ACDC with any third
parties, and that the authority to enter into any legally binding obligation remain exclusively with the
AEDC and ACDC Board of Directors, and, as applicable, the City Council of the City of Anna, Texas.
ARTICLE 7
INDEMNITY AGREEMENT
CONSULTANT shall indemnify, defend, and save and hold harmless AEDC and ACDC and its
officers, agents, and employees from and against any and all liability, claims, demands, damages,
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 2 of 6
losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by
the AEDC and ACDC, that is caused by or results from an act of negligence, Intentional tort, intellectual
property infringement, or failure to pay a subcontractor or supplier committed by the CONSULTANT or
the CONSULTANT'S agent, another consultant under contract, or another entity over which the
CONSULTANT exercises control. Nothing in this Agreement shall be construed to create a liability to
any person who is not a party to this Agreement, and nothing herein shall waive any of the parties'
defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to
this Agreement, including the defense of governmental immunity, which defenses are hereby expressly
reserved.
ARTICLE 8
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by providing
30 -days advance written notice to the other party.
B. If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services and shall render an invoice for services to
AEDC and/or ACDC within 30 days after the date of termination. AEDC and/or ACDC shall pay
CONSULTANT for all services properly rendered and satisfactorily performed and for
reimbursable expenses to termination incurred prior to the date of termination, in accordance
with Article 4 "Compensation." Should AEDC and/or ACDC subsequently contract with a new
consultant for the continuation of services described under this Agreement, CONSULTANT shall
cooperate in providing information. CONSULTANT shall turn over all documents prepared or
furnished by CONSULTANT pursuant to this Agreement to AEDC and ACDC on or before the
date of termination, but may maintain copies of such documents for its use.
ARTICLE 9
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States mail to
the address shown below, certified mail, return receipt requested, unless otherwise specified herein.
Mailed notices shall be deemed communicated as of three days after mailing:
To CONSULTANT: To AEDC:
Terrell & Associates Anna Economic Development Corp.
c/o Tom Terrell clo EDC Chief Administrative Officer
7701 Owl Creek Lane P.O. Box 776
McKinney, Texas 75070 Anna, Texas 75409
To CONSULTANT: To ACDC:
Terrell & Associates Anna Community Develooment Coro.
c/o Tom Terrell Go CDC Chief Administrative Officer
7701 Owl Creek Lane P.O. Box 776
McKinney, Texas 75070 Anna, Texas 75409
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or
within three days after mailing, whichever occurs first.
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 3 of 6
ARTICLE 10
ENTIRE AGREEMENT
This Agreement constitutes the complete and final expression of the agreement of the parties,
and is intended as a complete and exclusive statement of the terms of their agreements, and
supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions,
communications, and agreements which may have been made in connection with the subject matter
hereof.
ARTICLE 11
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be
invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and
shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this
Agreement to replace such stricken provision with a valid and enforceable provision which comes as
close as possible to expressing the intention of the stricken provision.
ARTICLE 12
COMPLIANCE WITH LAWS
CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and
ordinances applicable to the work covered hereunder as they may now read or hereinafter be
amended.
ARTICLE 13
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate against
any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap.
ARTICLE 14
PERSONNEL
A. CONSULTANT represents that it has or will secure, at its own expense, all personnel required
to perform all the services required under this Agreement. Such personnel shall not be
employees or officers of, or have any contractual relations with AEDC and ACDC.
CONSULTANT shall inform AEDC and ACDC of any conflict of interest or potential conflict of
interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by CONSULTANT or under its supervision. All
personnel engaged in work shall be qualified, and shall be authorized and permitted under state
and local laws to perform such services.
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 4 of 6
ARTICLE 15
ASSIGNABILITY
CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any
interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written
consent of AEDC and ACDC.
ARTICLE 16
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged therewith, and
no evidence of any waiver or modification shall be offered or received in evidence in any proceeding
arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the
parties hereunder, and unless such waiver or modification is in writing and duly executed; and the
parties further agree that the provisions of this section will not be waived unless as set forth herein.
ARTICLE 17
MISCELLANEOUS
A. At the conclusion of this project Consultant shall, at the written request of the AEDC and/or
ACDC, provide the AEDC and/or ACDC with a copy of any and all documents that Consultant
used to perform the services set forth in this agreement.
B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Collin County, - tDeleted: peril
-- - - - - - - it -- -
Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. l
C. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable
dispatch, in a sound, economical, and efficient manner and in accordance with the provisions
hereof. In accomplishing the services under this Agreement, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with related
work being carried on by AEDC and/or ACDC.
D. AEDC and ACDC shall assist CONSULTANT by placing at CONSULTANT's disposal all
available information pertinent to the services performed hereunder, including previous reports,
any other data relative to the said services, and arranging for the access thereto, and make all
provisions for CONSULTANT to enter in or upon public and private property as required for
CONSULTANT to perform services under this Agreement. Such written and tangible material
has been furnished to the Consultant only in order to make complete disclosure of such material
as being in the possession of the AFDC and ACDC and for no other purpose. By furnishing
such material, the AEDC and ACDC does not represent, warrant, or guarantee its accuracy
either in whole, In part, implicitly or explicitly, or at all.
E. CONSULTANT shall at all times maintain AEDC'S and ACDC's confidential or proprietary
information in confidence and shall disclose same to third parties only as specifically instructed
by AEDC and ACDC. Any disclosure of privileged or confidential information by AEDC and/or
ACDC to CONSULTANT is in furtherance of AEDC's and/or ACDC's purposes and is not
intended to and does not waive any privileges that may exist with regard to such information.
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 5 of 6
The captions of this Agreement are for informational purposes only, and shall not in any way
affect the substantive terms or conditions of this Agreement.
IN WITNESS HEREOF, the AEDC and ACDC has caused this Agreement to be executed by its
duly authorized representative, and CONSULTANT has executed this Agreement to be effective as set
forth earlier in this Agreement.
Anna Economic Development Corporation
By: Jessica Perkins, Chief Administrative Officer
Tom Terrell
PROFESSIONAL SERVICES AGREEMENT FOR REPRESENTATION AND RECRUITMENT
Page 6 of 6
■I
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: n/a
Item No. 7
Anna
Community Development
Corporation Agenda Staff Report
AGENDA SUBJECT: CLOSED SESSION (exceptions):
Staff Contact: Jessica Perkins
Exhibits: _Yes X_No
a. Deliberate regarding the purchase, exchange, lease or value of real
property. (Tex. Gov't Code §551.072);
b. Consult with legal counsel on matters in which the duty of the attorney to the
governmental body under the Texas Disciplinary Rules of Professional Conduct
of the State Bar of Texas clearly conflicts with Chapter 551 of the Government
Code (Tex. Gov't Code §551.071);
c. Discuss or deliberate Economic Development Negotiations:
(1) To discuss or deliberate regarding commercial or financial information
that the Board of Directors has received from a business prospect that the
Board of Directors seeks to have locate, stay, or expand in or near the
territory of the City of Anna and with which the Board is conducting
economic development negotiations; or
(2) To deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code §551.087)
SUMMARY: n/a
STAFF RECOMMENDATION: n/a
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: n/a
Item No. 8
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: _X—Yes No
AGENDA SUBJECT: Review of bills and fiscal year 2010-11 budget.
SUMMARY: n/a
STAFF RECOMMENDATION: n/a
COMMUNITY
DEVELOPMENT
CORPORATION
Meeting: February 3, 2011
Budgeted Amount: n/a
Item No. 9
Anna
Community Development
Corporation Agenda Staff Report
Staff Contact: Jessica Perkins
Exhibits: _X—Yes No
AGENDA SUBJECT: Consider/Discuss/Action regarding approving the regular
meeting minutes from November 4, 2010 and .January 13, 2011.
SUMMARY: n/a
STAFF RECOMMENDATION: n/a
Meeting: February 3, 2011
Budgeted Amount: n/a
AGENDA SUBJECT: Adjourn.
SUMMARY: n/a
Item No. 10
Anna
Community Development
Corporation Agenda Staff Report
STAFF RECOMMENDATION: n/a
Staff Contact: Jessica Perkins
Exhibits: Yes X No