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2012-083 RES APPROVING PEDC RES CONTRIBUTING CASH TO PAYMENT OF CORPORATION'S OBLIGATIONS PURSUANT TO INTERLOCAL COOPERATIVE AGREEMETN RELATING TO STATE HIGHWAY 24 PROJECTFINAL RESOLUTION 2012-083 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS APPROVING THE PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION CONTRIBUTING CASH TO THE PAYMENT OF THE CORPORATION'S OBLIGATIONS PURSUANT TO AN INTERLOCAL COOPERATIVE AGREEMENT RELATING TO THE STATE HIGHWAY 24 PROJECT; AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Paris Economic Development Corporation (the Corporation) was created by the City Council (the City Counci� of the Ciry of Paris, Texas (the City), pursuant to the provisions of Chapters 501, 502, and 504, as amended, Texas Local Government Code (formerly Section 4A of the Development Corporation Act of 1979, Texas Revised Civil Statutes Annotated Article 5190.6, as amended) (the Act) and an ordinance of the City Council of the City approved on February 15, 1993; and WHEREAS, the Board of Directors of the Corporation intends to contribute cash in the amount of $1,426,813 which will be utilized by the Corporation to provide for the widening of an approximate 10.4 mile segment of State Highway 24 from a 2-lane highway to a 4-lane divided highway from FM 64 southwest to FM 904 in Delta County, Texas (which is a"project" as defined in Section 501.103(1), as amended, Texas Local Government Code) (the "Project") and (ii) payment of certain Authority legal and engineering professional services related to the SIB Loans; and WHEREAS, the adoption of this Resolution by the City Council of the City shall satisfy the conditions precedent as set forth in Section 501.073 of the Act; and WHEREAS, Section 501.204 of the Act requires the City Council of the City to approve the resolution of the Corporation providing for the execution and delivery of the Interlocal Cooperative Agreement not more than silcty (60) days prior to the delivery of the Interlocal Cooperative Agreement; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: SECTION l: The Corporation Resolution (the Corporation Resolution) authorized the execution and delivery of the Interlocal Cooperative Agreement to be effective as of October 10, 2012 and submitted to the City Council this day, is hereby approved in all respects. The Interlocal Cooperative Agreement is being authorized to provide for the widening of an approximate 10.4 mile segment of State Highway 24 from a 2-lane highway to a 4-lane divided highway from FM 64 southwest to FM 904 in Delta County, Texas (which is a"project" as defined in Section 501.103(1), as amended, Texas Local Government Code) and (ii) payment of certain Authority legal and engineering professional services related to the SIB Loans. 95554389.9 SECTION 2: The approvals herein given are in accordance with Sections 501.073 and 501.204 of the Act, and the Corporation's obligations pursuant to the Interlocal Cooperative Agreement (the "Corporation Obligations") shall never be construed as an indebtedness or pledge of the City or the State of Texas (the State), within the meaning of any constitutional or statutory provision, and the owner of the Corporation Obligations shall never be paid in whole or in part out of any funds raised or to be raised by taxation (other than sales tax proceeds as authorized pursuant to the Act) or any other revenues of the Corparation, the City, or the State, except those revenues assigned and pledged by the Corporation Resolution. SECTION 3: The City hereby agrees to promptly collect and remit to the Corporation the Gross Sales Tax Revenues (as defined in the Corporation's currently outstanding sales tax revenue refunding bond resolution) in accordance with the terms of the Corporation Resolution and the Act to provide for the prompt payment of the Corporation Obligations, and to assist and cooperate with the Corporation in the enforcement and collection of sales and use taxes imposed on behalf of the Corporation. SECTION 4: The existing Transfer Agreement (as defined in the Corporation's currently outstanding sales tax revenue refunding bond resolution) by and between the City and the Corparation is incorporated by reference as a part of this Resolution for all purposes, with respect to the obligations of the City and Corporation during the time the Corporation Obligations are outstanding, is hereby ratified as to form and substance and the Mayor and the City Secretary are hereby authorized to execute and deliver any and all documents for and on behalf of the City and as the act and deed of this City Council. Furthermore, the Mayor and the City Secretary and the other officers of the City are hereby authorized, jointly and severally, to execute and deliver such endorsements, instruments, certificates, documents, or papers necessary and advisable to carry out the intent and purposes of this Resolution. SECTION 5: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 6: All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 7: This resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 8: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and this City Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 9: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject 95554389.9 -2- matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 10: Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Corporation Resolution. SECTION 1 l: This Resolution shall be in force and effect from and after its passage on the date shown below. [The remainder of this page intentionally left blank.J 95554389.9 -3- PASSED AND ADOPTED, this October 8, 2012. ATTEST: . � ' y Secretary (CITY SEAL) APPROVED AS TO FORM: W. Kent Mc ya , C' y Attorney 95554389.9 CITY OF PARIS, TEXAS