Res 132-2009 10/6/2009 RESOLUTION NO. 132-2009
Resolution Approving The Programs And Expenditures Of The
Wichita Falls Economic Development Corporation, A 4A
Development Corporation, Including, But Not Limited To, The FY
2009-2010 Budget
WHEREAS, TExas Loca� Gov'T. Co�E §501.073 provides:
TExAS LocA� Gov'T. Co�E §501.073. Supervision By Authorizing Unit
(a) The corporation's authorizing unit will approve all programs and
expenditures of a corporation and annually review any financial
statements of the corporation.
(b) A corporation's authorizing unit is entitled to access to the corporation's
books and records at all times.
WHEREAS, the Board of Directors of the Wichita Falls Economic Development
Corporation (WFEDC), a Texas 4A development corporation, enacted programs and
expenditures, including its annual budget, in August and September of 2009, as
described herein; and
WHEREAS, the City Council finds that it has reviewed the financial statements of
the WFEDC, and has determined that the funds designated for "administration,"
including all of the funds for the Chamber of Commerce and Sheppard Military Affairs
Committee, are for the administration of projects intended to create and promote
primary jobs in the City of Wichita Falls.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The Budget of the Wichita Economic Development Corporation, attached hereto
as Fiscal Year 2009-2010 Budget, as modified to incorporate the latest adopted
programs and expenditures, is hereby approved. The programs and expenditures
described in WFEDC Programs and Expenditures adopted in August � September
of 2009 are hereby approved.
PASSED AND APPROVED this the 6 day of October, 2009.
�� ,
���
MAYO R PROTEM
ATTEST:
i Clerk
WFEDC Programs and Expenditures adopted in August & September of 2009
Allocation of $312,269.50 for promotional expenditures (with expenditure details to be
decided & approved later) for FY 2008-2009.
Carter Copter Construction Project — Proposed incentives for Carter Aviation Technologies
(and related entities) in the amount of up to $500,000 of "costs" for land, buildings, and/or
equipment for aircraft research, development, and manufacturing at a location in Wichita Falls to
be determined in conjunction with the aforementioned company.
Carter Copter Aircraft Development Incentive Project — Proposed incentives for Carter
Aviation Technologies (and related entities) in the amount of up to an additional $3,500,000 of
"costs" for land, buildings, and/or equipment for aircraft research, development, and
manufacturing at a location in Wichita Falls to be determined in conjunction with the
aforementioned company---including authorizing execution of a Performance Agreement
between the Wichita Falls Economic Development Corporation and CarterCopters, LLC for
Incentives to Provide Primary Jobs in Wichita Falls and authorizing the President of the WFEDC
to execute related notes, leases, investment agreements, and other documents in a form to be
approved by the attorney for the WFEDC and further authorizing unexpended funds in the Carter
Copter Construction Project to be used for this project.
Business Plan Contest (Amendment of FY 2009-10 Budget) — Proposed incentive for Lalani
Center for Entrepreneurship and related entities in the amount of $15,000---including finding that
$3,500 of such expenditure advertises and publicizes the City of Wichita Falls for the purpose of
developing new and expanded business enterprises and $11,500 of such expenditure is for the
administration of projects that create primary jobs.
Downtown Wichita Falls Promotion (Amendment of FY 2009-10 Budget) — Proposed
incentive for powntown Wichita Falls Development, Inc. to promote development in the
downtown area in the amount of $120,000---including finding such expenditure advertises and
publicizes the City of Wichita Falls for the purpose of developing new and expanded business
enterprises.
FY 2009-2010 budget approval: Approving the attached Fiscal Year 2009-2010 Budget. The
Chamber of Commerce funds will be expended pursuant to the Economic Development Services
Contract with the Chamber.
Fiscal Year 2009-2010
Budget 4A Economic Development Corporation
Short Financial Statement
8/3/09
FY06 FY 06 FY07 FY07 FY08 FY08 FY09 FY09 FY10
Bud¢et Actual Bud¢et Actual Budeet Actual Budeet Actual Bud¢et
Revenue
Sales Taxes $2,941,098.00 $3,212,034.00 $3,265,727.00 $3,344,755.00 $3,344,369.80 $3,558,983.00 $3,551,795.33 $2,040,911.00 $3,551,509.00
OtherRents $106,800.00 $106,800.00 $106,800.00 $108,258.00 $106,800.00 $80,000.00 $106,800.00
Reimbursements $31,734.00 $31,734.00 $27,614.56 $27,615.00
Interest $380,000.00 $737,546.00 $380,000.00 $910,876.00 $700,000.00 $644,490.00 $700,000.00 $159,268.00 $91,200.00
Sale of Property $143,887.00
Totai Revenues �� 098.00 �3 949_580 00 $3_784_261.00 $4.362 431.00 $4.182 903.80 $4 455 1�8.QQ �4,386 209.89 $2.280 179.00 $3 777,�24 00
Completed Proiects
Insurance $1,210.00 $1,210.00 $1,210.00
Ad Valorem Ta�c $31,734.00 $29,667.00 $31,734.00 $28,030.00 $27,615.00 $27,579.00 $27,079.00
PPG (10/12/04, 10/19/04) $1,109,934.00
CarterCopter $10,000.00 $10,000.00
Mesa Group $12,867.00 $5,172.00
Biggs & Matthews $15,501.00
Phase 1 Business Park
(10/12/04, 10/19/04) $1,505,080.00 $190,129.00 $33,500.00
B.P. Development
Consultant (1/3/O5,
1/18/OS) $25,000.00
Excalibur Paint &
Coatings (9/6/O5, 9/20/OS) $66,500.00
Wichita Clutch #2
�2isio6, zi2iio6> $ios,000.00 $ios,000.00
Texas Recreation $202,400.00 $165,000.00
ATCO Structures
(12/19/O5, 12/20/OS) $1,900,000.00 $1,214,104.00 $349,500.00
Wichita Power Train $45,000.00 $22,000.00
Texas Transland $91,000.00 $76,000.00
Ooen Proiects
Professional Fees
(12/17/98, I/5/99) $30,000.00 $9,591.00 $30,000.00 $11,274.00 $30,000.00 $17,508.00 $30,000.00 $3,678.00 $30,000.00
CCI-Contract (includes
SMAC) $135,000.00 $135,000.00 $152,000.00 $152,001.00 $156,354.00 $155,524.00 $163,979.86 $123,677.00 $499,227.00
Regional Marketing
Taskforce $100,000.00 $39,912.00 $109,210.00 $113,604.00 $]07,730.00 $103,812.00 $]01,802.00 $97,2ll.00 $101,802.00
Regional Workforce
Development $75,000.00 $43,667.00 $75,000.00
Business Park
Maintenance $141,241.00 $138,776.00 $86,424.00 $86,740.00 $88,543.60 $100,962.00
Water/Sewer Sanitation $41,628.00 $27,314.00 $10,500.00
Electricity $499.00 $362.00 $500.00
Depreciation $9,572.00 $19,144.00 $19,144.00
ABB Cootrol (2/OS/O1,
2/20/Ol)
SMAC (6/20/O5, 6/21/OS) $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $]00,000.00 $75,000.00
Vernon College
Machining School $243,000.00 $70,412.00 $130,105.00
Affiliated Energy Products $61,380.00 $38,250.00 $5,000.00
Machining Solutions $409,500.00 $48,000.00
Business Park Marketing
#Z $40,000.00
NEW Customer Service $600,000.00 $7,314.00 $148,000.00
Old Dominion $80,833.00 $47,904.00 $53,953.00
Business Park Utilities $367,000.00 $283,240.00
YTO $1,209,000.00
Tryer $112,000.00 $56,000.00
Transit Buses $268,000.00
Old Dominion #2 $75,000.00
Pratt Whitney Canada $450,000.00
Community Wide
Marketing $50,000.00
SAFB Cyber $450,000.00
City Administrative
Expense $10,000.00
Promotional I�xp�nc(itures
(undeterminaf) $312,270.00
Carter Copter
Conslruction ����'�����'��
Carter Copter Aircrali
Devt Inceneive $3,500,000.00
Ciusincss Pl�n Contesl
(Lalani) $ I i3O00.00
llo���nto�vn Wichita Falls
Promotion $12Q000.00
Total Expenditures �2,765,400.00 �3 033.127.00 $1.771.065 00 �Z 192.113 00 $2.306 075 00 $1 506 261.00 $1 925.420 46 $665,774.00 �4 916 280.00
Revenues Less Expenses �,698.00 916,453.00 $2A13,196.00 $2.170,318.00 1_876_828.80 2.949357.00 $2.460.789.43 1.614.405.00 -$1 139 1$�OQ
Beginning Cash Balance $15,999,259.00 $15,999,259.00 $16,915,712.00 $16,915,712.00 $19,086,030.00 $19,086,030.00 $22,035,387.00 $22,035,387.00 $23,649,792.00
Ending Cash Balance �,554,957.00 �16,215,712.00 $18,928,908.00 19.086_030.00 20.962_858_80 22_035.387.00 $24.496_176.43 $23_649 $22,�.10_636.00
Reserved For
Encumbrances $3,618,121.00 $5,458,268.00 $5,458,268.00 $2,083,364.00 $2,083,364.00 $2,985,317.00 $2,985,317.00 $4,073,134.46 $3,468,028.00
Unreserved Fund
Balance �12,936,836.00 $11 �13,470_640.00 $17,Q�2,666.00 $18,879 494_80 $19,050 070.00 21.510.859.43 19 �,�57 54 ��2 608.00
Performance Agreement
between
The Wichita Falls Economic Development Carporation
and
Carter Air Vehicles, LLC
for
Incentives to Provide Primary Jobs in Wichita Falls, Texas
This Performance Agreement (this "A,�reement") is entered into on ,
2009, by and between the Wichita Falls Ecanomic Development Corporation ("WFEDC"), a
Texas development corporation authorized under the Texas Development Corporation Act of
1979 Section 4A, (the "Act"), and Carter Air Vehicles, LLC, a Texas limited liability company
having an office at 5720 Seymour Highway, Wichita Falls, Texas, 76310 ("Carter").
Whereas, the Act authorizes the WFEDC to contract with companies whose activities are
defined as manufacturing using the 311-339 of the North American Industry Classification
System (NAICS);
Whereas, Carter is in the final negotiation of a license agreement with a large company in
the business of designing and manufacturing aircraft, which includes the option to purchase by
such company of two PAV prototypes using slowed rotor concept technology (the "License
A�ement");
Whereas, Carter cannot satisfy obligations under the License Agreement utilizing the
office and production areas currently occupied at 5720 Seymour Highway;
Whereas, Carter cannot satisfy obligations under the License Agreement without an
investment of approximately $4,000,000 to be used as operating capital to establish a new
manufacturing operation;
Whereas, Carter is committed to establishing in Wichita County, Texas a new company
expressly for the purpose of aircraft manufacturing with the capacity to produce up to 300
aircraft per year resulting in the potential of up to 300 New Positions;
Whereas, the parties agree that this Agreement complies with TEx. Loc. Gov CODE
A�v�v. §§ 501.156 through 501.158, by: (1) being intended to benefit the WFEDC, (2) providing
that default on this Agreement is enforceable as provided by TEx. Loc. Gov'T CoDE At�v. §
501.157, in addition to retaining other enforcement remedies provided by Texas law, and (3)
providing a schedule as stated in this agreement for additional jobs and capital investment as
consideration for direct incentives provided herein and providing for repayment obligations; and
Whereas, the parties desire to set forth the proposed terms of a definitive agreement to be
entered into between the WFEDC and Carter providing for a loan by the WFEDC to Carter;
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DALLAS 2082232v.3
Now, Therefore, subject to the approval of the Wichita Falls City Council and the
execution of subsequent agreements (lease and note or investment agreement) as provided
below, the parties agree as follows:
1. Definitions. As used in this Agreement, the following terms have the following
meanings:
"Annual Pavroll" means with respect to the applicable 12 consecutive month
period, Carter's total cash payroll for (i) all of its full-time employees residing in Wichita
County, Texas and (ii) 10% of all of its full-time employees residing outside of Wichita County,
Texas.
"New Positions" means full-time positions employed by Carter in Wichita County
receiving full-time wages paid by Carter. Positions shall not be considered New Positions if they
(1) were employed by Carter on the day this Agreernent is executed, (2) failed to increase the
total number of current, full-time employees of Carter in Wichita County, or (3) merely replaced
full-time positions from an earlier reduction in the number of full-time employees.
"Pa,yroll Statement" means a written statement setting forth (i) the Annual
Payroll, (ii) the amount of wages paid to each full-time employee, and (iii) the zip code of
residence of each full-time employee.
" Personal Air Vehicle or " means a manned or unmanned aircraft
manufactured by Carter.
"Successful Fli�ht" means a self-powered, takeoff and landing from ground for a
minimum duration of 30 minutes.
2. Manufacturin Facili . Upon Carter's written request after execution of the
License Agreement, the WFEDC will provide Carter with real property and finished buildings in
Wichita County including suitable for offices and manufacturing of aircraft not to exceed 25,000
square feet (the "Real Property and Improvements") through one/or both of the options set forth
in subsections (a) and/or (b) below:
(a) Lease Existin� Building Lease
If Carter and the WFEDC mutually agree on suitable space in which Carter can begin
manufacturing operations, and Carter enters into a lease agreement for such space (the "Existin
Buildin�Lease"), the WFEDC will reimburse Carter 99% of the total rent for each of the first
two years of the term of the Existing Building Lease. Beginning in the third year of the Existing
Building Lease and continuing each year until the tenth year, the WFEDC shall reimburse Carter
for the total rent, but the percentage of rent to be reimbursed shall be reduced by 15% of the
original amount (e.g., the WFEDC shall reimburse Carter for 84% of the total rent for the third
year of the term of the Existing Building Lease). If this building is located outside of Wichita
Falls, the location must be approved by the Board of Directors of the WFEDC and will be
2
DALLAS 2082232v3
subject to an agreement between the WFEDC and the governing body of the jurisdiction in
which the building is located pursuant to TEx. Loc. Gov CODE ANN. § SO1 .159.
(b) Improvements to Leased Space
Upon Carter moving from 5720 Seymour Highway, Wichita Falls, Texas, into another
location to achieve the milestones mentioned in Section 3, the WFEDC will advance Carter up to
$250,000 for necessary improvements to a leased space. The final amount up to $250,000 will
not be subject to a payback obligation, and will not be part of the loan, but will reduce the
$4,000,000 otherwise in this agreement. If this building is located outside of Wichita Falls, the
location must be approved by the Board of Directors of the WFEDC and will be subject to an
agreement between the WFEDC and the governing body of the jurisdiction in which the building
is located pursuant to TEx. Loc. Gov'T Co�E Alvtv. § 501.159.
The WFEDC will endeavor to ensure that the site and manufacturing facility established
pursuant to this Section 2 is ready for occupancy immediately after the first Successful Flight (no
wings) of the prototype currently in production.
3. AdditionalInvestment
Additionally, the WFEDC will make available to Carter operating capital in the form of a
loan (the "Operating Capital Loan" and together with the Real Property Loan, the "Loan")). The
amount of the funds available to Carter under the Operating Capital Loan shall equal $4,000,000
in cash less the total amount of reimbursements for a leased building as set forth in Section 2(a).
Payments will be issued in eight equal amounts each of which shall be advanced to Carter upon
its request upon completion of each of the following milestones:
(a) Successful Flight of second prototype of PAV (no wings) (currently under
construction - February 2010);
(b) Purchase Order received from a viable business entity for first pre-production
PAV (March 2010);
(c) Successful Flight of second prototype PAV (with wings) (Sept. 2010);
(d) Purchase Order received from a viable business entity for second pre-
production PAV (Oct. 2011);
(e) Successful completion of second prototype PAV flight tests (Dec. 2011);
(� First pre-production PAV flies (Dec. 2011);
(g) Carter employs 20 New Positions (Jan. 2011); and
(h) Carter employs 50 New Positions (June 2011).
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DALLAS 2082232v.3
Timelines in parentheses above are merely non-binding projections. Carter will have up to four
years after the date of the definitive agreement to become entitled to funding under the Operating
Capital Loan for meeting the aforementioned milestones.
4. Re�avment of the Loan. Beginning four years after the date of the definitive
agreement, Carter will repay the Loan under the following terms:
(a) The total amount of funds advanced to Carter under the Loan will be paid
back to the WFEDC in equal quarterly installments beginning the first day of the 4th year after
execution of the definitive agreement and continuing with quarterly payments through the last
day of the 7th year (the "Repavment Period").
(b) The WFEDC will reduce each quarterly Loan payment due by an
unduplicated credit of 10% of the increase in Annual Payroll. A Payroll Statement shall be
delivered upon execution of this Agreement (the "Initial Pavroll Statement") and with each
quarterly payment due during the Repayment Period and shall determine whether Carter is
entitled to a reduction of the then due payment in an amount equal to 10% of any increase in
Annual Payroll. The Initial Payroll Statement shall set forth the Annual Payroll in Wichita
County for the 12-month period preceding the execution of this Agreement. The second Payroll
Statement shall be delivered to the WFEDC with payment of the first quarterly payment due
during the Repayment Period (the "First Pa,� ent") and shall set forth the Annual Payroll in
Wichita County for the preceding 12 month period and the difference between such Annual
Payroll and the Annual Payroll set forth in the Initial Payroll Statement (the "Initial Pa�
Increase"). The First Payment shall be reduced by an amount equal to 10% of the Initial Payroll
Increase in Wichita County. Each increase in Annual Payroll in Wichita County set forth in
subsequent Payroll Statements shall reduce the applicable quarterly payment due by an amount
equal to 10% of the amount of any increase over the payroll in the Initial Payroll Statement. It is
the intent of this agreement to award the 10% credit for payroll increases that are sustained for at
least a year, but subsequent maintenance of those jobs or payroll level shall NOT entitle Carter to
additional credits from the loan. Further, if a position is subsequently eliminated and re-created,
it shall NOT entitle Carter to any additional payroll credit as a result of the re-creation of
previously established payroll levels.
(c) Prior to receiving funds pursuant to this Agreement, Carter shall execute a
separate note or investment agreement more specifically describing the repayment and/or
investment terms set forth herein. The required security and other terms will be determined by
negotiation between the parties. Carter and the WFEDC acknowledge that this Agreement is
prepared for the purpose of facilitating the drafting of a definitive agreement regarding
WFEDC's investment and that this Agreement does not constitute a legally binding agreement
between the parties.
(d) The interest rate on funds provided under the Loan will be 0% prior to
payment default and 5% per year simple interest after payment default. Carter may prepay the
Loan at any time without penalty. Carter shall have no further obligations to the WFEDC upon
payment in full of the Loan.
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DALLAS 2082232v.3
(e) Upon default of any payments hereunder, the WFEDC may, at its option,
receive equity interest in Carter, Carter Aviation Technologies, LLC or Carter Aerospace
Development, LLC (collectively, the "Carter Companies") during the term of this Agreement.
The value of the equity interest received shall equal the defaulted payments due under the Loan.
The equity interest shall be valued at the greater of: (i) the last sale price of such interest, plus
20%, (ii) book value of the Carter Companies, or (iii) fair market value of the Carter Companies.
Book value and fair market value of the Carter Companies shall be based on an opinion from a
certified public accountant selected by the parties. This option to purchase an equity interest in
the event of default will be described in the note provided subsequently hereto, and the funds
provided hereunder will be subject to each of the Carter Companies executing investment
agreements binding said companies to the equity issuance option. More specific valuation
methods may be required by the WFEDC in the note and security document executed at the time
of execution of the Loan documents. The WFEDC may choose to convert all, some or none of
any particular note's defaulted payment to equity pursuant to this paragraph and the terms
provided in the note or other Loan document.
5. Use of Proceeds. Carter agrees to use all of the funds received pursuant to this
Agreement for (or as reimbursement for) the "costs" (as that term is defined in TEx. Loc. Gov'T
CoDE Atvr1. § 501.152) of this "project" related to the creation or retention of primary jobs as
provided by TEx. Loc. Gov CODE ANN § 501.101.
6. Violations. In accordance with TEx. Gov'T CoDE A�tv. §§ 2264.001 through
2264.101, Carter does not and will not knowingly employ an undocumented worker during the
term of this Agreement in violation of Texas or federal law. If, during the term of this
Agreement, Carter or a branch, division, or department of Carter is convicted of a violation under
8 U.S.C. Section 1324a(�, Carter shall repay the amount of the public subsidy with the addition
of interest at the interest rate described in each note as required by TEx. Gov CODE ANN §
2264.053, not later than the 120th day after the date the WFEDC notifies the business of the
violation. In addition, if Carter ceases manufacturing operations in Wichita County during the
life of the loan, re-locates its manufacturing operation to a county other than Wichita County
during the life of the loan, or fails to continuously maintain the positions created pursuant to
Section 3 during the life of the loan, then Carter shall be obligated to pay the 5% annual interest
rate described in Section 4(d) of this agreement.
[SIGNATURE PAGE FOLLOWSJ
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DALLAS 2082232v.3
� a IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
a of (�� -�O 6 �r , 2009.
WICHITA FALLS ECONOMIC DEVELOPMENT
CORPORATION
: � � .; ��.
B , -' � � ��--.
� G Shores�resident
CARTER AIR VEHICLES, LLC
By:
Jay W. C er, r., Preside
6
DALLAS 2082232v3
Contract for Promotion of Economic Development Activities between Wichita Falls Economic
Development Corporation and Downtown Wichita Falls Development, Inc.
($120,000)
This agreement is between the Wichita Falls Economic Development Corporation (WFEDC), a
Texas development corporation authorized under the Texas Development Corporation Act of 1979
Section 4A, (hereinafter Act) and Downtown Wichita Falls Development, Inc. (Contractor), a not-
for-profit 501(c)(3) corporation. The purpose of this agreement is to define the obligation of the
Contractor to provide a measurable amount of service in exchange for a specified amount of
compensation from the WFEDC.
Whereas, the above named Act authorizes the WFEDC to contract with existing private
corporations to carry out industrial development programs consistent with the purposes and duties as
set out in this Act;
Whereas, Texas Local Gov't Code § 504.105(a) provides that a 4A development corporation may
utilize such funds to "advertise or publicize the city for the purpose of developing new and expanded
business enterprises" as follows:
(a) Except as provided by Subsection (b), a Type A corporation may spend not more
than 10 percent of the corporate revenues for promotional purposes.
Whereas, the City of Wichita Falls (City) and the WFEDC are committed to the creation and
retention of jobs and promotion of business enterprise in its downtown area; and
Whereas, the Contractor is corrunitted to enhancing and expanding economic development in
downtown Wichita Falls by providing programs that advertise and publicize the business
opportunities available in the downtown area of Wichita Falls.
Therefore:
1. Payment & Scope: The WFEDC will pay the amount of $120,000 in equal quarterly installments
of $30 ,000 to Contractor to advertise and publicize the opportunities available in the downtown area
of Wichita Falls for the creation and retention of jobs and promotion of business enterprise therein.
Contractor shall provide an invoice for payment of the quarterly installment to the City's Finance
Department. The City, acting as the paying agent for the WFEDC, shall make payment to
Contractor within 30 days of receipt of a valid invoice from Contractor.
2. Term of Contract. The term of this agreement shall be for the one-year period beginning
October 1, 2009 and ending September 30, 2010, subject to satisfactory performance by the
Contractor as outlined herein.
3. Bu__dg_et. In performing the services called for under the provisions of this contract, the Contractor
shall conform its expenditures to the services outlined in the budget request as submitted to the
WFEDC. Said budget and any account set out therein can be altered, amended or modified as
mutually agreeable between the two parties hereto so that the full intent and purpose of this contract
can be carried out. Upon request of the Contractor, line item changes may be made in the budget
referred to herein without further WFEDC action if approved by the City Manager; provided,
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Development.doc
however, no such change may alter the intent or purpose of this contract without further approval by
the WFEDC's governing body. In no event shall the WFEDC be required to pay more than the
amount designated as compensation herein to the Contractor under the terms of this contract.
4. Contractor's Contribution. In the event that the total sum to be paid by the WFEDC to the
Contractor under the terms of this agreement is not sufficient for the Contractor to continue
performance of his obligations hereunder until termination date hereof, the Contractor shall
contribute sufficient funds for continued performance to fulfill terms of the contract.
5. Refund. At the termination date hereof, the Contractor shall pay to the WFEDC any sums paid to
the Contractor by the WFEDC which have not been expended or committed as budgeted.
6. Financial Reports. A budget report, to contain such reasonable financial information and data as
the WFEDC deems necessary, shall be submitted to the WFEDC by the Contractor upon the request
of the WFEDC.
7. Future Fundin�. The funding of this project in no way commits the WFEDC to future funding of
this program beyond the current contract period. Any future funding is solely the responsibility of
the Contractor.
8. Restriction on Disbursement. No funds under this contract shall be disbursed by the Contractor
to any other party nor shall any of the work or services covered by this contract be subcontracted
without the prior written approval of the WFEDC.
9. Termination of The Contract. This agreement shall continue in full force and effect until the
expiration of the term set forth above. If either party fails to ful�ll its obligations under this contract
in a timely and proper manner, the other party shall have the right to terminate this contract for
cause. Written notice stating the grounds for termination will be given to the other party not less
than 30 days prior to the effective date of such termination.
If either party to the contract should desire to terminate the contract prior to the date of expiration,
either with or without cause, then it may do so by giving written notice to the other party not less
than 60 days prior to the intended termination date.
Upon termination, the WFEDC shall only be liable for the part of the contract actually performed.
The Contractor shall be entitled to receive just and equitable compensation from the WFEDC for any
satisfactory work completed prior to the termination. The Contractor will refund any unearned funds
advanced by or received from the WFEDC. Notwithstanding the above, the Contractor shall not be
relieved of liability to the WFEDC for damages sustained by the WFEDC by virtue of any breach of
the Contractor. The WFEDC may withhold any payments due the Contractor for the purposes of
setoff until such time as the exact amount of damages due the WFEDC from the Contractor are
determined.
10. Chan�. The WFEDC may, from time to time, request changes in the Scope of Services of the
Contractor as may be mutually agreed to be performed hereunder. Such changes, including any
increase or decrease in the amount of the Contractor's compensation, which are mutually agreed
upon by and between the WFEDC and the Contractor, shall be incorporated in written amendments
to the contract.
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11. Assi nabilitX. The Contractor shall not assign any interest in this contract, and shall not transfer
any interest in the same (whether by assignment or novation) without the prior written consent of the
WFEDC; provided, however, that claims for money due or to become due to the Contractor from the
WFEDC under this contract may be assigned to a bank, trust company, or other financial institution
without such approval. Notice of any such assignment or transfer shall be furnished promptly to the
WFEDC.
12. Records.
a. Establishment and Maintenance of Records. The Contractor shall establish and maintain
records in accordance with requirements prescribed by the WFEDC, with respect to all
matters covered by this contract. Except as otherwise authorized by the WFEDC, the
Contractor shall retain such records for a period of three years after receipt of the final
payment under this contract or termination of this contract.
b. Documentation of Costs. All costs shall be supported by properly executed payrolls, time
records, invoices, contracts, vouchers, orders, and/or any other accounting documents. Any
of the above related in whole or in part to this contract shall be clearly identified and readily
accessible.
c. Reports and Information. The Contractor at such time and in such forms as the WFEDC
may require, shall furnish to the WFEDC such statements, records, reports, data, and
information as the WFEDC may request pertaining to matters covered by this contract. All
of the reports, information, data and other related materials prepared or assembled by the
Contractor under this contract are confidential and shall not be made available to anyone
without the prior written approval of the Contractor. Inforrnation restricted by law or
Contractor policy and relating to personal, medical and financial data will be treated as
confidential and will not be released to the WFEDC except as may be required pursuant to
Texas Government Code Chapter 552 and any amendments thereto. Release of information
pursuant to a subpoena, ruling of the Texas Attorney General or other legal process shall not
be a violation of this contract.
d. Audits and Inspections. The Contractor shall at any time during normal business hours
and as often as the WFEDC may deem necessary, make available to the WFEDC for
examination all of its records and data with respect to all matters covered by this contract and
shall permit the WFEDC or its designated authorized representative to audit and inspect all
invoices, materials, payrolls, records of personnel conditions of employment and other data
relating to all matters covered by this contract. Contractor shall furnish to the WFEDC a
certified audit of the expenses pertaining to this contract upon completion.
e. Accountin�. The Contractor shall establish and maintain on a current basis an adequate
accounting system on an accrual or other accounting basis in accordance with generally
accepted accounting principles and standards.
13. Limitation on Compensation for Personal Services. Compensation for personal services
includes but is not limited to, wages, salaries, and supplementary compensation and benefits.
Compensation for employees of the Contractor shall not exceed that paid for similar work paid by
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the WFEDC. In cases where the kinds of personal services provided have no counterpart in local
governmental agencies, compensation shall not exceed that paid for similar work in the labor market
in which the Contractor competes for the kinds of personal services involved or the compensation
level established by the Contractor's primary funding source.
14. Interest of WFEDC and Others. No officer or employee of the WFEDC and no members of its
governing body of the locality or localities in which the project is situated or being carried out who
exercises any functions or responsibilities in the review or approval of the undertaking or carrying
out of this Project, shall participate in any decisions relating to this contract which affects his
personal interest or the interest of any corporation, partnership, or association in which he is, directly
or indirectly, interested or has any personal or pecuniary interest, direct or indirect, in this contract or
the proceeds thereof.
15. Compliance with Laws. The Contractor shall comply with applicable laws, ordinances, and
codes of the State and local governments and the Contractor shall save and hold harmless the
WFEDC with respect to damages arising from any tort committed in performing any of the work
embraced by this contract.
16. Political Activity Prohibited. None of the funds, materials, property or services provided
directly or indirectly under this contract shall be used in the performance of this contract for any
partisan political activity.
17. Lobbvin� Prohibited. None of the funds provided under this contract shall be used for publicity
or propaganda purposes designed to support or defeat legislation pending before any governmental
entity.
18. Rene otiation. This contract may be renegotiated at the request of either party in the event
alternate sources of funding become available during the term of the contractual agreement. The
Contractor must notify the WFEDC of all occurrences where alternate funding becomes available.
19. Liability Insurance. The Contractor shall maintain during the term of this contract liability
insurance in the amount of $250,000 for bodily injury or death to any individual and in the arnount
of $500,000 for any single occurrence for bodily injury or death. Liability insurance for injury or
destruction to property shall also be maintained in the amount of $100,000. The WFEDC shall be a
named insured on the certificate of insurance evidencing the above liability limits, and this
certificate shall be furnished and kept on file with the City Clerk during the duration of this
agreement. Such liability policy shall further provide that in the event the insurance is canceled for
any reason that the WFEDC shall be immediately notified of the intent to terminate coverage by the
insurance provider. The Contractor shall release indemnifv and hold harmless the CitY and
WFEDC for any acts committed pursuant to this agreement This indemnitv shall include but not be
lirrvted to, any acts for which the WFEDC or Citv is accused of being partly ne�li�ent and anv
condition of the propertv of the Citv or WFEDC
20. No Third-Party Beneficiaries. The benefits of this contract are intended to inure solely to the
WFEDC, the City, and the Contractor. Accordingly, the parties do not intend any persons who are
not named in this paragraph to have authority to enforce any provision of this contract.
21. Venue. This contract is to be performed in Wichita County, Texas which shall be the exclusive
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venue for any legal proceedings related to this agreement.
Executed, this the !��day of ��� 2009.
,
WFEDC Downtown Wichita Falls Development, Inc.
/� '�\ � c ;. �.
, � �,�' ��� ` � �,��.��
, ��� � �
Gary Shores, President ,; ' �
c.��, ;�, a �.������,� ��. c,��t1o� � �����
Name Title
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DOWNTOWN WICHITA FALLS DEVELOPMENT INC.
BUDGET
MARCH '09-APRIL '11
REVENUES 2009-2010 BUDGET 2010-2011 BUDGET
March - A ril March-A ril
Contributions-Foundations 20,000.00
Grants - TIF #1 46,666.62 4A Funds 120,000.00
Public Contributions 3 000.00 5,000.00
Membershi 7 800.00 10,000.00
Event Income 12 000.00 15,500.00
Reserves 19,113.88
Total Revenues 108,580.50 150,500.00
EXPENSES
O eratin Expenses
Salaries ED 45,180.00 48,150.00
Executive Assistant 25 200.00 25 200.00
Health Insurance 5,600.00 5,500.00
Payroll Taxes 5 400.00 6,500.00
Accountin /Tax Services 4 500.00 3 650.00
Liabili Insurance 1,100.00 1,100.00
E ui ment 1,000.00 1,000.00
Rent 1,200.00 1,200.00
Miscellaneous 1 200.00 1 000.00
Telephone/Internet 500.00 500.00
Office Su plies 2,000.00 1 500.00
Printin /Stationary 200.00 500.00
Website 1 000.00 1,000.00
Travel - Trainin Conferences 2 500.00 2 500.00
Promotion/Design/Advertising 2,500.00 15,000.00
EcD/Or anization 3 000.00 10,000.00
Special Events, 5,000.00 10 000.00
Membershi s 1,500.00 1,200.00
Total Expenses 108,580.00 135,500.00
VISION 20/20 Marketing 11,420.00 15,000.00
Campai n
120,000.00 150,500.00
Profit Loss)
Explaination: *** The new marketing program for the
implementation of VISION 20/: will include expenditures for
brochures promoting downtowi n
The Mane Event funds received total $48,000.00.
$13,000 have been designated for downtown Christmas
Decorations for 2009; the remainder $35,000 will be used
for purchase/revitalization of a downtown building. These
funds will not be used for operating.
Ii •
� �
Down[own Wichita Falls Developmem.lnc.
a projrcr oJNnnh Tixar usionr oJ 1Nrhira FaIG. lnc. O C lO �� I 1�� G o 0 7
City of Wichita Falls
Wichita Falis Economic Development Corporation
Wichita Falis, TX 76301
Invoice
Contract with WFEDC - City of Wichita Falls
And Downtown Wichita Falls Development Corp $120,000.00
October 1, 2009 - September 30, 2010
Quarterly Invoice Payment $30,000.00
Thank you,
Sincerely,
n . � � ,1
--- t ��'L�1�, ���� '
.� \'J
Cynthia Laney, Executive Director
Downtown Wichita Falls Development, Inc.
719 Scott Street, Ste 418
Wichita Falls, TX 76301