E GUNAERI EST. 105 N 4th, P. O. Box 349 Gunter, TX 75058-0349 (903)4 433-5185 Fax (903) 433-8039 AGENDA Joint Special Meeting Gunter Economic Development Corporation Board of Directors and Gunter Municipal Development District Board of] Directors Wednesday, March 19, 2025 6:00 p.m. Pursuant to Chapter 551 of the Texas Government Code, notice is hereby given of a Meeting of the Gunter Economic Development Corporation and Gunter Municipal Development District ofthe City of Gunter, Texas to be held on the above date and time, Gunter City Hall, 105 North 4th Street Gunter, Texas 75058 at which time the following will be discussed and considered: Pursuant to Section 551.127, Texas Government Code, one or more. Board Member may attend this meeting remotely using videoconferencing technology. The video and audio feed of the videocomferencing equipment can be viewed and heard by the public at the address posted above as the location ofthe meeting. CALLTO ORDER OF GEDC [Presiding Officer will call the meeting to order, establish a quorum ifpresent, and declare notices legally posted pursuant to the Open Meetings Act. During the course of the meeting, members of the audience wishing to. speak must be recognized by the Presiding Officer.] CALL TO ORDER OF GMDD [Presiding Officer will call the meeting to order, establish a quorum ift present, and declare notices legally posted pursuant to the Open Meetings Act. During the course of the meeting, members ofthe audience wishing to speak must be recognized by the. Presiding Officer.] INVOCATION AND PLEDGE OF ALLEGIANCE CITIZEN COMMENTS [The EDC and MDD invites citizens to speak to the Board on any topic not alreadyscheduled, for public hearing. The time limit is three minutes per speaker.) RECESS MEETING OF GMDD and CONTINUE MEETING OF GEDC 1. CONSENT AGENDA [Routine Board Business, the Consent Agena is approved by a single majority vote. Items may be removed for open discussion by a request from a Board Member.] a. Consider approval of Minutes from February 06, 2025, EDC Regular Meeting. b. Consider approval of EDC Financials for January 2025 and February 2025. BOARD BUSINESS = SPECIAL SESSION [As authorized by Section 551.071 of the Texas Government Code, the General Session may. be convened into Closed Executive Sessionfor the purpose ofseeking confidential legal advice from the attorney on any Agenda item listed herein, as needed.) 2. Discuss, consider, and act upon Letter of Resignation from Kristopher Atkinson, Place 4. Page 1 3. Discuss, consider, and act upon approving a Resolution authorizing the Board of] Directors oft the Gunter Economic Development Corporation to approve a funding agreement with the City of Gunter for the City's purchase of real estate from the Gunter Independent School District in an amount not to exceed $358,934. 4. Discuss, consider, and act upon a Resolution electing to Wind Up and Dissolve the Corporation. ADJOURN Meeting of GEDC RECONVENE Meeting of GMDD BOARD BUSINESS - SPECIAL SESSION [As authorized by Section 551.071 of the Texas Government Code, the General Session may be convened into Closed. Executive Sessionfor the purpose ofseeking confidential legal advice from the attorney on any. Agenda item listed herein, as needed.) 5. Discuss, consider, and appoint officers oft the Gunter Municipal Development District. 6. Discuss, consider, and approve an agreement for Provision of General Counsel Legal Services for Gunter Municipal Development District. 7. Discuss, consider, and act upon securing billboard for MDD marketing. 8. Discuss, consider, and act upon direction for sign located in the Gunter City Park. 9. Discussion regarding participation in Walnut Street construction and cost with John Carter. 10. Discussion regarding Drainage Study update. 11. Discuss, consider, and act upon a Resolution accepting assignment of Gunter Economic Development Corporation debts, liability, assets, accounts, and funds and authorizing the President to execute all necessary and related documents. 12. Suggested future agenda items: ADJOURN I, the undersigned authority, do hereby certify that the above Notice of a Meeting of the Gunter Economic Development Corporation and the Gunter Municipal Development District of the City of Gunter, Texas is a true and correct copy of said Notice and that I posted a true and correct copy of said Notice in the Notice Board oft the City Hall ofs said Gunter, Texas, aj place convenient to the public, and said Notice was posted on March 13, 2025, before 6:00 p.m. and remained SO posted continuously for at least seventy-two hours immediately preceding the date oft the meeting Detra Gaines, City Secretary Ifduring the course of the meeting covered by this notice, the Board should determine that a closed or executive meeting orsession ofthe Board or a consultation with the attorneyfort the Board should be held or is required, then such closed or executive meeting or: session orconsultation with attorney as authorized by the Texas Open Meetings Act, Texas Government Codes 551.001 et. seq., will be held by the Board at the date, hour and place given Page 2 in this notice as the Board may conveniently meeti in such closed or executive meeting or. session ord consult with the attorneyfort the GEDC concerning any and all: subjects and for any and all purposes permitted by the Act, including, but not limited to, the following sections and purposes: Texas Government CodeSection: $551.071-Private consultation with the attorneyfor: the Board S 1072Dhcusngpurchsg exchange, lease or value ofrealproperty. S5 551.074-Discussing personnel or hearing complaints against personnel. Page 3 E yON JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #1 RECESS MEETING OF GMDD and CONTINUE MEETING OF GEDC CONSENT AGENDA [Routine Board Business, the Consent Agena is approved by a single majority vote. Items may be removed for open discussion by a request from a Board Member.] a. Consider approval of Minutes from February 06, 2025, EDC Regular Meeting. b. Consider approval of EDC Financials for. January 2025 and February 2025. AGENDA ITEM SUNMARYBACKGROINPN PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E GUNAER EST. 1901 105 N 4th, P. O. Box 349 Gunter, TX 75058-0349 (903) 433-5185 Fax (903) 433-8039 MINUTES General Meeting Gunter Economic Development Corporation Thursday, February 6H, 2025 6:00 p.m. Members Present: Don. Anderson, Kristofer. Atkinson, Monesa Unger, Paul Valker, Josh Long Members Absent: Micah West Staff Present: Adam. Adams Meeting Opened At 6:22 p.m. Pursuant to Chapter 551 of the Texas Government Code, notice is hereby given of a Meeting oft the Gunter Economic Development Corporation of the City of Gunter, Texas to be held on the above date and time, Gunter City Hall, 105 North 4th Street Gunter, Texas 75058 at which time the following will be discussed and considered: CALL TO ORDER [Presiding Officer will call the meeting to order, establish a quorum if present, and declare notices legallyposted; pursuant to the Open Meetings. Act. During the course ofthe meeting, members oft the audience wishing to speak must be recognized by the Presiding Officer:] INVOCATION AND PLEDGE OF ALLEGIANCE CITIZEN COMMENTS [The Economic Development Corporation invites citizens to speak to the Board on any topic not already scheduled for public hearing. The time limit is three minutes per speaker.) CONSENT AGENDA [Routine Board Business, the Consent Agena is approved by a single majority vote. Items may be removed for open discussion by a request from a Board Member.] 1. Consider approval of Minutes from December 05, 2024 EDC General Meeting. 2. Consider approval of EDC Financial Report for December 2024 & January 2025. Don Anderson motioned to approve Consent Agenda items; Josh Long 2nd Motion. Motion passed 5-0. BOARD BUSINESS = GENERAL SESSION [As authorized by Section 551.071 of the Texas Govermment Code, the General Session may be convened into Closed. Executive Sessionfort the purpose ofseeking confidential legal advice from the attorney on any Agenda item listed herein, as needed.] 1. Discuss, consider, and act upon Letter of Resignation from Nat McClure, Place 3. Monesa Unger motioned to approve resignation, Paul Valker 2nd Motion. Motion passed 5-0. 2. Discuss, consider, and act upon approving a resolution authorizing the Board of Directors of the Gunter Economic Development Corporation to approve a funding agreement with the City of Page 1 Gunter for the City's purchase of real estate from the Gunter Independent School District in an amount not to exceed $358,934. Agenda item tabled for future meeting. 3. Discuss, consider, and act upon proposed EDC marketing collateral. Agenda item tabled for future meeting. 4. Discuss, consider, and act upon consideration of an EDC office space rental. Agenda item tabled for future meeting. 5. Discuss, consider, and act upon approving purchase of Fundview for EDC Financials. Monesa motioned to approve, pending validation in writing thats software can transfer at no cost, when EDC transitions to. MDD, Kristofer. Atkinson 2nd motion. Motion passed 5-0 6. Discuss, consider, and act upon securing billboard for EDC marketing. Agenda item tabled for future meeting. 7. Discuss, consider, and act upon direction for sign located in the Gunter City Park. Agenda item tabled for future meeting. 8. Receive update on strategic business outreach. No action. Suggested future agenda items: ADJOURN: Adjourned at 6:59, p.m. Kristopher Atkinson, EDC President ATTEST: Monesa Unger, EDC Secretary Page 2 a a E nyon JOINT SPECIAL EDC & MDD MEETING GUNGERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #2 BOARD BUSINESS - SPECIAL: SESSION [As authorized by Section 551.071 ofthe Texas Government Code, the General Session may be convened into Closed Executive Session for the purpose of seeking confidential legal advice from the attorney on any Agenda item listed herein, as needed.) Discuss, consider, and act upon Letter of Resignation from Kristopher Atkinson, Place 4. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E yo JOINT SPECIAL EDC & MDD MEETING GUNGERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #3 Discuss, consider, and act upon approving a Resolution authorizing the Board of Directors of the Gunter Economic Development Corporation to approve a funding agreement with the City of Gunter for the City's purchase of real estate from the Gunter Independent School District in an amount not to exceed $358,934. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments GUNTER MUNICIPAL DEVELOPMENT DISTRICT RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE GUNTER MUNICIPAL DEVELOPMENT DISTRICT APPROVING A FUNDING AGREEMENT WITH THE CITY OF GUNTER BY WHICH THE DISTRICT WILLPROVIDE FUNDING FORTHE CITYSPURCHASE OF REAL ESTATE FROM THE GUNTER INDEPENDENT SCHOOL DISTRICT IN AN AMOUNT NOT TO EXCEED $358,934.00 AND AUTHORIZING THE BOARD PRESIDENT TO EXECUTE SAID FUNDING AGREEMENT; PROVIDING FOR A REPEALING CLAUSE; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Gunter Municipal Development District ("GMDD") is a special district organized to promote economic grown and development and vested by state law with the authority to fund and undertake projects that support local businesses, create jobs, and attract new investment as authorized through Texas Local Government Code Chapter 377 and Texas Local Government Code sections 505.501 through 505.158; and WHEREAS, the City of Gunter has requested project funding for the purchase of real estate from the Gunter Independent School District which will be held and ultimately developed for facilities to improve the quality oflife offered in the City; and WHEREAS, the GMDD Board of Directors and the City Council have determined that the Funding Agreement providing the requested project funding will benefit the District and the District's inhabitants; and WHEREAS, the GMDD Board of Directors finds that the expenditure of funds pursuant to the Agreement is authorized by the Act and that the Agreement should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GUNTER MUNICIPAL DEVELOPMENT DISTRICTTHAT: SECTION 1. The Board of Directors of the Gunter Municipal Development District hereby approves the Funding Agreement, attached hereto and incorporated herein by this reference as Exhibit "A", by and between the Gunter Municipal Development District ("GMDD") and the City of Gunter for the provision of an amount not to exceed $358,934.00 by GMDD to the City for use in purchase of real property identified in the Funding Agreement from the Gunter Independent School District. SECTION 2. The Board President or his designee is authorized to execute the Funding Agreement and any other documents necessary or referenced therein on behalf of the GMDD. SECTION 3. All resolutions of the GMDD heretofore adopted which are in conflict with the provisions of this resolution be, and the same are hereby repealed, and all resolutions of the GMDD not in conflict with the provisions hereof shall remain in full force and effect. SECTION 4. Ifa any article, paragraph, subdivision, clause or provision of this resolution, as hereby amended, be adjudged invalid or held unconstitutional for any reason, such judgement or holding shall not affect the validity ofthis Resolution as a whole or any part or provision thereof, as amended hereby, other than the part SO declared to be invalid or unconstitutional. SECTION 5. This resolution shall take effect immediately from and after its passage. DULY PASSED by the Board of] Directors of the Gunter Municipal Development District on the day of 2025. APPROVED: Kristoffer Atkinson, President ATTEST: GEDC Secretary APPROVED AS TO FORM: Victoria Thomas, GMDD General Counsel 4922-9693-1618, V. 1 Exhibit "A" Funding Agreement with City of Gunter (to be attached) 4922-9693-1618, V. 1 STATE OF TEXAS PROJECT FUNDING AGREEMENT COUNTY OF GRAYSON S This Project Funding Agreement ("Agreement") is made by and between the Gunter Municipal Development District, a Texas municipal development district, ("GMDD") and the City of Gunter, Texas, a Texas home rule municipality ("City") (collectively the "Parties" or singularly a "Party"), acting by and through their respective authorized officers. WITNESSETH: WHEREAS, City has requested GMDD provide funding to the City for the Project (hereinafter defined); and WHEREAS, the GMDD is a special district organized to promote economic growth and development and vested by state law with the authority to fund and undertake projects that support local businesses, create jobs, and attract new investment as authorized through Texas Local Government Code Chapter 377 and Texas Local Government Code sections 505.151 through 505.158; and WHEREAS, GMDD is further authorized to contract with public entities to plan, acquire, establish, develop, construct, or renovate a development project; and WHEREAS, GMDD has determined that the Funding (hereinafter defined) for the Project to be made hereunder is required or suitable to promote or develop new or expanded business enterprises, and constitutes an economic development project and will further the objectives of GMDD and will benefit the District and the District's inhabitants; NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: "City" shall mean the City of Gunter, Grayson County Texas, a Texas home rule municipality. "District" shall mean the Gunter Municipal Development District. "Effective Date" shall mean the date of execution of this Agreement. PAGE 1 PROJECT FUNDING. AGREEMENT GMDD AND CITY OF GUNTER "Expiration Date" means the date the Parties have fully satisfied their respective obligations herein. "Funding" shall mean the payment of funds to City for the Project in the amount set forth in Exhibit "A" to be paid as set forth herein. "GMDD" shall mean the Gunter Municipal Development District, a political subdivision ofthe State of Texas and the City of Gunter, created in accordance with Chapter 377 of the Texas Local Government Code, as amended (the "Act") and other applicable laws for the purpose of developing and financing all development projects as that term is defined in section 377.001(3) of the Act, as amended. "Project" shall mean the project described in Exhibit A, Article II Term The term of this Agreement shall begin on the Effective Date and continue until the Expiration Date, unless sooner terminated as provided herein. Article II Project Funding 3.1 Funding. (a) Subject to the continued satisfaction of all the terms and conditions of this Agreement by City, including the obligation of City to repay the Funding pursuant to Article V hereof, GMDD agrees to provide City with the Funding to be paid within sixty (60) days after GMDD receipt of a payment request from City following the Effective Date. City agrees that the Funding shall exclusively be used for expenditures for the Project. (b) Repayment ofFunding. City shall repay the Funding to GMDD ifCity elects not to proceed with the Project. City shall repay the Funding within thirty (30) days after City determines not to proceed with the Project. Any amount ofthe Funding not expended by City after completion of the Project shall be repaid by City to GMDD within thirty (30) days after completion of the Project, unless otherwise applied or to be applied for the costs of another GMDD approved, qualified project under the Act. 3.2 Grant Limitations. GMDD shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by City. None ofthe obligations of GMDD under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. 3.3 Current Revenue. Under no circumstances shall the obligations of GMDD hereunder be deemed to create any debt within the meaning of any constitutional or statutory PAGE2 PROJECT FUNDING AGREEMENT GMDD. AND CITY OF GUNTER provision. The Funding made hereunder shall be paid solely from lawfully available funds. Consequently, notwithstanding any other provision of this Agreement, GMDD shall have no obligation or liability to provide the Funding except as allowed by law. Article IV Conditions to Project Funds The obligation ofGMDD to provide the Project Funding to City shall be conditioned upon the compliance and satisfaction by City ofthe terms and conditions oft this Agreement and each of the conditions set forth in this Article IV, provided that failure to meet a condition shall not prevent the payment oft the Funding prior to the specified deadline for satisfaction ofthe condition: 4.1 Good Standing. City shall not have an uncured breach or default of this Agreement. 4.2 Completion of the Project. City shall timely complete the Project within one hundred, eighty (180) days of the Effective Date and shall provide written certification thereof to GMDD within thirty (30) days following the date completion of the Project. 4.3 Use of Funding. City agrees to apply the Funding solely to the costs of the Project and any Funding remaining after completion of the Project shall either be refunded to GMDD or applied to the costs of another GMDD-approved, qualified project under the Act. 4.4 Reporting. City shall on an annual basis provide GMDD with a written report regarding the status ofthe Funding and the amounts expended thereofby City and confirming that such Funding was expended for the Project or applied to the costs of another qualified project under the Act. Article V Termination; Repayment 5.1 Termination. This Agreement shall terminate upon any one or more of the following: (a) By written agreement of the Parties; (b) Expiration Date; (c) On the date of termination set forth in written notice by either Party in the event the other Party breaches any of the terms or conditions of this Agreement and such breach is not cured within thirty (30) days after written notice thereof; provided however ifthe breach may not be cured within such 30-day period the breaching Party shall have an additional sixty (60) days to cure such breach; or (d) On the date of termination set forth in written notice by either Party, ifa any subsequent Federal or State legislation or any final, non-appealable decision PAGE3 PROJECT FUNDING AGREEMENT GMDD AND CITY OF GUNTER of a court of competent jurisdiction declares or renders this Agreement invalid, illegal, or unenforceable. Article VI Miscellaneous 6.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. 6.2 Limitation on Liability. It is understood and agreed between the Parties that the Parties in satisfying the conditions ofthis Agreement have acted independently, and neither Party assumes any responsibilities or liabilities to third parties in connection with Parties' actions. 6.3 No. Joint Venture. Itis acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. 6.4 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received: (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or (ii) on the day received if sent by courier or otherwise hand delivered. Ifintended for GMDD, to: With a copy to: Attn: Kristoffer Atkinson Attn: Victoria Thomas President General Counsel Gunter Municipal Development Nichols Jackson, LLP District 1800 Ross Tower 105 N. 4th Street 500 N. Akard Street Gunter, Texas 75058 Dallas, Texas 75201 Ifintended for City, to: With a copy to: Attn: Karen Souther Attn: Courtney Goodman-Morris Mayor City Attorney City ofGunter, Texas Nichols Jackson, LLP 105 N. 4th Street 1800 Ross Tower Gunter, Texas 75058 500 N. Akard Street Dallas, Texas 75201 6.6 Entire Agreement. This Agreement is the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the Parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. PAGE 4 PROJECT FUNDING AGREEMENT GMDD. AND CITY OFGUNTER 6.7 Governing Law. This Agreement shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Grayson County, Texas. The Parties agree to submit to the personal and subject matterjurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by a written agreement executed by both Parties. 6.9 Legal Construction. In the event any one or more ofthe provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all the counterparts shall constitute the same: instrument. 6.12 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 6.13 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period following the termination ofthis Agreement shall survive termination. 6.14 Successors and Assigns. This Agreement may not be assigned without the prior written consent ofGMDD. (Signature Page to Follow) PAGE5 PROJECT FUNDING AGREEMENT GMDD. AND CITY OF GUNTER EXECUTED on this day of 2025 GUNTER MUNICIPAL DEVELOPMENT DISTRICT By: Kristoffer Atkinson, President EXECUTED on this day of 2025. CITYOF GUNTER, TEXAS By: Karen Souther, Mayor Approved as to Form: By: Courtney Goodman-Morris City Attorney PAGE 6 PROJECT FUNDING AGREEMENT GMDD. AND CITY OF GUNTER EXHIBIT - A" Project: Purchase, from Gunter Independent School District, ofthe following described real estate on the terms and under the conditions set forth in a Real Estate Purchase Agreement in substantially the form of that attached hereto as Exhibit "A-1": A certain 1.00 acre parcel ofreal property located in the City ofGunter, Grayson County, Texas. Owner Legal Name Parcel ID Geo ID Legal Description Acreage OTP GUNTER, BLOCK 38, GUNTER IS G002 LOT 13 THRU 18, 300 X D 151917 5850090 145 1.00 Funding: An amount not to exceed and no/100 ($ Dollars. SOLo. PAGE EXHIBIT "A" TOl PROJECT FUNDING AGREEMENT GMDD. AND CITY OF GUNTER EXHIBIT 46 A" EXHIBIT A-1 Real Estate Purchase and Sale Agreement between City and GISD [to be attached] 4920-0774-9907, V. 2 SOLO PAGE EXHIBIT "A" TOl PROJECT FUNDING. AGREEMENT GMDD AND CITY OF GUNTER - IYY o JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST.1901 6:00 PM AGENDA ITEM #4 Discuss, consider, and act upon a Resolution electing to Wind Up and Dissolve the Corporation. ADJOURN Meeting OfGEDC AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments GUNTER ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE GUNTER ECONOMIC DEVELOPMENT CORPORATION APPROVING THE WINDING UP AND DISSOLUTION OF THE GUNTER ECONOMIC DEVELOPMENT CORPORATION; AUTHORIZING THE BOARD PRESIDENTTO EXECUTEANY AND ALL NECESSARY AND RELATED DOCUMENTS AND TO MAKE ALL REQUIRED FILINGS; PROVIDING FOR A REPEALING CLAUSE; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Gunter Economic Development Corporation ("GEDC") incorporated on or about as a nonprofit economic development corporation organized and operated exclusively under Texas Local Government Code, Chapters 501 and 505 (the Development Corporation Act); and WHEREAS, a majority of those voting in the City of Gunter special election on November 5, 2024 voted to authorize the creation oft the Gunter Municipal Development District and to terminate the Gunter Economic Development Corporation; and WHEREAS, the Board of Directors has determined that the Corporation is no longer needed and that the will of the voters is that the Corporation be dissolved; and WHEREAS, GEDC By-laws provide that the City Council can dissolve the Corporation and the GEDC Board recommends to the Council such dissolution on the terms set forth hereinbelow; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GUNTER MUNICIPAL DEVELOPMENT DISTRICT THAT: SECTION 1. The officers. and directors of this Corporation are authorized and directed to take appropriate measures to wind up and dissolve this Corporation, including: 1. Preparation of a plan ofliquidation to include itemization of all liabilities, debts, assets, property, and accounts of the Corporation; 2. Preparation and execution of an assignment of all Corporation debts, liabilities, assets, property and accounts to the Gunter Municipal Development District, subject to approval of the Gunter Municipal Development District Board of Directors and the Gunter City Council and, as to debts and liabilities, subject to the approval ofthe debt or liability holder; 3. Provision of written notice of such assignment, by certified mail, return receipt requested, to all interested parties; and 4. Filing of such certificates with the Texas Secretary of State as may be necessary to dissolve the Corporation. SECTION 2. The President and Secretary of this Corporation are authorized, empowered, and directed to execute and deliver in the name of and on behalf ofthe Corporation, such deeds, assignments, and/or other instruments of transfer as may be deemed necessary or proper and, in general, the officers and directors of this Corporation are authorized, empowered and directed to do any and all acts and things necessary to carry out, perform, implement, and consummate the above-described distribution and to wind up the corporate affairs and dissolve this Corporation. SECTION: 3. The President and the Secretary ofthis Corporation, or the designee of either such officer, are each authorized and directed, jointly and severally, on behalf oft this Corporation and ini its name to do such acts and to execute, file and deliver such other certificates and documents as they may deem necessary or appropriate to accomplish the intentions of this Resolution, and such actions previously taken by such officers are hereby ratified and confirmed. SECTION 4. If any article, paragraph, subdivision, clause or provision of this resolution, as hereby amended, be adjudged invalid or held unconstitutional for any reason, such judgement or holding shall not affect the validity ofthis Resolution as a whole or any part or provision thereof, as amended hereby, other than the part SO declared to be invalid or unconstitutional. SECTION 5. This resolution shall take effect immediately from and after its passage. DULY PASSED by the Board of Directors of the Gunter Economic Development Corporation on the day of 2025. APPROVED: Kristoffer Atkinson, President ATTEST: Secretary APPROVED AS TO FORM: Victoria Thomas, General Counsel 4900-0192-6951, V. 1 E Yy AR OH JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST.1901 6:00 PM AGENDA ITEM # 5 RECONVENE Meeting of GMDD BOARD BUSINESS - SPECIALSESSION [As authorized by, Section 551.071 ofthe Texas Government Code, the General Session may be convened into Closed Executive Session for the purpose of seeking confidential legal advice from the attorney on any. Agenda item listed herein, as needed.) Discuss, consider, and appoint officers ofthe Gunter Municipal Development District. AGENDA ITEM SUMMARYBACKGROIND PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E yON JOINT SPECIAL EDC & MDD MEETING GUNGERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM # 6 Discuss, consider, and approve an agreement for Provision of General Counsel Legal Services for Gunter Municipal Development District. AGENDA ITEM UNMARYBACKGROINP: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments 500 N.. Akard Street NICHOLS Suite 1800 Dallas, Texas 75201 Main: N 214-965-9900 Fax: 214-965-0010 Web: JACKSON www.njdhs.com Victoria W. Thomas Partner Email: vthomas@nidhs.com March 6, 2025 Delivery by electronic mail: dhandicupua, amdedicutauy amasshcisueraes HEtAAMNET Kristofer Atkinson Board President Gunter Municipal Development District 105 North 4th Street Gunter, Texas 75058 Re: Agreement for Provision of General Counsel Legal Services for Gunter Municipal Development District Dear Mr. Atkinson: Nichols, Jackson, Dillard, Hager & Smith, LLP (the "Firm" or) is to opportunity to serve the Gunter Municipal Development District pleased have the letter sets out the terms of our engagement and unless as its General Counsel. This to services provided to the Gunter. we agree otherwise in writing, it will apply Municipal Development District ("GMDD") by the Firm. Scope of Engagement. We understand that the scope of our engagement is to serve Counsel for the GMDD with regard to its legal matters. In as General research and analysis of legal and factual issues, analysis general, of our services may include preparation of documents, attendance at meetings, applicable law, drafting and communications with other hearings, or other conferences, written and oral parties and with the Board's representatives. This continue until terminated by the GMDD or the Firm as set forth herein. engagement shall Staffing. I will be the Firm's supervising lawyer and I am always available to satisfaction with our professional relationship. Requests and communications assure your engagement should be directed to me. We take pride in being available 24/7 to our regarding this be contacted at any time by my cell phone (214) 687-8958, or by email at clients. I may Other attorneys of the Firm may be assigned, as Assistant General Counsel, vthomas@njahs.com. but I will be the primary attorney responsible for the GMDD's1 legal work and the primary contact with the Firm. Fees and Other Charges. The Firm will provide the required legal services at the rate $220.00 per hour billed in quarter-of-an-hour (0.25) increments. This rate hourly of attorneys. Unlike most law firms, the Firm does not bill for work applies to all firm does not charge an additional fee for use of online legal databases performed and by legal assistants and as Westlaw and LexisNexis. subscription resources such The Firm charges for the cost of copies ($0.25 per black and white page) and for facsimile transmissions ($1.00 per page), courier service at cost, and reimbursement for outgoing at current IRS rates. In the event travel is required on behalf of the GMDD, the GMDD mileage will be billed at the Firm's cost. If air travel is required, the least expensive available will be selected or, at GMDD's option, it may arrange for the travel. flights GMDD will be provided with a monthly itemized invoice for legal services which will include the date, description ofthe activity or transaction, the initials oft the person performing the service, the time for that service, the amount charged, client cost and a total of the fees due for the monthly period. Payment is due within thirty (30) days of receipt. Ifat any time and GMDD cost has any questions regarding the charges shown on the monthly invoice, the Firm will immediately investigate, and as necessary, adjust such charges. Attorney-Client Relationship. The GMDD has the right to terminate the Firm's services at time. Similarly, the Firm may withdraw its representation if the Client fails to any its invoices or in the event of conduct which, in the Firm's judgment, impairs its ability timely to pay an effective attorney-client relationship. continue Thank you for this opportunity to be of service to the GMDD. I look forward to with you and the Board. Ifyou have any questions or comments, please do not hesitate to working contact me. If the terms are acceptable, please execute in the signature block provided below and return a conformed copy to us. Very truly yours, NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P. By: Victoria W. Thomas Agreed to and accepted: Gunter Municipal Development District By: Kristofer Atkinson, President 4916-1155-6642, V.1 1 2IP ag ge E nyON JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #n Discuss, consider, and act upon securing billboard for MDD marketing. AGENDA ITEM UNMARYBACKGROIND PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E CyO JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #8 Discuss, consider, and act upon direction for sign located in the Gunter City Park. AGENDA ITEM UNMARYBACKGROINPN PRESENTED BY: FINANCIALIMPACT: N/A. LEGAL REVIEW: N/A ATTACHMENTS: See Attachments B nyo JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #9 Discussion regarding participation in Walnut Street construction and cost with John Carter. AGENDA ITEM INMARYBACKGROINP: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E nyyo JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM #lO Discussion regarding Drainage Study update. AGENDA ITEM SUMMARY/BACKGROUND: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments E Yo JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM # 1 Discuss, consider, and act upon a Resolution accepting assignment of Gunter Economic Development Corporation debts, liability, assets, accounts, and funds and authorizing the President to execute all necessary and related documents. AGENDA ITEM SUMMARYBACKGROUNP: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments GUNTER MUNICIPAL DEVELOPMENT DISTRICT RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE GUNTER MUNICIPAL DEVELOPMENT DISTRICT ACCEPTING THE ASSIGNMENT OF THE ASSETS, PROPERIY,ACCOUNTS, DEBTS,AND LIABILITIES OF THE GUNTER ECONOMIC DEVELOPMENT CORPORATION AND AUTHORIZING THE PRESIDENT OF THE DISTRICT TO EXECUTE ALL RELATED AND NECESSARY DOCUMENTS; PROVIDING FOR A REPEALING CLAUSE; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, a majority of those voting in the City of Gunter special election on November 5, 2024 voted to authorize the creation ofthe Gunter Municipal Development District and to terminate the Gunter Economic Development Corporation; and WHEREAS, as a consequence thereof, the Board ofDirectors ofthe GEDC has authorized the winding up and dissolution of the Corporation; and WHEREAS, as a part ofthe GEDC winding up, the Board ofDirectors further authorized the transfer, by assignment, of all Corporate assets, property, accounts, debts, and liabilities oft the GEDC to the Gunter Municipal Development District; and WHEREAS, the GMDD desires to accept said assignments, subject to City Council approval; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GUNTER MUNICIPAL DEVELOPMENT DISTRICT THAT: SECTION 1. The Gunter Municipal Development District approves and accepts the assignment of all assets, property, accounts, debts, and liabilities of the Gunter Economic Development District, subject to City of Gunter City Council approval of such transfer(s) and authorizes the President ofthe GMDD to execute all necessary and related documents required for such transfer. SECTION 2. Ifa any article, paragraph, subdivision, clause or provision of this resolution, as hereby amended, be adjudged invalid or held unconstitutional for any reason, such judgement or holding shall not affect the validity ofthis Resolution as a whole or any part or provision thereof, as amended hereby, other than the part SO declared to be invalid or unconstitutional. SECTION3. This resolution shall take effect immediately from and after its passage. DULY PASSED by the Board of Directors of the Gunter Municipal Development Corporation on the day of 2025. APPROVED: President ATTEST: Secretary APPROVED AS TO FORM: Victoria Thomas, General Counsel 4909-5075-8951, V. 1 E TyON JOINT SPECIAL EDC & MDD MEETING GUNERI March 19, 2025 EST. 1901 6:00 PM AGENDA ITEM # 12 Suggested future agenda items: AGENDA ITEM SUNMARYBACKGROIND: PRESENTED BY: FINANCIAL IMPACT: N/A LEGAL REVIEW: N/A ATTACHMENTS: See Attachments