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1995-11-13-PEDC206 MINUTES OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION SPECIAL MEETING November 13, 1995 The Paris Economic Development Corporation met in a special meeting cn Monday, November 13, 1995, at 4:00 P.M., in the City Hall North Annex, Fire Training Room, Paris, Texas. President Philip Cecil called the meeting to order with the following boardmembers present: Dick Amis, Curtis Fendley. Also present were ex-officio board members, Dr. Marshall Dougherty , and T. K. Haynes, City Attorney as Counselor. President Cecil stated the purpose of this meeting was to formalize the Board's discussion at the November 8, 1995, meeting and to formally vote on resolutions in connection with this discussion. President Cecil stated that the next agenda item was approving the purchase from the Paris Industrial Foundation of approximately 16.633 acres fronting on the north side of Loop Hwy. 286 N.W. located in between Lots 14 and 18, City Block 324. City Manager Michael E. Malone entered the meeting at this time. City Attorney Haynes read the resolution. Boardmember Curtis Fendley made a motion, seconded by Boardmember Dick Amis to adopt the resolution. Resolution No. 95-016-approving the purchase from the Paris Industrial Foundation of approximately 16.633 acres fronting on the north side of Loop 286 N.W., located between lots 14 and 18, City Block 324, at the appraised value of $60,000.00 and authorizing Director of Finance, Gene Anderson ko prepare a check to' the Paris Industrial foundation, in the amount of $60,000.00, upon notification by the Site Selection Committee of a closing date. RESOLUTION NO. 95-016 WHEREAS, the Paris Economic Development Corporation did heretofore, at its January 11, 1995, meeting, deem it appropriate, desirable and essential to our economic development effort that a speculative building be built for prospective industries to tour when deciding whether to choose the Paris area as a possible location for doing business; and, WHEREAS, the Site Selection Committee did heretofore, at the November 8, 1995, meeting of the PEDC, recommend the purchase, at the appraised value of $60,000.00, of approximately 16.633 acres fronting on the north side Loop 286 N.W., located in between lots 14 and 18, City Block 324, from the Paris Industrial Foundation, 'for the location of said speculative building; and, WHEREAS, the Paris Industrial Foundation has agreed to accept the appraised value of $60,000.00 for said property, and it is appropriate that the Paris Economic Development Corporation authorize the purchase of the same; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the purchase from the Paris Industrial Foundation of approximately 16.633 acres fronting on the north side of Loop 286 N.W., located between lots 14 and 18, City Block 324, at the appraised value of $60,000.00, be, and the same is hereby, authorized; and, BE IT FURTHER RESOLVED, that the Director of Finance, Gene Anderson, be, and he is hereby, authorized and directed to prepare a check to the Paris Industrial Foundation, in the amount of $60,000.00, upon notification by the Site Selection Committee of a closing date. 207 PASSED AND ADOPTED this 13th day of November, 1995. Philip R. Cecil, President ATTEST: Richard M. Amis, Secretary-Treasurer APPROVED AS TO FORM: T. K. Haynes, City Attorney The motion carried unanimously and the resolution was adopted. President Cecil stated the next agenda item was amending Resolution No. 95-014 providing that the Paris Economic Development Corporation guarantee 75% of the master loan to : BITCO in the amount of approximately $360,000.00 in the event that the Small Business Administration does not become the guarantor of local banks' 7(a) Small Business Administration -- loan on, or before the 20th day of November, 1995. City Attorney Haynes read the resolution. Boardmember Barney Bray entered the meeting. Boardmember Dick Amis made a motion, seconded by Boardmember Curtis Fendley to adopt the resolution. President Cecil stated that earlier in the day the banks met about this item and it was his understandinq that all seven financial institutions will be participating in this item. After discussion, President Cecil called for questions and there was none. Resolutien No. 95-017-Amending Resolution No. 95-014 providing that the Paris Economic Development Corporation guarantee 75% of the master loan to BITCO in the amount of approximately $360,000.00 in the event than the Small Business Administration does not become the guarantor of local banks' 7(a) Small Business Administration loan on, or before the 20th day of November, 1995. RESOLUTION NO. 95-017 WHEREAS, the Paris Economic Development Corporation did heretofore, on the 16th day of August, 1995, pass Resolution No. 95-014, which said Resolution requires amendment due to changing circumstances; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that Resolution No. 95-014, be, and the same is hereby, amended to read as follows: "WHEREAS, the Paris Economic Development Corporation, hereinafter called PEDC, has received a request for assistance from Prospect No. 08-101-95, Bits International Company, dba Bitco, and it is deemed appropriate that such assistance be provided; NOW, THEREFORE, 208 BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the request for assistance from Bitco be, and the same is hereby, granted as follows: 1. PEDC shall construct and furnish to Bitco, upon a building site furnished by PEDC and agreed to by Bitco, a 20,000 square foot building containing side walls of at least 24 feet, an administration building and a heat treatment building, in accordance with specifications agreed to by PEDC and Bitco, upon a lease .with purchase option agreement at PEDC's cost for a term of approximately three (3) years; and, 2. PEDC shall contribute $62,500.00, as PEDC's twenty-five percent (25%) share of the total loan by Northeast Texas Economic Development District to Bitco, such PEDC contribution shall be secured by irrevocable letter of credit or Certificate of Deposit; and, 3. PEDC shall guarantee seventy-five percent (75%) of the master loan being made by participating local banks to Bitco in the amount of approximately $360,000.00 in the event that the Small Business. Administration does not become the guarantor of local banks' 7(a) Small Business Administration (SBA) Loan on or before the 20th day of November, 1995." PASSED AND ADOPTED this 13th day of November, 1995. Philip R. Cecil, President ATTEST: Richard M.. Amis, Secretary-Treasurer APPROVED AS TO FORM: T. K. Haynes. City attorney The motion carried unanimously and the resolution was adopted. President Cecil staged that Agenda Item No. 2-C will not be acted upon at this time. City Attorney advised at the time action is needed on this resolution it can be passed around. 209 President Cecil asked if there was any other business and there being none he declared the beard meeting adjourned. PRESIDENT PHILIP CECIL ATTEST: ASSISTANT CITY CLERK, BARBARA. DENNY RESOLUTION NO. 95-018 WHEREAS, the Paris Economic Development Corporation did heretofore, on the 13th day of November, 1995, pass Resolution No. 95-017, which amended Resolution No. 95-014, passed on thc 16th day of August, 1995, granting the request for assistance from Bits International Company, dba Bitco, which said assistance included the construction of three (3) buildings upon a site furnished by the PEDC and agreed to by Bitco upon a lease purchase agreement at PEDC's cost for a term of three (3) years; and, WHEREAS, the Paris Economic Development Corporation and Bitco have agreed on a site, and it is appropriate that a Lease with Purchase Option, in thc form attached hereto as Exhibit A, be executed; and, WHEREAS, the form of thc Lease with Purchase Option, attached hereto as Exhibit A, should, in all things, be approved, and the President, Philip R. Cecil, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the form of the Lease with Purchase Option attached hereto as Exhibit A be, and the same is hereby, approved; and, BE IT FURTHER RESOLVED, that the President, Philip R. Cecil, be, and he is hereby, authorized and directed to execute, on behalf of the Paris Economic Development Corporation, the Lease with Purchase Option with Bits International Company, dba Bitco, for 8.119 acres of property fronting on the north side of Loop 286 N.W., located in between lots 14 and 18, City Block 324, upon the terms and conditions and in the form attached hereto as Exhibit A. 210 PASSED AND ADOPTED this 20th day of November, 1995. Philip R. Cecil, President Curtis Fendley, Vice-President Richard M. Amis, Secretary-Treasurer Leon Williams, Director Barney Bray,III, Director ATTEST: Richard M. Amis, Secretary-Treasurer APPROVED AS TO FORM: T. K. Haynes, City Attorney LEASE WITH PURCHASE OPTION COUNTY OF LAMAR ) ) KNOW ALL MEN BY THESE PRESENTS: STATE OF TEXAS ) THIS LEASE AGREEMENT is made this 15th day of November, 1995, by and between the PARIS ECONOMIC DEVELOPMENT CORPORATION, acting by and through its President, Philip R. Cecil, duly authorized, hereinafter called PEDC, and BITS INTERNATIONAL COMPANY, Paris, Texas, dba BITCO, acting by .and through its President, Charles D. Rhoades, duly authorized, hereinafter calIed BITCO. 211 WITNESSETH For and in consideration of the payment of the interest, at the rate of 9.5 %, on the sum of the purchase price of the land described in Exhibit A, the cost of site preparation, the cost of construction of three (3) buildings, the cost of the parking lot and paving, and related engineering, legal and administrative costs, the total of which shall be affixed hereto as Exhibit B upon the completion of the construction and related matters, payable to the PARIS ECONOMIC DEVELOPMENT CORPORATION, monthly as it accrues, said PARIS ECONOMIC DEVELOPMENT CORPORATION does hereby lease, rent and let unto BITS INTERNATIONAL COMPANY, dba BITCO, all that certain tract or parcel of land more particularly described in Exhibit A, attached hereto and made a part hereof for all legal purposes. PEDC agrees to construct on said property an industrial building of at least 20,000 square feet of area with a minimum side wall height of 24 feet, an attached office building of at least __ 3,328 square feet of area with an interior ceiling height of 8 feet, and a 60' x 60' detached heat 1 EXHIBIT A treating building with a minimum side wall height of 16 feet, the construction of which buildings shall be in accordance with previously approved plans and specifications. PEDC agrees to furnish to said structures commercial natural gas, commercial electricity, and water and sewer for domestic use only. The term of this Lease is for THREE (3) years, beginning after substantial completion -- of the above-described improvements in accordance with previously approved plans and specifications. It is especially agreed and understood that BITCO has the right to install equipment in coordination with the construction of the main industrial building upon the erection of the metal and the completion of the roof. 212 It .is further agreed to by PEDC and BITCO that BITCO shall have the option to purchase the property described on Exhibit A, attached hereto, along with all improvements thereon, for the sum of the purchase price of the land described in Exhibit A, the cost of site preparation including utility construction, the cost of construction of three (3) buildings, the cost of the parking lot and paving, engineering, legal and administrative costs, and other related costs, the total of which shall be affixed hereto on Exhibit B upon the completion of the construction and related matters. IN CONSIDERATION HEREOF, it is mutually agreed by and between PEDC and BITCO: 1. That BITCO pay to PEDC, or order, at the City Hall in the City of Paris, the agreed rental, as it accrues, promptly and without neglect, default and delay. 2. That this Lease is subject to all the terms, provisions and conditions of the deed of conveyance of such premises from the Paris Industrial Foundation, recorded in Book , 2 Page , Deed Records of Lamar County, Texas, to which reference is made for all purposes. 3. That BITCO will abide by and comply with all ordinances of the City of Paris and all laws of the State of Texas governing citizens and property within the City of Paris. 4. That BITCO will take good care of the leased premises and be responsible and make good to PEDC all injuries and damages to the same caused by BITCO or those under it. 5. BITCO agrees that the premises shall be continuously occupied by BITCO and shall not be subleased without written consent of PEDC, first had and obtained. 6. That it shall be lawful for PEDC's agent to enter upon and into the leased premises, and every part thereof, at all times for the purpose of inspecting and examining the condition thereof, and BITCO expressly agrees that the leased premises may be used by PEDC as a speculative building for prospective industries to tour when deciding whether to choose the Paris area as a possible location for doing business. PEDC agrees that it shall give BITCO adequate notice of said tours. 213 7. That BITCO agrees to indemnify, save, keep and hold harmless PEDC from and against any and all demands, debts, liabilities, suits, claims and causes of action of every kind and character whatsoever for damage or injuries to persons and/or property occurring on the leased premises resulting from BITCO's, its invitees', agents', servants' or employees' use, and PEDC shall not be liable to BITCO, its invitees, agents, servants, employees or visitors due to the improvements located thereon, or hereafter constructed, or any other condition of the premises being improperly constructed, maintained or being or becoming out of repair; BITCO hereby waives any defects therein and agrees to hold and save PEDC harmless from all claims 3 for any such damages or injuries, and BITCO must, at all times during the term of this Lease, keep and maintain, in full force and effect, a policy or policies of insurance, in the minimum amounts of $1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury or death or injury to or destruction of property, indemnifying all persons for any and all damages, personal injuries or property damages sustained in or upon the premises of said leased property, or any part thereof, as the result of the negligence of BITCO, its invitees, agents, servants or employees, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or policies shall and must be written and issued by a reputable insurance company or companies, with PEDC and the CITY OF PARIS as additional insureds, subject to approval by the City Attorney of the City of Paris, and BITCO or its insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, 150 1st Street S.E., Paris, Texas 75460, or furnish to said City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this Lease, and specifically noting thereon that PEDC and the CITY OF PARIS are additional 'insureds. All such policies shall be written so that the PEDC will be notified of cancellation or of any restrictive amendment of the policies at least thirty (30) days prior to the effective date of such cancellation or amendment. Notice shall be by certified mail, return receipt requested, addressed to the PEDC at the following address: City Clerk, City of Paris, P. O. Box 9037, Paris, Texas 75461-9037. 214 Further, BITCO agrees to keep and maintain, in full force and effect, a policy or policies of insurance covering the actual cash value of any improvements owned by PEDC, and shall pay all premiums due thereon when due. It is expressly provided that such insurance policy or 4 policies shall and must be written and issued by a reputable insurance company or companies, with PEDC and the CITY OF PARIS as loss payees, subject to approval by the City Attorney of the City of Paris, and BITCO or its insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, 150 1st Street S.E., Paris, Texas 75460, or furnish to said City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this Lease, and specifically noting thereon that PEDC and the CITY OF PARIS are loss payees. All such policies shall be written so that the PEDC-will be notified of cancellation or of any restrictive amendment of the policies at least thirty (30) days prior to the effective date of such cancellation or amendment. Notice shall be by certified mail, return receipt requested, addressed to the PEDC at the following address: City Clerk, City of Paris, P. O. Box 9037, Paris, Texas 75461- 9037. 8. That BITCO will not use, or permit the use of, said premises, or any part thereof, for any purpose which is determined dangerous or hazardous. 9. Should BITCO default in, or fail or refuse to keep any of the covenants, conditions, stipulations and/or provisions herein contained, notice hereof shall be given in writing to BITCO, giving BITCO thirty (30) days to correct such discrepancy, and, in the event such default, failure or refusal is not corrected within said thirty (30) day period, then, in any such event, PEDC may elect, BITCO expressly waiving demand and notice, to declare this Contract canceled and of no further effect, all monies that have been paid to or deposited with PEDC hereunder shall be forfeited and belong to PEDC as liquidated damages to compensate PEDC for breach of this Contract. Immediately upon this Contract being declared canceled and of no 5 215 further effect, all rights, claims and interest of BITCO in and to said property shall thereupon terminate and be at an end and the property shall unconditionally belong to PEDC. __ 10. It is agreed that written notice from PEDC addressed and mailed by certified or registered mail to BITCO at P. O. Box 838, Paris, TX 75461, with a copy to C. David Rhoades at 100 N. Broadway, Suite 3040, Oklahoma City, OK 73108-8606, shall be sufficient notice of cancellation of this Contract pursuant to any condition of default by BITCO, it being specifically agreed that no further notice shall be necessary. 11. In the event that, at the end of this Lease, BITCO exercises its option to purchase the property described in Exhibit A, attached hereto, along with the improvements thereon, PEDC shall, upon payment of the entire purchase price by BITCO, convey said property to BITCO by Warranty Deed, on current form of the State Bar of Texas, conveying good and indefeasible title, with covenant of general warranty, subject to any conditions and restrictions existing against said property, and any other exceptions that may be hereinafter specifically set forth. 12. The terms of this Lease are binding on, and the benefits herein inure to, the legal representatives, successors, and assigns of BITCO. EXECUTED ON the dates shown in acknowledgements below. PARIS ECONOMIC DEVELOPMENT CORPORATION By: Philip R. Cecil, President ATTEST: Richard M. Amis, Secretary-Treasurer 6 APPROVED AS TO FORM: T. K. Haynes, City Attorney BITS INTERNATIONAL COMPANY, dba BITCO By: Charles D. Rhoades, President 216 ATTEST: C. David Rhoades, Secretary STATE OF TEXAS ) ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared PHILIP R. CECIL, President of the Paris Economic Development Corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this __ day of November, 1995. Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared CHARLES D. RHOADES, President of Bits International Company, dba Bitco, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. 7 GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of November, 1995. Notary Public, State of Texas MINUTES OF T~. PARIS ECONOMIC DEVELOPMENt 2ORPORATION REGUIJARMEETING December 13, 1995 The Paris Economic Development Corporation met in & regular meeting on Wednesday, December 13, 1995, at 4:00 P.M'.; &~ t~he City Hall North Annex, Fire Training Room, Paris, Texas. President Philip Cecil called the meeting to order with the following boardmembers present: Dick 3~mis, Curtis Fendley, Leon Williams and Barney Bray. Also present were ex-officio board metr~ers, Bobby Ray Walters, Dr. Marshall Dougherty, and Ike Jewett.