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HomeMy WebLinkAbout1996-092FILE REFERENCE FORM 96-092 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other Date Initials Superceded by Consolidation Amendment Agreement approved by Ordinance No. 97-298 1 10/07/1997 JK E \WPD0CS\0RD\CHAMFER 3 ORDINANCE NO - CI AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO 3 TO AN AGREEMENT BETWEEN THE CITY OF DENTON, THE DENTON CHAMBER OF COMMERCE, AND THE ECONOMIC DEVELOPMENT CORPORATION OF DENTON, INC FOR THE PURPOSE OF PROVIDING A PROGRAM TO PROMOTE ECONOMIC DEVELOPMENT, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor, or in his absence, the Mayor Pro- Tem, is hereby authorized to execute Amendment No 3 to an Agreement between the City of Denton, the Denton Chamber of Commerce, and the Economic Development Corporation of Denton, Inc , as amended, for the purpose of providing for a program to promote economic development ("Agreement"), and transferring certain municipal funds for the purpose of economic development from the Denton Chamber of Commerce to the Economic Development Corporation of Denton, Inc , under the terms and restrictions contained in the attached agreement, a true and correct copy of which is attached hereto and incorporated by reference herein SECTION II That the City Manager is hereby authorized to make any expenditures of funds, take action to assure the accounting of said funds, and that the transfer of said funds is made in accordance with the attached Agreement SECTION III That this ordinance shall become effective immediately upon its passage and approval /� PASSED AND APPROVED this the `'11f% day of , 1996 ATTEST JENNIFER WALTERS, CITY SECRETARY BY APP?VVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY __� STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENCE COUNTY OF DENTON § AMENDMENT NO 3 TO THE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON CHAMBER OF COMMERCE This third amendment to that certain agreement for a program to promote economic development entered into the 15th day of August, 1989 by and between the City of Denton, Texas, a Texas municipal corporation ("City"), the Denton Chamber of Commerce, a Texas non-profit corporation ("Chamber"), and the Economic Development Corporation of Denton, Inc ("EDC") as amended, WHEREAS, on August 15, 1989, the City and the Chamber entered into an agreement for an economic development program ("Agree- ment"), a copy of which is attached hereto as Exhibit "A", and WHEREAS, on August 2, 1994, the City and the Chamber entered into that first amendment to the Agreement, a copy of which is attached hereto as Exhibit "B", and WHEREAS, on August 15, 1995, the City and the Chamber entered into that second amendment to the Agreement, a copy of which is attached hereto as Exhibit "C", and WHEREAS, on April 2, 1996, the City passed a resolution authorizing the creation of the EDC, approving Articles of Incorporation and Bylaws for said EDC, consistent with the Development Corporation Act of 1979 (art 5190 6 Vernons Ann Tex Civ Stat ) (the "Act"), and WHEREAS, the City, the Chamber, and the Board of Directors of the EDC wish to amend the Agreement to set out the relationships between the parties, NOW, THEREFORE, IN CONSIDERATION OF THE COVENANTS AND CONDITIONS HEREIN SET FORTH ARTICLE I That the City and the Chamber hereby amend Article I "Office of Economic Development" of the Agreement, as amended, to read as follows I Office of Economic Development Created During the term of this Agreement, the EDC shall maintain an Office of Economic Development ("Office"), and shall perform all economic development functions, including all those tasks and charges set forth in this contract, as amended The EDC may contract with the Chamber to perform promotional and marketing functions and any other economic development functions that the EDC deems necessary, provided its expendi- tures for promotional purposes shall not exceed ten percent (10%) of the EDC's revenues derived from the economic develop- ment sales and use tax or received directly from the City of Denton in accordance with §4A(b)(1) of the Act The EDC may contract with the City for financial, administrative, legal, and other municipal services as needed by the EDC ARTICLE II That the City and the Chamber hereby amend Article II "Economic Development Committee Created" of the Agreement, as amended, by adding a new paragraph to the end of Article II, which shall read as follows Immediately upon the creation of the EDC, the EDC shall perform all those tasks and charges set forth in Article II, as amended by the second amendment to the Agreement between the City of Denton and the Denton Chamber of Commerce, which have not already been performed by the Chamber The EDC may contract with both the Chamber and the City, as well as with outside consultants or any other entity to perform all or a portion of said tasks and charges ARTICLE III That the City and the Chamber hereby amend Article IV "Support Services and Funding" of the Agreement, as amended, to read as follows IV Support Services and Funding The EDC shall provide the office space, equipment, and support staff necessary to the operations of the office, provided, the EDC, as indicated above, may contract with the City, Chamber, or other parties to provide these services and facilities Immediately upon the formation of the EDC, the Chamber will transfer to the EDC all funds previously received directly from the City of Denton for economic development purposes The EDC shall maintain such finds in a separate segregated account The EDC may contract with the Chamber to provide marketing and promotional functions, and for any other economic development services the EDC deems necessary The EDC may not utilize any of such funds for political advertis- ing, contrary to §255 003 of the Election Code to promote either the proposed August 10, 1996 sales and use tax election for economic development, or any subsequent sales and use tax election, except to provide communications that factually describe the purpose of the measure, if the communication does not advocate passage or defeat of the measure The City may provide additional funding, as approved in the City's budget, which shall be adopted on or before the 20th of September of each year Of the amount appropriated for each year, the City may pay the EDC one-half on October 1st, and the remaining half shall be paid on the following April 1st Thereafter, the City may provide annual funding in the amount appropriated for that purpose by the City Council Any funds provided by the City, pursuant to this Agreement, shall be retained in an account separate and segregated from Page 2 the EDC's general operating fund, including any sales tax revenues which may be received, and shall only be used for the purposes provided for in this Agreement and in the EDC's Arti- cles of Incorporation and Bylaws, or in any subsequent agree- ment between the EDC and the City The EDC shall keep current and accurate records of all funds received and expended, in accordance with sections VII and VIII of its Bylaws, which records shall be subject to inspection by the City at all reasonable times The EDC shall provide monthly status re- ports to the City on the progress of the economic development program, which shall include a description of expenditures made with funds appropriated by the City Annually, during the budget process, the EDC shall submit a program budget request to the City Manager The City shall then evaluate the progress of the EDC economic development program and, at that time, determine whether to make appropriations to support the EDC's economic development efforts the following fiscal year Special studies, research, travel expenditures, and operation- al expenses, including City administrative expenses relating to support of the EDC, may be funded as a line item in the 1996-97 EDC budget The Chamber will remain accountable and liable under the conditions of the Agreement, as amended, up to the time that the EDC is formally established and legally in operation, and, through the direction of the Chamber president, shall be responsible for fiscal management, disbursement of funds, and the supervision of economic development Chamber staff fulfill- ment of all program goals At such time as the EDC is formally established and in operation, the EDC shall be responsible and remain accountable and liable for all obliga- tions of the economic development program ARTICLE IV That this Agreement shall be effective when it is executed and ratified by the EDC, through the dually authorized signature of its president of its board of directors ARTICLE V That save and except as amended hereby, all of the terms, conditions, sections, sentences, paragraphs, and phrases of the Agreement, as amended, shall remain in full force and effect IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized Mayor, the Denton Chamber of Commerce has caused this Agreement to be executed by its duly authorized President as authorized by its Board of Directors, and the Economic Development Corporation of Denton, Inc has caused this Agreement to be executed and ratified by its duly authorized President on this the ay,h day ofZ7 y Ly 1996 Page 3 ATTEST JENNIFER WALTERS, CITY SECRETARY BY n APP ED AS TO LEGAL FORM. HERBERT L PROUTY, CITY ATTORNEY BY ` �G E \WPDOCS\K\CHAMBER 3-2 CITY OF DENTON, TEXAS BY -- I Y � JACK MILT MAYOR CHAMBER,OF COMMERCE BY PRESIDENT ECONOMIC DEVELOPMENT CORPORATION OF DENTON, INC BY ;�Z� :�l PRES D NT Page 4 1616L EXHIBIT "A" THE STATE OF TEXAS S ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN THE CITY OF DENTON COUNTY OF DENTON S AND THE DENTON CHAMBER OF COMMERCE This Agreement is made between the City of Denton, Texas, ("City"), and the Denton Chamber of Commerce ("Chamber") for the purpose of providing for a program to promote economic develop- ment through the joint effort of the parties hereto, who, in consideration of their mutual promises, agree as follows 1. Office of Economic Develo Tent Created. During the term of this Agreement, the C am er s a create and maintain an Office of Economic Development. A Director of Economic Develop- ment ("Director"), shall be hired as a full-time employee of the Chamber to perform the duties of the Office. 2. Economic Develo Tent Committee Created. In order to promote a program or economic eve opment, the parties agree that an Economic Development Committee ("Committee") will be established. The members of the Committee, who shall represent the diverse interests of the community, shall be appointed by the Chamber's Board of Directors, but shall include one member of the City's Public Utility Board, two members of the City Council and two employees of the City, as designated by the City. The Chamber President shall have the authority to hire the Director of Economic Development with the approval of the Committee. the Chamber President shall supervise the daily activities of the Director and may terminate the Director The Committee shall approve the appointment of the person to serve as Director of Economic Development, and act in an advisory role to the Director appointed. 3. Duties of Office The duties of the Office of Economic Development shall inc u e the following a) Preparation, in consultation with the Committee, of a written comprehensive Economic Development Plan ("Plan") to be approved by the Chamber's Board of Directors and City Council. b) Annual review and consultation with tl become effective, an be approved by the and the City Council amendment, as e Committee, of i amendments to Chamber's Board necessary, in the Plan. To the Plan shall of Directors c) Maintenance of a liaison with the Texas Industrial Commission and other public and private agencies and organizations that would promote the purpose of the Plan. d) Preparation and maintenance of a comprehensive fact book and other publications that would provide information to interested persons as to the City's population, employment base, private and public institutions and facilities, and other significant characteristics and resources of the City. e) To initiate and maintain contact with, and make presentations to, desirable industrial prospects so as to promote their interest in locating within the area. f) To advise the City of the progress of the Plan at such times as requested by the City. To this end, the Office will provide monthly program reports to the City through the minutes of the Chamber's Board Meetings. Quarterly reports that include the sources of expenditure of funds, major pro- jects, number of industrial prospects who visited Denton and industries locating in Denton will be presented to the Denton City Council, Public Utility Board and such other groups as the parties may determine. 4. Support Services and Funding. The Chamber shall provide the office space, equipment and support staff necessary to the operations of the Office of Economic Development. The City shall, during the first year of this Agreement, provide funding in the amount of Thirty-three Thousand Four Hundred Thirty-nine Dollars ($33,439), when, and if, matching funds from other public or private sources in the amount of Sixty-six Thousand Eight Hundred Seventy-six Dollars ($66,876) or more, are provided to the Office of Economic Development. Thereafter, the City shall provide annual funding in the amount appropriated for that purpose by the City Council. Any funds provided by the City pursuant to this Agreement shall be retained in an account separate from the Chamber's general operating fund and shall only be used for the purposes PAGE 2 provided for in this Agreement. The Office of Economic Deve- lopment shall keep current and accurate records of all funds received and expended, which shall be subject to inspection by the City at all reasonable times. A monthly financial statement showing all current revenues and expenditures of the Office shall be provided to the City in the Chamber's monthly Board Packet. 5. Status of Office. The Office of Economic Development created under this Agreement shall be under the direct super- vision and control of the Chamber and all personnel of the Office shall be considered employees or agents of the Chamber The Chamber shall be responsible for the payment of all benefits or liabilities of such employees or agents, including the withholding or payment of personal income or social security taxes, as provided by applicable law, and the payment of worker's compensation premiums. The Chamber shall maintain policies of insurance in the minimum amounts required by law to protect against liability arising from the operation of any vehicles used by employees of the Office and the Chamber agrees to defend against, and indemnify and hold the City harmless from any claim arising from any negligent act of such employees. 6. Term Termination. This Agreement shall be effective for a term or one year from the execution hereof, and shall be automatically renewable for successive period of one year with- out the necessity of any action on the part of the parties hereto, unless during any successive term, the City shall, after the initial funding provided for herein, fail to appropriate funding for any successive year, in which case this Agreement shall terminate. In any case, however, either party may terminate this Agreement by giving written notice to the other thirty (30) days advance notice, in which case any unexpended funds provided by the City shall be returned to the City. Executed this 41?1�'day of ��_ , 1986. 1J7;;4I� RAY ST EPH NS', MAYOR CITY 0'f DENTON, TEXAS PAGE 3 ATTEST. H� ARLO�L EN, IT SECRETARY CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS BY Ld6U_,� DENTON CHAMBER OF COMMERCE BY PAGE 4 EXHIBIT "B" AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON CHAMBER OF COMMERCE WHEREAS, on August 15, 1989, the City of Denton, Texas ("City") and the Denton Chamber of Commerce ("Chamber") entered into an Agreement for an economic development program ("Agreement"), a copy of which is attached hereto as Exhibit "A"; and WHEREAS, the Chamber has requested funding for the purpose of conducting an analysis of Denton's competitive marketing capabili- ties and the City wishes to amend the Agreement to provide for such analyses; NOW, THEREFORE: W I T N E S E T H: ARTICLE I. That the City and the Chamber hereby amend Article 3 of the Agree- ment to read as follows: 3. Duties of Office. The duties of the Office of Economic Development shall include the following: (a) Preparation, in consultation with the Committee, of a written comprehensive Economic Development Plan ("Plan") to be approved by the Chamber's Board of Directors and City Council. (b) Performance of an annual review and amendment, as neces- sary, in consultation with the Committee, of the Plan. (To become effective, any amendments to the Plan shall be approved by the Chamber's Board of Directors and the City Council.) (c) Maintenance of a liaison with the Texas Department of Com- merce and other public and private agencies and organiza- tions that would promote the purpose of the Plan. (d) Preparation and maintenance of a comprehensive fact book and other publications that would provide information to interested persons as to the City's population, employment base, private and public institutions and facilities, and other significant characteristics and resources of the City. (e) Initiation and maintenance of contact with, which shall include making presentations to, desirable industrial prospects so as to promote their interest in locating within the area. (f) Render advice to the City of the progress of the Plan at such times as requested by the City. To this end, the Office will provide monthly program reports to the City through the minutes of the Chamber's Board meetings. The Office will also present quarterly reports that include the sources of expenditure of funds, major projects, number of industrial prospects who visited Denton and industries locating in Denton to the Denton City Council, Public Utilities Board and such other groups as the parties may determine. (g) The conduct or commission of studies for the purpose of special analysis or research to enhance the city's market- ing capabilities, as identified and mutually agreed upon by City and Chamber. ARTICLE II. That Article 4 be amended by the addition of a new paragraph, which shall be and read as follows: With respect to the services described in Article 3 (g), the City shall reimburse the Chamber for one-half of the cost of conducting an economic analysis for the purpose of enhancing the City's marketing capabilities; provided, however, that the reimbursement shall not exceed the sum of $25,000. ARTICLE III. In all other respects, the terms and conditions of the Agree- ment, as executed by the parties on the 15th day of August, 1989 shall remain in full f force and effect. EXECUTED this and day of , 1994. CITY OF DENTON, TEXAS BY: ATTEST: JENNIFER WALTERS, CITY SECRETARY PAGE 2 APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY / n ` DENTON CHAMBER OF COMMERCE E \NVDOCS\K\CNANBER AND BY • �✓� `�_ CHARLES W. CARUNTER, PRESIDENT PAGE 3 EXHIBIT "C" AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN TEE CITY OF DENTON AND THE DENTON CHAMBER OF COMMERCE THE STATE OF TEXAS S COUNTY OF DENTON 5 This Second Amendment to that certain agreement for a program to promote economic development entered into the 15th day of August, 1989 by and between the City of Denton, Texas, a Texas municipal corporation ("City") and the Denton Chamber of Commerce, a Texas non-profit corporation ("Chamber"), as amended WHEREAS, on August 15, 1989, the City and the Chamber entered into an Agreement for an economic development program ("Agree- ment"), a copy of which is attached hereto as Exhibit "A", and WHEREAS, on August 2, 1994, the City and the Chamber entered into that First Amendment to the Agreement, a copy of which is attached hereto as Exhibit "B"; and WHEREAS, the City and the Chamber will mutually cooperate to create an Economic Development Transition Committee ("EDTC") for the purpose of researching and recommending the best structure for an Economic Development Corporation ("EDC°) and to develop the charge to the EDC ARTICLE I That the City and Chamber hereby amend Article 1 "Office of Economic Development" of the Agreement as amended, to read as follows 1 Offing of Economic Development Created During the term of this Agreement, the Chamber shall maintain an Office of Economic Development ("Office") ARTICLE II That the City and Chamber hereby amend Article 2 "Economic Development Committee Created" of the Agreement, as amended, to read as follows 2 Economic Development Transition Committee Created In order to promote a program for economic development, the parties agree that an Economic Development Transition Committee ("EDTC") will be established and seated no later than October 1, 1995, unless this date is extended by mutual agreement of the parties The members of the EDTC, who shall represent the diverse interests of the community, shall be composed of seven persons, four of whom will be appointed by the City Council and three of whom will be appointed by the Board of Directors of the Chamber No employee of the City or the Chamber and no elected official shall be appointed to the EDTC The members of the EDTC shall select one of their members as chair and shall adopt their own rules of procedure The EDTC will replace the current Economic Development Advisory Board ("Board") and assume all responsibilities, duties and author- ity previously assigned to the Board In addition, the EDTC is charged with accomplishing the following tasks a) Develop Economic Development Corporation ("EDC") mis- sion/operating principles b) Study other economic development charters and make choices of positive aspects of each that would lend to success of EDC c) Tour the most successful EDC's in country and document recommendation of best structure and outline results - oriented goals d) Determine long-range financing of economic development program and EDC operation Assess potential success and funding opportunities under both Sections 4A as well as 4B of Article 5190 6 Vernons Tex Civil Statutes to ensure all opportunities under the law are reviewed If positive, develop strategy and campaign, and make recommendation to City Council to call election e) Define roles with regard to financial responsibility and authority of economic development financial contributors (i e , investors, City Council, Public Utility Board) f) Obtain counsel for promulgation of charter for EDC Page 2 g) Present justification for corporation charter at joint meeting of City Council and Chamber of Commerce h) Present justification for long-range financing of EDC programs at joint meeting of City Council and Chamber of Commerce i) Draft internal operating policies for final adoption by the EDC j) Recommend detailed line item operations budget for first year activities related to establishment of EDC k) Hire experts/consultants for expeditious and professional implementation of short term objectives, 1 e , financial analyses, team building, and economic development consultants econometric models 1) Develop economic development program operational perfor- mance indices m) Continually work at strengthening coalition with inves- tors of economic development program n) Develop and provide written bi-monthly status reports reporting on the progress of the above -mentioned tasks, and on expenditures to the date of the report Provide the Chamber, Board, and the City Council with a written report, no later than January 31, 1996, unless that date is extended by mutual written agreement of the parties That report must have the EDTC's recommendations and findings concerning the formation of an EDC, thereby completing charges (b), (c), and (g) on page two of this agreement o) If the EDTC concludes that the formation of the EDC is justified and in the best interest of the entire communi- ty, it shall provide the Chamber Board and City Council with a written final report, no later than March 31, 1996, unless that date is extended by mutual written agreement of the parties, with recommendations and findings regarding the remainder of the charges The Page 3 final report will include, without limitation, recommen- dations for the proposed organizational structure, a proposed budget for the EDC, a final draft of the charter, and an analysis of the one-half cent sales tax as a funding option, as well as an analysis of other funding options The EDTC will also be responsible for the development of the charge to the formal EDC including, without limitation, the following a) Conduct oral interviews with City Council members and Chamber Executive Board members for purposes of annual EDC effectiveness assessment b) Determine appropriate physical location for EDC headquar- ters c) Conduct recruitment and make selection of CEO d) Hire experts/consultants for expeditious and professional implementation of short term objectives, i e , financial analyses, econometric models, land planning, development specialists, engineering, public relations, team build- ing, and economic development consultants e) Develop and implement five-year strategic plan f) Set measurable first year goals and establish priorities for tasks g) Prepare pay structure, organizational design, job descriptions, performance measures and incentives h) Monitor performance results and conduct performance reviews of CEO i) Develop annual operating business plan and maintain performance indices Review quarterly and make adjust- ments Page 4 �) Continually work at strengthening coalition with inves- tors of economic development program k) Adopt internal operating policies 1) Publish annual performance report m) Analyze and publish cost/benefit of efforts n) Develop periodic comparative analyses, i e land purchases, infrastructure expenditures, etc o) Establish business retention and account management activities p) Develop and market industrial parks q) Meet with major land owners/developers to determine desire, interest and plans for development r) Obtain firm market prices on parcels of land available for industrial development a) Send requests for proposals to national brokers for development of industrial parks t) Purchase, if appropriate, land and develop specific buildings to meet goals u) Establish linkages with higher education institutions and implement strategies to better leverage university research and educational assets v) Interview corporate CEO's and invite input to process and survey as to need for customized training programs w) Establish technical training center x) Establish brand image and develop marketing campaign y) Establish and strengthen strong ties and relationships with Dallas and Fort Worth chambers and the North Texas Page 5 Commission z) Participate actively in metroplex MIDAS group aa) Develop first-class marketing video bb) Conduct high profile events (i e, golf/tennis tourna- ments, symphony/theater events) for stockholders and development contacts and periodic special events/tours for metroplex and national brokers and relocation consultants cc) Conduct at least one international marketing tour each year ARTICLE IV That the City and Chamber hereby amend Article 4 "Support Services and Funding" of the Agreement, as amended to read as follows 4 ,support Services and Fundina The Chamber shall provide the office space, equipment and support staff necessary to the operations of the Office The City shall provide funding as approved in the City's budget which shall be adopted on or before the 20th day of September of each year of the amount appropriated for each year, the City shall pay the Chamber one-half on October let and the remaining half shall be paid on the following April let Thereafter, the City shall provide annual funding in the amount appropriated for that purpose by the City Council Any funds provided by the City pursuant to this Agreement shall be retained in an account separate from the Chamber's general operating fund, and shall only be used for the purposes provided for in this Agreement The Office shall keep current and accurate records of all funds received and expended, which shall be subject to inspection by the City at all reasonable times The Chamber Economic Development office shall provide monthly status reports to the City on the progress of the Page 6 Ell Economic Development Program, which shall include a descrip- tion of expenditures of the Office made with funds appropriat- ed by the City Annually, during the budget process, the Chamber shall submit a program budget request to the City Manager The City shall then evaluate the progress of the Chamber Economic Development Program and, at that time, determine whether to continue appropriations to support the Office the following fiscal year Special studies, research, travel expenditures and operational expenses, including City administrative expenses relating to support of the Economic Development Transition Committee, will be funded as a line item in the 1995/96 Chamber Office of Economic Development budget Until such time as the Economic Development Corporation is formally established and in operation, the Chamber will remain accountable and liable, through the direction of the President, for fiscal management, disbursement of funds, and ® supervision of Economic Development Chamber staff and fulfill- ment of the original program goals ARTICLE V That save and except as amended hereby, that all the terms and conditions, sections, sentences, paragraphs, and phrases of the Agreement, as amended, shall remain in full force and effect IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized Mayor, and the Denton Chamber of Commerce has caused this Agreement to be executed b duly author zed Chai man of its Board of Directors on this day of , 1995 BOB CASTLEBERRY, Page 7 ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPUED ASITO LEGAL FORM HERBERT L PROUTY,, CITY ATTORNEY [m DENTON CHAMBER OF COMMERCE BY � 4 Cjgnet' A Charles W Carpe er l� ATTEST President BY L SECRE Y E \WPMCS\K\CHAMBER ED3 0 Page 8