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HomeMy WebLinkAboutCDCpkt2011-02-03DEVELOPMENT CORPORATION V/ February 3, 2011 Meeting Packet r 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