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4A Wichita Falls Economic Development Minutes - 04/11/2007MINUTES OF THE WICHITA FALLS ECONOMIC DEVELOPMENT CORPORATION APRIL 11, 2007 Present: Members: Gary Shores, President Bo Stahler, Vice President Bill Altman Dick Bundy Dave Lilley City Council: Lanham Lyne, Mayor Charles Elmore, Council Liaison City Staff: Matt Benoit, Assistant City Manager Bill Sullivan, City Attorney Linda Merrill, Recording Secretary BCI: Kevin Pearson, VP of Economic Development Guests: David Tate, Attorney Absent: Tim Chase, President - BCI I. CALL TO ORDER. The meeting was called to order at 3:00 p.m. 11. APPROVAL OF MINUTES — MARCH 8, 2007 Dick Bundy moved for approval of the minutes subject to two changes: (Page 5, third full paragraph, last sentence: "He will put something together for the Corporation's consideration." Page 6, last paragraph — "machine stop" should read "machine shop." He also requested clarification of a paragraph on page 8,' and was satisfied with the explanation. Bill Altman seconded the motion. The motion carried. Mr. Stahler asked if the Board is starting with the number of employees they have on board now, moving forward. Mr. Chase noted there is no money offered for the eight employees the company currently has. 14 III. DISCUSSIONS REGARDING COVENANTS AND RESTRICTIONS FOR THE WICHITA FALLS BUSINESS PARK Chairman Shores noted the purpose of this meeting was to discuss the bylaws and covenants and restrictions for the Business Park. David Tate did the work on these documents, and is here to bring the Board up to date. David Tate showed an overview of the Wichita Falls Business Park on a plat. The Business Park consists of over 500 acres. There are no current users of the land. The only area platted thus far is Midwestern Parkway East and Fisher Road. Plans call for a four -lane road with a median, but only two lanes have been paved. These roads tie into Expressway East. All utilities are installed, except the pumps in the pump stations. The Declaration of Covenants was modeled upon the Alliance Park covenants. This document is analogous to restrictive covenants for a residential homeowners' association. The developer prepares the Covenants, and has control over the property until such time that the property is maturely developed. Typically, that occurs when a number of lots have been sold, but a developer can remove himself from the process at any time. The developer in this instance is the WFEDC. There are other documents involved in the overall project, and a non - profit corporation called the Wichita Falls Business Park Association ( "Association ") is created. The members of this Association are the owners of the property in the Business Park. Membership in the Association is required, and is automatic upon the purchase of property. Before construction can occur, Association members must have their plans and specifications approved by the Design Review Board ( "DRB "). The DRB is appointed by the Board of Directors of the Association. The plans and specifications would be reviewed by the DRB pursuant to development guidelines. The draft guidelines were modeled on those of Alliance Park. They are extensive, but allow for flexibility. Variances can be granted, and the guidelines can be amended. Dave Lilley noted that interested parties would not buy any parcels without knowing beforehand that their plans would be approved. Mr. Tate concurred, noting that approval of plans is often a condition of purchase. Kevin Pearson asked for clarification that the Association is comprised of property owners in the Business Park. Mr. Tate replied affirmatively, adding that members receive one vote for each acre of land they own. The sole member at present is the WFEDC. Mayor Lyne requested a flowchart to show the different entities involved in this endeavor. Mr. Tate complied with his request, as follows: 3 WFEDC Current owner of Land Deciarant of Restrictive Covenants) Wichita Falls Business Park Association • Members INVectors Non - profit Corp0M*W Owners of land J Design Review Board Administers Deveiopmerrt Guidelines Minimum oftMee members; usuaftwith retabed expertise J Mr. Tate noted there are two classes of stock in the Association: 1. Class B — stocks belonging to the Declarant 2. Class A — Owners of land (Declarant also has interest in this stock class) Most decisions have to be approved or agreed to by the Class B stockholders. Mr. Altman noted the Class B stock has a number of votes equal to 101 % of the Class A votes. So, Class B has 101 %, plus its percentage of Class A. Mr. Altman stated that, as he understands the Association, the WFEDC is one member. The WFEDC has nothing to do with the operation of the Association other than through that one person who votes the will of the WFEDC, be it the Chairman or whomever is designated. The number of directors has to be at least three, but theoretically, the entire WFEDC could be the directors until the property is sold. He added that the directors do not have to be property owners. Mr. Stahler noted that if a minimum of three directors is required, the entire WFEDC Board should serve. Mr. Tate continued, noting that the DRB would consist of a minimum of three members, chosen by the Association. The DRB members usually have some expertise in building, construction, and /or architectural matters. They have the right to employ consultants and forward that cost on to the person who is having their plans reviewed. Mayor Lyne stated that, essentially, the WFEDC would designate the members of both the Association and the DRB. Mr. Tate confirmed this assertion. Chairman Shores noted that they do not have to be one and the same. Mr. Tate agreed. Mayor Lyne declared that, as property is sold, it might be desirable to include people who are property owners. Mr. Altman noted the property owner has a vote at the membership 4 level. Mayor Lyne observed that, for the near future, the WFEDC would be able to out- vote the other members. Mr. Altman asked if documents from any other business park were reviewed besides those from Alliance Park. Mr. Tate replied that he did not compare any others. He was somewhat familiar with these types of documents. The City of Jacksboro used to have a business park, and there used to be one in the vicinity of Texas Recreation. Mr. Altman noted there is a big difference between Perot creating a business park and a public entity, such as the 4A Board, doing the same. The 4A Board is subject to the Open Records Act and the Open Meetings Act. The Non - Profit Corporation Act specifically subjects its records to the Open Records Act. He asked whether the Association is subject to those Acts, since it is funded with public money. Mr. Sullivan replied affirmatively. Mr. Altman concurred. Otherwise, he continued, some entity could use a subterfuge by creating another company to get out of complying with the Acts. Mayor Lyne asked Mr. Altman if he felt compliance with the Acts would be a detriment to the process. Mr. Altman responded that he did not know. He feels it would be helpful to see how other entities have handled the issue. Mr. Pearson opined that it would be a detriment. If a sale of property is contingent upon approval of a variance, that news could leak out. Mayor Lyne asked if that could be handled in executive session. Mr. Sullivan replied that discussions concerning a potential sale could be held in executive session, but actual approval of a variance would have to be done in open �� - *nra Chairman Shores asked if a provision could be added to the bylaws, making them "subject to the Open Meetings Act." Mr. Altman noted the document should be reviewed to make sure there is no provision contained that is contrary to the Open Meetings Act, such as publishing notices. He is afraid a catchall provision might not work. Mr. Bundy then directed the Board's discussions to the development guidelines. Chairman Shores noted that the Board respects his opinion on the guidelines. He asked Mr. Bundy, subject to review and approval of the bylaws and covenants and restrictions, to make a motion to approve the guidelines. Mr. Bundy expressed his willingness to make such motion. He did suggest that any reference to size of Handicapped Spaces on page 26 be deleted. Instead, language should be included to reflect that guidelines meet the requirements of the Americans with Disabilities Act. He also noted there are Texas Accessibility Standards that have to be met, as well. With that suggested change, and subject to coordination and integration of the open meetings and open records issue, he moved that the development guidelines be approved. Mr. Altman noted the Association, not the WFEDC, has to approve the guidelines. Chairman Shores observed the documents should be discussed one at a time, and suggested the Board start with the covenants and restrictions. U 5 Mr. Bundy noted that "Midwestern — Swale Side" needs a definition. He does not know what it means, unless it is defined on a drawing. It can be found on page 26, under setbacks. The definition needs to be added to page 5. Mr. Stahler noted page 26 also references the maintaining of the books for the Association. He asked who is responsible for this task. Mr. Tate replied that technically, it would be the secretary of the Association. Mayor Lyne noted that he meets with the City /County Hospital Board. Although that Board does not have a physical location, they use United Regional as their meeting place and mailing address. Mr. Altman referenced page one, noting that "Declarant" should be defined, and asked for the identity of the Texas Corporation, AEC, referenced on that page. Mr. Sullivan replied that he is reading an old version of the document. Mr. Altman apologized to the Board, realizing that he had not printed off the most recent version sent to him via email. (Current versions of the Covenants were distributed to the Board members.) Chairman Shores opined that this should be scheduled in the next 7 -10 days, most current documents. meeting should adjourn. Another meeting to give everyone a chance to read over the Mr. Bundy noted that any comments should be emailed to Bill Sullivan. Mr. Sullivan advised that comments should be emailed to Mr. Tate, as well. The Board agreed to meet again on April 24 at 3:00 p.m. Mr. Altman suggested the meeting be held in the BCI Conference Room, as was today's meeting, provided there would not be a lot of visitors attending the meeting. Mr. Bundy and Mr. Altman both requested that City staff obtain copies of publidly- funded agency documents, to have another view than simply that of Alliance Park. Mr. Altman added that before next meeting, Messrs. Tate, Sullivan, Chase and (Darron) Leiker meet to discuss the bylaws, and answer questions concerning maintaining the records of the Association. Mayor Lyne noted the physical address should probably be City Hall. Mr. Bundy added the drawings should be maintained at the City, as well. Mr. Tate noted the registered office is City Hall, and the registered agent is the City Manager. Tim Chase made that decision. Mr. Stahler noted that Matt Benoit keeps the financial records for the 4A money: Mr. Benoit noted that he would not be uncomfortable doing the same for the Association, provided he reports to this Board. When circumstances change the membership of the Association and he would instead be reporting to various R landowners, then it would no longer be appropriate for him to maintain those records. Chairman Shores agreed. Mr. Bundy asked if two weeks' delay in approving these documents is going to be a hindrance to any project that might be in development. Mr. Pearson stated there is no project underway of which he is aware. Mr. Stahler stated he has spoken recently with Mr. Chase, and he did not mention any project in the offing. Mayor Lyne noted that if there was an imminent project, there would still be a month or so leeway to finish up the documents. IX. ADJOURN. The meeting was adjourned at 3:47 p.m. Gary Shores, Chairman