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2002-12-18-PEDC 839 MINUTES OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION REGULAR MEETING December 18, 2002 The Paris Economic Development Corporation met in regular session on Wednesday, December 18, 2002, 4:00 P.M. at Paris Junior College, Applied Technology Building, Room 1016, 2400 Clarksville Street. President Jay Guest called the meeting to order with the following Directors present: Curtis Fendley, Richard L. Severson, and Don Wall. Also present were ex-officio members Bobby Walters, Mike Graxiola, Executive Director Gary Vest, City Manager Michael E. Malone, City Attorney Larry W. Schenk and City Clerk Mattie Cunningham. President Guest called for approval of the minutes from a previous meeting. A motion was made by Director Severson, seconded by Director Fendley, for approval of the minutes as presented. The motion carried unanimously. President Guest advised the Board Members that Mr. Anderson was not able to attend the meeting, but the financial report had been included in their packet for review. A motion was made by Director Wall, seconded by Director Severson, for approval of the financial report. The motion carried unanimously. President Guest called for the Director's report. Gary Vest, Executive Director of Paris Economic Development Corporation, reported that since the last meeting they have had thirteen inquiries from the advertisement program. There were two referrals from the Texas Department Economic Development, Project "Clean Water" and "Project Carl"; however, Paris was not able to qualify for those projects. Mr. Vest said a feasability study / impact analysis has been ordered for Project "Winter" and that TXU will be paying for the study. Mr. Vest advised that the report will outline all of the reasons why the city would want a company to come here and would explain all of the advantages that the company would bring to the community. It would also tell the company what they could expect in terms of 840 taxes and operating costs. Mr. Vest said that Paris is up against existing facilities in other areas. He said that Project "Winter" had been looking at the LOF building in Sherman: but it looks like that will fall through because there a lot of things needed to be done to that building. It was his understanding that the Sherman Economic Development Corporation was not willing to do everything that is going to have to be done to the building. Mr. Vest said the other buildings being considered by Project "Winter" are in Athens, Georgia, and the PEDC does not know anything about thesites that Athens has to offer. Mr. Vest advised the Board that he had talked to Angle Mendez last Friday who is handling this project for the Texas Department of Economic Development to see what the PEDC could do to enhance their opportunity. He also met with Todd Thompson and went over with him what they could do to enhance the PEDC chances to stay in this project. Mr. Vest said he attended the Texas Association of Business Legislative Conference in Austin, Texas, last week. He said they reviewed a lot of political things that are going to come up in this next session as far as businesses are concerned. Mr. Vest said there were a lot of speakers at this meeting. Mr. Vest said that he also had a meeting in Austin with the TEDC lobbyist. He said there were only six people in the meeting. They talked about the proposed strategy as far as economic development issues that will be coming up in this legislative session. Mr. Vest said learned that the cities of Plano, Addison, Carrollton, and Richardson haxe banded together and hired a full time lobbyist to try and get the sales tax for economic development eliminated. Mr. Vest said that is something they will be looking at during this legislative session. He said what those cities wanted to do is to amend the law to eliminate the economic development sales tax so that, when all debt was retired, the tax would be phased out in each community. Mr. Vest advised that their answer to that agenda is to give the entire 2% sales tax to the cities and let the cities allocate it as they see fit. Mr. Vest told the Board that there is a new lighted billboard going up on Interstate 30 on the west side of Greenville next week and presented a picture of 841 the billboard. He also said there is another one going up about one-half mile down Interstate 30 regarding tourism paid for by the Visitors and Convention Council. Mr. Vest said the new web page is up if anyone wanted to check it out at www.paristexas.com. Mr. Vest said the Northeast Texas Roundtable has a new brochure and passed out a copy of it to the Board Members. Gene Anderson, Director of Finance, came forward and passed out a monthly cash flow report that he normally gives to the Board. Mr. Anderson also gave a report on the sales tax through the month of December. Director Guest called for discussion of the Revolving Loan Fund for the City of Paris. Tommy Haynes, Director of Community Development, came forward telling the Board that last month he gave them a brief outline of the Revolving Loan Fund that the City of Paris has. Mr. Haynes advised that Bob Jones wrote the grant for the City of Paris about two and one-half years ago and that thecity is currently pursuing people to loan this money to. Mr. Haynes reported that a public hearing was held earlier in the day on two applications and those will be submitted to the USDA. One of the applications is one that Gary Vest sent to the city from a tree service company that is being purchased by one of the members of the partnership. He said the other application is for Charles Fulbright who is building a BBQ Restaurant on Fitzhugh and Hickory Street, which will also be submitted. Bob Jones with R.I.M. Enterprises came forward giving the board members a handout of the written criteria for the Revolving Loan Fund. Mr. Jones said when the city applied for funding under the Rural Development Economic Development Grant, they had to develop a Revolving Loan Fund strategy, which- was approved by the City Council and the Rural Development Division of 842 USDA. He furnished the board copies of this material in the handout, also including forms indicating employment to be created by a project and a form for the applicant to indicate sources of funds and uses of funds for a proposed project. Mr. Jones advised that he had a list of forms that normally would be requested over the process of an application. He said the Revolving Loan's guidelines occupy the first four pages of the handout. It basically says what the applicant is going to do and how the applicant is going to do it. Mr. Jones said the fifth page is a list of information required from the applicant. Mr. Jones said that loans usually do not exceed 50% of the total amount needed for the project. The bank would provide 40%, with the borrower having at least 10% involved. It is possible for the borrower to put up the other 50%, as long as they are not exceeding grant funds of 50%. Mr. Jones said that this is a direct loan meaning that the payments are due 30 days after closing. The interest rate is indexed to prime and bottoms out at the jumbo CD rate at the time of the loan. The term of the loan depends on what the collateral is, just like it would at a bank or the SBA. Mr. Jones advised that on two occasions they sent mail outs about money being available to the banks. These mail outs also explained the uses of the money and the amount of funds available. Mr. Jones advised that when they get calls from people who are interested, he gets paper work to them or lets them know what they need to do next. He said they fill out the application packet from an interview. Once that is done, they have to hold a public hearing, and two of those were held today. Mr. Jones said these applications then go before the City Council for approval. Then they go to the Regional Rural Development office in Mt. Pleasant, Texas, where they are reviewed and approved. They do an environmental check on each of the projects and send it to Temple, Texas, for approval. Mr. Jones said that after this money has been loaned, the returned principal and interest comes off USDA books and all he has to do is let them know annually what he is doing. They do not go back for approval of the next loan. President Guest called for discussion and possible acceptance of a form to be used by businesses seeking assistance from the Paris Economic Development Corporation. Mr. Vest advised that there were two applications. One is for Economic Development Assistance - New Construction and the other one is for Economic Development Assistance Expansion. After reviewing the applications, a motion was made by Director Fendley, seconded by Director Severson, to accept the applications as presented. The motion carried unanimously. Resolution No. 2002-008, approving the form of the Incentive Agreement with Paris Custom Trailer, and authorizing and directing the President of the Board to execute, on behalf of the Paris Economic Development Corporation, the Incentive Agreement, was presented. A motionwas made by Director Severson, seconded by Director Wall, for approval of the resolution. The motion carried with Director Fendley abstaining. 843 PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2002-008 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION, APPROVING AND AUTHORIZING THE EXECUTION OF AN INCENTIVE AGREEMENT WITH PARIS CUSTOM TRAILER; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Paris Economic Development Corporation is a non-profit corporation governed by the Development Corporation Act of 1979 (the Act) and was established for the purposes of promoting, assisting, and enhancing economic development; and, WHEREAS, the means and measures authorized by the Act and the assistance pwvidcd therein with respect to financing are found to be in the public interest and serve a public purpose of the state in promoting the welfare of the citizens of the state economically by the securing and retaining of business enterprises and the resulting maintenance of a higher level of employment, economic activity, and stability; and, WHEREAS, in keeping with the purposes for which the legislature enacted the Development Corporation Act of 1979 and the purposes for which the voters of the City of Paris established the Paris Economic Development Corporation, it is deemed appropriate that an incentive agreement be entered into with Paris Custom Trailer; and, WHEREAS, the form of the Incentive Agreement, attached hereto as Exhibit A, should, in all things, be approved, and the President 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 form of the Incentive Agreement with Paris Custom Trailer, attached hereto as Exhibit A, be, and the same is hereby, approved. Section 3. That the President of Board be, and he is hereby, authorized and directed to execute, on behalf of the Paris Economic Development Corporation, the Incentive Agreement, under the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after its date of passage. ,44 PASSED AND ADOPTED this 18th day of December, 2002. Jay Guest, President ATTEST: Curtis Fendley, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney 845 INCENTIVE AGREEMENT STATE OF TEXAS ) ) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR ) THAT, the PARIS ECONOMIC DEVELOPMENT CORPORATION, acting by and through its President, Jay Guest, duly authorized, hereinafter called PEDC, and PARIS CUSTOM TRAILER, acting by and through its Owner, Cleve Fendley, duly authorized, hereinafter called PCT, do hereby contract and agree as follows: WITNESSETH: WHEREAS, PEDC, an Economic Development Corporation organized under the Texas Development Corporation Act of 1979, Article 5190.6 of Vernon's Texas Civil Statutes, exists for the purpose of encouraging and assisting, qualified service and manufacturing entities in the creation of jobs in the Paris, Texas, area; and, WHEREAS, PCT currently operates a custom trailer construction facility at Paris, Texas, hereinafter referred to as the "Facility,' and intends to create an additional seven (7) to twelve (12) permanent, full-time jobs over the next eighteen (18) months, and to invest a minimum of Thirty Thousand and no/100 Dollars ($30,000.00) on expansion of a building and equipment at the Paris location; and, WHEREAS, PCT has requested that PEDC provide a grant for the creation of such new, permanent jobs; and, WHEREAS, the new jobs and investment by PCT in Paris, Texas, will encourage economic development in Paris, Texas, and PEDC is willing to grant Two Thousand and no/100 Dollars ($2,000.00) per full-time job, up to a maximum of Twenty-four Thousand and no/100 Dollars ($24,000.00), pursuant to the terms and conditions of this Agreement for the creation of new jobs and investment in equipment; and, WHEREAS, the Board of Directors of PEDC has determined that it is in the best interest of Paris, Texas, that f'mancial incentives be offered to PCT in order to encourage it to expand its business in Paris, Texas, and to create jobs in Paris, Texas; NOW, THEREFORE, for and in consideration of the covenants, promises, and conditions hereinafter contained, PEDC and PCT agree as follows: Page 1 of 5 EXHIBIT A 846 1. PCT agrees to make improvements to the Facility in Paris, Texas, located at F.M. 1508, Paris, Texas, as follows: construct six (6) additional bays. Such improvements will consist of equipment to facilitate this expansion at the Facility. PCT further agrees to create at least seven (7) new, permanent, full-time jobs paid at a rate of at least $9.00 per hour or more, with benefits, during a three (3) year period, beginning December 18, 2002, and ending December 17, 2003. 2. The improvements and procurements described in Paragraph 1 hereof will be at a minimum cost of Thirty Thousand and no/100 Dollars ($30,000.00), and shall be substantially completed by June 17, 2003; provided, that PCT shall have such additional time to complete the improvements as may be required in the event of "force majeure" if PCT is diligently and faithfully pursuing completion of the improvements. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of PCT including, without limitation, acts of God, or the public enemy, any natural disaster, war, riot, civil commotion, insurrection, governmental or de facto governmental action, unless caused by acts or omissions of PCT, fires, explosions, accidents, floods, and labor disputes or strikes. 3. In return for the consideration described in Paragraphs 1 and 2 hereof, PEDC agrees to provide Two Thousand and no/100 Dollars ($2,000.00) for each new, permanent, full-time job created as a result of the expansion in excess of the twenty-three (23) jobs already in existence at the time negotiations first began; provided PCT shall create a minimum of at least seven (7) new jobs and shall be eligible to receive incentive payments of Two Thousand and no/100 Dollars ($2,000.00) per new job for up to no more than a total of twelve (12) additional jobs in excess of the existing twenty-three (23) jobs referenced herein; for a total potential incentive not to exceed Twenty-four Thousand and no/100 Dollars ($24,000.00). All jobs created to receive the PEDC incentive shall be located at the PCT facility at F.M. 1508 in Paris, Texas. The seven (7) initial new, permanent jobs shall be created not later than December 17, 2003, and must be maintained during the remainder of the term of this agreement. As referenced above, PCT may receive incentives for up to five (5) additional new, permanent jobs in excess of the required seven (7) jobs so long as those jobs are created not later than June 17, 2004, and such additional jobs must be maintained during the remainder of the term of this agreement. For purposes of this agreement, a full-time job shall be one in which the employee works a minimum of forty (40) hours in a seven (7) day work week, fifty-two (52) weeks per year, less holidays, sick leave, and vacation, or its equivalent. An advance incentive payment in the amount of Fourteen Thousand and no/100 Dollars ($14,000.00) in anticipation of the first seven (7) new, permanent jobs shall be made to PCT within sixty (60) days of the date of this agreement. If PCT creates more than seven (7) new, permanent jobs, not to exceed twelve (12), PEDC agrees to pay the incentive payments within sixty (60) days of receipt of copies of the Texas Workforce Commission Employer's Quarterly Report evidencing the creation of such additional jobs. These Page 2 of 5 ..8,4 7 reports must be presented to the PEDC within thirty (30) days of the day PCT lYegins construction, and these reports shall begin with the twenty-three (23) existing jobs as mentioned above and continue up to the date construction began. Thereafter, PCT shall continue to provide the PEDC with a copy of its Texas Workforce Commission Employer's Quarterly Report within thirty (30) days of its filing of the same with the Texas Workforce Commission to evidence the continued existence of such new jobs and to evidence additional jobs created for additional incentive payments from the PEDC. 4. PCT agrees that the PEDC, its agents and employees, shall have the reasonable right of access to records concerning PCT's investment in the improvements for the purpose of conducting an audit of the project improvements and project costs. Any such audit shall be made only after giving PCT notice at least fourteen (14) days in advance and will be conducted in such a manner as to not unreasonably interfere with the operation of the Facility. Upon request, PCT will provide the PEDC with a detailed Asset Report with an itemized list of assets placed into service from the date of execution of this Agreement to June 17, 2003. The Asset Report will provide the date on which the asset was capitalized, the acquisition amount, and the accumulated depreciation amount. At the PEDC's request, PCT will provide actual invoices to support the amounts shown on the Asset Report. 5. PCT further agrees that the PEDC, its agents and employees, shall have reasonable right of access to the property to inspect the improvements in order to insure that the construction of the improvements are in accordance with this Agreement and all applicable state and local laws and regulations or valid waiver thereof. After completion of the improvements, the PEDC shall have the continuing right to inspect the property to insure that it is thereafter maintained and operated in accordance with this Agreement during the term of the Agreement, and PCT shall provide evidence as to the creation of any new, permanent jobs described in this Agreement. All inspections will be made only after giving PCT notice at least seventy-two (72) hours in advance, and such inspections shall be conducted in such a manner so as not to interfere with the operation of the Facility. Representatives of the PEDC inspecting the property and improvements shall be accompanied by one (1) or more representatives of PCT and shall sign an agreement promising to maintain the confidentiality of any information they obtain in connection therewith except for the purposes of verifying or enforcing compliance with this Agreement. Said representative shall also be required to observe any facility rule and regulation applicable to the property. Nothing herein shall be construed as limiting the PEDC's ability to perform inspections or to enter the Property the subject of this Agreement. 6. In the event that the improvements described in Paragraph 1 hereof are not completed in accordance with this Agreement or the expenditure for the improvements does not meet the i amount required herein, then PCT shall return all incentives paid to it within one hundred i twenty (120) days of the date of notice of default. Page 3 of 5 848 7. In the event that any new job created in accordance with this agreement, and for which incentives are paid by PEDC, is abolished, or created and later becomes vacant, or remains unfilled, pro rata return of the funds provided by PEDC shall occur. EXAMPLE: If the number of new employees falls from twelve (12) to five (5) for six (6) months during 2003 and then returns to one hundred percent (100%) new employment, i.e. twelve (12) new employees, the following formula will be used: $24,000.00 (funds provided by PEDC) -:36 months (guaranteed period that new jobs must be maintained) *12 employees (number of new jobs created up to that point) x 7 employees (number of jobs previously created but vacated) x 6 months (length of time number of employees fell below the number previously created and for which incentives were paid) 8. In the event that PCT fails to voluntarily return any and all incentives paid to it as required under paragraphs 6 and 7 of this agreement, and the PEDC is compelled to enforce such requirements by filing suit or seeking other legal remedies, PCT shall, upon a finding of default and obligation to pay, pay all costs incurred by the PEDC in such collection effort, including court costs and attorneys fees. EXECUTED on the 18th day of December, 2002. PARIS ECONOMIC DEVELOPMENT CORPORATION By: Jay Guest, President ATTEST: Curtis Fendley, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney PARIS CUSTOM TRAILER By: Cleve Fendley, Owner Page 4 of 5 849 STATE OF TEXAS ) ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared JAY GUEST, President of Economic Development of the Paris Economic Development Corporation, Paris, Texas, 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 18th day of December, 2002. Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared CLEVE FENDLEY, Owner of Paris Custom Trailer, 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 December, 2002. Notary Public, State of Texas Page 5 of 5 850 Resolution No. 2002- 009, approving the form of the Incentive Agreement with Hydro-Conduit, and authorizing and directing the President of the Board to execute, on behalf of the Paris Economic Development Corporation, the Incentive Agreement, was presented. City Manager Malone informed the board that he asked Shawn Napier, City Engineer, to attend the meeting to describe the project and what the city has done and where this line ties into the plant. Mr. Napier came forward and explained that Mr. Wall had called and informed him that they were going to have to close the plant down because they did not have enough water to operate. They had only 17 gallons a minute when they went to the site. Mr. Napier said there is a six inch line that was put in by Wall Concrete about twelve years ago, and there is a slanted portion of the line that is running across the railroad track. He said that ties into a four inch line that is in Sycamore Street and that four inch line is an old cast iron line that is very old and- probably has Iow pressure and needs to be replaced. Mr. Napier said that the City went to Neagle Street where there was a new eight inch line and installed about a block and half of eight inch water line, then came up north. Mr. Napier said that he met with the plant manager of Hydro-Conduit and he agreed that the city would install the line through our right-of-way, and he would take it from there and run it due east to their box culvert plant to a fire hydrant. Mr. Napier presented a drawing illustrating the project. Mr. Napier said when they tied everything in, they turned the water line on and had the same 17 gallons a minute. Mr. Napier said they found that the inch and half line they had going from the meter into the building was corroded causing most of the problem. City Manager Malone pointed out that one of the advantages of this project is that we now have a new eight inch line that serves the fire hydrant located next to the building. He said the cityspent about $16,000.00 running the eight inch line and there is great water pressure now for fire protection for the box culvert facility. City Manager Malone said it has been looped in to the six inch line that goes to the original tie-in on the four inch line. He advised that in the future the city will go back and replace the four inch line. After discussion, a motion was made by Director Fendley, seconded by Director Severson, for approval of the resolution. The motion carried unanimously. 851. PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2002-009 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION, APPROVING AND AUTHORIZING THE EXECUTION OF AN INCENTIVE AGREEMENT WITH HYDRO-CONDUIT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Paris Economic Development Corporation is a non-profit corporation governed by the Development Corporation Act of 1979 (the Act) and was established for the purposes of promoting, assisting, and enhancing economic development; and, WHEREAS, the means and measures authorized by the Act and the assistance provided therein with respect to financing are found to be in the public interest and serve a public purpose of the state in promoting the welfare of the citizens of the state economically by the securing and retaining of business enterprises and the resulting maintenance of a higher level of employment, economic activity, and stability; and, WHEREAS, in keeping with the purposes for which the legislature enacted the Development Corporation Act of 1979 and the purposes for which the voters of the City of Paris established the Paris Economic Development Corporation, it is deemed appropriate that an incentive agreement be entered into with Hydro-Conduit; and, WHEREAS, the form of the Incentive Agreement, attached hereto as Exhibit A, should, in all things, be approved, and the President 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 form of the Incentive Agreement with Hydro-Conduit, attached hereto as Exhibit A, be, and the same is hereby, approved. Section 3. That the President of Board be, and he is hereby, authorized and directed to execute, on behalf of the Paris Economic Development Corporation, the Incentive Agreement, under the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after its date of passage. 852 PASSED AND ADOPTED this 18th day of December, 2002. Jay Guest, President ATTEST: Curtis Fendley, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney 853 INCENTIVE AGREEMENT STATE OF TEXAS ) ) KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LAMAR ) THAT, the PARIS ECONOMIC DEVELOPMENT CORPORATION, acting by and through its President, Jay Guest, duly authorized, hereinafter called PEDC, and HYDRO- CONDUIT, A DIVISION OF RINKER, acting by and through its General Manager, Jeffrey Irvine, duly authorized, hereinafter called HYDRO-CONDUIT, do hereby contract and agree as follows: 1. HYDRO-CONDUIT agrees to construct an 8" water line to connect and serve its existing facility located at 1545 Church Street, Paris, Texas. 2. PEDC agrees to provide a cash grant of $5,000.00 upon the completion of such water line. 3. In the event that HYDRO-CONDUIT fails to complete construction of the water line, PEDC shall not be obligated to provide the grant provided herein. EXECUTED on this 18th day of December, 2002. PARIS ECONOMIC DEVELOPMENT CORPORATION By: Jay Guest, President ATTEST: Curtis Fendley, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney Page 1 of 2 EXHIBIT 854 HYDRO-CONDUIT, a division of RINKER By: Jeffrey Irvine, General Manager STATE OF TEXAS ) ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared JAY GUEST, President of the Paris Economic Development Corporation, Paris, Texas, 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 18th day of December, 2003. Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF LAMAR ) BEFORE ME, the undersigned authority, on this day personally appeared JEFFREY IRVINE, General Manager of Hydro-Conduit, a division of Rinker, 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 December, 2002. Notary Public, State of Texas There being no further business, the meeting was adjourned. JAY GUEST, PRESIDENT ATTEST: MATTIE CUNNINGHAM, CITY CLERK