The URL can be used to link to this page

02.27.2024 EDC Agenda Packet TOWN OF TROPHY CLUB MEETING AGENDA ECONOMIC DEVELOPMENT CORPORATION 4B 1 Trophy Wood Drive Trophy Club, Texas 76262 February 27, 2024 6:00 PM Council Chambers CALL TO ORDER AND ANNOUNCE A QUORUM PUBLIC COMMENT(S) This is an opportunity for citizens to address the Board/Commission on any matter pursuant to Texas Government Code Sec. 551.007. The Board/Commission is not permitted to discuss or take action on any presentations made concerning matters that are not listed on the agenda. Presentations are limited to matters over which the Board/Commission has authority. Speakers have up to four (4) minutes or the time limit determined by the Presiding Officer. Each speaker must have submitted their request to speak by completing the Speaker’s Form or may email tdixon@trophyclub.org REGULAR ITEMS 1. Introduction of new board members. 2. Discuss the general roles and responsibilities of the Economic Development Corporation Board. 3. Discuss and take appropriate action regarding the appointment of a Board president, vice president, secretary, treasurer, and assistant secretary. 4. Consider approval of the meeting minutes dated July 06, 2023, and the joint EDC/Town Council meeting minutes dated September 6, 2023. 5. Discuss and consider approval of a resolution amending the Articles of Incorporation of Trophy Club Economic Development Corporation. 6. Discuss and consider approval of a resolution approving proposed amendments to the Trophy Club Economic Development Corporation's Bylaws. 7. Discuss and consider approval of a resolution authorizing amendments to financial institution documents and naming authorized Town representatives for Texas Local Government Investment Pools TexPool signature accounts. Page 1 of 80 8. Discuss the business revitalization grant program. EXECUTIVE SESSION 9. Pursuant to the following designated sections of the Texas Government Code, Annotated, Chapter 551 (Texas Open Meetings Act), the Town will recess into executive session to discuss the following: a. Section 551.087 Deliberation regarding economic development negotiations. 1. Discuss negotiations regarding a prospective commercial project within the Town of Trophy Club. b. Section 551.072 Deliberation regarding real property. 1. Discuss a real estate and economic development opportunity. RECONVENE INTO REGULAR SESSION ADJOURN The Board/Commission may convene into executive session to discuss posted items as allowed by Texas Government Code Sections 551.071 through 551.076 and Section 551.087. Notice is hereby given that a quorum of the Town of Trophy Club Town Council may be in attendance at this meeting. The Town Council will not deliberate or take any action. CERTIFICATION I do hereby certify that the Notice of Meeting was posted on the bulletin board at the Town Hall for the Town of Trophy Club, Texas, in a place convenient and readily accessible to the general public at all times on the following date and time: February 23, 2024, at 3:45 p.m., and said Notice of Meeting was also posted concurrently on the Town’s website in accordance with Texas Government Code Ch. 551 at least 72 hours prior to the scheduled time of said meeting. /s/ Tammy Dixon Tammy Dixon, Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please contact the Town Secretary’s Office at 6822372900, 48 hours in advance, and reasonable accommodations will be made to assist you. Page 2 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: AGENDA ITEM: Discuss the general roles and responsibilities of the Economic Development Corporation Board. BACKGROUND/SUMMARY: The mission of the Trophy Club Economic Development Corporation (EDC) is to promote economic development within the Town and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the town by undertaking, developing, providing, and financing projects under the Economic Development Act and as defined in Section 4B of the Act. The EDC is responsible for designing a strategy each year for the expenditure of the 1/2 cent sales and use tax receipts received by Trophy Club. These funds may be used for the purposes defined in the Development Corporation Act. The strategy, along with implementation and an oversight plan, is presented to the Town Council and Town of Trophy Club by August 1st of each year. The Texas Comptroller provides a few Economic Development Corporations webinars at the web addresses below. Economic Development Corporation (EDCs) Webinar: https://youtu.be/HPgZEfb5RGw Economic Development Sales Tax Video Tutorial: https://youtu.be/xm54VPIc-Qs Attached is the Economic Development Sales Tax Brochure from March 2020. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: N/A LEGAL REVIEW: Town Attorney, Dean Roggia, will lead the discussion on the general roles and responsibilities of the EDC Board. ATTACHMENTS: 1. EDC Tax Brochure March 2020 ACTIONS/OPTIONS: This item is being presented for discussion purposes only. Page 3 of 80 Page 4 of 80 MARCH 2020 1 Glenn Hegar Texas Comptroller of Public Accounts This publication is intended as a general guide and not as a comprehensive resource on the subjects covered. It is not a substitute for legal advice. FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov • A Type A or B sales tax can be levied in increments of 0.125% if the total rate does not exceed the 2% cap for all local sales tax rates combined. ECONOMIC DEVELOPMENT SALES TAX WHY LEVY A TYPE A OR B ECONOMIC DEVELOPMENT SALES TAX? Voters in most Texas cities have the option of imposing a local sales and use tax to help finance their community’s economic development efforts. WHO IS ELIGIBLE? TYPE A SALES TAX Any city located in a county with a population of less than 500,000 may impose the tax under Type A if the new combined local sales tax rate would not exceed 2 percent. Some cities located in counties with a population of 500,000 or more also may use Type A for economic development efforts but a city’s eligibility varies from county to county. For information on which cities are eligible to impose the Type A tax in these counties, call the Comptroller’s Data Analysis and Transparency Division at 844-519-5672. TYPE B SALES TAX All cities are eligible to adopt the Type B sales tax in increments of 0.125 percent if the combined local sales tax rate would not exceed 2 percent. HOW IS THE TAX ADMINISTERED? DEVELOPMENT CORPORATIONS For both Type A and Type B, the Development Corporation Act requires cities to establish a corporation to administer the sales and use tax funds. The corporation must file articles of incorporation with the Secretary of State. The articles of incorporation must state that the corporation is governed by the Development Corporation Act of 1979 found in Chapters 501- 505 of the Local Government Code. BOARD OF DIRECTORS A T ype A or Type B corporation’s board of directors serves at the pleasure of the city council and may be removed and replaced at any time and without cause. All expenditures authorized by a Type A or a Type B corporation also require approval by the city council. Board meetings of Type A and Type B corporations must be held within the corporate limits of the authorizing municipality; unless the authorizing city is located in a county with a population of 30,000 or fewer where meetings may be held at any location within the county. The following rules apply to terms and number of directors for each type of corporation: Type A : The city council must appoint a board of directors with at least five members to serve Page 5 of 80 2 FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov Economic DE v ElopmEnt S alES tax • • terms not to exceed six years. The statute does not specify qualifications for board members. • Type B: The city council must appoint a board of seven directors. Three of the seven directors must not be employees or officers of the city or members of the city council. All directors are appointed to two-year terms. The directors must be residents of the city authorizing the sales tax if the city’s population is 20,000 or more. For cities with fewer than 20,000 residents, directors must be residents of the county in which the majority of the city is located, or reside within 10 miles of the city and in a county that borders the county in which a majority of the city is located. ADMINISTRATION EXPENSES Type A and Type B corporations are authorized to pay administrative expenses (including staff) to implement the corporation’s projects. These may include administrative expenses for acquisition, construction, improvement, expansion and financing of projects. Cities that perform some of the administrative functions for the corporations may seek reimbursement for administrative expenses related to projects overseen by city staff. Additionally, corporations may contract with private corporations or other entities to carry out industrial development programs or objectives. TRAINING Certain officials of cities that create a corporation and administrators of the corporation are required to attend an economic development training seminar within 90 days of taking office. Attendance is mandatory (at least once in a 24-month period) for the city attorney, the city administrator or the city clerk; and the executive director or other person who is responsible for the day-to-day administration of the corporation. Corporation funds may be used to pay the costs of attending the seminar. The Comptroller’s office may impose a penalty not to exceed $1,000 for failure to attend the required training seminar. The Type A sales tax is primarily intended for manufacturing and industrial development. OPEN MEETINGS AND PUBLIC HEARINGS A development corporation’s board of directors is subject to the Open Meetings Act (Government Code, Chapter 551) and the Texas Public Information Act (Government Code, Chap. 552.) Type A corporations are required to hold public hearings only when considering an election asking the municipality’s voters to authorize a Type B project. Type B corporations located in cities with populations not exceeding 20,000 residents are exempt from holding public hearings when implementing Type A projects such as those that fund infrastructure or primary jobs activities. All Type B corporations, regardless of city population, must hold public hearings on all other types of projects. In addition, all Type B corporations must wait 60 days from the first public notice of the nature of a project before providing funds. This interval allows voters time to consider a petition for an election to be called on whether to pursue the project. HOW CAN TAX REVENUE BE USED? Sales tax generated by both Type A and Type B is primarily intended to promote manufacturing and industrial development; Type B corporations Page 6 of 80 3 FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov Economic DE v ElopmEnt SalES tax may fund some quality of life projects, and efforts to retain primary jobs. BOTH TYPE A AND TYPE B Funds may be used to pay for land, buildings, equipment, facilities’ expenditures, targeted infrastructure and improvements for purposes related to:• manufacturing and industrial facilities, recycling facilities, distribution centers, and small warehouse facilities; • research and development facilities, regional or national corporate headquarters facilities, primary job training facilities for use by institutions of higher education, job training classes, telephone call centers, and career centers that are not located within a junior college taxing district; • a general aviation business service airport that is an integral part of an industrial park; • certain infrastructure improvements that promote or develop new or expanded business enterprises; • • • • airport facilities; the operation of commuter rail, light rail or commuter buses; port-related facilities, rail-ports, rail switching facilities, marine ports, inland ports; and maintenance and operating costs associated with projects. TYPE A SPECIAL CONDITIONS Under special conditions, a Type A Corporation’s revenue can be used for projects normally eligible only under Type B without voting to abolish the Type A tax and impose the Type B tax. • • • In cities with 7,500 or fewer residents that have created both types of corporation, the city council may authorize the Type A corporation to fund Type B projects by simple majority vote. In larger communities or those with only Type A corporations, the board of directors must publish notice of a proposed Type B project, hold at least one public hearing and conduct a special election to seek voter approval. The ballot must clearly describe the project under consideration. Type A corporations also may spend sales tax funds to clean up contaminated property if the city holds a separate election to gain voter approval. A corporation created under Type A cannot assume debts, or pay principal or interest on debts that existed before the city created the corporation. TYPE B ELIGIBLE PROJECTS Quality of Life: In addition to the projects listed above, Type B corporations may fund quality of life improvements, and acquire or pay for land, buildings, equipment, facilities expenditures, targeted infrastructure and improvements required or suitable for use for: • professional and amateur sports (including children’s sports) and athletic facilities, tourism and entertainment facilities, convention facilities, public parks and event facilities (including stadiums, ballparks, auditoriums, amphitheaters, concert halls, parks and open space improvements, museums and exhibition halls); related store, restaurant, concession, parking and transportation facilities; related street, water and sewer facilities; • • water supply facilities and water conservation programs, and affordable housing. Primary Job Retention: To promote and develop new and expanded business enterprises that create or retain primary jobs, a Type B corporation may provide funds for:• • public safety facilities; recycling facilities; The Type B sales tax provides cities with a wider range of uses for the tax revenues because it is intended to give communities an opportunity to undertake a project for quality of life improvements, including economic development that will attract and retain primary employers. Page 7 of 80 4 FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov Economic DE v ElopmEnt S alES tax All Type A and Type B corporations must file an annual report with the Texas Comptroller of Public Accounts by April 1. • • • • • • streets and roads; drainage and related improvements; demolition of existing structures; general municipally-owned improvements; maintenance and operating costs associated with projects; and improvements or facilities that the board determines will contribute to the promotion or development of new or expanded business enterprises that create or retain primary jobs. Landlocked communities: A city classified as a “landlocked” community may create a Type B corporation to fund projects that promote new or expanded business development without requiring the project to create or retain primary jobs. A landlocked community is defined as a city that is wholly or partly located in either Harris County or Dallas County and has less than 100 acres within its city limits and extraterritorial jurisdiction that can be used to develop manufacturing or industrial facilities in accordance with the zoning laws or land use restrictions of the city. Small municipalities: A Type B corporation created by a city with a population of 20,000 or less also may fund projects that do not create or retain primary jobs. If a project of this nature would require an expenditure of more than $10,000, the governing body of the city creating the corporation would have to adopt a resolution authorizing the project after giving the resolution at least two separate readings. Infrastructure Improvements: A Type B corporation may promote new or expanded business development by funding streets and roads, rail spurs, water, sewer, electric and gas utilities, drainage, site improvements, and telecommunications and Internet improvements. Beach remediation along the Gulf of Mexico may also be funded. A Type B corporation may, with voter approval of the project, spend sales tax for a water supply or water conservation program or to clean up contaminated property. SPECIAL PROVISIONS FOR BORDER COMMUNITIES Development corporations created by cities located within 25 miles of the Texas-Mexico border may fund airport facilities if the city has a population of less than 50,000 or an average unemployment rate that is greater than the state average rate during the most recent 12-month period for which data is available preceding the date the project is approved. In addition to airports, Type A and Type B corporations located in Hidalgo County may fund ports, and sewer or solid waste disposal facilities required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises. CAN YOU UNDERTAKE PROJECTS OUTSIDE CITY LIMITS? An economic development corporation may undertake projects outside city limits so long as it is clear that the city benefits from the project. If a corporation undertakes a project outside city limits, it must receive permission to do so from the governing body of the entity with jurisdiction in that area. For example, if a corporation locates a project beyond the city limits, it should seek approval from the county’s commissioners court. REPORTING REQUIREMENTS OF TYPE A AND TYPE B CORPORATIONS The Development Corporation Act requires that all Type A and Type B corporations file an annual report with the Texas Comptroller of Public Accounts by April 1 of each year. The report must Page 8 of 80 5 FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov Economic DE v ElopmEnt SalES tax Economic development projects that clearly benefit a city may take place outside the city’s limits. include the corporation’s economic development objectives, revenues and expenditures for the preceding fiscal year, a breakdown of these expenditures and a list of the corporation’s assets. The Comptroller also may ask for any other information required to determine the use of revenue from sales and use tax imposed under Type A or Type B to encourage economic development in the state. The report form and instructions for submitting the report are available through the Comptroller’s website. This information is compiled in the Economic Development Corporation Report to the Legislature each biennium. HOW TO IMPOSE THE TAX AND CALL AN ELECTION? City voters must approve this special, dedicated tax at an election held for that purpose. Cities may call for this election in one of two ways:• the governing body may call an election on its own; or • the city council must call for the election if petitioned by at least 20 percent of the number of voters who cast ballots in the most recent regular municipal election. For guidance on the timing of elections, please contact the Secretary of State at 512-463- 5650 or toll free at 800-252-8683. Additional information is available on the Secretary of State website. The election must be held on one of the two uniform election dates:• • the first Saturday in May; or the first Tuesday after the first Monday in November. HOW LONG IS THE TAX EFFECTIVE? A development corporation’s sales tax approved without a limit on its duration is effective until repealed by an election. A tax imposed for a specified period expires at the end of that period; it may be extended or reimposed after its expiration date only with voter approval. A tax for a specific project expires when all debts related to the project and obligations from the tax proceeds have been paid in full. A tax imposed for a specific project may also be reimposed by an election. A Type A or Type B sales tax is effective until the city notifies the Comptroller’s office to stop collecting the tax. A city must continue assessing the tax until all obligations incurred by the corporation, including principal and interest on bonds, are satisfied. CAN THE TAX BE INCREASED OR DECREASED? INITIATING AN ORDINANCE TO CHANGE THE TAX RATE As with adoption, the sales and use tax rate must be increased or decreased in increments of 0.125 percent; the minimum Type A or Type B tax rate is 0.125 percent and may not result in a combined rate of all local sales and use taxes exceeding 2 percent. If a city is already imposing an economic development sales tax, the city’s governing body may adopt an ordinance calling for an election to increase, reduce or repeal the existing tax. The ordinance may be initiated by a majority vote of the governing body, or by a petition of registered voters. The city’s voters must approve an economic development tax before it can be enacted. Page 9 of 80 6 FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov Economic DE v ElopmEnt S alES tax Sales taxes paid by consumers in one month, are remitted to the Texas Comptroller the next month by businesses, and paid to the city during the following month. • • • • • • • PETITION REQUIREMENTS A petition to initiate a change in the Type A tax requires 10 percent or more of the registered voters to request the city to call an election for that purpose. No specific procedures for requesting Type B tax rate changes are included in the statute; however, general provisions of the Texas Tax Code for calling an election may be used. Under these provisions, the city council must call an election if a number of qualified voters of the municipality equal to at least 20 percent of the number of votes cast in the most recent regular municipal election present a petition to the governing body for a vote. Dissolution of a Type B corporation can be called for by petition of 10 percent of the registered voters in the city. If the election to adopt or change the tax rate is by petition, the governing body must determine if the petition is sufficient within 30 days of receiving it. If the petition is sufficient, the city must, within 60 days after receiving it, adopt the ordinance that calls for the election to be held on the next uniform election date. COMBINED BALLOT PROPOSITION If a city chooses to hold an election to reduce or abolish its Type A sales tax and adopt a sales tax under Type B, the city may address the two issues in a single ballot proposition. A municipality may combine into one ballot for voters to concurrently consider a proposition that:• lowers or repeals any dedicated or special purpose municipal sales tax, and raises or adopts any other dedicated special purpose municipal sales tax (such as a sales tax levied to reduce the property tax rate). Only sales tax elections that may be called by the governing body of a city are eligible for combined ballot propositions. If a combined sales tax proposition is defeated, there is no effect on any existing sales taxes already imposed. WHEN DO TAX COLLECTIONS AND ALLOCATIONS START? CERTIFYING ELECTION RESULTS If voters approve the tax, the governing body must adopt a resolution or ordinance declaring the election results in meeting minutes. The city secretary must send the certified copy of the resolution or ordinance with the election results to the Revenue Accounting, Tax Allocation Section of the Comptroller’s office. The information sent to the Comptroller must include: the date the election was held; the proposition voted on; number of votes cast for adoption; number of votes cast against adoption; number of votes by which the proposition was approved; and a statement the proposition was adopted. The Comptroller’s office must receive this information from the city secretary through U.S. certified or registered mail. The Comptroller’s office will notify the city secretary when it is ready to handle the administration of the tax. Questions may be emailed to taxalloc.revacct@cpa.texas.gov. COMPTROLLER’S ADDRESS Comptroller of Public Accounts Revenue Accounting Division Tax Allocation Section P.O. Box 13528 Austin, TX 78711-3528 Page 10 of 80 7 FOR MORE INFORMATION, VISIT OUR WEBSITEComptroller.Texas.Gov RECEIVE ECONOMIC DEVELOPMENT TAX HELP BY EMAIL ATecon.dev@cpa.texas.gov Economic DE v ElopmEnt SalES tax The tax becomes effective after one complete calendar quarter elapses from the date the Comptroller’s office receives notification of voter approval. EFFECTIVE DATE The tax becomes effective after one complete calendar quarter elapses from the date the Comptroller’s office receives notification of voter approval. For example, if voters approve the tax in May, and the Comptroller’s office receives notification in June, then the tax becomes effective on Oct. 1, after the calendar quarter of July-August-September has elapsed. The Comptroller’s office will notify area merchants to begin collecting the new tax rate on Oct. 1, and the Comptroller will send the city its first revenue allocation in December. METHOD OF PAYMENT The Comptroller’s office will issue a payment for the total city tax and a letter with the first payment (that includes the economic development sales tax) with instructions explaining how to calculate the portion due the city and the amount due the development corporation. After a city receives the sales and use tax revenues from the Comptroller’s office, the city must deliver the revenue to the development corporation. NEED MORE INFORMATION ABOUT ECONOMIC DEVELOPMENT SALES TAX? The Comptroller’s office can provide presentations on matters related to local sales tax, including Type A and Type B sales taxes. Representatives also can meet in forums with city officials and the public to help them assess possible effects of the tax on their local communities, including effects on revenue. For more information about the sales tax, or to request a speaker to present information about the sales tax to your community, call 844-519-5672. The Texas Municipal League publishes an Economic Development Handbook containing more detailed information and statutory citations. BALLOT LANGUAGE FOR AN ECONOMIC DEVELOPMENT SALES TAX UNDER TYPE A Following is ballot language specified for Type A corporations under the Development Corporation Act: 1. For a city to adopt, increase or reduce the tax, the ballot must state: The adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of . (Insert rate in increments of one-eighth of one percent as appropriate for the proposed tax rate.) 2. A city may also allow a vote on a ballot proposition limiting the length of time a sales and use tax may be imposed. The following language should be added to #1: to be imposed for __ years. 3. A city may also indicate a specific project on the ballot to be funded with the sales tax revenue. In this case, a description of the project is substituted in #1 in place of the following ballot language: new and expanded business enterprises. 4. For a city to dissolve the Type A corporation, the ballot should state: Dissolution of the (name of development corporation). UNDER TYPE B Except for specific projects such as water supply facilities, water conservation programs and cleanup of contaminated property, the Development Corporation Act does not provide specific ballot language for Type B. City officials should consult with their legal counsel when drafting the ballot language under this section. Disclaimer: This brochure should not be construed as, and is not a substitute for, legal advice. Cities are urged to consult their own legal counsel for any questions or interpretations about economic development laws. Page 11 of 80 WE’RE HERE TO HELP! If you have questions or need information, contact us: This publication is intended as a general guide and not as a comprehensive resource on the subjects covered. It is not a substitute for legal advice. Glenn Hegar Texas Comptroller of Public Accounts For more information, search our website at Comptroller.Texas.Gov Texas Comptroller of Public Accounts 111 East 17th Street Austin, Texas 78711-1440 Sign up to receive email updates on the Comptroller topics of your choice at comptroller.texas.gov/subscribe/. In compliance with the Americans with Disabilities Act, this document may be requested in alternative formats by calling the appropriate toll free number listed or by sending a fax to 512-475-0900. 800-252-5555911 Emergency Service/ Equalization SurchargeAutomotive Oil FeeBattery Fee Boat and Boat Motor Sales TaxCustoms BrokerMixed Beverage TaxesOff-Road, Heavy-Duty Diesel E squipment SurchargeOyster FeeSales and Use Taxes 800-531-5441Cement TaxInheritance TaxLocal RevenueMiscellaneous Gross Receipts TaxesOil Well Servicing TaxSulphur Tax 800-442-3453WebFile Help 800-252-1381Bank FranchiseFranchise Tax 800-252-7875Spanish 800-531-1441Fax on Demand (Most frequently requested Sales and Franchise tax forms) 800-252-1382Clean Vehicle Incentive ProgramManufactured Housing TaxMotor Vehicle Sales Surcharge, Rental and Seller Financed Sales TaxMotor Vehicle Registration Surcharge 800-531-5441Fuels TaxIFTALG Decals Petroleum Products Delivery FeeSchool Fund Benefit Fee 800-252-1384Coastal ProtectionCrude Oil Production TaxNatural Gas Production Tax 800-252-1387Insurance Tax 800-862-2260Coin-Operated Machines TaxHotel Occupancy Tax 800-252-1386Account StatusOfficer and Director Information 800-862-2260Cigarette and Tobacco 888-4-FILING (888-434-5464)TELEFILE: To File by Phone 800-252-1389GETPUB: To Order Forms and Publications 800-654-FIND (800-654-3463)Treasury Find 800-321-2274Unclaimed Property ClaimantsUnclaimed Property HoldersUnclaimed Property Name Searches 512-463-3120 in Austin 877-44RATE4 (877-447-2834)Interest Rate Publication 96-302 • Revised February 2020 Page 12 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: Tamara Smith, MSL, Assistant to the Town Manager AGENDA ITEM: Discuss and take appropriate action regarding the appointment of a Board president, vice president, secretary, treasurer, and assistant secretary. BACKGROUND/SUMMARY: Article III, Section 1 of the Bylaws of the Trophy Club Economic Development Corporation: "The Officers of the Corporation shall be a president, vice president, a secretary and a treasurer, and such other officers as the Board may, from time to time, elect or appoint." Section 6, Nameing of Board Members, states "The president, each vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board, but they may be employees of the Town." The term of appointment will end September 30, 2024 which coincides with the Town's annual appointment process. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: None ACTIONS/OPTIONS: Staff recommends that the EDC Board move to appoint a president, vice president, secretary, treasurer, and assistant secretary. Page 13 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: Tammy Dixon, Town Secretary AGENDA ITEM: Consider approval of the meeting minutes dated July 06, 2023, and the joint EDC/Town Council meeting minutes dated September 6, 2023. BACKGROUND/SUMMARY: The Economic Development Corporation held a regular meeting on July 06, 2023, and the joint meeting with Town Council on September 6, 2023. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: 1. 7-11-23 EDC Board Meeting Minutes Draft 2. 09.06.23 Minutes - Joint Special Meeting TC and EDC ACTIONS/OPTIONS: Staff recommends that the Economic Development Corporation move to approve the July 06, 2023, Economic Development Corporation Regular Meeting Minutes, and the Joint Meeting Minutes dated September 6, 2023. Page 14 of 80 1 Town of Trophy Club Economic Development Corporation-4B Tuesday, July 11, 2023; 7:00 PM The Town of Trophy Club Economic Development Corporation-4B Board met in a Special Meeting on Tuesday, July 11, 2023. The meeting was held at Town Hall, 1 Trophy Wood Dr, Trophy Club, TX 76262. EDC-4B MEMBERS PRESENT: Travis Inge Vice-Chair Teri Addington Director Andrew Borgan Director Michael Clarke Director John Mann Director Joseph Longo Director EDC-4B MEMBERS ABSENT: Scott Haro Chair STAFF PRESENT: Patrick Arata Interim Town Manager Terri Johnson Interim Town Secretary Tamara Smith Assistant to Town Manager Matt Cox Community Development Director Ernest Gillespie Senior Accountant CALL TO ORDER AND ANNOUNCE A QUORUM Economic Development Corporation 4B Chair Scott Haro was absent and Vice Chair Travis Inge presided over the meeting. He called the meeting to order at 7:00 pm and announced a quorum present. PUBLIC COMMENTS Mayor Jeannette Tiffany was present and addressed the EDC-4B Board. She expressed the Town’s appreciation for their volunteering for the Economic Development Corporation – 4B Board of Directors. She also expressed thanks to Town Staff for their support of this Board. CONSENT AGENDA 1. Consider and take appropriate action to approve the EDC-4B meeting minutes dated March 28, 2023 A motion was made by Board Member Teri Addington to approve the meeting minutes from March 28, 2023. The motion was seconded by John Mann. The motion passed unanimously. Page 15 of 80 2 REGULAR SESSION 2. Consider and take appropriate action to approve the Fiscal Year 2023-2024 Budget Interim Town Manager Patrick Arata reviewed the proposed budget for FY 2023-2024 and stated that the proposal included $300,000 for a grant program. Vice Chair Inge suggested moving to Item #3 before acting on the proposed budget. 3. Discuss and consider a grant program Arata explained a possible grant program that could assist established businesses with matching funds for improvements. He suggested that businesses might be categorized according to the years in existence, i.e. 20 years, 10 years, 5 years. Possible façade grants were discussed with Community Development Director Matt Cox explaining a program he helped get started in a neighboring community. After discussion by the Board, it was agreed that a grant program should be developed and brought back to the EDC-4B Board for approval. At this time, Vice Chair Inge re-introduced Item #2 for action. 2. Consider and take appropriate action to approve the Fiscal Year 2023-2024 Budget Board Member Joseph Longo made the motion to approve the proposed Fiscal Year 2023- 2024 Budget as presented. The motion was seconded by Board Member Michael Clarke and carried with a unanimous vote. Vice Chair Inge recessed the EDC-4B Board meeting at 7:20 pm in order to go into Executive Session. EXECUTIVE SESSION Vice Chair Inge announced that EDC-4B Board would be convening into executive session at 7:21 pm. 3. Pursuant to the following designated section of the Texas Governmental Code, Annotated, Chapter 551, the EDC 4B will recess into executive session to discuss the following: a. Section 551.087 Deliberate Economic Development Negotiations regarding a commercial prospect within the Town of Trophy Club b. Section 551.071 Attorney-Client Privilege - Consultation with Town Attorney regarding a real estate and economic development opportunity. RECONVENE INTO REGULAR SESSION The EDC-4B Board reconvened into regular session at 8:14 pm. It was announced that Town Staff was directed to proceed with negotiations regarding a commercial prospect within the Town of Trophy Club. Page 16 of 80 3 ADJOURN With no further business at hand, the meeting was adjourned by Vice Chair Inge at 8:14 pm. Attest: _______________________________ _______________________________ Terri Johnson, Interim Town Secretary Scott Haro, Chair Page 17 of 80 Town of Trophy Club Special Joint Meeting Minutes Town Council and Economic Development Corporation September 6, 2023 The Trophy Club Town Council and Economic Development Corporation met in Special Joint Meeting on September 6, 2023, at 6:00 p.m. The meeting was held at Town Hall, 1 Trophy Wood Dr, Trophy Club, TX 76262. CALL TO ORDER AND ANNOUNCE A QUORUM Mayor Tiffany called the Town Council meeting to order at 6:00 p.m. with the following members present: Jeannette Tiffany, Mayor Dennis Sheridan, Mayor Pro Tem Stacey Bauer, Councilmember Place 1 Jeff Beach, Councilmember Place 2 LuAnne Oldham, Councilmember Place 5 Steve Flynn, Councilmember Place 6 with the following member(s) absent: Karl Monger, Councilmember Place 4 Vice President Inge called the Economic Development Corporation to order at 6:00 p.m. with the following members present: Travis Inge, Vice President Andrew Borgan, Director Michael Clarke, Director John Mann, Director Terri Addington, Director Joseph Longo, Director with the following member(s) absent: Scott Haro, President constituting a quorum with the following members of the Town Staff participating: Patrick Arata, Interim Town Manager Tammy Dixon, Town Secretary Dean Roggia, Town Attorney Matt Cox, Director of Community Development Tamara Smith, Assistant to the Town Manager PUBLIC COMMENT There were no public comments. Page 18 of 80 Town Council/Economic Development Corporation Joint Meeting-September 6, 2023 Page 2 EXECUTIVE SESSION/REGULAR SESSION The Town Council and Economic Development Corporation convened into a closed meeting at 6:01 p.m. and reconvened into regular session at 7:09 p.m. in accordance with the Texas Government Code Chapter 551, Sections 551.072 and 551.087 to discuss matters relating to real property and economic development negotiations. 1. Discuss negotiations regarding prospective commercial project within the Town of Trophy Club. No Action Taken. 2. Discuss a real estate and economic development opportunity. No Action Taken. ADJOURN Mayor Tiffany adjourned the Town Council meeting at 7:09 p.m. Vice President Inge adjourned the Economic Development Corp. meeting at 7:09 p.m. ____________________________ Jeannette Tiffany, Mayor ____________________________ EDC President Attest: _______________________________ Tammy Dixon, Town Secretary Page 19 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: Tammy Dixon, Town Secretary AGENDA ITEM: Discuss and consider approval of a resolution amending the Articles of Incorporation of Trophy Club Economic Development Corporation. BACKGROUND/SUMMARY: The Trophy Club Economic Development Board (EDC) was created in 1996 after citizen approval to establish a 1/2 cent sales tax to be used for the purposes set forth in and in accordance with Section 4B of article 5190.6, V.T.C.S., the Development Corporation Act of 1979 (ACT). The initial Articles provided that no more than two board of directors shall be members of the Town Council. This provision is in conflict with Section 4.16 of the Town's Charter, which prohibits an elected position to serve on a board, commission, or corporation. Additionally, in 2009, the ACT was recodified to Local Government Code Chapters 501 through 505. With the recodification, EDCs formerly known as 4A and 4B corporations are now referred to as Type A and Type B corporations, respectively. The proposed amendments remove any reference to Town Council members being appointed to the board and reflect the changes made in 2009 when the ACT was recodified to the Local Government Code. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: N/A LEGAL REVIEW: Town Attorney, Dean Roggia, prepared the draft resolution and amended Articles of Incorporation. ATTACHMENTS: 1. Articles of Incorporation Redline 2. Draft Resolution and Amended Articles ACTIONS/OPTIONS: Staff recommends that the EDC Board move to approve the resolution amending the Articles of Incorporation of Trophy Club Economic Development Corporation. Page 20 of 80 Articles of Incorporation – Page 1 of ARTICLES OF INCORPORATION OF TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and is qualified elector of the Town of Trophy Club, Texas (the "Town"), acting as incorporators of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the Development Corporation Act of 1979, the Local Government Code, Title 12, Subtitle C1Tex. Rev. Civ. Stat. Ann. art. 5190.6, as amended (the "Act"), with the approval of the Town Council (the "Town Council") of the Town, do hereby adopt the following Articles of Incorporation of the Corporation: ARTICLE ONE NAME The name of the Corporation is “Trophy Club Economic Development Corporation.” ARTICLE TWO NON-PROFIT CORPORATION The Corporation is a non-profit industrial development corporation under the Act and is governed by Section 4 B of a Type B corporation under the Act. ARTICLE THREE DURATION Subject to the provisions of Article Eleven of these Articles, the period of duration of the Corporation is perpetual. ARTICLE FOUR PURPOSE A. The purpose of the Corporation is to promote economic development within the Town and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by undertaking, developing, implementing, providing, and financing projects under the Act. and as defined in Section 4B of for Type 4B corporations in the Act. B. In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of the projects through the issuance or execution of bonds, notes, and Page 21 of 80 Articles of Incorporation – Page 2 of other forms of debt instruments, and to acquire, maintain, operate and lease and sell property, and interests therein, all to be done and accomplished on behalf of the Town and for its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under. and within the meaning of, the Internal Revenue Code of 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. C. In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in paragraph B of this Article, together with all of the other powers granted to Type B corporations that are incorporated under the Act and that are governed by Section 4B thereof, and, to the extent not in conflict with the Act,. the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under the Texas Non-Profit Corporation Act, Tex. Rev. Civ. Stat. Ann., article 1396-1.01, et seq.,Business Organizations Code, as amended. D. The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article m, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the Town, including the power to tax (except for the power to receive and use the sales and use and other taxes specified in Chapter 505Section 4B of the Act) and the police power, except that the Corporation shall have any may exercise the power of eminent domain when the exercise thereof is approved by the Town Council. However, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. E. No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, of, belonging to, or by the State of Texas, the Town, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes, and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Chapter 505Section 4B of the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FIVE MEMBERSHIP/STOCK The Corporation has no members and is a non-stock corporation. Page 22 of 80 Articles of Incorporation – Page 3 of ARTICLE SIX AMENDMENT OF ARTICLES These Articles of Incorporation may be amended in either one of the methods prescribed in this Article. A. Pursuant to the powers of the Town contained in Section 17 (b) of the Act, the Town Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto with the Secretary of State as provided by the Act. B. The board of directors of the Corporation may file a written application with the Town Council requesting approval of proposed amendments to these Articles of Incorporation, specifying in such application the proposed amendments. If the Town Council, by appropriate resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. C. The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with the procedures established in paragraph B of this Article. ARTICLE SEVEN INITIAL REGISTERED AGENT The street address of the initial registered office of the Corporation is 100 Municipal Drive, Trophy Club, Texas 76262, and the initial registered agent at such address is Donna Welsh. ARTICLE EIGHT BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the Town Council, all of who are residents of the Town and in compliance with the Bylaws. At least three (3) members of the board of directors shall be persons who are not members of the Town Council and who are not employees or officers of the Town (the "Citizenmember Class"). No more than two (2) members of the board of directors shall be members of the Town Council (the 11Councilmember Class"). The names and street addresses and date of expiration of their initial terms as directors, are as follows: NAMES ADDRESSES DATE OF EXPIRATION OF TERM CLASS OF DIRECTOR Marshall Engelbeck 111 Forest Hill, Trophy Club, Texas 05/21/98 Council Member Page 23 of 80 Articles of Incorporation – Page 4 of John Carter 2 Round Rock Ct., Trophy Club, Texas 05/21/98 Citizenmember Robert Burns 3 Meadow Creek Ct., Trophy Club, Texas 05/21/98 Citizenmember David Garlitz 1 Round Rock Ct., Trophy Club, Texas 05/21/98 Citizenmember Pam Cutes 4 Salida Drive, Trophy Club, Texas 09/17/98 Citizenmember Dan Heath 19 Meadowbrook, Trophy Club, Texas 09/17/98 Citizenmember Terry Christleb 43 Cimmaron Dr., Trophy Club, Texas 09/17/98 Citizenmember Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the Town Council at will and may be removed by the Town Council at any time without cause, and must be appointed for a term of two (2) years. If a director of the Councilmember Class shall cease to be a member of the Town Council, such event shall constitute an automatic resignation as a director and such vacancy shall be filled in the same manner as for other vacancies of the same class. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by appointment by the Town Council to hold office until the expiration of the vacating member's ternm. ARTICLE NINE INCORPORATOR The name and street address of each incorporator is: Amy Skinner 17 Monterey Drive Trophy Club, Texas 76262 Pearl 0. Ford 2 Spring Creek Court Trophy Club, Texas 76262 P. 0. Box 381 Roanoke, Texas 76262 William Pollick 2 Crooked Creek Court Trophy Club, Texas 76262 ARTICLE TEN BYLAWS A. The initial bylaws of the Corporation shall be in the form and substance approved by the Town Council. Such bylaws shall be adopted by the Corporation's board of directors and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with this Article and the Bylaws. Page 24 of 80 Articles of Incorporation – Page 5 of B. Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without the consent and approval of the Town Council. The board of directors of the Corporation shall make application to the Town Council for the approval of any proposed amendments, but the same shall not become effective unless the same shall be approved by resolution adopted by the Town Council. ARTICLE ELEVEN ALTERING FORM OF CORPORATION; DISSOLUTION A. The Town Council may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs Band C of this Article. B. The Corporation shall not be dissolved, and its business shall not be terminated, by act of the Town Council or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by Section 4B of the Act is eligible for termination in accordance with the provisions of Section 4B(i) of the Act. C. No action shall be taken pursuant to paragraphs A and B of this Article or pursuant to paragraph B of Article Twelve of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. ARTICLE TWELVE DIVIDENDS A. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. B. If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms, provisions, and covenants therein have been met, then any net earnings of the Corporation derived from sources other than the sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received in connection with projects financed pursuant to Section 4B of the Act shall be paid to the Town. All sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act, and lease payments and other revenues received in connection with projects financed pursuant to Section 4B of the Act shall be used solely for the purposes permitted by Section 4B of the Act. Page 25 of 80 Articles of Incorporation – Page 6 of C. 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 rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the Town after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. D. No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE THIRTEEN INDEMNIFICATION The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or officer of the Corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him by action in court or otherwise by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors and officers, whether present or former, of the Corporation. ARTICLE FOURTEEN ACTION BY UNANIMOUS WRITTEN CONSENT Action may be taken by the board of directors without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, and such written consent shall have the same force and effect as a unanimous vote of the directors. Each written consent must bear the date of signature of each person signing it. A consent signed by less than all of the directors or committee members is not effective to take the intended action. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, and addressed to the president or principal executive officer. ARTICLE FIFTEEN AUTHORIZATION BY TOWN The Town has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation and the Page 26 of 80 Articles of Incorporation – Page 7 of Town has by said resolution approved these Articles of Incorporation. A copy of said resolution is on file among the permanent public records of the Town and the Corporation. ________________________________________ PRESIDENT ECONOMIC DEVELOPMENT CORPORATION STATE OF TEXAS § § COUNTY OF TARRANT § Before me, (insert the name of the officer), on this day personally appeared ________________________, known to me (or proved to me on the oath of or through (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this ________day of , 2024. __________________________ Notary Public's Signature Page 27 of 80 C:\Users\tdixon\Downloads\Articles of Incorporation Resolution-EDC.docx Page 1 TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. EDC 2024-XX A RESOLUTION OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION AMENDING THE ARTICLES OF INCORPORATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Trophy Club Economic Development Corporation (“Corporation”) is a Texas non-profit corporation operating under the Development Corporation Act, codified in Subtitle C1 of Title 12 of the Texas Local Government Code, Chapters 501 through 505 (the “Act”), the Texas Business Organizations Code, as amended, and other applicable laws; and WHEREAS, the Corporation promotes economic development within the Town of Trophy Club (the “Town”) to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for and on behalf of the Town by developing, implementing, providing, and financing projects under the Act; and WHEREAS, the Corporation desires to amend the Articles of Incorporation to address amendments to the Develop Corporation Act since their adoption; and WHEREAS, the amendments to the Articles of Incorporation are consistent with state law. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION THAT: SECTION 1. The Articles of Incorporation, attached hereto as Exhibit “A” are hereby adopted, and shall supersede and amend all previously adopted Articles of Incorporation. SECTION 3. This Resolution shall become effective from and after its date of passage. PASSED AND APPROVED THIS THE ________, DAY OF ___________________, 2024. ___________________________ Board President ATTEST: ___________________________ Board Secretary Page 28 of 80 C:\Users\tdixon\Downloads\Articles of Incorporation Resolution-EDC.docx Page 2 Exhibit A Page 29 of 80 Articles of Incorporation – Page 1 ARTICLES OF INCORPORATION OF TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION WE, THE UNDERSIGNED natural persons, not less than three in number, each of whom is at least 18 years of age and is qualified elector of the Town of Trophy Club, Texas (the "Town"), acting as incorporators of a public instrumentality and non-profit industrial development corporation (the "Corporation") under the Development Corporation Act, the Local Government Code, Title 12, Subtitle C1, as amended (the "Act"), with the approval of the Town Council (the "Town Council") of the Town, do hereby adopt the following Articles of Incorporation of the Corporation: ARTICLE ONE NAME The name of the Corporation is “Trophy Club Economic Development Corporation.” ARTICLE TWO NON-PROFIT CORPORATION The Corporation is a non-profit industrial development corporation under the Act and is a Type B corporation under the Act. ARTICLE THREE DURATION Subject to the provisions of Article Eleven of these Articles, the period of duration of the Corporation is perpetual. ARTICLE FOUR PURPOSE A. The purpose of the Corporation is to promote economic development within the Town and the State of Texas in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the Town by undertaking, developing, implementing, providing, and financing projects under the Act. B. In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of the projects through the issuance or execution of bonds, notes, and other forms of debt instruments, and to acquire, maintain, operate and lease and sell property, and interests therein, all to be done and accomplished on behalf of the Town and for its benefit and to accomplish its public and governmental purposes as its duly constituted authority and public instrumentality pursuant to the Act and under. and within the meaning of, the Internal Revenue Code of 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. Page 30 of 80 Articles of Incorporation – Page 2 C. In the fulfillment of its corporate purpose, the Corporation shall have and may exercise the powers described in paragraph B of this Article, together with all of the other powers granted to Type B corporations that are incorporated under the Act, and, to the extent not in conflict with the Act, the Corporation shall additionally have and may exercise all of the rights, powers, privileges, authorities, and functions given by the general laws of the State of Texas to nonprofit corporations under the Business Organizations Code, as amended. D. The Corporation is a corporation having the purposes and powers permitted by the Act pursuant to the authority granted in Article m, Section 52-a of the Texas Constitution, but the Corporation does not have, and shall not exercise the powers of sovereignty of the Town, including the power to tax (except for the power to receive and use the sales and use and other taxes specified in Chapter 505the Act) and the police power, except that the Corporation shall have any may exercise the power of eminent domain when the exercise thereof is approved by the Town Council. However, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practice and Remedies Code), the Corporation is a governmental unit and its actions are governmental functions. E. No bonds, notes, or other debt instruments or other obligations, contracts, or agreements of the Corporation are or shall ever be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or other obligations, or the lending of credit, or a grant of the public money or things of value, of, belonging to, or by the State of Texas, the Town, or any other political corporation, subdivision or agency of the State of Texas, or a pledge of the faith and credit of any of them. Any and all of such contracts, agreements, bonds, notes, and other debt instruments and other obligations, contracts and agreements shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by Chapter 505the Act and from such other sources as may be otherwise lawfully available and belonging to the Corporation from time to time. ARTICLE FIVE MEMBERSHIP/STOCK The Corporation has no members and is a non-stock corporation. ARTICLE SIX AMENDMENT OF ARTICLES These Articles of Incorporation may be amended in either one of the methods prescribed in this Article. A. Pursuant to the powers of the Town contained in the Act, the Town Council, by resolution, may amend these Articles of Incorporation by filing amendments hereto with the Secretary of State as provided by the Act. B. The board of directors of the Corporation may file a written application with the Town Council requesting approval of proposed amendments to these Articles of Incorporation, specifying in such application the proposed amendments. If the Town Council, by appropriate Page 31 of 80 Articles of Incorporation – Page 3 resolution, finds and determines that it is advisable that the proposed amendments be made, authorizes the same be made, and approves the form of the proposed amendments, the board of directors of the Corporation may proceed to amend these Articles of Incorporation in the manner provided by the Act. C. The board of directors of the Corporation shall not have any power to amend these Articles of Incorporation except in accordance with the procedures established in paragraph B of this Article. ARTICLE SEVEN INITIAL REGISTERED AGENT The street address of the initial registered office of the Corporation is 100 Municipal Drive, Trophy Club, Texas 76262, and the initial registered agent at such address is Donna Welsh. ARTICLE EIGHT BOARD OF DIRECTORS The affairs of the Corporation shall be managed by a board of directors which shall be composed of seven (7) persons appointed by the Town Council, all of who are residents of the Town and in compliance with the Bylaws. The names and street addresses and date of expiration of their initial terms as directors, are as follows: NAMES ADDRESSES DATE OF EXPIRATION OF TERM CLASS OF DIRECTOR Marshall Engelbeck 111 Forest Hill, Trophy Club, Texas 05/21/98 Council Member John Carter 2 Round Rock Ct., Trophy Club, Texas 05/21/98 Citizen Member Robert Burns 3 Meadow Creek Ct., Trophy Club, Texas 05/21/98 Citizen Member David Garlitz 1 Round Rock Ct., Trophy Club, Texas 05/21/98 Citizen Member Pam Cutes 4 Salida Drive, Trophy Club, Texas 09/17/98 Citizen Member Dan Heath 19 Meadowbrook, Trophy Club, Texas 09/17/98 Citizen Member Terry Christleb 43 Cimmaron Dr., Trophy Club, Texas 09/17/98 Citizen Member Each director shall hold office for the term for which the director is appointed unless sooner removed or resigned. Each director, including the initial directors, shall be eligible for reappointment. Directors are removable by the Town Council at will and may be removed by the Town Council at any time without cause, and must be appointed for a term of two (2) years. Any vacancy occurring on the board of directors through death, resignation or otherwise shall be filled by appointment by the Town Council to hold office until the expiration of the vacating member's term. Page 32 of 80 Articles of Incorporation – Page 4 ARTICLE NINE INCORPORATOR The name and street address of each incorporator is: Amy Skinner 17 Monterey Drive Trophy Club, Texas 76262 Pearl 0. Ford 2 Spring Creek Court Trophy Club, Texas 76262 P. 0. Box 381 Roanoke, Texas 76262 William Pollick 2 Crooked Creek Court Trophy Club, Texas 76262 ARTICLE TEN BYLAWS A. The initial bylaws of the Corporation shall be in the form and substance approved by the Town Council. Such bylaws shall be adopted by the Corporation's board of directors and shall, together with these Articles of Incorporation, govern the internal affairs of the Corporation until and unless amended in accordance with this Article and the Bylaws. B. Neither the initial bylaws nor any subsequently effective bylaws of the Corporation may be amended without the consent and approval of the Town Council. The board of directors of the Corporation shall make application to the Town Council for the approval of any proposed amendments, but the same shall not become effective unless the same shall be approved by resolution adopted by the Town Council. ARTICLE ELEVEN ALTERING FORM OF CORPORATION; DISSOLUTION A. The Town Council may, in its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation, and it may terminate or dissolve the Corporation, subject to the provisions of paragraphs Band C of this Article. B. The Corporation shall not be dissolved, and its business shall not be terminated, by act of the Town Council or otherwise, so long as the Corporation shall be obligated to pay any bonds, notes, or other obligations and unless the collection of the sales and use tax authorized by of the Act is eligible for termination in accordance with the provisions of the Act. C. No action shall be taken pursuant to paragraphs A and B of this Article or pursuant to paragraph B of Article Twelve of these Articles, in any manner or at any time that would impair any contract, lease, right, or other obligation theretofore executed, granted, or incurred by the Corporation. Page 33 of 80 Articles of Incorporation – Page 5 ARTICLE TWELVE DIVIDENDS A. No dividends shall ever be paid by the Corporation and no part of its net earnings remaining after payment of its expenses and other obligations shall be distributed to or inure to the benefit of its directors or officers, or any individual, private firm, or private corporation or association, except in reasonable amounts for services rendered. B. If, after the close of any fiscal year, the board of directors shall determine that sufficient provision has been made for the full payment of all current expenses, together with all amounts payable on the contracts, agreements, bonds, notes, and other obligations of the Corporation, and that all of the terms, provisions, and covenants therein have been met, then any net earnings of the Corporation derived from sources other than the sales and use taxes collected for the account of the Corporation pursuant to Section 4B of the Act thereafter accruing and lease payments received in connection with projects financed pursuant to the Act shall be paid to the Town. All sales and use taxes collected for the account of the Corporation pursuant to the Act, and lease payments and other revenues received in connection with projects financed pursuant to the Act shall be used solely for the purposes permitted by the Act. C. 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 rights thereto shall not be transferred to private ownership, but shall be transferred and delivered to the Town after satisfaction or provision for satisfaction of all debts, claims, and contractual obligations, including any contractual obligations granting rights of purchase of property of the Corporation. D. No part of the Corporation's activities shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in any political campaign of or in opposition to any candidate for public office. ARTICLE THIRTEEN INDEMNIFICATION The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or officer of the Corporation for expenses and costs (including attorneys' fees) actually and necessarily incurred by him in connection with any claim asserted against him by action in court or otherwise by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought. As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors and officers, whether present or former, of the Corporation. Page 34 of 80 Articles of Incorporation – Page 6 ARTICLE FOURTEEN ACTION BY UNANIMOUS WRITTEN CONSENT Action may be taken by the board of directors without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors, and such written consent shall have the same force and effect as a unanimous vote of the directors. Each written consent must bear the date of signature of each person signing it. A consent signed by less than all of the directors or committee members is not effective to take the intended action. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, and addressed to the president or principal executive officer. ARTICLE FIFTEEN AUTHORIZATION BY TOWN The Town has specifically authorized the Corporation by resolution to act on its behalf to further the public purposes stated in said resolution and in these Articles of Incorporation and the Town has by said resolution approved these Articles of Incorporation. A copy of said resolution is on file among the permanent public records of the Town and the Corporation. ________________________________________ PRESIDENT ECONOMIC DEVELOPMENT CORPORATION STATE OF TEXAS § § COUNTY OF TARRANT § Before me, (insert the name of the officer), on this day personally appeared ________________________, known to me (or proved to me on the oath of or through (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this ________day of 2024. __________________________ Notary Public's Signature Page 35 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: Tammy Dixon, Town Secretary AGENDA ITEM: Discuss and consider approval of a resolution approving proposed amendments to the Trophy Club Economic Development Corporation's Bylaws. BACKGROUND/SUMMARY: The Economic Development Corporation (EDC) Bylaws were reviewed by the Town Attorney's Office in conjunction with the Articles of Incorporation. As with the Articles of Incorporation, the proposed amendments reflect the changes made in 2009, when the Development Corporation Act (ACT) was recodified to Local Government Code Chapters 501 through 505. With the recodification, EDCs formerly known as 4A and 4B corporations are now referred to as Type A and Type B corporations, respectively. Additionally, proposed grammatical amendments were made. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: N/A LEGAL REVIEW: The resolution and amended bylaws were prepared by Town Attorney, Dean Roggia. ATTACHMENTS: 1. EDC Bylaws Redline 2. Resolution and Amended Bylaws ACTIONS/OPTIONS: Staff recommends that the EDC Board move to approve a resolution approving proposed amendments to the Economic Develoment Corporation's Bylaws. Page 36 of 80 BYLAWS OF THE TROPHY CLUB MUNICIJPAL ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1. Purpose. The Trophy Club Economic Development Corporation (the “Corporation”) is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the Town of Trophy Club, Texas (the "Town") as its duly constituted authority and instrumentality in accordance with the Local Government Code, Title 12, Subtitle C1, the “Development Corporation Act” of 1979, as amended, Tex. Rev. Civ. Stat. Ann. Art. 5190.6, as amended (the "Act"), and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be a Type B Corporation governed by Section 4BChapter 505 of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Number, and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws., Tthe Board shall exercise all of the powers of the Corporation subject to the Town Council’s approval of the Corporation’s annual budget. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the Town Council (the “Council") of the Town, as provided in the Articles of Incorporation. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Successor directorsAll subsequent Boards shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed from the office by the Town Council at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the Town 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 as specified in Article V of these Bylaws. Page 37 of 80 Section 3. Notice of Meetings. (a) Regular meetings of the Board shall be held without the necessity of written notice to the Directors at such times and places as shall be designated from time to time by the Board. Special meetings of the Board shall be held whenever called by the president, by the secretary, by a majority of the directors, by the Mayor of the Town, or by a majority of the Town Council. Emergency meetings shall be held in accordance with the Open Meetings Act. (b) The secretary shall give notice to each director of the sSpecial mMeeting in person or by mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a sSpecial mMeeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. 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 at nor the purpose of any Regular or Special Meeting of the Board need to 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 persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. 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, Tex. Gov. Code, as amended. Section 5. Quorum. A majority of the entire membership of the Board of Directors shall constitute a quorum for the conduct of 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 of the Corporation, unless the act of a greater number is required by law. Section 6. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. Page 38 of 80 (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 7. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified in. the resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 8. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. 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, and a treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of the office shall be one (1) years with the right of an officer to be reelected. (b) All officers shall be subject to removal from al). office at any time by a vote of the 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 chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, deeds, assignments, and other instruments in the name of the Corporation. Section 3. Powers and Duties of the Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Page 39 of 80 Section 4. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his duties in such form and amount as the Board or the Council may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, deeds, assignments, and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the papers as the' Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 6. Naming Board Members. The president, each vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board, but they may must be employees of the Town. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Corporate Duties and Authority. (a) The Board shall, if directed by the Town, research, develop, prepare, finance, and implement a recreational facilities development plan. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the Act, including, but not limited to Page 40 of 80 Section 4BChapter 505 of the Act thereof, and with the objective and for the purpose of developing and diversifying the economy of the State of Texas and the Town, and the elimination of unemployment and underemployment in the State and the Town, and the expansion of commerce within the State. (c) The Board shall periodically submit reports to the Town Council as to the status of its activities in carrying out its obligations under this Section, and, with respect to each project undertaken by the Corporation, shall submit quarterly annual reports on the status and finances of such project. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law, provided, that, prior to the authorization or execution of any such agreement a copy thereof shall be provided to the Town. (e) All construction and other contracts let or entered into by the Corporation shall be let or entered into in accordance with the laws applicable to the letting or entering into of contracts by the Town, unless applicable law and the Town permit otherwise. Section 2. Annual Corporate Budget. At least ninety (90) 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 of 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 Town Council. The budget shall not be effective until the same has been approved by the Town Council. Section 3. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate fund activities and affairs. The Town shall at all times have access to the books and records of the Corporation. (b) At the direction of the Town Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the Town. (c) The Corporation, or the Town if the option described in subsection (b) of this Section is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the Corporation and approved by the Town Council. Such audit shall be at the expense of the Corporation. Page 41 of 80 Section 4. Deposit and Investment of Corporate funds. (a) All proceeds from loans or 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 execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the Corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the Town. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasure and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the finance director/treasurer of the Town. Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Section 4BChapter 505 of the Act, monies derived from the rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (i) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the Town Council prior to the execution of loan or financing agreements or the sale and delivery of Obligations to the purchasers thereof required by Section 6 of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more "Projects”, 11 as defined in Section 4BChapter 501 and other Sections of the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the Council; (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article or in contracts meeting the requirements of Section 1 ( d(d) of this Article. Page 42 of 80 Section 6. Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the Town Council shall approve such Obligations by action taken no more than sixty (60) days prior to the date of delivery of such Obligations or refunding Obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the Town. Section 3. Seal. The seal of the Corporation shall be as determined by the Board. Section 4. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the Town or the Council or refer to advice and consent by the Council, such approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Council. Section 6. Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the Council and each employee of the Town, to the fullest extent permitted by law, against any and all liability or expense, including attorneysattorney’s fees, incurred by any of such persons by reason of Page 43 of 80 any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (a) the adoption of these Bylaws by the Board; and (b) the approval of the Bylaws by the Town Council. Section 2. Amendments to the Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. EXECUTED this __________ day of ___________________ Page 44 of 80 C:\Users\tdixon\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\A8LY9EEB\Bylaws Resolution- EDC (002).docx Page 1 TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2024-XX A RESOLUTION OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION APPROVING PROPOSED AMENDMENTS TO THE CORPORATION’S BYLAWS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Trophy Club Economic Development Corporation (“Corporation”) is a Texas non-profit corporation operating under the Development Corporation Act, codified in Subtitle C1 of Title 12 of the Texas Local Government Code, Chapters 501 through 505 (the “Act”), the Texas Business Organizations Code, as amended, and other applicable laws; and WHEREAS, the Corporation desires to amend the Bylaws to address amendments to the Development Corporation Act since their adoption; and WHEREAS, the amendments to the Bylaws are consistent with state law and with the Articles of Incorporation of the Corporation. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TROPHY CLUB ECONOMIC DEVELOPMENT CORPORATION THAT: SECTION 1. The Bylaws, attached hereto as Exhibit “A,” are hereby adopted and shall supersede and amend all previously adopted Bylaws. SECTION 2. This Resolution shall become effective from and after its date of passage. PASSED AND APPROVED THIS THE ________, DAY OF ___________________, 2024. ___________________________ Board President ATTEST: ___________________________ Board Secretary Page 45 of 80 C:\Users\tdixon\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\A8LY9EEB\Bylaws Resolution- EDC (002).docx Page 2 Exhibit A Page 46 of 80 Page 1 BYLAWS OF THE TROPHY CLUB MUNICIPAL ECONOMIC DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1. Purpose. The Trophy Club Economic Development Corporation (the “Corporation”) is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the Town of Trophy Club, Texas (the "Town") as its duly constituted authority and instrumentality in accordance with the Local Government Code, Title 12, Subtitle C1, the “Development Corporation Act” as amended (the "Act"), and other applicable laws. Section 2. Powers. In the fulfillment of its corporate purpose, the Corporation shall be a Type B Corporation governed by Chapter 505 of the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 1. Powers, Number, and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (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 subject to the Town Council’s approval of the Corporation’s annual budget. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the Town Council (the “Council") of the Town, as provided in the Articles of Incorporation. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. All subsequent Boards shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed by the Town Council at will. Section 2. Meetings of Directors. The directors may hold their meetings at such place or places in the Town 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 as specified in Article V of these Bylaws. Section 3. Notice of Meetings. (a) Regular meetings of the Board shall be held without the necessity of written notice to the Directors at such times and places as shall be designated from time to time by the Board. Page 47 of 80 Page 2 Special meetings of the Board shall be held whenever called by the president, by the secretary, by a majority of the directors, by the Mayor of the Town, or by a majority of the Town Council. Emergency meetings shall be held in accordance with the Open Meetings Act. (b) The secretary shall give notice to each director of the special meeting in person or by mail, telephone or telegraph, at least two (2) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a special meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. (c) Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. 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 at nor the purpose of any Regular or Special Meeting of the Board need to 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 persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 4. 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, Tex. Gov. Code, as amended. Section 5. Quorum. A majority of the entire membership of the Board of Directors shall constitute a quorum for the conduct of 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 constitu te the act of the Board of the Corporation, unless the act of a greater number is required by law. Section 6. Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside, and in the absence of the president, the vice president shall exercise the powers of the president. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Page 48 of 80 Page 3 Section 7. Committees of the Board. The Board may designate two or more directors to constitute an official committee of the Board to exercise such authority of the Board as may be specified in the resolution. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 8. Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III OFFICERS Section 1. Titles and Term of Office. (a) The officers of the Corporation shall be a president, vice president, secretary, and treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. Terms of the office shall be one (1) year with the right of an officer to be reelected. (b) All officers shall be subject to removal from office at any time by a vote of the 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 chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, deeds, assignments, and other instruments in the name of the Corporation. Section 3. Powers and Duties of the Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 4. Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these Bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these Bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of Page 49 of 80 Page 4 the Corporation, give such bond for the faithful discharge of his duties in such form and amount as the Board or the Council may require. Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, deeds, assignments, and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 6. Naming Board Members. The president, each vice president, and the secretary shall be named from among the members of the Board. The treasurer and any assistant secretaries may, at the option of the Board, be persons other than members of the Board, but they must be employees of the Town. Section 7. Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Other officers may be compensated as directed by the Board. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 1. General Corporate Duties and Authority. (a) The Board shall, if directed by the Town, research, develop, prepare, finance, and implement a recreational facilities development plan. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the Act, including, but not limited to Chapter 505 of the Act thereof, with the objective and for the purpose of developing and diversifying the economy of the State of Texas and the Town, and the elimination of unemployment and underemployment in the State and the Town, and the expansion of commerce within the State. (c) The Board shall periodically submit reports to the Town Council as to the status of its activities in carrying out its obligations under this Section, and, with respect to each project undertaken by the Corporation, shall submit quarterly annual reports on the status and finances of such project. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law, provided, that, prior to the authorization or execution of any such agreement a copy thereof shall be provided to the Town. Page 50 of 80 Page 5 (e) All construction and other contracts let or entered into by the Corporation shall be let or entered into in accordance with the laws applicable to the letting or entering into of contracts by the Town, unless applicable law and the Town permit otherwise. Section 2. Annual Corporate Budget. At least ninety (90) 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 of 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 Town Council. The budget shall not be effective until the same has been approved by the Town Council. Section 3. Books, Records, Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate fund activities and affairs. The Town shall at all times have access to the books and records of the Corporation. (b) At the direction of the Town Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the Town. (c) The Corporation, or the Town if the option described in subsection (b) of this Section is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the Corporation and approved by the Town Council. Such audit shall be at the expense of the Corporation. Section 4. Deposit and Investment of Corporate funds. (a) All proceeds from loans or 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 execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the Corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the Town. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its treasure and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the finance director/treasurer of the Town. Page 51 of 80 Page 6 Section 5. Expenditures of Corporate Money. (a) The monies of the Corporation, including sales and use taxes collected pursuant to Chapter 505 of the Act, monies derived from the rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (i) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the Town Council prior to the execution of loan or financing agreements or the sale and delivery of Obligations to the purchasers thereof required by Section 6 of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more "Projects”, as defined in Chapter 501 and other Sections of the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the Council; (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 2 of this Article or in contracts meeting the requirements of Section 1 (d) of this Article. Section 6. Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the Town Council shall approve such Obligations by action taken no more than sixty (60) days prior to the date of delivery of such Obligations or refunding Obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 1. Principal Office. (a) The principal office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continually designate a registered agent at its registered office, as required by the Act. Section 2. Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the Town. Section 3. Seal. The seal of the Corporation shall be as determined by the Board. Page 52 of 80 Page 7 Section 4. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5. Approval or Advice and Consent of the Council. To the extent that these Bylaws refer to any approval by the Town or the Council or refer to advice and consent by the Council, such approval, or advice and consent, shall be evidenced by a certified copy of a resolution, order, or motion duly adopted by the Council. Section 6. Indemnification of Directors, Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the Council and each employee of the Town, to the fullest extent permitted by law, against any and all liability or expense, including attorney’s fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 1. Effective Date. These Bylaws shall become effective upon the occurrence of the following events: (a) the adoption of these Bylaws by the Board; and (b) the approval of the Bylaws by the Town Council. Section 2. Amendments to the Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these Bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. EXECUTED this __________ day of ___________________, 20__. Page 53 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: Brandon Wright, Town Manager AGENDA ITEM: Discuss and consider approval of a resolution authorizing amendments to financial institution documents and naming authorized Town representatives for Texas Local Government Investment Pools TexPool signature accounts. BACKGROUND/SUMMARY: This resolution authorizes the inclusion of the following updates to the list of authorized representatives: Brandon Wright, serving as the Town Manager, and Ernest Gillespie, assuming the role of Chief Financial Analyst, are now officially recognized as Authorized Representatives. Additionally, Brandy Rider, Accountant, has been granted view- only access to the Town's banking information, enhancing transparency and efficiency in financial oversight. Established in 1989, TexPool stands as the preeminent and longest-standing local government investment pool in the State of Texas. With a robust portfolio boasting a total combined value of $44.9 billion, TexPool is dedicated to delivering unparalleled investment services to more than 2,750 communities across Texas. The financial strength and stability of TexPool are underscored by its prestigious AAA rating from Standard and Poor's, representing the highest attainable rating in the industry. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: N/A LEGAL REVIEW: Town Attorney, Dean Roggia, has reviewed the draft resolution as to form and legality. ATTACHMENTS: 1. Draft EDC Resolultion TXPool 2024-XX 2. TXPool Authorized Representatives ACTIONS/OPTIONS: Staff recommends that the Economic Development Board move to approve the resolution authorizing amendments to financial institution documents naming authorized Town representatives for Texas Local Government Investment Pools TexPool signature accounts. Page 54 of 80 RES 2024-XX Page 2 of 3 TOWN OF TROPHY CLUB, TEXAS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. EDC 2024-XX A RESOLUTION OF THE ECONOMIC DEVELOPMENT CORPORATION BOARD OF DIRECTORS OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING AND AUTHORIZING AMENDMENTS TO FINANCIAL INSTITUTION DOCUMENTS NAMING AUTHORIZED TOWN REPRESENTATIVES ON TEXPOOL SIGNATURE ACCOUNTS; APPOINTING AUTHORIZED REPRESENTATIVES, AND DESIGNATING INVESTMENT OFFICERS. WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, as amended (the “Interlocal Act”), permits any “local government” to contract with one or more other “local governments” to perform “governmental functions and services,” including investment of public funds (as such phrases are defined in the Interlocal Act); and WHEREAS, the Interlocal Act authorizes the contracting parties to any interlocal agreement to contract with agencies of the State of Texas, within the meaning of Chapter 771 of the Government Code; and WHEREAS, the Public Funds Investment Act, Chapter 2256 of the Texas Government Code, as amended (the “PFIA”), authorizes the entities described in Subsection (a) of the PFIA to invest their funds in an eligible public funds investment pool; and WHEREAS, it is in the best interests of the Trophy Club Economic Development Corporation (“Applicant”) to invest its funds jointly in the Texas Local Government Investment Pools (TexPool) in order better to preserve and safeguard the principal and liquidity of such funds and to earn an acceptable yield; and WHEREAS, Applicant is authorized to invest its public funds and funds under its control in TexPool and to enter into the participation agreement authorized herein; and WHEREAS, the Trophy Club Economic Development Corporation is a governmental nonprofit Corporation organized under Title 12, Subtitle C1, and Ch. 505 of the Texas Local Government Code, and is a Government Unit or Entity as defined in the Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE ECONOMIC DEVELOPMENT CORPORATION BOARD OF DIRECTORS OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. The form of application for participation in TexPool attached as Exhibit A to this resolution is approved. The officers of Applicant specified in the Page 55 of 80 RES 2024-XX Page 3 of 3 application are authorized to execute and submit the application, to open accounts, to deposit and withdraw funds, to agree to the terms for use of the website for online transactions, to designate other authorized representatives, and to take all other action required or permitted by Applicant under the Agreement created by the application, all in the name and on behalf of Applicant. Section 2. This resolution will continue in full force and effect until amended or revoked by Applicant and written notice of the amendment or revocation is delivered to the TexPool Board. Section 3. Terms used in this resolution have the meanings given to them by the application. PASSED AND APPROVED by the Board of Directors of the Trophy Club Economic Development Corporation on this 27th day of February 2024. President ATTEST: APPROVED AS TO FORM: Secretary Dean Roggia, Town Attorney Town of Trophy Club, Texas Page 56 of 80 RES 2024-XX Page 4 of 3 EXHIBIT A TexPool Resolution Amending Authorized Representatives Form Page 57 of 80 Page 58 of 80 Page 59 of 80 Page 60 of 80 Page 61 of 80 ECONOMIC DEVELOPMENT CORPORATION 4B COMMUNICATION MEETING DATE: February 27, 2024 FROM: Tamara Smith, MSL, Assistant to the Town Manager AGENDA ITEM: Discuss the business revitalization grant program. BACKGROUND/SUMMARY: On July 11, 2023, the Economic Development Corporation (EDC) discussed and considered a grant program tailored to benefit businesses within the community. The EDC deliberated and expressed the desire to support projects encompassing exterior and interior enhancements, equipment, and signage upgrades. Moreover, the Board has advocated for a nominal contribution from businesses in the form of matching funds, which will foster a sense of mutual accountability. The Board allocated $300,000 to the grant program for FY 2023-2024. The proposed program would be a yearly application with an evaluation and presentation to the EDC. A formal agreement will follow with progress reporting, final inspections, and performance requirements. On October 11, 2023, staff provided the EDC with a draft grant program to review. Staff is requesting direction from the EDC on the possibility of this grant program or to continue brainstorming on grant program ideas for the upcoming year. BOARD REVIEW/CITIZEN FEEDBACK: N/A FISCAL IMPACT: The Board allocated $300,000 from the EDC 4B special revenue fund for the grant program for FY 2023-2024. LEGAL REVIEW: N/A ATTACHMENTS: 1. Business Revitalization Grant Program TC FY23-24 ACTIONS/OPTIONS: Discuss and provide directions to staff. Page 62 of 80 Business Revitalization Grant Program (BRGP) FY 23-24 Guidelines and Application DRAFT1 Page 63 of 80 DRAFT2 Page 64 of 80 The Business Revitalization Grant Program (BRGP) is an initiative aimed at supporting local businesses within the Town by providing reimbursable matching grants for various improvement projects. The program seeks to enhance the visual appeal and improve overall competitiveness of businesses, ultimately driving economic growth and community prosperity.INTRODUCTIONDRAFT3 Page 65 of 80 The Trophy Club Economic Development Corporation 4B (EDC 4B) is dedicated to driving economic progress within the Town. Its core mission is to actively foster employment opportunities and enhance the overall well-being of the community by spearheading, developing, facilitating, and financing projects in accordance with the Economic Development Act. In 2023, the EDC 4B Board earmarked $300,000 to kickstart the Business Revitalization Grant Program (BRGP). This program is designed with the aim of fostering enhancements both externally and internally, as well as furnishing essential equipment to facilitate expansion and operational efficiency. The overarching objective is to maintain our Small Town Charm and stimulate customer growth within the Town. The EDC 4B places significant emphasis on thorough deliberation, ensuring that all grants align with the best interests of the community and that the projected benefits are effectively realized. Each applicant will be viewed on a case-by-case bases to help businesses achieve success in Trophy Club.BACKGROUNDDRAFT4 Page 66 of 80 The BRGP is a dynamic initiative aimed at fortifying local businesses within the town. This program offers reimbursable (85%) matching grants of up to $20,000 to support facade enhancements, sign improvements, interior renovations, equipment upgrades, and other critical investments. By empowering businesses to make these vital improvements, the EDC 4B aims to bolster the Town's economic vitality, create a more appealing business environment, and foster community prosperity. The BRGP offers a matching grant opportunity of up to $20,000 for procuring equipment that aids in production. A matching grant of up to $10,000 to support well-conceived enhancements that seamlessly integrate crucial storefront elements into a more appealing visual identity, including provisions for creating an accessible public entrance if required. Also, a matching grant of up to $10,000 to support interior enhancements to help enhance the customer experience. A matching grant of up to $5,000 is available for the enhancement of existing signage or the construction of new Town-approved signage. While Town staff will provide guidance on acceptable improvements, applicants are responsible for engaging licensed architects and contractors to refine the conceptual design based on the scope of work.OVERVIEWDRAFT5 Page 67 of 80 While the Town will review all BRGP applications that align with the eligibility criteria, it places particular emphasis on backing projects poised to yield a substantial positive influence on both the Town and its economic landscape. This includes generating increased business activity, making significant financial investments, facilitating revitalization efforts, and ensuring the retention or expansion of existing major employers. Prior to participating in the program, applicants must ensure they are current with all municipal tax obligations; Applicants are required to have no Town liens recorded against any property owned by them, encompassing, but not limited to, liens for weed control, demolition, board-up/open structure, and outstanding payments; Eligibility Criteria:ELIGIBILITY CRITERIAEligible applicants must either be property owners or tenants situated within the Town of Trophy Club; Tenants must obtain written approval from property owners in order to participate in the program;DRAFT6 Page 68 of 80 Eligibility Criteria: All applicants are required to adhere to both state and local laws and regulations governing licensing, permits, building codes, and zoning requirements; Excluded from consideration are government offices, residential properties, home-based enterprises, as well as establishments dealing in sexually-oriented or smoking paraphernalia products; Applicants must demonstrate financial stability and a clear plan for the project's completion.ELIGIBILITY CRITERIADRAFT7 Page 69 of 80 Interior Renovations: Funding can be allocated for interior renovations, such as; Remodeling enhancements that improve the customer experience, General maintenance such as HVAC, plumbing, electrical, etc. Equipment Purchases: Grants can cover the cost of purchasing new equipment or upgrading existing machinery to increase operational efficiency and productivity. Signage: Grants can cover the cost of purchasing signage off site to promote and market the their business. Applications must be made prior to work beginning. No grants will be awarded for work that has already started, in progress, or completed.ELIGIBILITY PROJECTSFaçade Improvements: Grants may be used to enhance the exterior appearance of businesses, including; Improvements to an existing exterior structure, Improvements to public facing façade(s) Signage Seating General building/property beautification including landscape DRAFT8 Page 70 of 80 Any deviation from the approved grant project may result in the total or partial withdrawal of the grant. Grants are awarded as a single payment to the applicant. If an applicant is awarded a grant for any work performed pursuant to this program and the work is altered for any reason within one year from the date of construction, the applicant may be required to reimburse the Town of Trophy Club immediately for the full amount of the grant. Further, if a property is listed for sale and/or leased to a tenant for a purpose not originally intended by the grant application within one year of reimbursement, the applicant may be required to reimburse the Town of Trophy Club immediately for the full amount of the grant.GRANT REQUIREMENTSWork must begin within six months from the date of the award. Grant funds are paid out on a reimbursement basis once completed work has been verified by Town staff as compliant with the plans proposed in the approved application.DRAFT9 Page 71 of 80 Each BRGP application will be processed in accordance with the following standards and procedures. Those seeking grants must duly fill out and submit the application to the Town. One of the prerequisites is furnishing documentation confirming the absence of any outstanding property tax payments for the property. Furthermore, applicants undertaking projects that encompass the refurbishment of one or more existing structures must furnish a comprehensive plan along with cost projections for the renovations. Interested businesses will complete and submit a application form, including project details, project estimates, and a timeline for completion. A selection committee, comprising the EDC 4B members and Town staff, will review applications based on eligibility criteria and alignment with program goals. Selected businesses will be notified of their grant award and will receive instructions on reimbursement procedures. Approved businesses will sign a performance agreement then may begin their proposed projects and may seek reimbursement upon completion. Application Process:APPLICATION PROCESSThe BRGP will announce specific periods when applications will be accepted from eligible businesses.DRAFT10 Page 72 of 80 Progress Reporting: Grantees will be required to submit regular progress reports, including financial statements, photos, and updates on project milestones. Final Inspection: Upon project completion, a final inspection will be conducted to ensure that the work meets the program's standards. Reimbursement Process: Grantees will submit documentation for eligible expenses, and reimbursement will be issued in accordance with the program's guidelines. Performance Requirements: Grantees will be required to fulfill performance requirements set forth in the performance agreement, failure to meet the specific requirements in the agreement will mean repayment of 100% of grant dollars received. Monitoring & Accountability Process:MONITORING & ACCOUNTABILITYDRAFT11 Page 73 of 80 As part of the consideration for any incentives, the Town will have the right to review and verify the applicant’s financial statements and records related to the project and the amount of any incentives that may be payable in any given year; and conduct an on-site inspection of the project in order to verify compliance with the terms and conditions of the BRGP. The Town Council retains sole authority to approve or deny any BRGP application and is under no obligation to approve any application. The Town retains the authority to reject an application while offering suggestions for improvements that could lead to future acceptance. The Town of Trophy Club has the right to terminate any agreement under the BRGP if a participant is found to be in violation of any conditions set forth in these guidelines. The Town reserves the right to make adjustments regarding conditions and parameters outlined in these guidelines. All grantee’s must enter into a written performance agreement.ADDITIONAL INFORMATIONDRAFT12 Page 74 of 80 ELIGIBLE AREATown of Trophy Club Boundary Map DRAFT13 Page 75 of 80 APPLICATIONApplicant Name Business Name Business Address Mailing Address Business Revitalization Grant Program Application Contact Number E-mail Address Building Owner Name Building Name Project Information Project Site/ Address Project Type Project Description DRAFT14 Page 76 of 80 APPLICATIONHow will this project benefit the community? Business Revitalization Grant Program Application How will this project benefit your business? Project Expenditures Estimated Cost Grant Requested Project Cost DRAFT15 Page 77 of 80 APPLICATIONTotal Cost of Project Business Revitalization Grant Program Application Total Grant Dollars Requesting *15% of total cost of project is the responsibility of the applicant. Number of Employees Number of Years in Trophy Club Business Information Annual Revenue Please ensure that the final project scope of work, along with accompanying pictures, drawings, and any relevant documentation, is attached. This comprehensive package will play a crucial role in conveying a cohesive narrative that will aid the EDC 4B and Town staff in comprehending your vision for the allocation of grant funds. By signing this document, you affirm that you possess the requisite authority to seek funding for the mentioned business, you will abide by the program guidelines, and that the information furnished is true and accurate to the best of your knowledge. Signature: _________________________________________________________________________ Printed Name: _____________________________________________________________________ Title: _____________________________________________________________________________ Date: ________________________________ Will this project create or retain jobs?Yes No DRAFT16 Page 78 of 80 DRAFT17 Page 79 of 80 Town of Trophy Club 1 Trophy Wood Drive Trophy Club, TX 76262 Please Return To:DRAFT18 Page 80 of 80