Loading...
HomeMy WebLinkAboutAgenda_GEDCO_09.22.2014Notice of Meeting for the Georgetown Economic Development Corporation And the Governing Body of the City of Georgetown September 22, 2014 at 3:30 PM at FRIENDS OF THE LIBRARY ROOM at 402 W. 8th Street, Georgetown, Texas The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Legislative Regular Agenda A Action out of Executive Session. B Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, August 18, 2014 --Hugh Brown, Secretary C Consideration and possible action to approve the GEDCO 2014/15 budget - Micki Rundell, Finance Manager D Consideration of the August 2014 Financial Report-Micki Rundell, Finance Manager E Discussion and possible action regarding the Project Progress Report, including Airborn, Radix BioSolutions, Lone Star Circle of Care, Georgetown Winery, Grape Creek Winery, Difusion Technologies, Inc., Texas Life Sciences Collaboration Center (TLCC), Radix, Radiation Detection Company, Summit at the Rivery Conference Center, Molecular Templates, Inc., and TASUS Texas Corporation—Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director F Discussion and possible action to approve the Economic Development Department's participation in the Wilco Funding Portal joint venture on behalf of GEDCO - Mark Thomas G Consideration and possible action on funding for the Pecan Branch development - Mark Thomas Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. H Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which the duty of the attorney to the Georgetown Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. I Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase,exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have adetrimental effect on negotiations with third persons. J Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financial information that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown and with which the Corporation is conducting economic development negotiations; and/or deliberation regarding the offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown. - Pecan Branch K Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which the duty of the attorney to the Georgetown Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. CERTIFICATE OF POSTING I, Jessica Brettle, City Secretary for the City of Georgetown, Texas, do hereby certify that this Notice of Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general public at all times, on the ______ day of __________________, 2014, at __________, and remained so posted for at least 72 continuous hours preceding the scheduled time of said meeting. ____________________________________ Jessica Brettle, City Secretary City of Georgetown, Texas SUBJECT: Action out of Executive Session. ITEM SUMMARY: FINANCIAL IMPACT: None SUBMITTED BY: Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, August 18, 2014 --Hugh Brown, Secretary ITEM SUMMARY: ATTACHMENTS: 1. Draft Minutes for the Regular Meeting held Monday, August 18, 2014 FINANCIAL IMPACT: None SUBMITTED BY: Hugh Brown, Corporate Secretary ATTACHMENTS: Description Type Aug. 18, 2014 Minutes Cover Memo GEDCO Minutes August 18, 2014 Page 1 of 3 Minutes of the Meeting of the Georgetown Economic Development Corporation And the Governing Body of the City of Georgetown, Texas August 18, 2014 The Georgetown Economic Development Corporation of the City of Georgetown, Texas, met on Monday, August 18, 2014. Members Present: Steve Fought, Kevin Kelly, Hugh Brown, Patty Eason, Charles Carter, Walt Barkalow, John Hesser Members Absent: Walt Barkalow, Kevin Kelly Staff Present: Mark Thomas, Economic Development Director, Shirley Rinn, Executive Assistant, Micki Rundell, Finance Manager, Laurie Brewer, Assistant City Manager, Jodi Levi, Senior Accountant, Bridget Chapman, City Attorney, Conchita Gusman, Economic Development Program Manager MINUTES Call to Order at 03:30 PM Legislative Regular Agenda A Discussion and possible action regarding the Project Progress Report, including Airborn, Radix BioSolutions, Lone Star Circle of Care, Georgetown Winery, Grape Creek Winery, Difusion Technologies, Inc., Texas Life Sciences Collaboration Center (TLCC), Radix, Radiation Detection Company, Summit at the Rivery Conference Center, Molecular Templates, Inc., and TASUS Texas Corporation—Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director Thomas provided an overview of the status of each of these projects. He told them that that the EB 5 regional employment center was approved for the Rivery Conference Center. B Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, June 16, 2014--Hugh Brown, Secretary Motion by Eason, second by Fought to approve the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, June 16, 2014. Approved 5-0 (Kelly and Barkalow absent) GEDCO Minutes August 18, 2014 Page 2 of 3 C Consideration of the June 30, 2014 and July 31, 2014 Financial Reports-Micki Rundell, Finance Manager Rundell provided an overview of the reports. She told them that the Rivery Bonds will not be issued most likely until next fiscal year. The June Sales Tax collections are 8.04% higher that same time last year and 12.01% higher year to date. There was also a clarification that GEDCO does own the Grape Creek Building. D Consideration and possible action regarding the Administrative Services Contract between the City of Georgetown and the Georgetown Economic Development Corporation - Micki Rundell, Finance Manager Rundell provided the overview of the Administrative Contract. The costs have been adjusted this year. She told the board it had not been adjusted in some time. $83,000 was prior amount. She explained the increases. She explained the percentages of GEDCO funding utilized for positions. Motion by Brown, second by Fought to approve the Administrative Services Contract between the City of Georgetown and the Georgetown Economic Development Corporation. Approved 5-0 (Barkalow and Kelly absent) E Consideration and possible action to approve the GEDCO 2014/15 budget - Micki Rundell, Finance Manager This Item was pulled. Need to clarify Rivery items in the Budget. The Budget will be brought back at the next GEDCO Meeting. F Consideration and possible action regarding the Performance Agreement between DisperSol and GEDCO - Mark Thomas, Economic Development Director Thomas provided an explanation of the terms for the Dispersol Performance Agreement for an amount not to exceed $250,000 for job creation at $5,000 per job created up to 50 net new employment positions as defined in the Agreement. Thomas also provided an overview of their business operations at the TLCC. Chapman told the Board that Dispersol signed a 5 year lease with TLCC in February 2014. Part of the considerations for this Agreement included retainage issues related to the current jobs that exist. Thomas and Chapman also told the Board about the specialization of the new buildout. This space is to be used exclusively by Dispersol, but if they ever leave, the buildout improvements will be an asset to TLCC. GEDCO Minutes August 18, 2014 Page 3 of 3 Motion by Brown, second by Fought to approve a Performance Agreement in an amount not to exceed $250,000 between DisperSol Technologies, LLC and GEDCO. Approved 5-0 (Barkalow and Kelly absent) Recessed to Executive Session at 4:18 p.m. Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. H Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which the duty of the attorney to the Georgetown Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. I Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase, exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have a detrimental effect on negotiations with third persons. J Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financial information that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown and with which the Corporation is conducting economic development negotiations; and/or deliberation regarding the offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown. - Enflite Reconvened to Regular Session at 4:18 p.m. G. Action out of Executive Session Motion by Fought, second by Hesser to approve the contract amendments for the Performance Agreement with Enflite as discussed in Executive Session. Approved 5-0 (Barkalow and Kelly absent) ADJOURNMENT The Meeting was adjourned at 4:20 p.m. Attest: ______________________________ ___________________________________ Hugh Brown, Corporate Secretary Patty Eason, President City of Georgetown, Texas SUBJECT: Consideration and possible action to approve the GEDCO 2014/15 budget - Micki Rundell, Finance Manager ITEM SUMMARY: See Attachment FINANCIAL IMPACT: See Attachment SUBMITTED BY: Micki Rundell, Finance Manager ATTACHMENTS: Description Type 2014/15 Budget Cover Memo City of Georgetown, Texas SUBJECT: Consideration of the August 2014 Financial Report-Micki Rundell, Finance Manager ITEM SUMMARY: See Attachment FINANCIAL IMPACT: None SUBMITTED BY: Micki Rundell, Finance Manager ATTACHMENTS: Description Type Aug. 2014 report Cover Memo City of Georgetown, Texas SUBJECT: Discussion and possible action regarding the Project Progress Report, including Airborn, Radix BioSolutions, Lone Star Circle of Care, Georgetown Winery, Grape Creek Winery, Difusion Technologies, Inc., Texas Life Sciences Collaboration Center (TLCC), Radix, Radiation Detection Company, Summit at the Rivery Conference Center, Molecular Templates, Inc., and TASUS Texas Corporation—Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director ITEM SUMMARY: The GEDCO Board has requested that staff provide a project progress and status report at each meeting on all of the active projects discussed by the Board. ATTACHEMENT: 1. Project Status Report FINANCIAL IMPACT: N/A SUBMITTED BY: Paul E. Brandenburg, General Manager and Mark Thomas, Economic Development Director ATTACHMENTS: Description Type 9-2014 Project Update Cover Memo Project Project Description Approved by Council Funded Monitoring Compliance Closed Citigroup $1.3 Million Grant for wastewater infrastructure disbursed in April 2008. 12/12/2006 Funded April 2008 Approved and completed; Monitoring Compliance No Enflite Company building 25,000 sq. ft. expansion and adding 75 new jobs. Grant amount was $144,000 on completion of facility. Working with enflite regarding issues related to compliance with terms of Performance Agreement. 8/12/2008 and 3/10/2009 Funded $144,000 in May 2009 Final Compliance Date is in 2013. Council will act on final compliance and repayment to GEDCO on 9-23-1014. No Airborn II Provided a $300,000 grant for job creation and retention and capital investment based on new 50,000 sq. ft. manufacturing facility at Georgetown South Commercial Park. Amending Performance Agreement to extend the construction completion date to May 2010. Extension was approved by GEDCO on January 25, 2010 and the City Council on January 26, 2010. Construction of Facility completed May 2010. Yes. 9/25/2007and 1/26/2010 Partially Funded. First Annual payment made February 2011 Yes. Did not meet job numbers in 2011 or 2012, therefore, no payment in those years. Final compliance 2014 No Radix BioSolutions, Ltd. Provided grant to assist with the work and future plans of Radix BioSolutions at the TLCC. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting. 3/9/2010 Funded May 13, 2010 Yes, Final compliance date is March 2018 No Lone Star Circle of Care Provided a grant not to exceed $387,000 for Qualified Expenditures for future site improvements at 205 East University Avenue, Georgetown, Texas. Loan Agreement and Promissory Note have not been executed. Agreement approved by GEDCO on June 23, 2011 and Council approved the Agreement at its June 28, 2011 Meeting. 6/28/2011 Funded November and December 2011 Yes, Final Compliance Date is July 28, 2016 No. Grape Creek Provide a grant not to exceed $447,000 for Qualified Expenditures for the lease/purchase and future site improvements at 101 E. 7th Street and 614 Main Street for the operation of a winery on the Downtown Square in Georgetown Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. Fourth Amended Performance Agreement, Lease Agreement, and Promissory Note was approved by GEDCO on August 20, 2012 and by the City Council on August 28, 2012. TIRZ Agreement for $60,000 approved by City Council on 9-11-12. 8/23/2011 Funded Yes, Final Compliance is March 2018.No GEDCO PROJECT UPDATE AND STATUS REPORT September 22, 2014 Project Project Description Approved by Council Funded Monitoring Compliance Closed GEDCO PROJECT UPDATE AND STATUS REPORT September 22, 2014 Georgetown Winery Provide a grant not to exceed $70,000 for Qualified Expenditures described as equipment for wine production and an agreement to maintain and operate the existing winery in Georgetown. Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. 8/23/2011 Funded Yes, Final Compliance Date is June 30, 2016 No DiFusiion Technologies Provide a grant not to exceed $92,000 for Qualified Expenditures described as an ICP Spectrometer to be purchased by TLCC to be leased to Dufusion under the terms of the Performance Agreement. Qualified Expenditure to remain the Property of GEDCO unless transferred to DiFusion per the terms of the Performance Agreement.Agreement approved by GEDCO on October 17, 2011 and November 21, 2011 and Council approved the Agreement at its December 13, 2011 Meeting. Performance Agreement and Lease Agreement have not been executed. The GEDCO Board approved additional requirements for the Performance Agreement on May 21, 2012. Approved by Council on July 10, 2012.7/10/2012 Funded Yes, Final Compliance Date is July 31, 2015 No Georgetown Indpendent School District Provided a grant not to exceed $200,560 for the purchase of qualified expenditures related to the equipment for the Engineering Program and Laboratories at Georgetown and East View High Schools. GISD will offer the MSSC Certifications, implement a Job Placement Program, provide and annual report and annual tour of the facilities to the GEDCO Board. Agreement was approved by GEDCO on September 17, 2012 and the City Council on September 25, 2012. The GEDCO Board approved the GISD request to amend the Performance Agreement to allow the purchase different equipment than outlined in the original agreement on November 18, 2013.9/17/2012 Partially Funded. Yes. Final Compliance based on life of equipment. No Texas Life Sciences Collaboration Center Provide a grant of $150,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on July 15, 2013. 7/16/2013 Funded October 2013 Yes. Final Compliance September 2014 No. The Rivery at Summit Conference Center Provide a grant not to exceed $4.5 Million for Public Infrastructure Improvements. Approved by the GEDCO Board on November 18, 2013. Approved by the City Council on December 10, 2013. 12/10/2013 Not Funded Yes.Construction Deadline is September 30, 2015. No. Molecular Templates, Inc. Provide a grant of $69,000 for the retention of jobs and retaining its headquarters at the TLCC. Approved by the City Council on December 10, 2013 and approved by the GEDCO Board on December 16, 2013. 12/10/2013 Not Funded Yes. Final Compliance December 31, 2014 No. Project Project Description Approved by Council Funded Monitoring Compliance Closed GEDCO PROJECT UPDATE AND STATUS REPORT September 22, 2014 TASUS Texas Corporation Provide a grant of $67,500 for job creation related to expansion of manufacturing facilities. Approved by the City Council on February 25, 2014 and approved by the GEDCO Board on February 17, 2014 2/25/2014 Not Funded Yes. Final Compliance May 31, 2017 No. Project Project Description Approved by Council Funded Monitoring Compliance Closed Vista Solutions Provided up to a $30,000 grant for the creation of high wage jobs and capital investment. Software development company locating on the square. 4/25/2006 Funded $21,000 April 2008 No. Yes Orthopeutics Provided up to $18,000 grant to company for creation of new jobs and capital investment. 8/12/2008 Yes. Funded up to $18,000 March 2009 No Yes Airborn I Provide a $300,000 grant for job creation and retention and capital investment based on new 50,000 sq. ft. manufacturing facility at Longhorn Junction. 12/11/2007 Not funded No Yes Loading Dock Water line infrastructure project to provide fire rate water flow to the Loading Dock restaurant and all buildings along Austin Avenue between 6th Street and 7th. 12/12/2006 Funded up to $100,000 Spring 2007 No Yes Quantum Logic Devices Provide Grant to assist the company in its efforts to build a test product for diagnostic clincical trials. GEDCO did not approve request.No Not funded No Yes Kenny Nguyen DBA The Beauty Escape Salon (Gardens Building) Provide grant to relocate transformers to downtown building. 5/13/2008 Funded $10,750 June 2008 No Yes CLOSED GEDCO PROJECTS Project Project Description Approved by Council Funded Monitoring Compliance Closed CLOSED GEDCO PROJECTS IntraLink-Spine, Inc. Provide grant to assist with the work and future plans of IntraLink-Spine, Inc, at the TLCC. Agreement approved by GEDCO on June 3, 2010 and Council approved the Agreement at its June 8, 2010 Meeting. The Agreement was not funded. Most of the company's operations are moving to Kentucky. 6/8/2010 Not Funded No Yes Amante Provide grant to fund grease trap improvements in alley in an amount not to exceed $25,968.40. Amante's closed its operations June 9, 2010.There is now a working grease trap that will benefit the next tenant. 8/25/2009 Funded $25,968.40 in September 2009 No (business closed) Yes Hope Lumber Company nka Pro-Build South, LLC Distributor of building materials. Company expanded rail line which required relocation of electric transformers. 4A funds provided $18,410 to offset cost of relocating electric transformers. 11/14/2006 Funded $18,410 March 2007 No Yes Ringdale, Inc. Provide grant for $20,000 to expand its current facility to 8,500 sq. ft. and hire at least 10 new employees to work on the LED technology. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting 3/9/2010 Funded $20,000 April 8, 2010 No Yes Project Project Description Approved by Council Funded Monitoring Compliance Closed CLOSED GEDCO PROJECTS McIntosh Holdings, LLC Provide grant to relocate transformer to office building. GEDCO approved conditional Performance Agreement on December 21, 2009. Staff has requested back up invoices to verify electrical work performed and will bring agreement back to GEDCO once that is received from the Applicant. Legal worked with Applicant's Attorney to negotiate a settlement agreeement. No Not funded No Yes Texas Outdoor Power Equipment Funded extension of water and wasterwater infrastructure based on the construction of a new 70,000 sq. ft. warehouse. 5/27/2008 Funded $160,800 March 2009 No Yes Texas Life Sciences Collaboration Center Provide a grant not to exceed $150,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on November 1, 2010 and the City Council on December 14, 2010. 12/14/2010 Funded No Yes City of Georgetown, Texas SUBJECT: Discussion and possible action to approve the Economic Development Department's participation in the Wilco Funding Portal joint venture on behalf of GEDCO - Mark Thomas ITEM SUMMARY: The economic development leaders in Williamson County have been meeting to discuss coop marketing and noncompetitive programs to attract and retain business in the County. Through this collaboration the Georgetown Economic Development Department along with Round Rock and Cedar Park have co-founded the Wilco Funding Portal website. The website was unveiled on June 9, 2014 and is Texas' only hyper-local crowdfunding website- http://wilcofundingportal.com/. Crowdfunding is an excellent alternative to bank funding and the Wilco site hits a market niche not currently being address. One of the first Georgetown businesses to take advantage of the Wilco portal site has already raised $200,000 from Williamson County investors. Due to the success of this program, the parties involved have determined a need to enter into a Joint Venture Agreement and provide minimal funds to develop and maintain the website. In addition to the one time payment of $2,500, the Economic Development Department agrees to assist in the review of and consultation with companies seeking to use the site. Staff now respectfully requests that GEDCO approve entering into this Joint Venture and allow Mark Thomas to sign the agreement for GEDCO participation. FINANCIAL IMPACT: $2,500.00 SUBMITTED BY: ATTACHMENTS: Description Type Joint Venture Agreement Cover Memo CENTRAL TEXAS ENTREPRENEUR NETWORK, LLC 620 Congress Ave. Third Floor, Suite 320 Austin, Texas 78701 June ___, 2014 Via _________________ Round Rock Chamber of Commerce, Inc. Attn: Chair, Board of Directors 212 East Main Round Rock, Texas 78664 Via _________________ Georgetown Economic Development Corporation Attn: Chair, Board of Directors 113 E. 8th Street Georgetown, Texas 78626 Via _________________ The Cedar Park Economic Development Corporation Attn: Chair, Board of Directors 600 North Bell Cedar Park, Texas 78613 RE: Formation of Williamson County Funding Portal Economic Development Joint Venture Ladies and gentlemen: When countersigned by each of you in the spaces provided below, this letter will constitute a legally binding agreement (this “Agreement”) by and among the undersigned relating to: (a) the formation of a joint venture (the “Joint Venture”) by and among Round Rock Chamber of Commerce, Inc., a Texas non-profit corporation, The Cedar Park Economic Development Corporation, a Texas non-profit corporation, and Georgetown Economic Development Corporation, a Texas non-profit corporation (collectively, the “Joint Venturers” and each individually, a “Joint Venturer”), and (b) the development and operation of certain web-based crowd funding software by Central Texas Entrepreneur Network, LLC, a Texas limited liability company (the “Developer”). When countersigned by all of the parties listed below, this Agreement will serve as the joint venture agreement of the Joint Venture. Additionally, when countersigned by all of the parties below, this Agreement will serve as the agreement amongst the Joint Venture and the Developer for the funding of Developer’s development of the Technology (defined below) and the consideration provided to the Joint Venture in exchange for said funding. 1. Formation of Joint Venture. The Joint Venture is formed pursuant to this Agreement, and shall be operated as a Texas general partnership under the name WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE. 2. Purpose of Joint Venture. The purpose of the Joint Venture shall be solely (a) for the funding to Developer of the funds specified in Section 10 in order to enable the Developer to develop certain web-based software to be used for economic development purposes within Williamson County, Texas, (b) to enjoy the benefits set out in Section 12, and (c) to engage in other activities incidental thereto. The Joint Venture shall have no other purpose and shall engage in no other business. Each Joint Venturer is free to enga ge in any and all other activities whether or not such activities are similar to those undertaken by the Joint Venturer. Further, other than each Joint Venturer’s respective funding obligations described in Section 5, the Joint Venturer’s shall have no other obligation or duty, fiduciary or otherwise, with regard to the Joint Venture or any other Joint Venturer. WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE June ___, 2014 Page 2 of 7 3. Duties and Obligations. 3.1 Duties of the Parties. The Developer shall devote such time and efforts as may be reasonably necessary to develop the Technology (defined below in Section 10) and operate, manage, host, market, maintain and oversee the Technology as hosted at http://wilcofundingportal.com (the “Site”) consistent with Section 10. Neither the Joint Venture nor any Joint Venturer shall have any duty or obligation to develop, operate, manage, host, market, maintain, or otherwise oversee any aspect of the Technology. Each Joint Venturer shall devote such time as may be reasonably necessary for the operations of the Joint Venture and shall designate one or more individuals who will be responsible for representing such Joint Venturer’s interests in the operations of the Joint Venture. 3.2 Exclusive Obligations. Each party hereto agrees not to engage in any activities that would conflict with the operations of the Joint Venture, or that th e Joint Venture could engage in which are consistent with the purpose set forth in Section 2 if the Joint Venture chose to do so. Each party hereto further agrees not to engage in any activity within the general purposes of the Joint Venture without first giving the Joint Venture the right to engage in that activity. Any decision to undertake such an opportunity shall be made by unanimous decision. 4. Management Structure. The Joint Venture shall be managed by a committee consisting of three (3) members. Each Joint Venturer shall appoint one (1) such member to the committee. All decisions as to the day to day operations of the Joint Venture shall be made by the majority resolution or consent of the committee; provided, however, that the committee shall not, without the unanimous consent of all of the Joint Venturers of the Joint Venture: (a) confess a judgment against the Joint Venture; (b) admit any person as a joint venturer to the Joint Venture; (c) engage in any sale of all or substantially all of the Joint Venture’s assets or otherwise agree or consent to any transfer or sale of any interest in the Joint Venture; (d) amend or otherwise modify this Agreement in any manner; or (e) execute or deliver any assignment for the benefit of the creditors of the Joint Venture. 5. Ownership of Joint Venture and Capital Contributions. The Joint Venture shall be owned by the Joint Venturers, and each Joint Venturer’s respective percentage of ownership in the Joint Venture shall be as set forth in the following table. Only the Joint Venturers are joint venturers of the Joint Venture. The Developer is not and shall not be deemed to be a joint venturer of the Joint Venture. Joint Venturer, Round Rock Chamber of Commerce, Inc. and Joint Venturer, The Cedar Park Economic Development Corporation have each previously contributed the funds set forth across from such entity’s name in the following table by way of delivering said funds to the Developer. Joint Venturer, Georgetown Economic Development Corporation shall immediately upon the full execution of this Agreement contribute and deliver to the Joint Venture the funds set forth across from such entity’s name in the following table. Joint Venturer: Amount of Contribution: Form of Contribution: Percentage Ownership: Round Rock Chamber of Commerce, Inc. $2,500.00 Cash 33 1/3 % The Cedar Park Economic Development Corporation $2,500.00 Cash 33 1/3 % Georgetown Economic Development Corporation $2,500.00 Cash 33 1/3 % Total: $7,500.00 100.0% None of the Joint Venturers shall be obligated to contribute any additional capital to the Joint Venture beyond the contributions set forth in the table above. The delivery of said funds to the Developer by Joint Venturer, Round Rock Chamber of Commerce, Inc. and by Joint Venturer, The Cedar Park Economic Development Corporation is in satisfaction of said Joint Venturers’ obligations to contribute funds to the Joint Venture and in partial satisfaction of the Joint Venture’s obligation to pay amounts to the Developer pursuant to Section 10. In the event that any Joint Venturer fails to make a capital contribution within ten (10) days following the date on which such contribution is required by this Section 5, then such Joint Venturer shall automatically and without WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE June ___, 2014 Page 3 of 7 the need for further action on the part of such Joint Venturer, cease to be a joint venturer of the Joint Venture, and the amount of money which the Joint Venture shall be obligated to Developer pursuant to Section 10 shall be reduced by the amount which the non-contributing Joint Venturer was required but failed to contribute to the Joint Venture. This provision shall not relieve a non- contributing Joint Venturer from any liability to the Joint Venture for any damage or loss caused by the failure to make said contribution. 6. No Transfer of Interests. Notwithstanding anything to the contrary, the Joint Venturers shall not transfer any interest in the Joint Venture without the consent of all of the Joint Venturers; provided, however, that a Joint Venture may assign all or any part of its interest in the Joint Venturer to an entity which is wholly owned by such Joint Venturer and, upon written notice of such transfer to each other Joint Venturer, such wholly owned entity shall be admitted as a Joint Venturer with respect to the interest so transferred and the transferring Joint Venturer shall be deemed to have withdrawn from the Joint Venture with respect to the interest so transferred . In the event that any interest is transferred in violation of this Section 6, the transferee thereof shall be an assignee and an economic interest holder only, and shall have no right to vote on or otherwise control any portion of the Joint Venture’s business. Furthermore, and except with respect to a Joint Venturer transferring its interest to a wholly owned entity, the Joint Venture and the Joint Venturers shall have an ongoing option, beginning upon the transfer of an interest, to acquire the transferred interest for its fair value as determined by a qualified appraiser appointed by the Joint Venture. A Joint Venturer shall be permitted to withdraw from the Joint Venture, provided that such withdrawal, other than a withdrawal in connection with the transfer of a Joint Venturer’s interest to an entity wholly owned by such Joint Venturer, shall not affect any liability of the Joint Venturer with respect to any obligation of the Joint Venture arising on or before the date of withdrawal or with respect to any obligation of the Joint Venturer to the Joint Venture. A Joint Venturer that withdraws from the Joint Venture shall forfeit any right to receive any economic benefit, return of capital, or any other property or asset of any sort from the Joint Venture. 7. Taxes; Allocation of Profits and Losses. The Joint Venture shall be treated as a partnership for federal tax purposes. Joint Venturer, Round Rock Chamber of Commerce, Inc. shall be the “tax-matters partner” of the Joint Venture. Capital accounts in the Joint Venture shall be maintained for each of the Joint Venturers in accordance with Subchapter K of the Internal Revenue Code. Items of Net Profits and Net Losses shall be allocated among the Joint Venturers pro rata according to their respective ownership percentages in the Joint Venture. "Net Profits” and “Net Losses” of the Company mean the net book income or net book loss, as the case may be, of the Company (including all items of income or loss, such as Section 705(a)(2)(B) expenditures and items of nontaxable income, that adjust capital accounts pursuant to Reg. 1.704-1(b)(2)(iv)) determined in accordance with the principles for computing 'book' income and 'book' loss under Reg. 1.704-1(b)(2)(iv); provided, however, items allocated under the qualified income offset provision contained in the following sentence shall be excluded from the computation of Net Profits and Net Losses. If a Member unexpectedly receives an adjustment, allocation, or distribution described in Reg. 1.704-1(b)(2)(ii)(d)(4), (5), or (6), the qualified income offset provided for in Reg. 1.704-1(b)(2)(ii)(d) shall apply. 8. Distributions of Net Cash. Except with respect to liquidating distributions, net cash from the Joint Venture’s operations, less reasonable reserves in such amounts as may be determined by the Joint Venture, may be distributed to the Joint Venturers from time to time pro rata according to their respective ownership percentages in the Joint Venture. Upon the winding up and termination of the Joint Venture, after the payment of Joint Venture liabilities and the provision of reasonable reserves for contingent Joint Venture liabilities and the allocation of Net Profits and Net Losses resulting from the liquidation of the property of the Joint Venture, the Joint Venture shall distribute the net proceeds of the liquidation to the Joint Venturers with positive capital account balances, in accordance with the ratio of their positive capital ac count balances. 9. Confidentiality. 9.1 Definitions. As used in this Agreement, "Confidential Information " shall include all information designated by any Joint Venturer, either orally or in writing, as confidential or WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE June ___, 2014 Page 4 of 7 proprietary, or that reasonably would be considered proprietary or confidential to the business contemplated by this Agreement, including but not limited to suppliers, marketing and technical plans, plans for products and ideas and proprietary techniques a nd other trade secrets. Notwithstanding the foregoing, "Confidential Information" shall not include information that (a) is publicly known at the time of its disclosure; (b) is lawfully received from a third party who is not subject to any confidentiality agreement; or (c) is published or otherwise made known to the public by a person other than a party to this Agreement. 9.2 No Disclosure, Use, or Circumvention. No party to this Agreement shall disclose any Confidential Information to any third parties and will not use any Confidential Information in that party's or any affiliated business, without the prior written consent of other parties, and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the other party. No party shall contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this section. 9.3 Maintenance of Confidentiality. Each party shall take all steps necessary or appropriate to maintain the strict confidentiality of the Confidential Information and to assure compliance with this Agreement. 10. Development and Operation of Technology. Developer shall develop a website-based crowd funding portal (the “Technology”) to be hosted at the Site. The Technology, as hosted at the Site shall be targeted towards raising investment capital, whether equity or otherwise, for businesses with principal places of business located in, or that desire to relocate their principal place of business to, Williamson County, Texas. The operation, management, hosting, marketing, maintenance and oversight of the Technology shall be the sole responsibility of Developer. Developer shall keep the Technology in good working order and available for use at the Site by users (subject to applicable law) at all times during the two (2) year period immediately following the date of full execution of this letter, and shall furthermore use all commercially reasonable efforts to market and promote the Technology as hosted at the Site. Developer shall be solely responsible for ensuring compliance in the operation of the Technology in accordance with applicable law, including but not limited to applicable state and federal securities laws, and shall indemnify, defend, and hold harmless the Joint Venture and each of the Joint Venturers from any and all liability asserted against the Joint Venture and/or the Joint Venturers with respect to the Technology. In consideration of the Developer’s obligations under this Agreement, t he Joint Venture has previously paid, or is given credit for paying pursuant to Section 5, to the Developer the sum of $5,000.00. Upon the execution of this Agreement and the contribution and delivery of $2,500.00 by Georgetown Economic Development Corporation to the Joint Venture, the Joint Venture shall promptly deliver the sum of $2,500.00 to the Developer. T he Developer shall use all said amounts solely for the development of the Technology. The Developer shall be solely responsible for any costs in excess of $7,500.00 required to develop the Technology. For the avoidance of doubt, to the extent that a relationship beyond a simple contractual relationship between the Joint Venture and the Developer is construed to have given rise under this Agreement, the Developer shall be an independent contractor of the Joint Venture. No partnership between the Joint Venture and/or the Joint Venturers on the one hand, and the Developer on the other hand, is formed under this Agreement, and each party hereto agrees that it shall not represent anything to the contrary and shall undertake reasonable efforts to prevent any third party from operating under the mistaken belief that such a partnership exists. 11. Ownership of Intellectual Property. 11.1 Ownership of Technology. The Technology shall be the sole property of the Developer, and neither the Joint Venture nor any of the Joint Venturers shall have any ownership rights therein. Notwithstanding the foregoing, Developer hereby grants to the Joint Venture a perpetual, royalty-free license to use the Technology (together with any derivatives, modifications, or successive versions thereof). 11.2 Ownership of Trademarks. Each party shall remain the owner of their respective trademarks, service marks, logos, branding, and other similar items (collectively, “Marks”). To WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE June ___, 2014 Page 5 of 7 the extent that any party (the “Owner”) hereunder gives any other party (the “Licensee”) the right or license to use the Owner’s Marks (as evidenced by a separate written instrument signed by such Owner), such Licensee shall have a revocable license to use such Marks only for the purposes expressly granted in writing by the Owner, and such Licensee shall immediately cease use of the Owner’s Marks immediately upon notice of revocation provided to the Licensee by Owner. 12. Rights of Joint Venture with Respect to Funding Portal Website. In consideration of the provision of funds specified in Section 10 above, the Joint Venture shall enjoy the following rights and benefits: 12.1 The Developer shall require that each person or entity that utilizes the Technology as hosted at the Site for the purpose of securing financing, as a condition to utilization of the Technology to secure financing, meet with at least two (2) of the Joint Venturers in separate one- hour meetings via personal meeting or such other method as may be approved by the selected Joint Venturer; 12.2 The Developer shall not, without the prior written consent of the Joint Venture (which consent may be given or withheld in the sole discretion of the Joint Venture): (a) utilize the Technology on a website other than the Site which utilization is intended to compete or which actually competes in Travis County or Williamson County, Texas with the Technology as hosted at the Site; or (b) license or otherwise permit the use of the Technology to or by any party which use competes or is intended to compete in Travis County or Williamson County, Texas with the Technology as hosted at the Site. 12.3 When and as reasonably requested by any Joint Venturer, display prominently on the site hosted at the Site one or more Marks of such Joint Venturer, including, as requested, hyperlinks to such website(s) or web page(s) of such Joint Venturer as may be reasonably requested by such Joint Venturer. Notwithstanding the foregoing, the Developer shall not display or use any Joint Venturer’s Marks without such Joint Venturer’s express written consent, which consent may be given or withheld in such Joint Venturer’s sole discretion. 12.4 No less often than quarterly, the Developer shall provide to the Joint Venture one or more reports in format reasonably requested by the Joint Venture setting forth in detail the following information: (a) the number of investment offerings (“Offerings”) listed on the Site from the time of the immediately previous report; (b) the total number of Offerings currently open for investment on the Site; (c) the number of Offerings receiving funding or investment commitments since the time of the immediately previous report; (d) the number of Offerings which were completed or terminated since the time of the immediately previous report, including how many such Offerings were fully subscribed and funded, how many such Of ferings were partially subscribed and funded, and how many such Offerings did not receive any subscriptions or funding ); (e) the average and median time period for how long Offerings were open until the time at which said Offerings were completed or terminated; (f) the total number of companies registered to use the Site for the purpose of seeking investment; (g) the total number of investors registered to use the Site for the purpose of viewing and potentially subscribing to investment opportunities; (h) the number of investors investing in Offerings since the immediately previous report; (i) the amount of money committed or invested by investors since the immediately previous report; (j) the average and median amount of commitment or investment per investor; (k) the average and median number of Offerings invested in by investors; (l) the revenue of Developer received in connection with the Site; and (l) such other information as may reasonably be requested from time to time by the Joint Venture. 13. Miscellaneous. Each party hereto has been represented in connection with the negotiation and preparation of this Agreement by an attorney of such party’s own selection (which counsel was not directly or indirectly identified, suggested, or selected by the other party or parties or any agent of any party or parties). This Agreement has been jointly prepared and negotiated and so shall not be construed against any party hereto. This Agreement and the parties performance hereunder shall be governed by Texas law. Venue over any dispute arising WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE June ___, 2014 Page 6 of 7 under or related to this Agreement shall be solely in the courts of competent jurisdiction located in Williamson County, Texas. This Agreement is the entire understanding among the parties with respect to the subject matter of this Agreement and supersedes any prior agreements relating hereto, whether oral or written. This Agreement may be executed in counterparts, each of which when taken together shall constitute one Agreement. [[SIGNATURE PAGE FOLLOWS]] WILLIAMSON COUNTY FUNDING PORTAL ECONOMIC DEVELOPMENT JOINT VENTURE June ___, 2014 Page 7 of 7 If the above accurately summarizes our understanding of the formation and operation of the Joint Venture, as well as the development, operation, and ownership of the Technology, please execute the enclosed copy of this Agreement where indicated below and return it to the undersigned. Sincerely, CENTRAL TEXAS ENTREPRENEUR NETWORK, LLC, a Texas limited liability company //DRAFT – DO NOT SIGN// By: _______________________________ Hall Martin, President AGREED: ROUND ROCK CHAMBER OF COMMERCE, INC., a Texas non-profit corporation //DRAFT – DO NOT SIGN// By: ______________________________ Name: ______________________________ Title: ______________________________ THE CEDAR PARK ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation //DRAFT – DO NOT SIGN// By: ______________________________ Name: ______________________________ Title: ______________________________ GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation //DRAFT – DO NOT SIGN// By: ______________________________ Name: ______________________________ Title: ______________________________ [[END SIGNATURE PAGE]] City of Georgetown, Texas SUBJECT: Consideration and possible action on funding for the Pecan Branch development - Mark Thomas ITEM SUMMARY: A Georgetown developer is working to create a new 100+ acre development project just north of Lakeway Drive, east of Airport Road and west of IH35. The development will consist of retail and commercial properties. Staff has determined that this project is eligible for GEDCO funds to build the electric and water/waste-water infrastructure to the development. In addition, GTEC is currently in the process of reviewing the Pecan Branch Development to determine if it should provide funding for roads. Staff now respectfully requests that GEDCO approve the creation of an ROI and drafting of deal points to include in a Performance Agreement with the Pecan Branch development. FINANCIAL IMPACT: To be determined based on the ROI and deal points. SUBMITTED BY: Mark Thomas, Economic Development Director ATTACHMENTS: Description Type Pecan Branch Economic Study Backup Material Pecan Branch Area Image Backup Material PECAN BRANCH COMPLEX 2015-2016-2017 2017-2018-2019 20%- 60%-100%20%- 50%- 100% North Phase South Phase Land Values 110 Ac $7.00 /SF $33,541,200 50 Ac $6.00 /SF $13,068,000 Building Values 900,000 SF $80.00 /SF 72,000,000 200,000 SF $80.00 /SF 16,000,000 TOTAL 105,541,200 29,068,000 GISD 57.84%1,465,088 403,512 City of Georgetown 18.16%460,067 126,711 County 24.00%607,833 167,409 Property Tax $2.40 /100 2,532,989 697,632 Gross Sales 900,000 SF $100.00 /sf/yr 90,000,000 200,000 SF $70.00 /sf/yr 14,000,000 90,000,000 14,000,000 Sales Tax 8.25%7,425,000 1,155,000 Sales Breakdown GO Expense 1.00% $900,000 $140,000 GTEC 0.50%$37,125 $70,000 GEDCO 0.125%$9,281 $17,500 Tax Relief 0.125%$9,281 $17,500 Streets 0.25%$18,563 $35,000 State of Texas 6.25%464,063 $875,000 TOTAL $1,438,313 $1,155,000 One Time Constructon Sales Tax 33%Taxable $1,960,200 $435,600 Jobs Retail 900,000 SF $1.00 per/1000 sf 900 Retail 100,000 SF $1.00 per/1000 sf 100 Office Manufactory 100,000 Sf per/500 sf 200 Retail Payroll 900 EA $26,000 per/person 23,400,000 Retail Payroll 100 EA $26,000 per/person 2,600,000 Office Payroll 200 EA $45,000 per/person 9,000,000 23,400,000 11,600,000 Utility Revenue $2.00 /sf/yr $1,800,000 $600,000 MIX OF USES NORTH PHASE 1 SOUTH PHASE 2 7.0%63,000 sf Hotel Motel 40.0%80,000 sf Office 0.5%4,500 sf Fueling 27.7%55,400 sf Manufactory 15.0%135,000 sf Grocery 5.0%10,000 sf Resturants 5.0%45,000 sf Fast Food 2.3%4,600 sf Fueling 8.0%72,000 sf Resturants 10.0%20,000 sf Fast Food 15.0%135,000 sf Wholesale Goods 10.0%20,000 sf Entertainment 10.0%90,000 sf Sporting Goods 5.0%10,000 sf Other Services 6.0%54,000 sf Entertainment 100.0% 200,000 sf TOTAL Phase 2 3.0%27,000 sf Financial 4.0%36,000 sf Home Furnishing 1.0%9,000 sf Cards, Books, Stationary 4.0%36,000 sf Women's Fashion 4.0%36,000 sf Office Supplies 4.0%36,000 sf Womens Fashion 1.0%9,000 sf Auto Supplies 1.0%9,000 sf Health, Bath and Beauty 5.0%45,000 sf Other Services 1.0%9,000 sf Shoes & Footwear 1.0%9,000 sf Phones and Electronics 1.0%9,000 sf Electronics & Technology 2.0%18,000 sf Mens Fashion 1.0%9,000 sf Wine and Spirits 0.5%4,500 sf Jewelry and Watches 0.5%4,590 sf Music and Movies 1.0%9,000 sf Home Appliances 0.5%4,500 sf Childrens Toys 0.03 27,000 sf Health Fitness 100.0%900,000 sf Total Phase ! NORTH PHASE 1 Accessories 7.0%63,000 sf Hotel Motel 0.5%4,500 sf Fueling 15.0%135,000 sf Grocery 5.0%45,000 sf Fast Food 8.0%72,000 sf Resturants 15.0%135,000 sf Wholesale Goods 10.0%90,000 sf Sporting Goods 6.0%54,000 sf Entertainment 3.0%27,000 sf Financial 4.0%36,000 sf Home Furnishing 1.0%9,000 sf Cards, Books, Stationary 4.0%36,000 sf Women's Fashion 4.0%36,000 sf Office Supplies 4.0%36,000 sf Womens Fashion 1.0%9,000 sf Auto Supplies 1.0%9,000 sf Health, Bath and Beauty 5.0%45,000 sf Other Services 1.0%9,000 sf Shoes & Footwear 1.0%9,000 sf Phones and Electronics 1.0%9,000 sf Electronics & Technology 2.0%18,000 sf Mens Fashion 1.0%9,000 sf Wine and Spirits 0.5%4,500 sf Jewelry and Watches 0.5%4,590 sf Music and Movies 1.0%9,000 sf Home Appliances 0.5%4,500 sf Childrens Toys 0.03 27000.00 Health Fitness 100.0% 900,000 sf Total Phase ! City of Georgetown, Texas SUBJECT: Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which the duty of the attorney to the Georgetown Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: City of Georgetown, Texas SUBJECT: Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase,exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have adetrimental effect on negotiations with third persons. ITEM SUMMARY: FINANCIAL IMPACT: n/a SUBMITTED BY: Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financial information that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown and with which the Corporation is conducting economic development negotiations; and/or deliberation regarding the offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown. - Pecan Branch ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Bridget Chapman, City Attorney City of Georgetown, Texas SUBJECT: Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which the duty of the attorney to the Georgetown Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: