MINUTES AND CERTIFIED AGENDA SUNNYVALE 4A DEVELOPMENT CORPORATION REGULAR MEETING

• CALL MEETING TO ORDER

President Whitehurst called the meeting to order at 7:00 p.m.

· APPROVAL OF MINUTES FROM REGULAR MEETING OF SEPTEMBER 20, 2007.

Motion was made by Member Allan to approve the regular minutes of September 20, 2007. Motion seconded by Member Boyd. The motion carried 4/0.

• APPROVAL OF MONTHLY FINANCIAL REPORT FOR SEPTEMBER 30,2007. Motion was made by member Boyd to postpone the approval of monthly financial report for September 30, 2007 until the next meeting. Motion was seconded by member Wade. Motion carried 4/0.

· PUBLIC COMMENT PERIOD: PERSONS MAY ADDRESS THE SUNNYVALE 4A DEVELOPMENT BOARD ON ITEMS NOT ON THE AGENDA. PLEASE OBSERVE THE TIME LIMIT OF THREE (3) MINUTES. CORPORATION AND ITS MEMBERS CANNOT COMMENT OR DELLIBERATE ITEMS OF

PUBLIC COMMENT.

No public comments were made.

• REPORT BY DAVID RAINS OF PROGRESS ON INFRASTRUCTURE IN REGARD TO THE AGREEMENT WITH THE SUNNYV ALE 4A DEVELOPMENT CORPORAITON AND RAINS OVER TEXAS.

David Rains, 337 New Hope Rd, provided information related to the contract with the 4A Corporation. Mr. Rains explained that one of the items was an affidavit for expenditures related to the infrastructure for the CVS project, which was being provided to satisfy conditions set forth in his section 5.3 of his contract with 4A. Mr. Rains stated that the

final bill for the water line was in the amount of $171,210.50, and the final amount for the water retention was $149,855.00. He further explained that the total cost for all of the utilities related to the CVS project was $366,761.09, and reminded the Board that this portion included the sewer, which was not on the affidavit as it was not part of the 4A contract. He stated that these amounts and invoices were broken down on the distributed spreadsheet. Mr. Rains stated he believed he was in compliance with sections 5.1, 5.2, and 5.4 of the contract and stated he had a copy of a letter from Scott Campbell that the Town had approved and formally accepted the utilities. He further stated that the only provision in the contract not yet satisfied was item 5.5.

Scott Campbell, Town Manager stated that the Town Engineer's acceptance letter was attached to the cover letter he had provided to the Board.

Member Larry Boyd asks David Rains how he ended up in terms of his original budget. Mr. Rains responded that he was $76,761.09 over his original estimate, stating that the water retention was $8,000 above what the numbers shown. He further stated that agreement with CVS was to cap his total expenditures at 120,000; but their final cost was approximately 128,000. He stated that there were several things that contributed to the budget overruns to include an additional valve to allow the CVS connection to the line and relocation of the line to avoid trees along Beltline. Mr. Rains stated that present challenge he faced was related to the timeline, stating the current contract expires March 1st. He stated that there had been some delays on the actual closing of the land due to issues with variances, and turn lanes that had to be addressed by the Town and CVS, which postponed the closing until May 14. He stated that the rains also caused a delay of approximately four (4) months causing the October 15 opening date to be moved to February 14. Mr. Rains stated that the second issue regarding the contract was related to the provision that payment would not be issued until the Town had issued a Certificate of Occupancy, and he was requesting that the board amend the contract, or waive this requirement to allow 4A to make their reimbursement to him.

• INTRODUCTION BY ASHLEY NADEAU OF MILLARD REFRIGERATED

SERVICES, INC. AND REQUEST FOR INCENTIVES

Ashley Nadeau presented information regarding the history of Millard Refrigeration Inc., stating their corporate office was in Omaha Nebraska, and their total employees exceeded twenty two hundred. She stated that the Sunnyvale site would be the fifth location in the state of Texas. Ms. Nadeau stated that she worked out of the Fort Worth location, which is over 624, 000 square feet; and that another facility is needed. She further stated that the facility that is being proposed to open is 350,000 square feet, and 80 new jobs would be brought to Sunnyvale. Ms. Nadeau reported a total investment of $38 million; $7 million of personal property and $31 million of construction, stating the three phases of the construction would be finished in five years. She added that the second largest expense for the company would be electricity at approximately $110,000 dollars a month, or 1.3 million dollars a year. Ms. Nadeau stated that based on the significant size of the investment, she was asking the board to consider the incentives requested on the

application, further requesting a fifty percent tax abatement for ten years, along with the other incentives on the application.

Member Boyd asks if the location was a Freeport area. Ms. Nadeau stated that the company does not own the inventory so the customers would pay the taxes, but she could not estimate how much taxes they would pay.

4A President, Bill Whitehurst asked if the company dealt with goods in transit, and Ms Nadeau confirmed this was the case; further stating the customer would produce the product, bring it to the facility, and the company would store and either ship it out or the customer would provide transportation to ship it in or out of the state.

Member Allan asked the applicant what has to be accomplished in one phase before moving forward with the other phases of the project. Ms. Nadeau stated that the space had to be sold before continuing to the next phase, adding that there was already much customer interest.

Pam Mundo, explained that the goods are owned by individuals or companies other than Millard, it cannot be determined if they are in the state for 175 or less/more, whether or not it is subject to the freeport exemption or taxation. Walt McCool stated that pursuant to the Tax Code, the customers would be required to render the property and its inventory to apply for the Freeport exception to the Appraisal District. Walt McCool asks the applicant if they provide a list of customers to the Appraisal District, and the applicant stated that they do not. Mr. McCool stated that the customer's goods would still be appraised as part of the customers inventory and taxed, unless it does qualify for the freeport exemption.

Member Boyd asked if the applicant if she was projecting $7 million in personal property value, and $31 million in construction, and the applicant confirmed this was correct.

Mr. Whitehurst stated the 4A Board would review the applicant's information and contact her soon with their input and answers.

Audience member, Mr. Paul Cash, asked if he could address the 4A Board, and was asked by Mr. Whitehurst to approach.

Paul Cash, 347 Tripp Road, stated that in general everyone who owns a business on the 352 corridor was in favor of quality development. He stated that the main concern of the business owners along SH 352 was the traffic in the area, stating he does not oppose a business like Millard Refrigeration, however that he is concerned about the eighteen wheeler traffic at and around this part of Town. He stated that it is good that TXDOT is working on revamping the intersection, which will hopefully alleviate some of that truck traffic. Mr. Cash also suggested the Town adopt to a policy requiring large business to maintain a billable business address in this Town, stating building materials, equipment, and other items of which he may not be aware are taxable at the location where they pay their bills, which benefits the Town. He further stated that he would like to compliment

4A for assisting businesses that are locating in our Town. He stated he felt it was important to encourage business in this area, and that he would like to see the Town benefit from their sales tax, and would like for the Town to start planning to address the eighteen wheeler truck traffic.

Member Jim Wade asked Mr. Cash to which intersection he was referring concerning the eighteen-wheeler traffic, and Mr. Cash stated the underpass. Mr. Wade stated that there are traffic signals now on 352 and asked if this was not adequate. Mr. Cash stated that a two-lane road was not adequate for eighteen-wheeler traffic.

Mr. Wade stated that one reason for this traffic challenge was related to the Town's hesitancy in the past to charge roadway impact fees, and not using that funding mechanism which was available to the Town.

· DISCUSSION/ACTION ITEMS:

1. Tour of Professional Bank facilities in Garland and Lakewood, Friday November 2, 20079:00 a.m

Pam Mundo stated that Professional Bank had invited the Town Council and the Economic Corporation to tour their Lakewood and Garland facilities as they were looking at a potential site in Sunnyvale. 4A President, Bill Whitehurst, stated that he toured the facility on his own time and was impressed with the CEO's attitude at that of the bank.

Jim Wade, stated that more than one bank was interested in locating Sunnyvale, further stating that these banks were interested in local residents to serve as bank managers and executives.

President Whitehurst adjourned into executive session at 8:40 p.m. President Whitehurst reconvened the meeting at 9:25 p.m.

· EXECUTNE SESSION AGENDA

1. PURSUANT TO SECTION 551.087 OF THE TEXAS GOVERNMENT CODE TO DISCUSS AND DELIBERATE COMMERCIAL OR FINANCIAL INFORMATION FROM A POTENTIAL BUSINESS PROSPECT THAT THE BOARD IS SEEKING TO LOCATE OR EXPAND IN THE TOWN; TO DELIBERATE THE OFFER OF FINANCIAL OR OTHER INCENTNE TO A BUSINESS PROSPECT.

2. PURSUANT TO SECTION 551.071 OF THE TEXAS GOVERNMENT CODE TO CONSULT WITH THE ATTORNEY FOR THE SUNNYVALE 4A DEVELOPMENT CORPORATION ON MATTERS FOR WHICH THE ATTORNEY'S DUTIES CONFLICT WITH THE TEXAS OPEN MEETINGS ACT.

· CONSIDER ANY ACTION AS A RESULT OF THE EXECUTIVE SESSION

· ADDITIONAL DISCUSSION/ACTION ITEMS

A.CONSIDER A RESOLUTION APPROVING A MEMORANDUM OUTLINING ECONOMIC DEVELOPMENT INCENTIVES THAT MAY BE OFFERED FOR COTTONWOOD PARTNERS INVESTMENTS, L.C.'S PROPOSED HOSPITAL PROJECT AND REQUESTING TOWN COUNCIL APPROVAL OF THE MEMORANDUM.

Member Jim Wade, made a motion to approve consideration of a resolution to encourage the Council, with the strong support with the 4A Board, to continue their discussions with Cottonwood Partners and the hospital project in Sunnyvale, along the parameters of a contribution of 25% of the allowable infrastructure in which the 4A can participate, not to exceed more than $400,000, and that we will encourage the council to adopt a tax abatement policy along the lines which we have approved in the past, that being a five year abatement in the declining percentage from 100% 80, 60, 40 and 20 percent. We would encourage the council to consider the impact fee waiver the Town has adopted for other large projects in the past, with it not being meant to exceed $200,000 and the board will participate with Cottonwood Partners in the preparation of a Texas Enterprise Zone Grant application, with the cost of that being borne by 4A, and the success of that application be applied to the incentives that we have offered Cottonwood Partners. Member Allan seconded the motion. Motion carried unanimously.

B. CONSIDER APPROVAL OF AN ECONOMIC DEVELOPMENT AGREEMENT WITH COTTONWOOD PARTNERS INVESTMENTS, L.C. TO REIMBURSE UP TO $400,000 IN INFRASTRUCTURE COSTS AND REQUESTING THE TOWN COUNCIL'S APPROVAL OF A BUDGET AMENDMENT FOR THE EXPENDITURE OF CORPORATION FUNDS FOR THE AGREEMENT.

Motion was made by member Jim Wade to move approval of an Economic Development Agreement with Cottonwood Partners for their planned Hospital in Sunnyvale which would reimburse Cottonwood Partners, upon the issuance of a Certificate of Occupancy, for an amount not to exceed $400,000 and to represent up to 25% of the allowable infrastructure with which 4A can participate. The motion was seconded by Member

Allan. Motion carried unanimously.

C. CONSIDER A RESOLUTION APPROVING A MEMORANDUM OUTLINING ECONOMIC DEVELOPMENT INCENTIVES THAT MAY BE OFFERED FOR MILLARD REFRIGERATED SERVICES, INC. PROPOSED WAREHOUSE PROJECT AND REQUESTING TOWN COUNCIL APPROV AL OF THE MEMORANDUM.

Motion was made by member Jim Wade to move approval of a resolution of the 4A Board to the Council with regards to the possibility of Millard Refrigerated Services building a warehouse project in the Town of Sunnyvale, along these parameters that we

would encourage the Council to adopt a tax abatement agreement along the lines of what we have done for other projects, that being a 5 year abatement policy in a declining percent of 100%, 80%, 60%, 40%, and 20 percent; and that we would encourage the council to consider any revisions that they might have regarding their impact fee waiver policies, and that the 4A board would participate with the assistance with the Town and Millard Refrigeration in an application of the Texas Capital Fund for assistance in roadway improvements to Long Creek Road, particularly to benefit their project; and also application to the Texas Enterprise Zone for sales tax rebate. The motion was second by Member Allan. The motion carried unanimously.

D. CONSIDER AMENDING THE CORPORATION'S ECONOMIC DEVELOPMENT AGREEMENT WITH RAINS OVER TEXAS, L.P. TO PROVIDE FOR PAYMENT OF THE CORPORATION'S REIMBURSEMENT AMOUNT BEFORE ISSUANCE OF A CERTIFICATE OF OCCUPANCY.

A motion was made by Member Allan to amend item 5 of the contract between the 4A Board and Rains Over Texas to approve the disbursement of the $195,000 of the retained funds at this time and strike the wording requiring a Certificate of Occupancy. The motion was second by Member Wade. The motion carried 3-1, with Member Boyd dissenting.

• PLAN DATE OF NEXT MEETING, DECEMBER 6, 2007 OR OTHER DATE

Bill Whitehurst stated that the next meeting of the 4A Board would be December 6^th•

• ADJOURN

A motion was made to adjourn the meeting.

Mr. Whitehurst announced that a meeting was posted for 8:30 on this night for a joint workshop with the Town Council and 4A Board, and that this meeting was cancelled due to lack of a quorum of the Town Council.

The undersigned presiding office certifies that this is a true and correct record of the proceedings.

ATTEST: President, Bill Whitehurst

______________________________ ________________________

Kathryn Dewey, Town Secretary

A TAPE RECORDING OF THIS MEETING IS ON FILE AT TOWN HALL. THESE MINUTES ARE CONDENSED THEREFROM