Loading...
1998-113-RES WHEREAS, PARIS ECONOMIC DEVELOPMENT CORPORATION (PEDC) DID HERETOFORE RESOLUTION NO. 98-113 WHEREAS, the Paris Economic Development Corporation (PEDC) did heretofore, on the 10th day of July, 1998, in Resolution No. 98-0 10, authorize the process of borrowing approximately $4,000,000.00 from local lending institutions; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 13th day of July, 1998, by Resolution No. 98-101, approve said PEDC Resolution No. 98-0 10 and did further approve the project and the commitment letter between PEDC and Paris Packaging, Inc., and did authorize and direct the officers and employees of the City of Paris to do any and all things necessary in order to accomplish the execution of the loan; and, WHEREAS, the PEDC did heretofore, on the 13th day of July, 1998, in Resolution No. 98- 011, authorize the loan of $4,000,000.00 to Paris Packaging, Inc.; and, WHEREAS, it is deemed appropriate that the City of Paris certify to the facts regarding this project to the best of its knowledge by General Certificate in the form attached hereto as Exhibit A, and the Mayor should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS; that the Mayor of the City of Paris, Charles H. Neeley, be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the General Certificate in the form of Exhibit A, attached hereto. PASSED AND ADOPTED this 10th day of August, 1998. A TTES1: ~~~~\lN~_~MJ Mattie Cunningham, City Clerk APPROVED AS TO FORM: s~kCu Scott P. Foster, City Attorney GENERAL CERTIFICATE THE STATE OF TEXAS COUNTY OF LAMAR CITY OF PARIS 9 ~ g We, the undersigned Mayor and City Secretary of the City of Paris, Texas (the "Unit"), hereby certify as follows: 1. This Certificate is executed with reference to the loan dated July 15, 1998 in the principal amount of $4,000,000 from Liberty National Bank ("Loan"). 2. The Unit is a municipal corporation operating and existing under the Constitution and laws of the State of Texas. The combined rate of all sales and use taxes imposed by the Unit did not exceed 7.25% on May 1, 1993, the date of the election authorizing the sales and use tax (the "sales tax") authorized by the Development Corporation Act of1979, Article 5190.6, Section 4A, Vernon's Texas Civil Statutes, as amended (the "Act"). 3. Paris Economic Development Corporation (the "Issuer") was created and authorized to act on behalf of the Unit, and the Articles of Incorporation and the Bylaws of the Issuer were approved by the Unit on .1111 y 1 L, 1993. Any amendments thereto have been approved by the Unit. The current members of the Board of Directors of the Issuer were approved by the Unit, and we certify to the incumbency of such Directors and that no litigation is pending or threatened in any way contesting the titles or authority of the current officers of the Unit, and that the following persons are the duly qualified members and officers of the Board of Directors of the Issuer: II Curtis Fendley, President Barney Bray, III, Vice President Richard M. Amis, Secretary-Treasurer Leon Williams Michael R. Rhodes 4. On June 29, 1998, and at all times thereafter, except as noted below, the following persons have duly constituted the officers of the Unit: Charles H. Neely Mattie Cunningham Scott P . Foster Mayor City Clerk City Attorney 5. The Unit, by written resolution adopted on July 13, 1998, attached hereto as Exhibit A, has specifically approved the 'Loan, solely and specifically for the purpose of satisfying the requirements of Section 25(0 of the Act, and such resolution has not been amended, annulled, rescinded, or revoked except as stated therein and remain in full force and effect on the date hereof. . EXHIBIT A ~ 6. The Unit has approved all programs and expenditures of the Issuer, including those in connection with the Loan and the transactions contemplated thereby, and the sales tax voted on May 1, 1993 is still in full force and effect, and that in all matters relating to ordering, giving notice, and holding the election at which the sales tax was authorized, the Unit complied with the Federal Voting Rights Act of 1975, and the applicable parts of the Texas Election Code, including particularly Section 1.08 of the Texas Election Code pertaining to bilingual requirements. 7. No litigation is pending against the Unit or, to the best of my knowledge, threatened against the Unit: (i) to restrain or enjoin the Loan; or (ii) in any way contesting (a) the right and power of the Unit in connection with any action taken by it towards the creation of the Issuer or the Loan or (b) the titles of the current officers ofthe Unit to their respective offices. 8. That no litigation has been filed, or is pending, or threatened against the City, the Corporation or the Corporation's Board of Directors with respect to the issuance or approval of the Loan, the security thereof, the creation of the Corporation, or the title or authority of the governing body ofthe City, the Corporation or the Corporation's Board of Directors. I' 9. Attached hereto as Exhibit B is a schedule showing historical collections of the City sales tax, together with projected collections of the sales tax, levied for the benefit of the Issuer within the Unit and a debt service schedule for the Loan. 10. That the City has not created any other corporation under Section 4Aof Article 5190.6, V.A.IC.S., and that the combined rate of all sales and use taxes imposed by the City and other political subdivisions of the State of Texas having territory in the City, including the one quarter cent sales tax of Section 4A, Article 5190.6, V.A.T.C.S. does not exceed 2% and that the election to adopt the sale tax on May 1, 1998 was the only sales tax election held by the City for this type of tax under Article 5190.6, V.A.T.C.S., and that the City was a qualified municipality in accordance with Section 321.101 (b) of the Tax Code, as amended, at the time the election was called for the additional sales and use tax that was voted on May 1, 1998. SIGNED AND SEALED this _ day of. August, 1998 City Clerk (SEAL) Mayor S~~ APPROVED AS TO FORM Scott P. Foster City Attorney 7-21-1998 8:39AM FROM CITY (F PARIS 903 785 8519 P.2 " : EXHIBIT A RF..50LUTION NO. 98-101 WHEREAS, the Paris Economic Development Corporation (PEDC) did heretofore, on ' the 29th day of June, 1998, in Resolution No. 98-008, authorize the initiation of the process of issuing approximately $4,000,000.00 in Sales Tax Revenue Bonds, Series t 998; retain Southwest Securities as bond counsel for tlle same; request the City Attorney to procure bond counsel for the same; and, in the alternative, authorize the seeking of financing in a means that best suits the PEDC's needs; and, WHEREAS, tlle City Council of the City of Paris did hererofore. on the 29th day of June, 1998, by motion reflected in the minutes, approve said PEDe Resolution No. 98-008; and, WHEREAS, tlle PEDe did heretofore, on rhe 10th day of July, 1998, in Resolution No. 98~010, passed and adopted in accordance with Section 5.06 of the Bylaws of the PEDe,' authorize the borrowing of $4,000,000.00 from a local financial institution or institutions; authorize the President of the PEDe to execute n loan agreement and any and all docu~ents necessary to finalize the same and bind the PEDC therero. with the forms of all such documents being first approved by the City Attorney, Scott P. Foster; and. pledge its one-quartcr (1/4) cent economic development sales tax to the repayment of said 10<'\11. with said note bearing interest in an amount not to exceed seven percent (7%) per annum and being payable to the financial institution or institutions over a five (5) Y~'lr period based on a twenty (20) year amortization . schedule; and, ,I I WHEREAS, it is deemed appropriate that the City Council approve said Resolution No. 98-010; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that: I. The Resolution adopted by the PEDe on July 10, 1998, including the documents (substantially in the fonn attached hereto as Exhibit A) securing the Sales Tax Loan from Liberty National Bank in the amount of $4,000,000 for U,is project to be used for the purpose of loaning monies to Paris Packaging, Inc., which is hereby approved, will be applied to the purchase of the Precision' Printing Plant, which plant would be closed unless this acquisition is accomplished and that this (lhe "Project") is for the specific purpose of the promotion and encouragement of employment and the public welfare. 2. The City of Paris further approves this Project and finds that the Sales Tax Loa~l of ' $4,000,000 with the proceeds to be loaned to Paris Pac~'lging. Inc. is in ~urtherance of the purpose of Article 5190.6. Section 4A, V.A.T.C.S. for tlle promotion of development and expansion of manufacturing and industrial facilities for the benefit of U'e City of Pans. ,:;' 3. The City of Paris, in addition, approves Lhe Commitment Letter between PEDC and Paris 'Packaging,..Inc. (attached hereto as Exhibit B), and doe~ hereby affirm that the City has, through its control of the PEDe, sufficient power to control this Project and to insu're that Paris Packaging, rnc. will acquire and operate the Project as long a~ the Joan is h ,j I 7-21-1998 8:39AM FROM CITY OF PARIS 903 785 8519 ."' f "','., outstandjng. 4. The officers and employees of the City of Paris are hereby authorized and directed to do any and all things nccesS4'\ry in order to accomplish the execution of the .Ioan. P.3 5. Resolution No. 98-010 of the Paris Economic Development Corporation be, and the same. is hereby, approved. PASSED AND ADOPTED this 13th day of July, 1998. A TIEST: . Mattie Cunningham, City Clerk APPROVED AS TO .-aRM: ~ g~/?<7;ri -. Scott P. Foster, City Attorney ,'.1 ." . ,,It ,II ,: o I I 7-21-1998 8:40AM FROM CITY OF PARIS 903 785 8519 P.4 ./ . / I PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 9S-010 . 'VHEREAS, the P:\ris Economic Development Corporation (PEDC) did heretofore, on the 29th day of June, 1998, in Resolution No. 98-008, authorize the initi:uion of the process of issuing approximately $4,000,000.00 in Sales T:lx Revenue Bonds. Series 1998; remin Southwest Securities as bond counsel for the S:lme; request the City Attorney to procure bond counsel for the s:lme; tlnd. in the alternative. .authorize the seeking of finnncing in :1 means rh3[ best suits the PEDe's needs; ~nd. WlmREAS, the Ciry Council of [he City of Paris did heretofore, on the 29th day of June, 1998, by motion reflected in the minutes. npprove said PEDe Resolution No. 9S-008; and, \VHEREAS, the PEDe deems it to be in its best interest to borrow snid $4.000.000.00 . from n local finnnciaI institution or institutions: nnd, \VHEREAS, said note shall bC3f interest in an amount not to exceed seven percent (7 %) II ,I per annum, and shall be payable to the financial institution or institutions over a five (5) year period based on a twenty (20) year amortiz~tion schedule; and, \VHEREAS, in the interest of time, it is deemed appropriate that this resolution be executed in nccordance with Section 5.06 of the Byla\vs of the Paris Economic .Development Corporation; NOvY, THEREFORE>> BE IT RESOLVED BY THE PAIUS ECONOMIC DEVELOPMENT CORPORA TrON, that the PEDe borrow $4.000,000.00 from tl local financial institution or. institutions; and, BE IT FURTHER RESOLVED, thit the Preside"nt, Curtis Fendley, be, and he is hereby, authorized and directed to execute. on behalf of the PEDe, a loan agreement and any and all documents necessnry to finalize the same and bind the PEDe thereto, with the forms of all such documents being first approved by the Ciry Attorney. Scott P. Foster; :md, . . BE IT FURTI-ffiR RESOLVED, that the PEDe does hereby pledge its one-quarter (1/4) cent economic development s:lles tax to the repayment of said loan: nnd, nE IT FURTHER RESOLVED, that said note shall bear interest in an amount not to . exceed seven percem (7%) per annum, and shall be payable to the financial institution or institutions over a five (5) year period based on n twenty (20) yenr amortization schedule; and, '.BE IT FURTHER RESOLVED, that this Resolution be executed in nccord:mce with . ~ I Section 5.06 of the Bylaws of the Paris Economic Development Corporation. 'I . j I E.XHIBIT A 7-21-1998 8:40AM FROM CITY OF PARIS 903 785 8519 P.5 I PASSED AND ADOPTED this 10th day of July , B3rncy Bray, III, Vice-President t / ~ Rie ~rd M. Amis, Secretary~Trensurer L~on Williams, Director I ~ ' I Michael R. Rllodes, Director A ITEST: .,- . I Ri ard M, Amis, Secretary-Treasurer ~ APPROVED AS TO FOR1'v[: . Scott P. Foster, City Attorney . l~~' " , ,I' ".y' . I~ . i I 7-21-1998 8:41AM FROM CITY OF PARIS 903 785 8519 . It P.6 . .... Paris Economic Development Corporation July 9, 1998 , Mr. Eldon Fulgham and Mr. David I-Iickcrson Paris Pack()ging, Inc. 800 West Center Sf:ree~ Paris, T cxns 75460 Delivered via facsimile: 800..527-3909 pear Mr. Fulgham and '~r. I-lickcrson: Ii This document is to confirm to you the commilment of the Paris Economic Development Corporation (PEDq to loan Paris Packaging, Inc. $4,000,000.00 for the acquisi~on of the Precision Printing & Packaging, Inc. facility here in Paris, Texas. As you can see from the .aUached PEDC Resolution, PEDC has authorized the issuance of this debt through a local bank C'onsortiuin to assist Paris Packaging, Inc. All loan documcnl:s arc being prepared as soon as possible by J. D. McLaughlin of McLaughlin, I~Iutchison & I-Iunt. The terms and conditio~ of the note will be detailed in the loan documents. A summary of those conditions arc a $4,000,000.00 loan a~ 4l 7% interest rate ptlid on a 20 year amornzution with a bnlIoon or malurity at five years. I' wi' USinCerelr r?urs, . . --.'::l. , Curtis Fendley President , " .:','t ,iI' . . , . .' 'Ii EXHIBIT B " j 1651 Cl:uksvillc Street. P:tris, TCX:lS 75460 (903) 784-2501 . I-HOO~P^RIS, TX ,. fa:< (903) 78~.2503 . ' 7-21-1998 8:41AM FROM CITY CF PARIS 903 785 8519 I ... PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUI10N NO. ~ WHEREAS, the Paris Economic Development Corporation (PEDe) did heretofore, on the 29th day of June, 1998, in Resolution No. 98-008, authorize the initiation of the process of issuing approximately $4,000,000.00 in Sales Tax Revenue Bonds, Series 1998; retain Southwest Securities as bond counsel for the same; request the City Atromey (0 procure bond ,counsel for the same; and, in the alternative, authorize the seeking of financing in a means that best suits the PEDe's needs; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 29th day of June, 1998, by motion reflected in the minutes, approve said PEDe Resolution No. 98-008; and, , ~, WHEREAS, the PEDC deems it to be in its best interest to borrow said $4,000,009.00 from a local financial institution or institutions; and, WHEREAS, said note shall bear interest in an amount not to exceed seven percent (7 % ) per annum, and shall be payable to the financial institution or institutions over a five (5) year period based on a twenty (20) year amortization schedule; and, WHEREAS, in the interest of time, it is deemed appropriate that this resolution be executed in accordance with. Section 5.06 of the Bylaws of the Paris Economic Development Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the PEDe borrow $4,000,000.00 from a local financial institution or institutions; and, BE IT FUR'IHER RESOLVED, that the President, Curtis Fendley, be, and he is hereby, authorized and directed to execute, on behalf of the PEDC, a loan agreement and any and all documents necessary to finalize the same and bind the PEDe thereto, with the forms of all such . documents being first approved by the City Attomey~ Scott P. Foster; and, BE IT FURmER RESOLVED, that the PEDe does hereby pledge its one-quarter (1/4) cent economic development sales tax to the repayment of said loan; and, BE IT FURTHER RESOLVED, that said Dote shall bear interest in an amount not to exceed seven percent (1 %) per annum, and shall be payabl~ to the financial institution or institutions over a five (5) year period based on a twenty (20) year amortization schedule; and, 'BE IT FUR:TBER RESOLVED, that this ,Resolution be executed in accordance with Section 5.06 of'the Bylaws of the Paris Economic Development Corporation. P.7' j ,I 'I ! 7-21-1998 8:d2AM J · FROM CITY OF PARIS 903 785 8519 P.8 ,PASSED AND ADOmn this 10th day of July A TrEST: LC' rd M. Amis, Secretary- Treasurer APPROVED AS TO FORM: ~. ,Scott P. Foster, City Attorney I, ,: " .' j I 7-21-1998 8:42AM FROM CITY (f' PARIS 903 785 8519 P.9 PARIS ECONOMIC DEVELOPMENT CORPORATION RFSOLUTION NO. J8:01L . WHEREAS, the Paris Economic Development Corporation (PEDe) did heretofore, on the 10th day of July, 1998, in Resolution No. 98-010, authorize the process of borrowing approximately $4,000,000.00 from local lending institutions; and WHEREAS, the City Council of the City of Paris did heretofore, On the 13th day of July, 1998, by Resolution, approve said PEDe Resolution No. 98-0 I 0; and, WHEREAS. the Resolution adopted by the PEDC on July to, 1998, including the documents (substantially in the form attached hereto as Exhibit A) securing tile Sales Tax Loan from Liberty National Bank in the amount of $4,000,000 for this project to be used for the purpose of loaning monies to Paris Packaging, Inc., which is hereby approved, will be applied to the purchase of the Precision Printing Plant, which plant would be closed unless this acquisition is accomplished and that this (the I/Project~) is for the specific purpose of the promotion and encouragement of employment and the public welfare. ,i WHEREAS, the City of Paris further approves this Project and finds that the Sales Tax Loan of $4,000,000 with the proceeds to be loaned to Paris Packaging, Inc. is in furtherance of the purpose of Artjcle 5190.6, Section 4A, V.A.T.C.S. for the promorion of development and expansion of manufacturing and industrial facilities for the benefit of the City of Paris. WHEREAS, in the interest of time, it is deemed appropriate that this resolution be executed in accordance with Section 5.06 of the Bylaws of the Paris Economic Development Corporation; NOW, mERE}'ORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION, that the PEDe lend $4,000,000.00 to Paris Packaging, Inc.; and, BE IT ~"URmER RESOLVED, tllat tl1e President, Curtis Fendley, be, and he is hereby, authorized and directed to execute, on behalf of the PEDC, a loan contract and any and all documents necessary to finalize the Same and bind the PEDe thereto, in the form attached hereto as Exhibit II A. and incorporated h~rein; and BE IT ."URnIER RESOLVED, that said note shall bear interest in an amount not to exceed seven percent (7%) per annum, and shall be payable to the financial institution or institutions over a five (5) yea(period based on a twenty (20) year amortization schedule; and, BE IT FURmER RESOLVED, that this Resolution be executed in accordance with Section 5.06 of the' Bylaws of the Paris &onomic pevelopment ,Corporation. 7-21-1998 8:42AM FROM CITY OF PARIS 903 785 8519 P.10 , . PASSED AND ADOPTED this 13th day of Jul , 1998. ~L~ Ri ar M. Amis, Secretary-Treasurer ~J Leon Williams" irector (I}(t~ Michael R. Rhodes, Director ,I I A TIEST: d M. Amis, Secretary~Treasurer Scott P. Foster, City Attorney .' , EXHIBIT B Historical City Sales Tax Collections by Month: ,I ANNUAL DEBT SERVICE REQUIREMENTS FOR THE Loan "