2003-07-09-PEDC
MINUTES OF THE SPECIAL MEETING OF THE PARIS ECONOMIC
DEVELOPMENT CORPORATION
July 9, 2003
The Paris Economic Development Corporation met in special session on
Wednesday, July 9, 2003, 4:00 P.M., at Paris Junior College, Applied
Technology Building, Room 1208, 2400 Clarksville Street. President Don Wall
called the meeting to order with the following Directors present: Rodney Bass
and Sims Norment. Also present was Executive Director Gary Vest, Ex-officio
Member Bobby Walters, City Manager Michael E. Malone, City Attorney Larry
W. Schenk, and City Clerk Mattie Cunningham.
President Wall introduced Dr. Pam Anglin, the new President of Paris Junior
College.
President Wall announced that the purpose of the special meeting was
consideration of and action on a resolution approving and authorizing the
execution of an amended development contract with Paris Packaging, Inc., and
asked City Attorney Schenk to read the resolution.
Resolution No. 2003-011, approving and authorizing the execution of an
amended development contract with Paris Packaging, Inc., removing the
requirement for a personal guarantor on the promissory note associated
therewith; making other findings and provisions related to the subject, was
presented.
A motion was made by Director Bass, seconded by Director Norment for
approval of the resolution. The motion carried 3 ayes, 0 nays.
PARIS ECONOMIC DEVELOPMENT CORPORATION
RESOLUTION NO. 2003-011
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS
ECONOMIC DEVELOPMENT CORPORATION, APPROVING AND
AUTHORIZING THE EXECUTION OF AN AMENDED DEVELOPMENT
CONTRACT WITH PARIS PACKAGING, INC., REMOVING THE
REQUIREMENT FOR A PERSONAL GUARANTOR ON THE
PROMISSORY NOTE AssOCIATED THEREWITH; MAKING OTHER
FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Paris Economic Development Corporation and Paris Packaging, Inc., a
Texas Corporation, have previously entered into a Development Contract dated July 15, 1998,
containing certain representations and promises associated with the loan of $4,000,000.00 in funds
from PEDC to Paris Packaging, Inc. to carry on a manufacturing operation in the city of Paris,
Texas; and,
WHEREAS, the aforesaid original note securing the loan of said $4,000,000.00 between
Paris Packaging, Inc. and PEDC is scheduled to mature on July 15, 2003, the same date that the
obligations of Paris Packaging, Inc. under the original Development Contract would expire; and,
WHEREAS, Paris Packaging, Inc. has requested a renewal and extension of the existing
note such that said note in the remaining principal amount of $3,392,165.54 would be extended
beginning July 15, 2003, for an additional one hundred sixty-five (165) monthly payments in the
amount of $32,000.00 each, with the final monthly payment of the unpaid balance being due and
payable on April 15, 2017; and,
WHEREAS, the City Council of the City of Paris did heretofore, on the 14th day of April,
2003, in Resolution No. 2003-072, approve proposed PEDC Resolution No. 2003-003 authorizing
the renewal and extension of the current Promissory Note and First Addendum to Security
Agreement from Paris Packaging, Inc. to extend the term of said Note and said Security
Agreement co-extensive with the term of the PEDC Taxable Sales Tax Revenue Bonds, Series
1998; and,
WHEREAS, the Paris Economic Development Corporation did heretofore, on the 16th
day of April, 2003, adopt said PEDC Resolution No. 2003-003; and,
WHEREAS, the Paris Economic Development Corporation did heretofore, on the 16th
day of April, 2003, adopt Resolution No. 2003-004, amending the Development Contract with
Paris Packaging, Inc., extending the terms and conditions of the original Development Contract
dated July 15, 1998; and,
- WHEREAS, said Development Contract provides that said Promissory Note shall become
a personal liability of David C. Hickerson, President of Paris Packaging, Inc., in the event of
default thereof; and,
WHEREAS, the Paris Economic Development Corporation finds that Paris Packaging,
Inc. is satisfactorily financially sound to the extent that it is no longer deemed necessary for Mr.
Hickerson to be a personal guarantor on such Promissory Note and it is deemed appropriate that
said Development Contract be amended to remove such provision; and,
WHEREAS, the form of the amended Development Contract, attached hereto as Exhibit
A, should in all things be approved, and the President of the. Board of Directors should be
authorized to execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT
CORPORATION:
Section 1. That the findings set out in the preamble to this resolution are hereby in all
things approved.
Section 2. That the President of the Paris Economic Development Corporation be, and he
is hereby, authorized and directed to execute, on behalf of the Paris Economic Development
Corporation, that certain amended Development Contract by and between Paris Packaging, Inc.
and the Paris Economic Development Corporation, a copy of which is attached hereto as Exhibit
A and for all purposes incorporated herein.
Section 3. That this resolution shall be effective from and after its date of passage.
PASSED AND ADOPTED this 9th day of July, 2003.
Don Wall, President
ATTEST:
Richard Severson, Secretary-Treasurer
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR )
DEVELOPMENT CONTRACT
WHEREAS, Paris Economic Development Corporation, hereinafter called "PEDC," and
Paris Packaging, Inc., a Texas Corporation, have previously entered into a Development Contract
dated July 15, 1998, containing certain representations and promises associated with the loan of
$4,000,000.00 in funds from PEDC to Paris Packaging, Inc. to carry on a manufacturing
operation in the city of Paris, Texas; and,
WHEREAS, the aforesaid original note securing the loan of said $4,000,000.00 between
Paris Packaging, Inc. and PEDC is scheduled to mature on July 15, 2003, the same date that the
obligations of Paris Packaging, Inc. under the original Development Contract would expire; and,.
WHEREAS, Paris Packaging, Inc. has requested a renewal and extension.of the existing
note such that said note in the remaining principal amount of $3,392,165.54 would be extended
beginning July 15, 2003, for an additional one hundred sixty-five (165) monthly payments in the
amount of $32,000.00 each, with the final monthly payment of the unpaid balance being due and
payable on April 15, 2017; and,
WHEREAS, in consideration of the acceptance of said renewed and extended note, Paris
Packaging, Inc. is prepared to enter into an extended Development Contract on the terms and
conditions as set out herein; NOW, THEREFORE,
FOR AND IN CONSIDERATION OF THESE PREMISES, Paris Packaging, Inc. and
PEDC agree as follows:
1. That, for the term of this Contract, the same being for an additional one hundred sixty-five
(165) months, beginning July 15, 2003, and ending on April 15, 2017, Paris Packaging,
Inc. shall operate a business located in Paris, Texas, with a manufacturing facility located
at 800 W. Center Street, Paris, Texas, and shall at that location operate said business as
a printing, folding carton, and packaging manufacturing facility and/or related
manufacturing facility.
2. That Paris Packaging, Inc. agrees to keep employed at the manufacturing facility located
in Paris, Texas, at least one hundred sixty (160) employees for the term of this contact,
said employment level to be verified by furnishing PEDC a copy of the employer's
quarterly employee report furnished to the Texas Workforce Commission.
3. That Paris Packaging, Inc. shall keep the assets purchased insured against, fire and the
elements in an amount of at least $12,000,000.00, or in an amount equal to the most
current appraised value of the property for taxation purposes as said value shall be
EXHIBIT A
established by the Lamar County Appraisal District, whichever amount shall be greater,
with a loss payable to PEDC as its interest may appear.
4. That venue on any controversy arising under this agreement or with regard to the aforesaid
note shall lie exclusively in Lamar County, Texas, and shall be subject to and resolved in
accordance with the laws of the State of Texas, and in the event of enforcement of said
note by the payee, the maker shall be liable for reasonable attorney's fees incurred by the
holder for enforcement thereof.
DATED this 9th day of July, 2003.
PARIS ECONOMIC DEVELOPMENT
CORPORATION, INC.
By:
Don Wall, President
ATTEST:
Richard Severson, Secretary-Treasurer
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
PARIS PACKAGING, INC.
By:
David D. Hickerson, President
ATTEST:
Secretary
There being no further business, a motion was made by Director Norment,
seconded by Director Bass, to adjourn the meeting. The motion carried 3
ayes, 0 nays.
DON WALL, PRESIDENT
ATTEST:
MATTIE CUNNINGHAM, CITY CLERK