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2003-08-20-PEDC MINUTES OF THE REGULAR MEETING OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION August 20, 2003 The Paris Economic. Development Corporation met in regular session on Wednesday, AUgust 20, 2003, 4:00 P.M., at Paris Junior College, Bobby R. Walters Applied Technology Building, Room 1206, 2400 Clarksville Street. President Mike Dunn called the. meeting to order with the following Directors present: Dick Severson, Sims Norment, and Rodney Bass. Also present were Executive Director Gary Vest, Ex-officio Member Bobby Waiters, Pam Anglin, City Manager Michael E. Malone, City Attorney Larry W. Schenk, and City Clerk Mattie Cunningham. Vice President Dunn called for the appi-oval of the minutes from the previous meetings of July 9, and July 23, 2003. A motion was made by Director Bass, seconded by Director Severson, for approval of the minutes as presented. The motion carried unanimously. Vice President Dunn called for the finance report. City Manager Malone advised that/he Director of Finance, Gene Anderson, was not able to attend the meeting and he passed out the financial reports. City Manager Malone said that the Cash & Investments on hand as of July 1, 2003, totaled $375,877.62; the Debt Reserve and Debt I&S Cash & Investments on hand on July 1, 2003, totaled $936,244.47, for a grand total of $1,312,222.09. City Manager Malone pointed out that. the Sales Tax totaled $76,369.23. He called lhe Board's attention to the Cash & Investments On Hand as of July 31, 2003, which was $1,396,306.96 with the Debt Reserve & Debt I&S Cash & Investments On Hand as of July 31,. 2003, of $936,451.51 for a total of $2,332,758.47. A motion was made by Director Severson, seconded, by Director Bass, for approval of the financial report. The motion carried unanimously. Vice President Dunn called for the Director's report. Gary Vest advised that they were still working on the Greenball Corporation, 14 which is a distribution center that they were looking at Chris Ty, who is the Chairman of the Board for Twan, was supposed to be here this month but had to cancel. He said they were looking at the Paris Industrial Park to build, so it is still a live project. Mr. Vest said they were trying to reschedule Mr. Ty to come the month of September. Mr. Vest said they had a company that just dropped in on them, they will not tell who they are, but they make concrete products. He said they were working with them trying to help them find a site to locate their plant. There would be about 20 employees. They would need approximately 5 to 20 acres. Mr. Vest said they are still working with several companies, such as Ctech, who want to build in the Industrial Park. Mr. Coney is trying to decide which site he wants and he. has committed to that. He advised that they had two local companies working to purchase property in the Industrial Park. Mr. Vest said the Oliver Rubber Plant is still alive with Jackson Products. They are still talking and are trying to get the price down. He feels that the bottom line is that PEDC might have to get involved and help close that deal. Mr. Vest advised that this isa sister company of Flex-O-Lite and they would be supplying the Jackson Company with raw material. They were making the reflective tape that is used on highway construction. Director Bass asked if the PEDC was to chip in some money, would there be an agreement. Mr. Vest said there would certainly be an agreement. Mr. Vest informed the.Board that they have hired Reeves Hayter to design Hearne Street and he is just about finished with it. Mr. Hayter feels he will be finished with the plans and ready to go out for bids in the next two weeks. Mr. Vest said they plan, as soon as he is through with the plans, to put it out for bids and see what kind 6f'contract they can get on the. street. Mr. Vest and Eric met with Steve Matney with Special Products. Mr. Vest advised that he has an office in Paris and he is trying to move their production here, which would be 20 plus employees. They have worked with Steve along with the CEO of the company several times. It is a small operation, but it would be good to have those jobs. He is looking at temporary facilities where he can operate and maybe build in the Industrial Park in a year or two. Mr. Vest advised that they make audio microphones and their largest product at this time is a waterproof microphone. Mr. Vest advised the Board that on September 24th through the 26th they will be going to the TED. C meeting and he had furnished copies of the agenda to the Board. This is their annual meeting where they have full-blown programs and speakers. He invited the Board members to attend .if they would like to attend. Mr. Vest said that he and Vice President Dunn had talked about the PEDC Board visiting Campbell Soup and touring their facilities and to see if they could set something up in the near future. Mr. Vest said they were working with Campbell Soup with an expansion. Mr. Vest advised that they do have the plans for the Industrial Park and he had spent a large part of .today with the engineers. Don Wall, Barney Bray, and Shawn Napier were all involved in that meeting. Mr. Vest said everything is moving really good on Ctech and they have received a certification from one of their executives. He reported that Erik goes out there pretty regularly to check on them to see what is going on. Mr. Vest told the Board that the Northeast Texas Economic Development District throujh the Ark-Tex COG tries to help communities get economic development. They have a CDC Development Corporation along with a loan pool and Mr. Malone has served on the Loan Board. The County Judge has asked the PEDC to .appoint four people from Paris to that Board. He got. with the Judge and also talked with Jerry Sparks with the Council of Governments and the four appoint, ments that the County Judge is going to make are Gary Vest, Lindsey Johnson, the new Main Street Director, Richard Manning, who was on the City Council and is staying involved in local activities, and Kenneth Webb with Paris Junior College. At this time, the Board Members reviewed the Plans and Specifications for the Paris Industrial Park. Resolution No. 203-013, resolving, that the Board of Directors of the Paris Economic Development Corporation approving the Plans and Specifications pending the changes as specified by the City Engineer for the Paris Business Park; authorizing the advertisement for bids and said construction, was presented. A motion was made by Director Bass, seconded by D!rector Severson, for approval of the resolution. The motion carried unanimously. 16 PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2003-013 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION APPROVING THE PLANS AND SPECIFICATIONS FOR THE PARIS BUSINESS PARK; AUTHORIZING THE ADVERTISEMENT FOR BIDS FOR SAID CONSTRUCTION; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Board of Directors of the Paris Economic Development Corporation (PEDC) did heretofore, on the 20th day of November, 2002, in Resolution No. 2002-007, accept the revised proposal of Graeber, Simons & Cowan for master planning services related to a business park in Paris; and, WHEREAS, the Board of Directors of the PEDC did heretofore, on the 16th day of March, 2003, in Resolution No. 2003-005, accept a proposal from Adams Consulting Engineers, Inc. for such engineering services; and, WHEREAS, Adams Consulting Engineers has prepared the plans and specifications for the Paris Business Park, and has presented the same tbr approval; and, WHEREAS, it is deemed appropriate that such plans and specifications be approved and that such project be advertised for bids; 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 approve, d. Section 2. That the plans and specifications for the Paris Business Park be, and the same are hereby, approved. Section 3. That such construction project be advertised for bids and that such bids be tabulated and presented to the Board of Directors of the Paris Economic Development Corporation for the purpose of letting such bid. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 20th day of August, 2003. Don Wall, President ATTEST: Richard Severson, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney 18 Vice President Dunn called for consideration of and possible dkection to staff regarding the following: A. Development Covenants for the Paris Business Park. B. Bylaws for the Paris Business Park Property Owners' Association. C. Structure of the Paris Business Park Property Owners' Association. Mr. Vest said the Board had discussed the Covenants several months ago and at that time City Attorney Schenk had made several recommendations for changes to the Covenants. He said they made all the changes that the City Attorney Schenk had presented. The only thing that is still up in the air about these covenants is, do they want to have this just as a property owner's association, or do they want to incorporate and make it a nonprofit corporation. Mr. Vest. said there are pros and .cons either way and he was looking for directions from the Board. City Attorney Schenk said he was more familiar with the Homeowners' Association, which is very similar. He said most of those are incorporated as a nonprofit corporation, primarily, for the purpose of liability protection, and it is not all that expensive in that form. The draft bylaws are in a form that you can convert into a corporation. He said all that would be needed is a set of articles. City Attorney Schenk discussed corporations and associations and stated that he did not know much about the tax implications and whether to incorporate as a nonprofit or not. He said the nonprofit status as a corporate entity would support protection from liability. He said, whether that was an important factor or not, this entity itself is a corporation, but ultimately all the lots are supposed to be sold or used. He said it seems if it was an incorporated entity, it might have a little more substance because what you want it to do is, you want it to. iucceed as much as the Industrial Park because that is who will be responsible for maintaining the common areas and streets. Mr. Vest said once all the lots are sold, they will be out of the picture, and the covenants address that. When the property is sold, the Corporation will be in full control. Mr. Vest said he had talked to a person at Adams and they said their experience was one hundred percent with associations. He also talked with Jim Shackerford and his experience was with associations. Mr. Vest said he had checked some of the neighboring cities and they have gone with associations. According to Gary, Mr. Shackerford says when your organization is an association they can always incorporate at any time, and this may be the easiest way to do it. City Attorney Schenk said the only thing he was concerned about was that the ownership of the property needs to be legally recognized in the corporate association. . Mr. Vest said there is one thing which is a loose end and that is the fact that PEDC does not own this property. This property belongs to the Paris Industrial Foundation. The PEDC needs to get with the Paris Industrial Foundation, and the intent all along was that they would ·eventually transfer the.property to the PEDC, but right now they do not own the property. Mr. Vest said before they put out any bids on construction, which should be in two weeks, they are going to have a meeting with the Paris Industrial Foundation and take that action. City Attorney .Schenk said that if you don't own the property, then you cannot place covenants on the property. It was the consensus of the Board to call that group together and get this matter settled. Director Norment stated that he· is .not advocating that they do not need an association or a corporation, but what is going to be the primary purpose of either one of these entities that can't be handled with deed restrictions and zoning. He questioned the purpose of the association or the corporation. Mr. Vest explained that it is because of the common area and the maintenance of it. The City Attorney advised that this is a form of a vehicle of transition of ownership from the PEDC to the owners of the property. They need to create it, keep it up for a while until there are enough lots sold and it is self sustaining, then it shifts to them and becomes their responsibility and the PEDC is out of the picture. Mr. Vest said normally a developer comes in and they will do a residential development. Most of the time they .want to deed the streets back over to the city once it is built. He said he did not think the city is real crazy about having -those, but that normally is the way it goes. He said they have a lot of common area like this retention pond that is going to have to be maintained and these covenants will assure that common area will be taken care of. City Attorney Schenk said if the Board went strictly with.an association they would have to change back some of the language that they currently have in it to make it a .corporation, but it would not be all that difficult. Mr. Vest pointed out that in the Bylaws all the changes were shaded. City Attorney Schenk referred to "Article I - Officers" of. the introductory paragraph, the last sentence where it talks about the Board of Directors shall have full authority to remove from office any officer of the Corporation by the vote of a majority of the members of the entire Association. He suggested restoring the language that he. had before, which was reference to the Board, and to add some additional language about the issue of the membership having rights. to remove, and change the word Association to Board. The City Attorney .said he had language to add at the end that says alternately the members of the Association shall have authority to remove from office any officer of the Corporation, but only in a regular or special called meeting with the membership and only upon a majority vote of the members of the entire Association. City Attorney Schenk discussed another proposed change in "Article II"of the 21 Covenants, Section I, about appointing an arbitrator. He said that where it says no engineer is acceptable to both or if either party is aggrieved by the decision of the engineer then he will go back and put in the language that they had about the American Arbitration Association because adding the cost language at the ends clears the problem that he had with the sentences that they added after that. City Attorney Schenk said the only .other concern he had was a reference in there to community building lots, and he has never found a definition of those. He said the first reference he had was Article VII, Section 1 of the Covenants, and in Article XIII, there is a reference to "a Community Building Lot deed shall contain special provisions for participation in the Association notwithstanding any provision of this declaration to the contrary." City Attorney Schenk said he did not know what community building lots are. Mr. Vest said if it is something that needs to be in there, they need to add it to the definitions. City Attorney Schenk said the remaining items of concern are just minor things that can be fixed and that he may take community lots completely out of the covenants unless they can find some overriding reason why they should be retained. The Board was in agreement with that. There being no further, business, the meeting was adjourned. MIKE DUNN, VICE PRESIDENT ATTEST: MATTIE CUNNINGHAM, CITY CLERK