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Paris EDC Board Meeting Minutes December 9, 2014 Page 7 of 9 agreement did not contain the recommendations that were made by the City Attorney, Kent Mcllyar, City Attorney. Stephen Grubbs stated that the Board did vote unanimously to proceed. Looking at the recommendations made by the City Attorney, there were two (2) that were important: 1) language relative to indemnification, there was no language in the agreement regarding indemnification;and2) recommendations regarding Defenbaugh & Associates to maintain higher levels of insurance relative to commercial general liability insurance and contractual liability insurance. Those are areas of concern for the protection of the PEDC and the City which put us both at a greater risk in an event of legal actions that could occur as a result of their investigation. The purpose of this discussion is to address the opportunities the PEDC has in our Bylaws and procedures that are in place to improve the process. After the attorney has approved the agreement we bring it back to the Board for our review and approval and then it is signed by the PEDC Board Chairman. John Brockman asked if it would be appropriate to put a dollar amount. Stephen Grubbs stated that he thinks that is reasonable depending on what the contract is for. Don Wilson stated that if we modify the contract session to add some language saying contracts should be reviewed and approved by the Board and attorney before it is signed. There could be a conflict with the City Manager and the PEDC Chairman of the Board, which may be too restrictive. Don Wilson stated that we don't want it where the attorney has the final say. David Turner stated he agreed that the attorney shouldn't have the final say, but we should get his opinion. Stephen Grubbs asked what the process was at the City. John Godwin stated the City has the City Attorney look at it and make changes or say it's okay and it may need to go to the City Council depending on the amount or as the City Manager I can sign it if we need to act more quickly. Don Wilson stated that since the Board hired Plug Clem, let him look over the Bylaws and see how we can best address what happened and come back with that language and put it in the Bylaws. That way, in the future, there's no question. Stephen Grubbs suggested tabling this item until Plug Clem has a chance to look it over. Don Wilson made a motion to send this to our newly appointed legal counsel, Plug Clem, and let him provide recommended changes; seconded by David Turner. Motion Carried 4 -0. Consider Board member nomination(s) to serve as Assistant Secretary- Treasurer, per section 6.01- Officers of the Corporation, Paris EDC Bylaws. Stephen Grubbs stated that looking at the Bylaws the Board Chair can look at one or more Secretary /Treasurer according to Section 6.01, Item 9 of the Bylaws. This person shall assist the Executive Director with the economic incentive agreements. Item D says the assistant Secretary /Treasurer if any shall perform duties that maybe assigned by the Secretary /Treasurer or by the Chairman of the Board. John Brockman made a motion to elect Don Wilson as the Assistant Secretary /Treasurer; seconded by David Turner. Motion Carried 4 -0.