14-I TIPS Amendment No. 1DRAFT
F:kAttorney\LisakResolutions\CURRENT\Turner - Amendment No. 1 Res.wpd
February 4, 2004
RESOLUTION NO.
A RESOLUTION OF THE CITY OF PARIS, PARIS, TEXAS, APPROVING
AND AUTHORIZING AMENDMENT NO. ONE TO TAX ABATEMENT
AGREEMENT BETWEEN THE CITY OF PARIS, PARIS, TEXAS, AND
TURNER INTERNATIONAL PIPING SYSTEMS, INC. DATED FEBRUARY
18, 1999; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO
THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Paris did heretofore, on the 8th day of
February, 1999, in Ordinance No. 99-011, establish Reinvestment Zone No. 7 in the City of
Paris for commercial and industrial tax abatement as authorized by the Property Redevelopment
and Tax Abatement Act, as amended, being V.T.C.A. Tax Code, Chapter 312; and,
WHEREAS, the City Council of the City of Paris did heretofore, on the 8th day of
February, 1999, in Resolution No. 99-016, pass and adopt a policy on tax abatement incentives;
and,
WHEREAS, the City Council of the City of Paris did heretofore, on the 18th day of
February, 1999, in Resolution No. 99-024, authorize the execution of a Tax Abatement
Agreement with Turner International Piping Systems, Inc., and,
WHEREAS, on November 20, 2003, Turner International Piping Systems, Inc. adopted
Articles and Conversion, to be effective December 31, 2003, converting Turner International
Piping Systems, Inc. into Turner International Piping Systems, L.L.C., and the terms of said Tax
Abatement Agreement are in need of revision to reflect such conversion; and,
WHEREAS, the form of Amendment No. One to Tax Abatement Agreement Between
the City of Paris, Paris, Texas, and Turner International Piping Systems, Inc. Dated February 18,
1999, attached hereto as Exhibit A, should in all things be approved and the Mayor should be
authorized the execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS,
TEXAS:
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 Amendment No. One to Tax Abatement Agreement Between
the City of Paris, Paris, Texas, and Turner International Piping Systems, Inc. Dated February 18,
1999, attached hereto as Exhibit A, be, and the same is hereby, approved.
Section 3. That the Mayor be, and he is hereby, authorized and directed to execute, on
behalf of the City of Paris, said Amendment No. One, 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.
PASSED AND APPROVED this 9th day of February, 2004.
ATTEST:
Curtis Fendley, Mayor
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
AMENDMENT NO. ONE TO TAX ABATEMENT AGREEMENT
BETWEEN THE CITY OF PARIS, PARIS, TEXAS,
AND TURNER INTERNATIONAL PIPING SYSTEMS, INC.
DATED FEBRUARY 18, 1999
STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR )
WHEREAS, the City Council of the City of Paris did heretofore, on the 8th day of February,
1999, in Ordinance No. 99-011, establish Reinvestment Zone No. 7 in the City of Paris for
commercial and industrial tax abatement as authorized by the Property Redevelopment and Tax
Abatement Act, as amended, being V.T.C.A. Tax Code, Chapter 312; and,
WHEREAS, the City Council of the City of Paris did heretofore, on the 8th day of February,
1999, in Resolution No. 99-016, pass and adopt a policy on tax abatement incentives; and,
WHEREAS, the City Council of the City of Paris did heretofore, on the 18th day of
February, 1999, in Resolution No. 99-024, authorize the execution of a Tax Abatement Agreement
with Turner International Piping Systems, Inc.; and,
WHEREAS, the terms of said Agreement are in need of revision; NOW, THEREFORE,
WlTNESSETH
1. That, effective December 31, 2003, all references in the Tax Abatement Agreement between
the City of Paris, Paris, and Turner International Piping Systems, Inc. dated February 18,
1999, to Turner International Piping Systems, Inc. shall mean Turner International Piping
Systems, L.L.C.
2. That Turner International Piping Systems, L.L.C. agrees to assume all rights, obligations,
and responsibilities under said Tax Abatement Agreement.
3. That all other terms and conditions of said Tax Abatement Agreement shall remain in full
force and effect.
EXHIBIT A
Page 1 of 2
EXECUTED on the 9th day of February, 2004.
CITY OF PARIS, PARIS, TEXAS
ATTEST:
By:
Curtis Fendley, Mayor
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Larry W. Schenk, City Attorney
TURNER INTERNATIONAL PIPING
SYSTEMS, L.L.C.
ATTEST:
By:
President
Secretary
Page 2 of 2
02/03/0~ 16:39 FAX 22~ 922 $05~ T~'~ER INDUSTRIES, LTD, ~001
Co~porauons Section
P,O.Box 13697
Austin, Tex~s 78711-3697
omce of the Secretary of {State
Geoffrey S. Connor
SeCretary of Slate
CERTIFICATE OF CONVERSION
The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles' of
Conversion
for
TURNER INTERNATIONAL PIPING SYSTEMS, INC.
Filing Number: 151106~00
Converting it to
Turner International Piping Systems, L.L.C.
Filing Number:. 800288729
have bern received in this office and have been found to conform to law. ACCORDINGLY, the
undersigned, as Secreta~ of State, and by virtue of the authority vested in the Secretary by law, hereby
issues th/s Certificate of Conversion.
Dated: 12/22/2003
Effective: 12/31/2003
Geoffirey S. Cormor
Secretary of State
02/03/04 16;40 FAX 225 922 5058 TURNER INDUSTRIES, LTD, ~002
ARTICLES OF C0~%rERSION
OF
TUKN INI ,KNATIONA PIRIN INC.
INTO
T%TRATER INTEP, NATIOI~AL PIPIN~ SYSTEMS, L.L.C.
On the '~-~-day of ~'~,~i_ .... ~%~-, 2003, a Plan of
Conversion {the "Plan") of Turner International Pipin~ Systems,
Inc. into Turner International Piping Systems, L.L.C. effective
December 3I, 2003 was approved in accordance with Article ~.17
of the Texas Business Coz-potation Act by una/~imous consent of
the sole shareholder and all directors. In accordance with
Article 5.18A of the Texas Business Corporation Act, the
followinG statement is herewith furnished certifying the
following:
(a) The name of the converting entity is: Turner
International Piping Systems, Inc., a corporation incorporated
under the laws of the State of Texas as a Texas business
corporation;
(b) A Plan of Conversion of Turner International Piping
Systems, Inc. into Turner International PipinG Systems, L.L.C.
has been approved by %he ~nanimous consent of the sole
shareholder and all directors of that Corporation;
(e) An executed copy of the Plan is on file at the
principal place of business of Turner International Piping
Systems, Inc., 8687 United Plaza Blvd., Baton Rouge, LA 70809,
and an executed copy of the Plan will be on file from and after
the effective date of the conversion at the princfpal place of
business of the converted entity, Turner International Piping
Systems, L.L.C., and available on written request and without
converted entity;
(d) On the da~e of the conversion, there will be 260,000
shares of capital stock outstanding of Turner International
Piping Systems, Inc. Only one class will be outstanding.
(e) The holders of all 260,000 outstandin~ shares of Turner
International Piping Systems, Inc. voted for the Plan of
Conversion.
(f) The converted entity, Turner International Piping
Systemm, L.L.C. will be liable for the ~ayment of all fees and
franchise taxes incurred in the conversion or otherwise due by
Turner International Piping Systems, Inc. or Turner
International Piping Systems, L.L.C.
(G) Attached hereto are the Articles of Organization of
Turner International Piping Systems, L.L.C. and it is requested
that a certificate of conversion together with a dertified copy
II I Illllll Illlll
__ 02/0~)/04 16:40 FAX 225 922 $058 TURNER INDUSTRIES, LTD.
~003
of these articles be issued by the office
of $~a;e.
This '~,~.day. of ~ ,.~ <,~,.. ~ .- ,
of the Texas Secretary
2003.
TURNER INTERNATIONAL PIPING
SYSTEMS, INC.
g. L. Pearson, President
02/03/04 16:40 FAX 225 922 5058 TURNER INDUSTRIES, LTD. ~004
Corl~rafions Section
P.O.Box 13697
Texas 78711-3697
Office of the Secretary of State
Geoffrey S. Conner
Secretary of $tate
CERTIFICATE OF ORGANIZATION
Turner International Piping Systems, L.L.C.
Filing Numbe~. 800288729
The undersigned, as Secrem~ of Sm~e of Tex~ hereby o~tifies that Axficles of Organization for the
above named company have been received in this office and have been found to conform to law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of tb_e authority vested in the
Secretary by law, her~y i~axes this Certifioale of Organi~'ation.
Issuance of this Certificate of Orgnni?afion does not authorize the use of a name in this state in violation
of the figh~s of anoflaer under the £ede~al Trademark Act of 194~, the Texas trademark law, the Assumed
Businezs o~ Professional Name Act~ or the common law.
Dated: 12/22/2003
Effective: 12/31/2003
Geoffrey S. Connor
Secretary of State
02/03.~/..04 16:40 FAX 225 922 $055 TURNER INDUSTRIES, LTD. ~005
ARTICLES OF ORGANIZATION
OF
TURNER INTERNATIONAL PIPIN~ SYSTEMS,
L.L.C.
The undersigned being a natural person of the age of
eighteen (18) years or more, ac:ing as Qrganizcr~ of a limited
liability company under the Texas Limited Liability Company ACt
(the "Act"), do hereby adopt the following Articles of
Organization for the formation of a limited liability company
under =he Act. This entity, i.e., the converted entity, is being
Piping Systems, Inc., a Texas corporation formed by Articles
filed with the Texas Secretary of ~tate on and effective October
29, 1998, and having its principal place of business at 1200
Southwest 19th Street, Paris, Texas 75460.
ARTICLE ONE
The name of the Limited Liability Company is "Turner
International Piping SystemS, L.L.C.# (the "Company"}.
TWO
The period of duration of the Company is One Hundred (100)
years from the da~e of the filin~ of these Articles of
Organization with the Secretary of State or until the earlier
dissolution of the Company in accordance with the provisions of
its regulations.
ARTICLE THREE
The purpose for which the Company i~ organized is to conduct
any lawful business, to promote any lawful purpose and to engage
in any lawful act or activity for which limited liability
companies may be organized under the Act.
ARTICLE FOUR
On each matter for which a membership interest is entitled
to vote, a member shall have one [1) vo~e for each uni~ owned by
the member. Cumulative vQ~ing i~ not allowed. The number of
units owned.by a member shall be specified in each certificate
of membership interest as provided in the regulations of the
Company.
ARTICLE FIVE
The street address of the principal place of busines~ of the
Company i~ 1200 Southwest 19th Street, Paris, Texas 7~460. The
name of the Company's initial registered agent is C. T.
Corporation, 1021 Main Street, Suite 1150, Houston, Texas
77002. The address of the principal place of business of the
Company in Texas is 1200 Southwest 19th Street, ~aris, Texas
75460.
02/03/04 16:41 FAX 225 922 5058 TURNER INDUSTRIES, LTl), [~006
ARTICLE SIX
The management of the Company is hereby reserved to the
Managers and the names and addresses of such managers are as
follows:
Bert $. Turner
8687 United Plaza Blvd.
Baton Rouge, LA 70809
Roland M. Toups
8687 United Plaza Blvd.
Raton Rouge, LA 70809
R. L. Pearson
8687 United Plaza Blvd.
Baton Rouge, LA 70809
ARTICLE SEVEN
The name and address of the organizer is
United Plaza Blvd., Baton Roup¢, LA 70809.
ARTICLE EigHT
R. L. Pearson, 8687
To the full extent permitted by Texas law, no member of the
Company shall be liable to the Company or the other members for
monetary damages for an act or omission in euch member's
capacity as a member of the Company, ?~.cept that this Article
does not eliminate or limit the liabilzty of a member to the
extent the member is found liable for (i) a breach of the
member,s ~ut~ of loyalty to the Company or its members; (ii) an
act or omission not in good faith that constitutes a breach of
duty of the member tO the Company or an act or omission that
involves intentional misconduct or a knowing violation of the
law~ (iii) a transaction from which the member received an
improper benefit whether or not the benefit resulted from an
ac~iQn taken wi~hi~ ~e scope of ~h¢ m~mber's ~ic~; Or (iv) an
act or omission for which the liability of a member is expressly
provided by an applicable statu~e. Any repeal or amendment of
~his Article by the members of the Company shall be prospective
only and shall not adversely affect any limitation on the
liability of a member of the Company existing at the time of
such repeal or amendment. In addition to the circumstances in
which the member of the Company is not liable as set forth in
the preceding sentences, the liability of a member shall be
further limited by any provision of the statutes of Texas
hereafter enacted that further limit~ the liability of a me~be~
or manager of a limited liability company or of a director of a
corporation. The foregoing limitation of a member's liability
tO the Company or the other members for monetary damages shall
not be deemed exclusive of any other rights or limitations of
liability or indemnity to which a member may be entitled under
any other provision of the Articlu~ o£ 0rganiza~ion or the
Regulations of the Company, contract or agreement, vote of
members and/or disinterested member~ of the Company, or
otherwise.
02/03/04 16:41 FAX 225 922 5058 TURNER INDUSTRIES, LTD, G007
ARTICLE NIN~
Any action required by the Act, and any amendments thereto,
to be taken at any annual or special meeting of members o~ the
Company, may be taken without a meeting, without prior notice,
and without a vote, i~ a consent or consents in writing, set~ing
forth the action so taken, shall be signed by the holder or
holders of membership units having not less than the minimum
number of votes that would be necessary to take such action at
a meeting at which the holders of all membership units entitled
to vote on the action were preeent and voted. Any such written
consent must be dated, signed and delivered in the manner
required by, and shall be effective for the period specified by
the Act, and any amendments thereto, and the taking of any such
action by written consent shall be subject to satisfaction of
all applicabl~ requiremen~ o£ ~uch Act.
ARTICLE TEN
The membership interest of the Company shall be sub)ect to
restrictions on its transferability as set out in the
Regulations of the Company, which Regulations will be kept with
the records of the Company. The Company shall provide a copy of
the Regulations without charge to any record holder of a
membership interest upon written request addressed to the
Company at its principal business office or its registered
agent's address.
ARTICLE ~r,~TEN
These Articles of 0~ganization may be amended, modified,
supplemented or res~ated in any r~a~u~ p~rmitted by applicable
law and approved by the affirmative vote of members owning more
than fifty percent (50%) of all issued and outstanding units of
m~er~hip interest in the Company.
IN WITNESS WHEREOF, I have hereunto se~ my hand this ..~ ~ day
of /~I.~.~-.C_~..~, 2003.
oRGANIZER
R. L. PF~U~$ON
Address~ 8687 United Plaza Blvd.
Baton Rou~e, LA 70809