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HomeMy WebLinkAboutCDCpkt2016-09-29 Special MeetingCORPORATION September 29, 2016 Meeting Packet SPECIAL MEETING AGENDA ANNA COMMUNITY DEVELOPMENT CORPORATION September 29, 2016 at 5:00 p.m.' j ANNA CITY HALL ADMINISTRATION BUILDING, COMMUNITY 111 N. POWELL PKWY., ANNA, TEXAS DEVELOPMENT CORPORATION The Anna Community Development Corporation will conduct a meeting at 5:00 p.m.' on September 29, 2016, at the Anna City Hall Administration Building, 111 N. Powell Parkway, to consider the following items: 1. Call to Order. >iiS M 2. Roll Call and Establishment of Quorum. n /� 10070 r + 3. Invocation and Pledge. 4. Consider/Discuss/Action adopting a resolution approving the budget for fiscal year 2016-2017 bu get. I / 5. Consider/Discuss/Action adopting a resolution approving a sponsorship agreement with the -Greater An9r�a Chamber of Commerce. // c 1 . 01",1(,1 _k dk . 6. CLOSED SESSION (exceptions): 44- l/- a. Deliberate regarding the purchase, exchange, lease or value of real X,,�Z 9 9 p 9 property. (Tex. Gov't Code §551,072) land purchase. b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); 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 concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Ad. 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); land; RLF program. 7. Consider/Discuss/Action adopting a resolution approving a line of credit project with Simply FIQpr It, LLC and directing public notice. 8. Update on Natural Springs Park Project. 9. Consider/scuss/Action regarding minutes fromAugust 4, 2016. 10. Adjou A—L V"-` c° C This is to cer6#y thatIca Perkins Chief Admiriistfative Officer, nos Jthis age11zi0 a"( at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on September 26, 2016. ,l,Ccl. �Zti� Je sl a Perkins, l Administrative Officer IMPORTANT LEGAL NOTICE: The Corporation may vote andlor act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act, Disabled persons who want to attend this meeting and who may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. DEVELOPMENT CORPORATION Meeting: September 1, 2016 Staff Contact: Jessica Perkins Item No. Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Consider/Discuss/Action adopting a resolution approving the budget for fiscal year 2016-2017 budget. SUMMARY: The City Council has reviewed and approved the proposed budget. STAFF RECOMMENDATION: Staff recommends you approve. 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A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION ADOPTING THE FY 2016-2017 FISCAL YEAR BUDGET WHEREAS, to be effective October 1, 2016, the Anna Community Development Corporation (the "CDC') and subject to approval of the City of Anna City Council, the Board of directors of the CDC desires to approve and adopt the CDC budget for the 2016-17 fiscal year; NOW THEREFORE, BE IT RESOLVED BY THE ANNA COMMUNITY DEVELOPMENT CORPORATION, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Adoption of Fiscal Year 2016-17 Budget The CDC Board of Directors hereby approves adopting the Anna Community Development Corporation 2016-2017 fiscal year budget as set forth in Exhibit A, attached hereto and incorporated herein for all purposes as if set forth in full, subject to approval by the City of Anna City Council. PASSED AND APPROVED by the Anna Community Development Corporation this day of 2016. APPROVED: John Houcek, CDC President ATTEST: Sherilyn Godfrey, CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1 DEVELOPMENT CORPORATION Meeting: September 1, 2016 Staff Contact: Jessica Perkins Item No. 0 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Consider/Discuss/Action adopting a resolution approving a sponsorship agreement with the Greater Anna Chamber of Commerce. SUMMARY: The corporations have historically supported the annual events of the GACC. For the past several years the Corporations have entered into a fiscal year agreement for sponsorship. The annual agreement has allowed for better planning and budgeting. This year with the possible change due to the sales tax proposition, staff is recommending doing a sponsorship agreement for the remainder of the calendar year at this time. The total amount of sponsorship being requested at this time is for Glow Fest = $8000 and the Christmas Parade =$25994 • "=- STAFF RECOMMENDATION: Staff recommends you approve. Exhibit A AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2016 THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made by and between the Anna Community Development Corporation ("CDC"), and the Greater Anna Chamber of Commerce, Inc. ("GACC") and entered into on this day of 2016. Section 1. Summary For the remainder of CDC's 2016 calendar year, the CDC hereby promises to make certain payments to the GACC to sponsor certain GACC events that GACC promises will promote the CDC and the growth and the development of the City. The amount of each payment is specified under this Agreement for each corresponding GACC event. Each payment is to be provided to the GACC prior to each event, but is contingent upon GACC providing a letter of intent to organize and hold the corresponding event and meet the corresponding benchmarks set forth herein, as well as to adequately promote the CDC and the City. Section 2. Definitions For purposes of this Agreement, the following meanings shall apply: (a) City shall mean the City of Anna, Texas. (b) CDC shall mean the Anna Community Development Corporation, a Texas nonprofit corporation. (c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas nonprofit corporation. (d) Sponsor shall mean a person or corporation that pays or provides something of value to the GACC in connection with a GACC event in exchange for GACC providing promotional marketing or any other benefits associated with the GACC event. (e) Sponsorship Benefits shall mean at least that amount of sponsorship designation, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, public relations benefits and all other benefits listed in this Agreement and/or otherwise available that would promote the CDC to an extent equal to or greater than any other Sponsor of the GACC event in question. In other words, Sponsorship Benefits shall provide the CDC with at least "equal billing" compared with any other Sponsor and shall provide the highest level of promotional or other benefits made available or provided to any other Sponsor, regardless of the amounts paid by the CDC as compared with other Sponsor Designation includes and shall mean: AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 1 OF 8 Exhibit A (1) the CDC shall be named as a Sponsor of the GACC event, that the CDC may use the same designation in all GACC-approved advertising, merchandising and promotions; and (2) the CDC shall have first right of refusal as a Sponsor of any subsequent events arising out of any of the GACC events in future years. Section 3. General Requirements 3.01 Letter of Intent The GACC agrees to provide to the CDC a letter of intent thirty (30) days prior to each event and prior to the CDC's payment to GACC of any funds for such event. The letter of intent will be drafted on a standard form attached as "Exhibit A", and incorporated herein as if set forth in full. The letter of intent shall include a promise by the GACC to organize and hold the specific event setting forth its purpose and goals including the benchmark provisions set forth in this Agreement and shall constitute further binding contractual responsibilities of the GACC to attain those benchmarks and adequately promote the CDC. The letter of intent for any given event may set forth a different amount requested to be paid by the CDC than the amount estimated for such event as set forth in Section 4 of this Agreement. 3.02 Sponsorship Benefits The GACC agrees to furnish all materials, equipment, tools and other items necessary to provide Sponsorship Benefits to the CDC, and, in addition, all Sponsor Designations, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, and all other public relations and promotional benefits as further described in this Agreement under each specific event. Advertising in print and broadcast media includes the CDC's identification as Sponsor on all print advertising secured promoting the GACC event. All such advertising shall reference the CDC as: The City of Anna Community Development Corporation. Marketing materials and opportunities, onsite signage and marketing, and public relations benefits will be provided for under each specific event in this Agreement. Section 4. GACC Events The GACC and CDC anticipate CDC sponsorship of the following events and provides specific terms of compensation, Sponsorship Benefits, goals and benchmarks to gauge promotional impact: 4.01 Glowfest Name/Purpose: Glowfest 2016, Community Fall Festival AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 2 OF 8 Exhibit A Date, Time, Location of Event: All Day on Saturday, October 29, 2016 at Slayter Creek Park (and surrounding private property) Estimated Compensation amount: $8,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration form; listed as "Platinum Level" sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide approximate headcount of attendees' and geographic locations where attendees reside. 4.02 2015 Christmas Parade and Winter Wonderfest Name/Purpose: 2016 Christmas Parade and Winter Wonderfest- Community Festival and Parade Date, Time, Location of Event: All Day on Saturday, December 10, 2016, parade route Estimated Compensation amount: $3,000.00 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration forms; listed as sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide a count or list of float participation. Section 5. Compensation In consideration of the performance of GACC's obligations under this Agreement, including the provision of Sponsorship Benefits described herein, the CDC agrees to pay the GACC the total amount of compensation of ($11,000) for the remainder of the CDC's calendar year 2016, subject to the conditions set forth in this Agreement. Before the CDC shall have any obligation to make any payment to GACC with respect to any given event described in Section 4 of this Agreement, the GACC must timely provide the CDC with a letter of intent—signed by a GACC representative authorized to contractually bind the GACC—as described in Section 3.01 of this Agreement and the GACC must submit said letter of intent to the CDC before the applicable deadline for such event as set forth in Section 4 of this Agreement. The total ($11,000) amount of compensation shall be made in separate payments with the amount of each payment being determined by the CDC by electing one of the two following options per GACC event: (1) the estimated compensation amount set forth in Section 4 of this Agreement; or (2) a different amount requested by GACC that is set forth in the letter of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A. If the CDC decides to honor any GACC request for a different amount than what is set AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 3 OF 8 Exhibit A forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter the amount of payments it makes with respect to any remaining events so that its overall compensation paid to the Chamber under this Agreement does not exceed $11,000 during the CDC's remainder of calendar year 2016. The GACC shall provide the CDC with a written receipt. Section 6. Licenses and Permits The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any other costs required for any of the GACC events and to fulfill this Agreement. The GACC shall take all reasonable steps necessary to ensure that all state, federal, and local permitting and licensing requirements are met at all times during all GACC events. The GACC must comply with all federal and state laws, and local ordinances while organizing and participating in the GACC events. Section 7. Independent Contractor Status/ Liability/ Indemnity It is expressly understood and agreed that the CDC has no right of control, supervision, or direction over any work performed by the GACC relating in any way to the GACC's undertaking of any of its events (the "Work"), including but not limited to its employees, agents, contractors, or its subcontractors, nor does the CDC have any control, supervision or direction of the means, methods, sequences, procedures, and techniques utilized to complete any of the Work. There shall be no joint control over the Work. The GACC agrees to fully defend, indemnify and hold harmless the CDC from any claim, proceeding, cause of action, judgment, penalty, or any other cost or expense arising or growing out of, associated or in connection with the Work. The indemnification includes, but is not limited to, attorney fees incurred by the CDC in defending itself or in enforcing this Agreement. By entering into this Agreement, GACC waives all rights and remedies in law or in equity except to seek enforcement of specific performance, without any right to reimbursement of costs or attorney fees, of the obligations under this Agreement. This provision is not intended to and does not waive any of the CDC's governmental immunities, including immunity from suit and liability. Section 6. Insurance GACC shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in conjunction with the performance of the Work or in any way related to the GACC's undertakings performed in connection with the GACC events, including but not limited to coverage for GACC, its agents, representatives, employees, contractors, or subcontractors. The form and limits of such insurance, together with the underwriter thereof in each case, must be acceptable to the CDC but regardless of such acceptance it shall be the responsibility of the GACC to maintain adequate insurance coverage at all times. Failure of the GACC to maintain adequate coverage shall not relieve the GACC of any contractual responsibility or obligation. Each policy shall AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 4 OF 8 Exhibit A provide that there will be no alteration or modification which reduces coverage in any way prior to 30 days written notice being given to the CDC. A copy of each policy, or at the CDC's discretion, a certificate of insurance, shall be filed with the CDC Secretary. Section 9. Default 9.01 Events of Default The occurrence, at any time during the term of the Agreement, of any one or more of the following events, shall constitute an Event of Default under this Agreement: (a) the failure of GACC to timely provide the CDC with a properly executed letter of intent in accordance with the terms of this Agreement prior to each event; (b) the failure of the GACC event to occur on the scheduled date, or—if the event cannot occur on the originally scheduled date due to inclement weather—the failure of the GACC event to be rescheduled and occur in accordance with Section 18 of this Agreement; (c) the failure of GACC to provide the CDC with all Sponsorship Benefits enumerated in this Agreement for each event; (d) the failure of GACC to meet each promotional benchmark requirement; (e) the failure of the CDC to pay the GACC according to the compensation terms of each event when such payment may become due; and (f) the CDC's or GACC's breach or violation of any of the material terms, covenants, representations or warranties contained herein or GACC's failure to perform any material obligation contained herein. 9.02 Uncured Events of Default Upon the occurrence of an Event of Default by CDC that can be cured by the immediate payment of money to GACC, CDC shall have 10 calendar days from receipt of written notice from GACC of an occurrence of such Event of Default to cure same before GACC may exercise any of its remedies as set forth in this Agreement. Upon the occurrence of an Event of Default by GACC that does not include the failure to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10 calendar days from receipt of written notice from CDC of an occurrence of such Event of Default to cure same, or, if same cannot be effectively cured within 10 calendar days and fully and effectively provide CDC with the Sponsorship Benefits, the default may be cured by refunding CDC's entire sponsorship fee, unless such Event of Default creates or contributes to an emergency situation in which injury to persons or property reasonably appears imminent, in which case CDC is immediately entitled to AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 5 OF 8 Exhibit A exercise or seek all rights available to it at law or in equity. If with respect to any given event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a deadline or a failure described in Section 9.01(b), the CDC shall be entitled to a full refund of any amounts paid by the CDC to GACC for such event. Section 10. Amendment; Termination This Agreement may not be amended except pursuant to a written instrument signed by both parties. This Agreement shall terminate once both parties shall have completed performance of their respective obligations hereunder. Section 11. Notice Notice as required by this Agreement shall be in writing delivered to the parties via postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed below: Q CDC President Anna Community Development Corporation 111 N. Powell Parkway Anna, Texas 75409 GACC GACC Director Greater Anna Chamber of Commerce 218 W. 41" Street, Suite C Anna, Texas 75409 Each party shall notify the other in writing within 10 days of any change in the address information listed in this section. Section 12. No Waiver of Immunity Nothing in this Agreement waives any governmental immunity available to the CDC under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Section 13. Entire Agreement This Agreement represents the entire and integrated Agreement between CDC and GACC and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Section 14. Governing Law and Venue This Agreement shall be governed by the laws of the State of Texas as to interpretation and performance. Any and all legal action necessary to enforce this AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 6 OF 8 Exhibit A Agreement shall be brought in a court of competent jurisdiction in Collin County, Texas or in the United States District Court for the Eastern District of Texas, Sherman Division. Section 15. Severability The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. Section 16. Contract Interpretation This Agreement is the result of negotiation between the parties, and shall, in the event of any dispute over the meaning or application of any portion thereof, be interpreted fairly and reasonably, and not to be more strictly construed against one party than another, regardless of which party originally drafted the section in dispute. Time is of the essence with respect to the deadlines set forth in this Agreement. Section 17. Force Majeure If a party is prevented or delayed from performing any of its obligations hereunder due to a natural or manmade event or condition not caused by such party and beyond such party's reasonable control, then such party's performance of those obligations shall be suspended until such time as the event or condition no longer prevents or delays performance. If any event or condition results in the creation of amounts of refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be bound to conclude, terms and conditions for collection of those excess amounts. Section 18. Inclement Weather If the GACC cannot reasonably proceed with an event due to inclement weather, then the GACC shall reschedule the event so that it occurs in reasonably close temporal proximity to the original date scheduled for the event. A failure to so reschedule and hold the event is a material breach of this Agreement. Section 19. Assignment It is understood and agreed that GACC shall not assign, sublet, or transfer any of the rights and duties under the terms of this Agreement without the prior written approval of the CDC. AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 7 OF 8 Exhibit A Section 20. Effective Date This Agreement shall be effective upon the date first stated herein, and performance of such Agreement shall begin as soon thereafter as practicable. IN WITNESS WHEREOF, CDC and GACC have executed this Agreement. A Kevin Hall Greater Anna Chamber of Commerce John Houcek CDC President AGREEMENT FOR SPONSORSHIP COMMITMENT 2016 PAGE 8 OF 8 ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION AUTHORZING THE CHIEF ADMINISTRATIVE OFFICER TO SIGN AN AGREEMENT WITH THE GREATER ANNA CHAMBER OF COMMERCE WHEREAS, the Anna Community Development Corporation (the "CDC") wishes to expend funds in support the efforts of the Chamber; and WHEREAS, the CDC believes that funding the Chamber is a necessary promotional expense for the CDC and the Anna community; and WHEREAS, the CDC intends that said funds be used solely for the events outlined in Exhibit A, insurance coverage, and permits necessary for the events; 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. Approval of Agreement The CDC hereby authorizes the Chief Administrative Officer to sign an agreement with Greater Anna Chamber of Commerce attached hereto as EXHIBIT A. Section 3. Approval of Funding The CDC hereby authorizes the Chief Administrative Officer to charge the CDC's promotional account in accordance with the procedures outlined in EXHIBIT A. PASSED AND APPROVED by the Anna Community Development Corporation this day of APPROVED: John Houcek, CDC President 2016. ATTEST: Sherilyn Godfrey, CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO._ PAGE 1 OF 1 COMMUNITY DEVELOPMENT CORPORATION Meeting: September 1, 2016 Staff Contact: Jessica Perkins Item No. b :1J_ e Community Development Corporation Agenda Staff Report AGENDA SUBJECT: CLOSED SESSION (exceptions): a. Deliberate regarding the purchase, exchange, lease or value of real property. (Tex. Gov't Code §551.072) possible property acquisition; possible land sale/purchase; b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); 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) land; Simply Floor It. SUMMARY: n/a STAFF RECOMMENDATION: n/a COMMUNITY DEVELOPMENT CORPORATION Meeting: September 29, 2016 Staff Contact: Jessica Perkins Item No. 7 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Consider/Discuss/Action adopting a resolution approving a line of credit project with Simply Floor It, LLC and directing public notice. SUMMARY: The CDC has an applicant for the RLF (revolving loan fund) program. The company is Simply Floor It. The owner Andrea Henry, has been in the commercial flooring business for many years and is interested in opening a showroom in Anna. Ms. Henry is working with Luigi Carleo, owner of Santa Anna business, on finishing out some retail space. Ms. Henry is requesting a $50,000 loan to assist with cost associated with finishing out the showroom, hiring staff, and expanding her floor business in the residential arena. Her loan agreement has a provision that if Ms. Henry hires 3 employees and contributes $10,000 in sales tax revenue over the next 2 years her debt will be paid for her by the corporation. STAFF RECOMMENDATION: Staff recommends you approve. LOAN AGREEMENT AND PROMISSORY NOTE THIS LOAN AGREEMENT AND PROMISSORY NOTE (this "Agreement"), is made this _ day of , 2016, by and among SIMPLY FLOOR IT, LLC, a Texas limited liability company (hereinafter known as "BORROWER") and the ANNA COMMUNITY DEVELOPMENT CORPORATION, a corporation under the laws of the State of Texas (hereinafter known as "LENDER"). BORROWER and LENDER shall collectively be known herein as "the Parties". In determining the rights and duties of the Parties under this Agreement, the entire document must be read as a whole. PROMISSORY NOTE FOR VALUE RECEIVED, BORROWER promises to pay to the order of LENDER, the sum of $50,000.00 plus 2% interest per annum, in 36 consecutive monthly installment payments, the first monthly installment payment being due on March 1, 2019 and the last monthly installment payment being due on or before the 1s` day of the 60th month following the Effective Date, as set forth in further detail in the schedule attached hereto as Exhibit A. The first thirty- five monthly payment amounts shall be $ and the final monthly payment amount shall be $ . This Agreement is subject to the additional terms found below. ADDITIONAL LOAN TERMS The BORROWER and LENDER hereby further set forth their rights and obligations to one another under this Agreement and Promissory Note and agree to be legally bound as follows: A. Loan Payment Forgiveness. In the event that BORROWER can prove to LENDER to LENDER'S reasonable satisfaction that as of December 1, 2018 borrower has created three jobs and has generated sales resulting in at least $10,000 in sales and use tax having been collected by the City of Anna, the obligation of BORROWER to pay any sums under this Agreement shall be forgiven and this Agreement shall expire; provided, however, that if BORROWER fails to fully provide such proof to Lender on or before February 28, 2019, then this paragraph shall not apply and BORROWER must pay the sums to LENDER in accordance with this Agreement. Said jobs must be full time job positions held by individuals working in BORROWER'S offices or facilities in Anna, Texas, and all of said sales and use tax must have been generated by sales or use in Anna, Texas. BORROWER shall timely provide, at BORROWER'S expense, detailed proof of the jobs created and sales and use tax paid to the City of Anna in form and substance reasonably satisfactory to LENDER. B. Demand by LENDER. This Agreement is a demand note under which BORROWER is required to repay in full the entire outstanding Loan Balance within 15 days of receiving a written demand from LENDER for full repayment of the Loan Balance. Delivery of written notice by LENDER to BORROWER via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery. For mailing of said notice, LENDER shall use BORROWER'S address as stated below in the portion of this Agreement regarding default. C. Method of Loan Payment. The BORROWER shall make all payments called for under this Agreement by sending check or other negotiable instrument made payable to the following entity at the address indicated here: Anna Community Development Corporation 111 N. Powell Parkway Anna, Texas 75409 LOAN AGREEMENT AND PROMISSORY NOTE Page 1 of 4 BORROW shall deliver all other notices required under this Agreement to LENDER at the above address. If LENDER gives written notice to BORROWER that a different address shall be used for making payments or providing notices under this Agreement, BORROWER shall use the new address so given by LENDER. D. Restriction on dividend payments. Dividends may not be paid that would cause the BORROWER to be unable to meet all of its financial obligations, including payments under this Agreement. E. Limitations on compensation of officers and owners. The BORROWER'S owners and officers may be compensated only to the extent that this compensation does not materially jeopardize the financial strength of the BORROWER or cause the BORROWER to be unable to meet all of its financial obligations. F. Prohibition against assuming liabilities or obligations of others. The BORROWER will not assume the liabilities or obligations of others without prior written consent of the LENDER. G. Restrictions concerning consolidations and mergers. The BORROWER will not undertake any consolidations or mergers without prior written consent of the LENDER, unless any such consolidation or merger is accomplished in accordance with the terms of a certain agreement entered into between the Anna Economic Development Corporation and BORROWER and captioned Economic Development Incentive Grant for Capital Investment Performance Agreement (hereinafter referenced as "EDC Performance Agreement"). H. Limitations on selling the business. The BORROWER will not sell the business without the prior written consent of the LENDER. I. Default. The occurrence of any of the following events shall constitute a Default by the BORROWER of the terms of this Agreement: 1. BORROWER'S failure to pay any amount due as principal or interest on the date required under this Agreement; 2. BORROWER seeks an order of relief under the Federal Bankruptcy laws; 3. BORROWER becomes insolvent; 4. A federal tax lien is filed against the assets of the BORROWER; or, 5. A violation by BORROWER of any of the restrictions, prohibitions or requirements set forth in paragraphs BA., above. J. Additional Provisions Regarding Default: 1. Addressee and Address to which LENDER is to give BORROWER written notice of default: SIMPLY FLOOR IT, Inc. 9981 Slater Creek Rd Anna, Texas 75409 If BORROWER gives written notice to LENDER in accordance with this Agreement that a different address shall be used, LENDER shall use that address for giving notice of default (or any other notice called for herein) to BORROWER. 2. Cure of Default. Upon default, LENDER shall give BORROWER written notice of default. Mailing of written notice by LENDER to BORROWER via U.S. Postal Service Certified Mail shall constitute prima facie evidence of delivery. BORROWER shall have 15 days after receipt of a written notice of default from LENDER to cure said default. In the case of default due solely to BORROWER'S failure to make timely payment as called for in this Agreement, BORROWER may cure the default by making full payment of any principal and accrued interest (including interest on these amounts) LOAN AGREEMENT AND PROMISSORY NOTE Page 2 of 4 whose payment to LENDER is overdue under this Agreement and, also, the late payment fee described below. 3. Fee for Late Payment. There shall also be imposed upon BORROWER a 2% fee for any late payment computed upon the amount of any principal and accrued interest whose payment to LENDER is overdue under this Agreement and for which LENDER has delivered a notice of default to BORROWER. For example, if the Agreement calls for monthly payments of $500 upon the first day of each month and BORROWER fails to make timely payment of said amount, BORROWER (after a default notice is sent by LENDER) shall be liable to LENDER for a penalty of $10 (i.e., $500 x 2%) and, to cure the default, the BORROWER must pay to LENDER the overdue Loan Balance of $500, interest upon the overdue Loan Balance, and a late fee of $10. 4. Acceleration. If the BORROWER fails to cure any default on or before the expiration of the fifteen (15) day cure period that starts on the date BORROWER receives written notice from LENDER that an event of default has occurred under this Agreement, the entire unpaid principal, accrued interest, and late fees under this Agreement shall accelerate and become due and payable immediately. K. Parties that are not individuals. If any Party to this Agreement is other than an individual (i.e., a corporation, a Limited Liability Company, a Partnership, or a Trust), said Party, and the individual signing on behalf of said Party, hereby represents and warrants that all steps and actions have been taken under the entity's governing instruments to authorize the entry into this Agreement. Breach of any representation contained in this paragraph is considered a material breach of this Agreement. L. Integration. This Agreement, including the attachments mentioned in the body as incorporated by reference, sets forth the entire agreement between Parties with regard to the subject matter hereof. All other prior agreements, representations and warranties, express or implied, oral or written, with respect to the subject hereof, are hereby superseded by this Agreement. M. Severability. In the event any provision of this Agreement is deemed to be void, invalid, or unenforceable, that provision shall be severed from the remainder of this Agreement so as not to cause the invalidity or unenforceability of the remainder of this Agreement. All remaining provisions of this Agreement shall then continue in full force and effect. If any provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope and breadth permitted by law. N. Modification. Except as otherwise provided in this document, this Agreement may be modified, superseded, or voided only upon the written and signed agreement of the Parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the agreement contained herein. O. Exclusive Jurisdiction for Suit in Case of Breach. The Parties, by entering into this Agreement, submit to jurisdiction in Collin County, Texas for adjudication of any disputes and/or claims between the Parties under this Agreement. Furthermore, the Parties hereby agree that the courts of Collin County, Texas shall have exclusive jurisdiction and venue over any disputes between the Parties relative to this Agreement, whether said disputes sounds in contract, tort, or other areas of the law. P. State Law. This Agreement shall be interpreted under, and governed by, the laws of the State of Texas. IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing, BORROWER and LENDER affix their signatures hereto. LOAN AGREEMENT AND PROMISSORY NOTE Page 3 of 4 BORROWER SIMPLY FLOOR IT, LLC By: Andrea Means Henry THE STATE OF TEXAS COUNTY OF COLLIN LENDER Anna Community Development Corporation IIn ATTEST: BEFORE ME, a Notary Public in and for the State of Texas, on this day personally appeared Andrea Means Henry known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that she executed same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of Notary Public in and for The State of Texas 2016. LOAN AGREEMENT AND PROMISSORY NOTE Page 4 of 4 EXHIBIT A LOAN REPAYMENT SCHEDULE PAYMENT DUE DATE AMOUNT DUE March 1, 2019 $1,527.77 April 1, 2019 $1,527.77 May 1, 2019 $1,527.77 June 1, 2019 $1,527.77 July 1, 2019 $1,527.77 August 1, 2019 $1,527.77 September 1, 2019 $1,527.77 October 1, 2019 $1,527.77 November 1, 2019 $1,527.77 December 1, 2019 $1,527.77 January 1, 2020 $1,527.77 February 1, 2020 $1,527.77 March 1, 2020 $1,527.77 April 1, 2020 $1,527.77 May 1, 2020 $1,527.77 June 1, 2020 $1,527.77 July 1, 2020 $1,527.77 August 1, 2020 $1,527.77 September 1, 2020 $1,527.77 October 1, 2020 $1,527.77 November 1, 2020 $1,527.77 December 1, 2020 $1,527.77 January 1, 2021 $1,527.77 February 1, 2021 $1,527.77 March 1, 2021 $1,527.77 April 1, 2021 $1,527.77 May 1, 2021 $1,527.77 June 1, 2021 $1,527.77 July 1, 2021 $1,527.77 August 1, 2021 $1,527.77 September 1, 2021 $1,527.77 October 1, 2021 $1,527.77 November 1, 2021 $1,527.77 December 1, 2021 $1,527.77 January 1, 2022 $1,527.77 February 1, 2022 $1,528.05 ANNA COMMUNITY DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION APPROVING A PROJECT TO PROMOTE NEW OR EXPANDED BUSINESS DEVELOPMENT, AUTHORIZING THE EXPENDITURE OF FUNDS FOR THE PROJECT, AND AUTHORIZING THE EXECUTION OF A LINE OF CREDIT TO ADVANCE FUNDS SIMPLY FLOOR IT WHEREAS, the Board of Directors of the Anna Community Development Corporation (the "CDC"), created by the City of Anna, Texas (the "City"), in accordance with Article 5190.6, V.A.T.C.S., Section 4B, and now operating under Texas Local Government Code, Chapter 505 (the "Act"), has determined that it is advisable and in the best interests of the CDC to give notice of the intention of the CDC to undertake the following project(s): one or more expenditures in a total amount not to exceed $50,000 in the form of advances on a letter of credit to one or more entities doing business in or near the city under a contract with the CDC and or Anna Economic Development Corporation ("Recipients") to assist with the Recipients' operating expenses necessary for the purpose of expanding the operations of Recipients' business and the expansion of business development within the city (the "Project"). The Project will be financed from a grant the CDC was awarded by the USDA. The costs of the Project are estimated not to exceed $50,000. WHEREAS, the CDC desires to authorize the expenditure of funds of up to $50,000 under a project line of credit with the Recipient for the funding of the Project, subject to certain conditions as set forth in this resolution; and, WHEREAS, the CDC Board of Directors has investigated and determined that providing the funding for the Project, subject to the aforementioned conditions, is in the CDC's best interest and will promote new and expanded business development in the City; and, WHEREAS, it is hereby officially found and determined that the meeting at which this resolution was passed, was open to the public and public notice of the time, place, and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code; 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. CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 1 OF 2 Section 2. Approval of Project and Authority to Expend Funds and Authority to Execute a Line of Credit The CDC approves the Project and authorizes the expenditure of funds of up to $50,000 in accordance with a line of credit to Simply Floor It, LLC. for the expansion of Recipient's business. The CDC authorizes the CDC President to execute the above - referenced line of credit on the CDC's behalf. Said expenditure by the CDC will be subject to City Council approval by resolution after the City Council gives the resolution at least two separate readings, and subject to approval as to the substance of the line of credits by the CDC's Chief Administrative Officer and approval as to the form of said line of credit by the CDC's legal counsel. Section 3. Form of Notice Attached hereto as Exhibit A is a form of Notice of Project ("Notice"), which shall be published without unnecessary delay after the adoption of this resolution, in substantially the same form and substance as attached hereto. Section 4. Publication of Notice Said Notice shall be published in a newspaper, as defined in Texas Government Code Sec. 2051.044, of general circulation in the area of the City of Anna, Texas. PASSED AND APPROVED by the Anna Community Development Corporation this day of 12016. APPROVED: John Houcek, CDC President ATTEST: Sherilyn Godfrey , CDC Secretary CDC OF ANNA, TEXAS RESOLUTION NO. PAGE 2 OF 2 Exhibit A ANNA COMMUNITY DEVELOPMENT CORPORATION NOTICE OF PROJECT NOTICE IS HEREBY GIVEN that the Anna Community Development Corporation (the "CDC"), a non-profit corporation created pursuant to the Development Corporation Act of 1979, Article 5190.6, Vernon's Texas Civil Statutes, Section 4B, and now operating under Texas Local Government Code, Chapter 505 (the "Act"), intends to make one or more expenditures in a total amount not to exceed $50,000 in the form of advances on a line of credit to one or more entities doing business in or near the city under a contract with the CDC and or Anna Economic Development Corporation ("Recipients") to assist with the Recipients' operating expenses necessary for the purpose of expanding the operations of Recipients' business and the expansion of business development within the city (the "Project"). The Project will be financed from a grant the CDC was awarded by the USDA. The costs of the Project are estimated not to exceed $50,000. EXHIBIT A r41.11=91=111401 Meeting: September 1, 2016 Staff Contact: Jessica Perkins Item No. 9 Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Updated on Natural Springs Park Project. SUMMARY: Earlier this year the CDC approved a purchase for engineering services for parks projects at Naturals Springs Park. The engineer has provided staff with the following: Phase 20 This is the phase we use to create the plans. We had billed $945 in the prior month and $2,835 this month for production. This equates to 40% of the plans being complete. This phase is under the lump sum portion of the contract. Phase R901 This is the phase we use for the field survey. We had previously billed $1,550 for field survey and this month is $620. This phase is an hourly phase as needed only. At this time, I don't see any more field survey time needed for this project. STAFF RECOMMENDATION: n/a DEVELOPMENT CORPORATION Meeting: September 1, 2016 Staff Contact: Jessica Perkins Item No. q Anna Community Development Corporation Agenda Staff Report AGENDA SUBJECT: Consider/Discuss/Action regarding minutes from August 4, 2016. SUMMARY: n/a STAFF RECOMMENDATION: Staff recommends you approve. MINUTES OF REGULAR MEETING OF THE ANNA COMMUNITY DEVELOPMENT CORPORATION Thursday, August 4, 2016 ue�n=� o•r ,r, i_rrr ::CRI'0;1iTiUtd The Anna Community Development Corporation ("CDC") of the City of Anna met at 5:00 p.m.', on Thursday, August 4, 2016, at the Anna City Hall Administration Building, 111 North Powell Parkway (Hwy. 5), Anna, Texas. Call to Order John Houcek, President, called the meeting to order at 5:04 p.m., and after roll call and the establishment of a quorum, the following items were presented to the Directors for their consideration. 2. Roll Call and Establishment of Quorum. Directors in attendance: John Houcek, Connie Stump, Michael Williams, and Doug Hermann were present. Directors in Abstention: Alonzo Tutson, Brent Thomas, and Nate Pike were absent. A quorum was declared present and the floor was open for business. Others in attendance: Clark McCoy, legal counsel for CDC; Jessica Perkins, Chief Administrative Officer; Maurice Schwenke, City Planner, and Sherilyn Godfrey, secretary. Guests: Andre Ayala from First Southwest; Christine Lewis and husband regarding the EDC's potential acquisition of property to be used as a business/industrial park; and Debra K. Pope regarding her business and sharing space with Vision Image. 3. Invocation and Pledge. John Houcek gave the invocation and led the group in the Pledge of Allegiance 4. Public Hearing. For the Board of Directors to hear comments regarding a project and the expenditure of funds for acquiring land in the southern portion of the City, [Type text) '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 Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and 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. 08-04-2016 Reg CDC Meeting — Page - 1 north of the Collin County Outer Loop, to be suitable for industrial or commercial development, in order to sell or lease such land to new or expanding businesses, in order to promote new or expanded business development within and the City. John Houeek read the aforementioned statement into the record. The public hearing was opened at 5:06 p.m. and closed at 5:26 p.m. During that time, Christine Lewis (8108 Red Fox Rd Anna, TX) addressed the Board with her and her husband's concerns regarding the direction of the area's growth, that included truck traffic on Highway 5; the intersection of SH -121 and SH -5; and plans for future residential development. Jessica Perkins addressed the issues. 5. Presentation from First Southwest regarding funding options for proposed land purchase. Andre Ayala with First Southwest reviewed the financing options and necessary procedure to move forward once a placement for the bond is secured. 6. Consider/Discuss/Action adopting a resolution approving a financial advisory agreement with Fist Southwest, a division of Hilltop Services. The City has a standing Agreement with First Southwest to serve as its financial advisor which includes the Boards. However, the Boards have yet to approve a professional services agreement with First Southwest solidifying a business relationship. After some discussion, Connie Stump made a motion to adopt the resolution authorizing the procurement of a professional financial consulting services agreement for financial consulting services with First Southwest, a division of Hilltop Investments, and to execute the said documents) on behalf of CDC, with the approval as to form and content by CDC's legal counsel. The motion was seconded by Michael Williams. Motion passed. 7. Consider/Discuss/Action adopting a resolution amending the current fiscal year budget 2015-2016. After an explanation by Jessica Perkins, Michael Williams made motion to adopt the resolution to amend its approved budget, effective October 1, 2015, to add funds necessary to the contract services and land line items. Doug Hermann seconded the motion. Motion passed. 8. Consider/Discuss/Action adopting a resolution for the purchase of equipment for the park department. '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 Community Development Corporation. IIvIPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and 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. 07-07-2016 Reg CDC Meeting — Page - 2 A truck (3/4 ton), mower, blower, trailer, saw and generator need to be purchased to replace worn out equipment used by the Parks Department. Doug Hermann made a motion to adopt the resolution authorizing the expenditure of funds as outlined in Exhibit "A," and to authorize the Chief Administrative Officer to charge the CDC's capital expenditures line item, not to exceed $55,000. The motion was seconded by Connie Stump. Motion passed. 9. Closed Session. a. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex Gov't Code §551.072). b. Consult with legal counsel on matters in which the duty of the attorney to the government 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); Simply Floor It. Not Necessary. 10. Review of proposed fiscal year 2017 budget. Staff presented the proposed fiscal year budget and answered questions. The budgeted will be adopted in September. 11. Consider/Discuss/Action regarding adopting a resolution of the Board of Directors of the Anna Community Development Corporation directing publication of notice of projects and public hearing or fiscal year 2017. It is standard procedure for CDC Type B corporations to publish notices in the newspaper of intended projects for the upcoming fiscal year to promote better record keeping and to inform the public about the activities of the CDC. Michael Williams made a motion to adopt the resolution directing "Publication of Notice" to be published; and subsequently, public hearings to be held for the Fiscal Year Budget 2016-2017 that will '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 Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and 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. 07-07-2016 Reg CDC Meeting — Page - 3 be financed and/or paid from the proceeds of sales tax revenue and other resources of the Corporation. The motion was seconded by Connie Stump. Motion passed. 12. Consider/Discuss/Action regarding minutes from June 14, 2016, and July 7, 2016. Doug Hermann made a motion to accept the minutes as corrected. The motion was seconded by Michael Williams. Motion passed. 13. Adjourn. Connie Stump made a motion to adjourn the meeting. John Houcek seconded the motion and the meeting adjourned at 6:11 p.m. APPROVED: John Houcek President of CDC ATTESTED: Sherilyn Godfrey Secretary of CDC '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 Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and 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. 07-07-2016 Reg CDC Meeting — Page - 4