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1996-07-24-PEDC 56 MINUTES OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION REGULAR MEETING July 24, 1996 The Paris Economic Development Corporation met in their annual meeting on Wednesday, July 24, 1996, 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, Leon Williams, Michael Rhodes and Barney Bray. Also present at this meeting were ex-officio boardmembers, Ike Jewett, Bobby Walters, Dr. Marshall Dougherty, Gary Vest, Mayor Eric Clifford, City Manager Michael E. Malone, and City Attorney T. K. Haynes. President Cecil stated that boardmembers Barney Bray and Michael Rhodes had previously been sworn in as members of the Board. President Cecil stated that the next item on the agenda was the election of officers. He opened the floor for nominations for President with the term of office to begin in July, 1996, through June, 1997. Boardmember Barney Bray made a motion, seconded by Leon Williams, nominating Curtis Fendley for President. Mr. Fendley was elected to the office of President on a unanimous vote. 257 Mr. Cecil expressed his appreciation to the boardmembers for their services the past three years and commended them for their efforts in maintaining the delicate balance between being progressive, making investments that attract jobs to the Paris area, and being diligent in the responsibility of safeguarding the taxpayers money. President Fendley presented plaques of appreciation to Mr. Philip Cecil and previous boarchnember Mayor Eric Clifford for past services on the Paris Economic Development Board. President Fendley asked for nominations for Vice President. Boardmeraber Leon Williams made a motion, seconded by Dick Amis, nominating Barney Bray for Vice President. Mr. Bray was elected to the position of Vice President on a unanimous vote. President Fendley asked for nominations for Secretary/Treasurer. Boardmember Barney Bray made a motion, seconded by Boardmember Leon Williams, nominating Dick Amis for Secretary/Treasurer. Mr. Amis was elected to the position of Secretary/Treasurer on a unanimous vote. President Fendley stated that the next item on the agenda was approval of the minutes from the previous meeting of the Paris Economic Development Corporation. He asked if there were any corrections or additions to the minutes of the previous meeting and there were none. President Fendley stated since there were no corrections or additions to these minutes they stood approved as presented. President Fendley asked Mr. Gene Anderson, Director of Finance, to give the financial report. Mr. Anderson gave the May report. Mr. Fendley called for questions and there were none. Boardmember Michael Rhodes made a motion, seconded by Boarchneraber Barney Bray that the report be approved as presented. The motion carried unanimously. President Fendley stated that there would not be a President's Report given at this time. President Fendley asked Mr. Vest to make his report. Mr. Vest advised that due to advertising they had received nineteen responses since the last meeting. He discussed some information he had received in connection with the court case of the Amarillo Economic Development Corporation. President Fendley asked the City Engineer to give his report at this time. City Engineer stated that the BITCO Project was complete at this time, and the company is occupying the building. He discussed the total costs involved in the project for the completed building and site which was $813,712.76. President Fendley called for questions and there were none. Mr. Fendley commended the City Engineer and staff for the time devoted to the project which was completed in a timely fashion. President Fendley stated the next item on the agenda was consideration of establishing a regular monthly meeting date and time for the coming year. 258 City Attorney T. K. Haynes stated that the Boardmerabers had been provided with a copy of the schedule for the coming year and he read the resolution. Mr. Fendley called for questions and there were none. Resolution No. 96-008, setting the monthly meetings of the Paris Economic Development Corporation for the coming year. Boardmember Leon Williams made a motion, seconded by Boardmember Barney Bray that this resolution be adopted, and the Board voted unanimously to adopt the resolution . PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 96--008 WHEREAS, in keeping with Section 5.02 of the Bylaws of the Paris Economic Development Corporation, the President is obligated to, at the beginning of his term, set the regular meeting dates and times for the upcoming year; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the monthly meetings of the Paris Economic Development Corporation be, and they are hereby, set for 4:00 o'clock p.m. on the following dates: August 14, 1996, September 11, 1996, October 16, 1996, November 13, 1996, December 11, 1996, January 15, 1997, February 12, 1997, March 12, 1997, April 16, 1997, May 14, 1997, June 11, 1997, and July 23, 1997. PASSED AND ADOPTED this 24th day of July, 1996. Cures Fendley, President ATTEST: Richard M. Amis, Secretary-Treasurer APPROVED AS TO FORM: T. K. Haynes, City Attorney 259 President Fendley stated the next item on the agenda was in connection with the bylaws. He said that in forming a new organization occasionally it is necessary to look at the bylaws and address items which may need to be amended. He asked Mr. Philip Cecil to address the next agenda item. Mr. Cecil stated that he had requested that this item be placed on the agenda for consideration by the Board. He said Section 4.13 of the Bylaws relates to the ability of the corporation to deal with vendors. He said in the Bylaws that the Board is required to contract for services such as construction, financial, etc., with the City of Paris. He said this was not a reflection on the City Staff and their ability. He said he felt that the Board should consider changing this section of the Bylaws in order to allow the board more flexibility. He said he was suggesting that Section 4.13 be modified to allow the Board to deal with other vendors besides the City of Paris should it be to the Board's advantage in accomplishing its goals. Mr. Cecil said this amendment would give the Board the flexibility to deal with vendors other than the City of Paris, which he felt was needed from the standpoint of giving the Board the flexibility required in connection with timing, or with a fixed price contract which would possibly be more advantageous. President Fendley called for discussion from members of the Board concerning this item. Boardmember Rhodes questioned the need for the requested change in the Bylaws when considering Mr. Cecil's statement that eluded to the balance that was so necessary in the operation of this Corporation, and Mayor Clifford's previous statement that there were a number of Economic Development Corporations that have had problems in the past. Mr. Rhodes said he had looked at the BITCO Project and it appeared that the City had done an excellent job. He said that he hated to see the balance destroyed that the Board has accomplished before there were more definitive reasons to make changes to the Bylaws. He said he felt that the the Board was relatively new and that a partnership spirit of cooperation must prevail. City Manager Michael E. Malone stated that in terms of any project that might arise in the future, that the Board could make a request at that time. Mr. Malone advised that the City Council is responsible for the expenditure of these tax funds and the Board is appointed by the City Council. He said that he felt that the present Board was a very responsible Board, but we don't know what the future might bring with different individuals serving on the Board. He said there needs to be accountability for expenditures of the tax funds. Mayor Eric Clifford stated that the Board is dealing with large sums of money, and he felt very comfortable with the City's involvement as is stated in the bylaws. He stated that he felt sure that the City Council would not deny any reasonable request that the Board brought before them. President Fendley asked the City Attorney T.K. Haynes to interpret this section in the Bylaws. Mr. Haynes stated that if there was a project that the City did not have time to perform then the City would procure the appropriate company or individual to handle the project. 260 After further discussion among the Boardmembers concerning the · amendment to the Bylaws, Boardmember Michael Rhodes made a motion, seconded by Boardmember Barney Bray to table the agenda item requesting the City Council of the City of Paris to approve an amendment to Section 4.13 of the Bylaws of the Paris Economic Development Corporation. The motion carried unanimously. President Fendley asked if there was any other business and there being none he declared the board meeting adjourned. PRESIDENT CURTIS FENDLEY ATTEST: ASSISTANT CITY CLERK, BARBARA DENNY PARIS ECONOMIC DEVELOI'MENT CORPORATION RESOLUTION NO. 96-009 WHEREAS, the Paris Economic Development Coporation has received a request from Bits International Company, dba Bitco, to guarantee a $25,000.00 line of credit from Peoples National Bank, and it is deemed appropriate that such request be granted; and, WHEREAS, the form or such guaranty, attached hereto as Exhibit A, should, in all things, be approved, and the President of the Paris Economic Development Corporation, Curtis Fcndlcy, should be authorized to execute the same; and, WHEREAS, in the interest of time, it further deemed appropriate that this resolution granting approval of such request be executed in accordance with Section 5.06 of the Bylaws of the Paris Economic Development Corporation; NOW, TIIEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the Paris Economic Development Corporation shall guarantee the payment and performance of a $25,000.00 line of credit extended to Bits International Company, dba Bitco, by Peoples National Bank, a national banking association, under those terms and conditions shown in Exhibit A, attached hereto; and, BE IT FURTHER RESOLVED, Curtis Fendley, President of the Paris Economic Developmcut Corporation, be, and he is hereby, authorized and directed to execute, on behalf of the Paris Economlc Development Corporation, the Guaranty to Peoples National Bank guaranteeing a $25,000.00 line of credit extended to Bits International Compauy. dba Bitco, under the terms and conditions and in the form shown in Exhibit A, attached hereto; and, 261 BE IT FURTHER RESOLVED, that Curtis Fendley, President of the Paris Economic Development Corporation, be, and he is hereby, authorized and empowered to do, or cause to be done, all such. acts or things and to sign and deliver, or cause to be signed and delivered, all such documents, instruments and certifications, including, but not limited to, any and all notices and certificates required, or permitted to be given or made to Peoples National Bank, under the terms of any of the instruments executed on behalf of the Paris Economic Development Corporation in connection with the Guaranty attached hereto as Exhibit A, in the name and on behalf of the Paris Economic Development Corporation, or otherwise, as he may, in his discretion, deem necessary, advisable or appropriate to effectuate or carry out the purposes and intents of this Resolution and to perform the obligations under all instruments and agreements executed on behalf of the Paris Economic Dcvclopmcut Corporation in connection with the Guaranty attached hereto as Exhibit A; and, BE IT FURTHER RESOLVED, that the execution of any documents authorized by this Resolution or any documents executed in the accomplishment of any action or actions so authorized be, and the same is hereby, or shall become upon delivery, the enforceable and binding act and obligation of the Paris Economic Development Corporation; and, BE IT FURTHER RESOLVED, that any and all acts, transactions or agreements undertaken prior to the adoption of this Resolution by any of the officers or representatives of the Paris Economic Development Corporation, in its name and for its account, with Peoples National Bank~ in connection with the foregoing matters, be, and the same are hereby, ratified, confirmed and adopted; and, BE IT FURTHER RESOLVED, that Richard M. Amis, Secretary-Treasurer of the Paris Economic Development Corporation, be, and he is hereby, authorized and directed to promptly notify Peoples National Bank, in writing, of any ameudments to this Resolution; aud, BE IT FURTHER RESOLVED, that Richard M. Amis, Secrelary-Treasurer of the Paris Economic Development Corporation, be, and he is hereby, authorized and directed to deliver a certified copy of this Resolution lo Peoples National Bank; and, BE IT FURTHER RESOLVED, that this resolution be executed in accordance with Section 5.06 of the Bylaws of the Paris Economic Development Corporation. PASSED AND ADOPTED this 26th day of July, 1996. Curtis Fendley, President Barney Bray, III, Vice President Richard M. Amis, Secretary-Treasurer Leon Williams, 'Director Michael Rhodes, Director 262 ATTEST: Richard M. Amis, Secretary-Treasurer APPROVED AS TO FORM: T. K. Haynes, City Attorney