05-11-2012 (WEDC) Minutes (04) Minutes
Wylie Economic Development Corporation
Board of Directors Meeting
Friday, May 11, 2012 6:30 A.M.
WEDC Offices—Conference Room
250 South Highway 78—Wylie, Texas
CALL TO ORDER
Announce the presence of a Quorum
President Marvin Fuller called the meeting to order at 6:30 a.m. Board Members present were:
Chris Seely, Mitch Herzog, John Yeager and Todd Wintters.
WEDC staff present was Executive Director Sam Satterwhite and Senior Assistant Gerry Harris.
Ex-officio members Eric Hogue and Mindy Manson were present.
CITIZEN PARTICIPATION
There being no citizen participation, President Fuller proceeded to Action Items.
ACTION ITEMS
ITEM NO. 1 —Consider and act upon approval of the April 30, 2012 Minutes of the WEDC
Board of Directors Meeting.
MOTION: A motion was made by Mitch Herzog and seconded by John Yeager to
approve the April 30, 2012 Minutes of the WEDC Board of Directors
Meeting. The WEDC Board voted 5 —FOR and 0 —AGAINST in favor of
the motion.
ITEM NO. 2 — Consider and act upon approval of the April 2012 WEDC Treasurer's
Report.
Staff reported that May 2012 sales tax receipts reflected a 2.5% decline over May 2011 which is
the first decline since October 2010. No other irregularities were reported by staff in the WEDC
financials.
MOTION: A motion was made by John Yeager and seconded by Chris Seely to
approve the April 2012 WEDC Treasurer's Report. The WEDC Board
voted 5 —FOR and 0—AGAINST in favor of the motion.
DISCUSSION ITEMS
ITEM NO. 3 - Consider issues pertaining to the WEDC Bylaws.
Staff presented a copy of the First Amended Bylaws of the WEDC. As pointed out by the Board,
the address of the registered office is incorrect. Should an amendment be required to correct the
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May 11, 2012
Page 2 of 4
address, staff and the Board should spend the appropriate amount of time reviewing the Bylaws
in their entirety to determine if other amendments are necessary. Staff suggested that the Board
discuss possible amendments to:
1. Reflect 250 South Hwy. 78, Wylie, Texas as the physical and mailing address; and
2. Number and Qualifications of the Board. While the Board could include 7 members,
John Yeager, Todd Wintters, and Mitch Herzog expressed their opinion that the Board
should remain at 5 members. They also recommended that the qualifications remain
unchanged. Mayor Hogue and President Fuller agreed that all members should reside
within the City Limits and not in unincorporated areas within the WISD; and
3. Staff mentioned that term limits might be added to the Bylaws, but Mitch Herzog said
that longevity is an asset to the Board and he recommended against inserting term limits;
and
4. Staff recommended that as per the By-Laws the Board may employ a Director of
Economic Development, but the By-Laws fail to specify that the Director reports directly
to the Board as is clarified by separate agreement between the WEDC and City.
Staff reviewed that the Bylaws may be amended by an affirmative vote of four (4) of the
Directors and notice of said meeting is given to the Directors in writing at least ten (10) days in
advance. Assuming amendments are approved by the Directors, the amendments will not be
final until approved by the City Council.
Staff had no recommendation at the time.
ITEM NO. 4 - Consider issues pertaining to the FY 2012—2013 WEDC Budget.
Staff presented the first draft of the FY 2012 — 2013 WEDC Budget. Staff believed that a final
budget can be prepared by July 13th and presented to Council during `Departmental
Presentations' on July 17th and 19th. A Budget Work Session for the city Council will be held on
July 31st with a proposed City budget filed with the City Secretary on August 3, 2012. Staff
based this first draft upon past expenditures and current programs in place. New programs
recommended by staff and desired by the Board can be discussed in more detail during the June
WEDC Board Meeting.
EXECUTIVE SESSION
The WEDC Board recessed into Closed Session at 6:59 a.m. in compliance with Section 551.001
et.seq. Texas Government Code to wit:
Board Member Mitch Herzog left the meeting at 6:59 a.m. due to conflict of interest surrounding
the PM Realty Group item.
Section 551.087 (Economic Development) of the Local Government Code, Vernon's Texas
Code Annotated(Open Meetings Act).
• Consider a request for assistance from Project Warranty utilizing WEDC property located
at 2804 W. F.M. 544 to develop a new commercial facility.
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May 11, 2012
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• Consider a proposed amendment to a Performance Agreement between the WEDC and
PM Realty Group.
• Consider a request for assistance from Project ATR.
Section 551.071 (Consultation with Attorney) of the Local Government Code, Vernon's Texas
Code Annotated (Open Meetings Act).
• Receive legal advice concerning Cause No. 366-01521-2011 in the 366th Judicial District
in the case styled Wylie Economic Development Corporation vs. Sanden International
(U.S.A.), Inc.
Board Member Mitch Herzog returned to the meeting at 7:13 a.m.
Attorney Richard Abernathy entered the meeting at 7:13 a.m.
RECONVENE INTO OPEN MEETING
The WEDC Board of Directors reconvened into open session at 7:54 a.m. and took the following
action:
MOTION: A motion was made by Todd Wintters and seconded by Mitch Herzog to:
1. Authorize Mr. Richard Abernathy to execute a Rule 11 Agreement forgoing
the execution of the Trial Court's judgment until Noon CST on June 1, 2012;
further authorizing Mr. Abernathy to execute a Joint Motion to Release Funds
Instanter; and
2. Authorize WEDC President Marvin Fuller to execute a Mutual Release and
Settlement Agreement which contemplates, among other things, the simultaneous
accomplishment of the following:
a. Sanden agrees to pay WEDC the total sum of $100,000 in cash or cash
equivalency; and
b. Sanden and WEDC agree to vacate the trial court judgment; and
c. Sanden and WEDC execute a Joint Motion to Dismiss and corresponding
Agreed Order to Dismiss with Prejudice; and
d. WEDC agrees to request in writing a Joint Work Session with the Wylie
City Council at which Sanden and WEDC will be given the opportunity to
present to Council topics of interest, and
e. Sanden and WEDC agree to issue a joint press release subject to President
Fuller receiving the joint press release, having the opportunity to edit the
same, being approved by the Executive Director, and having the sole
authority to accept or reject the joint press release in whole or part; and
3. Authorize the above terms to expire if not accepted by Sanden at Noon CST on
May 25, 2012.
The WEDC Board voted 5 —FOR and 0—Against in favor of the motion.
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May 11, 2012
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Board Member Mitch Herzog left the meeting at 7:57 a.m. due to conflict of interest surrounding
the PM Realty Group item and did not return to the meeting.
MOTION: A motion was made by Chris Seely and seconded by John Yeager to amend
the Performance Agreement between PM Realty Group and the WEDC as
follows:
1. Amend the date by which PM Realty Group must purchase the Property to
June 22,2012; and
2. Amend the date by which PM Realty Group must receive a building permit
from the City of Wylie to August 15, 2012; and
3. Amend ownership of development from PM Realty Group, LP, to PM Wylie
MOB, LP; and
4. Amend Section I of the Agreement (Economic Assistance) providing for a
$36,000 grant as reimbursement for qualified public infrastructure, payable in
full upon issuance of a Certificate of Occupancy by the City of Wylie for 24-
hour emergency care facilities operated on site and construction of a helipad;
and
5. Authorize President Fuller to execute an Amended and Restated Performance
Agreement between the WEDC and PM Wylie MOB, LP.
The WEDC Board voted 4—FOR and 0—AGAINST in favor of the motion.
ADJOURNMENT
With no further business, President Fuller adjourned the WEDC Board meeting at 7:59 a.m.
414d/im, G
Marvin Fuller,President
ATTEST:
Samuel Satterwhite, Director