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12/09/2014 MINUTESPARIS ECONOMIC DEVELOPMENT CORPORATION MONTHLY MEETING Tuesday, December 9, 2014 MINUTES Board Members Staff Present: Stephen Grubbs, Chair Present: John Brockman, Vice Chair David Turner Don Wilson Ex- Officio Members Guest(s) Present: John Godwin, City Manager Present: Dr. Pam Anglin, PJC President Steve Keywood, Chamber Chair Legal Counsel: None City Council Liaison: Edwin Pickle Shannon Barrentine Interim Executive Director Chassidi Taylor Admin. Assistant Connie Beard, The Paris News Sue Lancaster, Paris City Council Louise Moseley James Price Elizabeth Hollier, Texas State News Ray Banks Nick Murillo, eParisExtra Carol Hufnagel Shawn Napier, City Engineer Billy Parkhill Stephen Grubbs called the meeting to order at 4:00 p.m., and welcomed those present. Confirmed a quorum was present. Approval of minutes from the November 11, 2014 regular meeting Don Wilson stated that there are minor errors on page 2 and 7. Don Wilson made a motion to accept the Minutes as submitted for November 11, 2014 with corrections; seconded by John Brockman. Motion Carried 4 -0. Paris EDC Board Meeting Minutes December 9, 2014 Page 2 of 9 Approval of October and November 2014 financials Stephen Grubbs told those present that the November financials weren't available yet. Shannon Barrentine stated that she had not received them from the City prior to the Board Meeting. Don Wilson stated that under Administration there is an expense to AmeriPower, for $19.01 what is that for? Shannon Barrentine stated that is the electric fees for the sign located at the Northwest Industrial Park. Don Wilson stated that it's not administration though. Stephen Grubbs stated that there are different subtitles under Administration. Shannon Barrentine stated the sections are Administration, Marketing and Promotion, Job Training, Direct Business Incentives, and Debt Services. Don Wilson asked what was the $627.00 to Sanchez Lawn Care for? Shannon Barrentine stated that was for herbicide applications around the pond, the sign, drainage channel and the base of the trees at the Northwest Industrial Park. Don Wilson asked how long was the contract for? Shannon Barrentine stated that there wasn't a time limit and we can rebid it if we want. Stephen Grubbs stated that the PEDC's cash position was $1.658M at the end of October versus $1.579M at the beginning of October which is an increase in revenue of $79,000.00. Don Wilson made a motion to accept the financials for the month of October as submitted; seconded by John Brockman. Motion Carried 4 -0. Interim Executive Director's Report: Campbell's Soup 50th Anniversary Celebration of December 2, 2014 Shannon Barrentine told those present that last week was a big week for Campbell's Soup. The City provided a Proclamation that December 2, 2014 was Campbell's Soup Day in Paris, Texas. The PEDC definitely appreciates Campbell's Soup and all that they do for our community and their longevity here in Paris, Texas. Stephen Grubbs stated that it was a very nice event and thanked those who were there representing the PEDC showing appreciation to Campbell's Soup. Stephen Grubbs thanked Coach Stallings for the keynote speech. Status of PEDC lots sold to Upchurch Machine Shop on S. Church Street Shannon Barrentine stated that she took the payment of $29,787.20 from the sale of the PEDC lots to Upchurch Machine Shop and submitted it to Gene Anderson, Finance Director, to deposit in the PEDC's account. 2015 Oncor Trade Show Schedule Shannon Barrentine told those present that their packets include the 2015 Oncor Trade Show schedule for their review. The first Trade Show is in March 2015. Some EDC's are pro Trade Show and some aren't. PEDC has been participating in some joint trade shows with Oncor in the past. Paris EDC Board Meeting Minutes December 9, 2014 Page 3 of 9 Discuss and possibly take action to grant a temporary construction easement for a City sewer project at the southwest portion of the Northwest Industrial Park as requested by Shawn Napier, City Engineer Shawn Napier, City Engineer, told those present that their packets included the project details. The PEDC properties are number 6 and 12 on the map. Currently, there is a 20 ft. easement and the City wants to put another 20 ft. temporary easement on either side of the existing easement for construction purposes. Don Wilson made a motion to grant the temporary construction easement; seconded by David Turner. Motion Carried 4 -0. Discuss and possibly take action for the Paris EDC Board monthly meeting dates Stephen Grubbs stated that the PEDC Board Chair can set the time and date of the meetings. The last meeting ran long until 6:30 p.m. There are other organizations that use the Community Room. The Board needs to discuss changing to an earlier time so the PEDC doesn't have any conflict. Don Wilson suggested starting at 3:30 p.m. Stephen Grubbs stated 3:30 p.m. would work for him. Stephen Grubbs made a motion to start the meeting a half hour earlier at 3:30 p.m.; seconded by John Brockman. Motion Carried 4 -0. Discuss and possibly take action on Statement of Qualifications from local attorneys to assist with legal issues pertaining to the PEDC organization Shannon Barrentine told those present that this item was tabled due to the lack of clarity whether or not Plug Clem was offering the entire Moore Law Firm as a part of his submittal. John Brockman clarified that Plug Clem did mean for the entire Moore Law Firm. Which attorney assisted would depend on the topic and who has had the most experience in that area. Plug Clem reflected his hourly rate was $200.00 with attorney Casey Gain being less than that. John Brockman made a motion to hire for legal counsel to represent the PEDC to Plug Clem and the Moore Law Firm; seconded by David Turner. Motion Carried 4 -0. on Shannon Barrentine told those present that the committee met with the Chamber last week and the committee consists of herself Dr. Pam Anglin, Paris Junior College President; Josh Bray, Chamber Executive Board member; and Brian Feagley Leadership Lamar County President. The committee looked at the expenses from two years ago and agreed that the Chamber and the PEDC would contribute $6,500 for a total Budget amount of $13,000 for Lamar County Days 2015. The committee decided the reception would be Tuesday night, April 7th. Distribute over 200 V.I.P. boxes throughout the Capital Wednesday morning, April 8th. Mid - morning Wednesday would be recognition at the House and Senate galleries. Wednesday afternoon would be the briefing sessions on education, transportation, economic development, and water. Thursday, April 9b, would be serving burgers on the lawn from 11:00 a.m. to 1:00 p.m. then clean up and drive home. Mark Homer is confirming the dates will work for the capital and waiting on confirmation from the Capital Historical Committee, which gives permission to have events on the south lawn. We need an extra room to assemble and store the V.I.P boxes until the next day. Stephen Grubbs asked what the expenses were last time. Shannon Barrentine stated Paris EDC Board Meeting Minutes December 9, 2014 Page 4 of 9 that the committee weeded out a number of items and decided on$6,500.00 per entity (Chamber and PEDC) budget. David Turner stated that the PEDC will not pay for anybody's hotel if they go they are on their own. Shannon Barrentine clarified other than expenses for herself. We will get a block of rooms at a certain rate and everyone is to book them on their own. Stephen Grubbs stated that there is still time between now and the event to bring additional information. David Turner made a motion to authorize the $6,500.00 for Lamar County Days 2015; seconded by John Brockman. Motion Carried 4 -0. Discuss and possibly take action on the proposed Plan of Work for FY 2014 -15 Shannon Barrentine stated that the Plan of Work includes $6,500.00 for Lamar County Days. Don Wilson asked what is EdSuite? Shannon Barrentine stated they are the designer and host of the PEDC website. Don Wilson stated the data that we have on our website like population and income levels do we generate that or do they? Shannon Barrentine stated that the PEDC provides it. Don Wilson asked who is in charge of updating the website? There are properties listed that PEDC no longer owns. Shannon Barrentine stated that PEDC does and we will make those corrections. Don Wilson stated that $11,000 to update a website is very high. Shannon Barrentine stated that Rebecca Clifford has been talking about getting the website updatedfor the last year. There are websites that are catchier, faster, with a variety of information where the PEDC's isn't. Tyler and Longview have videos, but Longview EDC has more staff. They go out and video and upload it to their website. The PEDC website needs to be revamped. John Brockman asked if they could get that for $11,000? Shannon Barrentine replied yes. Stephen Grubbs stated that the PEDC is using the second generation EdSuite and they have a newer generation they recommend the PEDC upgrade to. Don Wilson stated that you can pay and get a good website that has video and electronic signature (allows you to sign documents on- line) for $2,000 43,000. The PEDC should look locally. Jazzy Frog has done some great website. Shannon Barrentine stated that she asked Dr. Pam Anglin what it would cost to do a websites, from scratch, and she said it would be $10,000- $15,000; that was before EdSuite quoted their price. Shannon Barrentine asked if the PEDC had to advertise Request for Proposals for website designers, corrects. John Brockman asked if EdSuite specializes in website designing? Shannon Barrentine stated that they specialize in Economic Development websites and they host our email accounts. Don Wilson asked how much do they charge us for hosting our email accounts? Shannon Barrentine stated that fee was included in the annual license charge of $3,000. Steve Keywood stated that the Chamber uses Chamber Master. The price doesn't seem high from what the Chamber pays. Stephen Grubbs stated that we will review this further. Paris EDC Board Meeting Minutes December 9, 2014 Page 5 of 9 Shannon Barrentine stated the Board discussed possibly testing and assessing juniors at the last meeting. She stated that she took the initiative and included juniors and seniors testing fees making the not to exceed limit of $28,000 instead of $14,000. She added, the budget has $35,000 for Job Training and that is where the fees would be paid from. Discussion took place regarding Goal 4 with the estimated cost, per site, for the Sites That Are Ready (S.T.A.R.) statewide program of $10,000 per site. The estimated costs per Goal are as follows: Goal 1: Secure Primary Jobs through Industrial Recruiting & Business Retention and Expansion. $15,000 Goal 2: Strengthen our local education and workforce training programs to meet employer needs. $28,000 Goal 3: Strengthen Paris EDC's Operations. $ 6,500 Goal 4: 1 Marketing Airport as Industrial Site Ready. $10,000 Estimated Total: 1 $59,500 Stephen Grubbs stated that it's important the PEDC defines the Plan of Work. Let's bring it back next month and do a budget review and talk about where the funding is going to come from. No action was taken. Discuss and possibly take action on a Memorandum of Understanding between Paris Junior College (PJC) Paris ISD, North Lamar ISD, Roxton ISD, Prairiland ISD, Chisum ISD and the Paris EDC to reimburse PJC for WorkKeys assessment fees for Lamar County High School Seniors, per the Program of Work Stephen Grubbs stated that this would be considered an agreement the PEDC is entering in with Paris Junior College, specifically for the assessment fees. Shannon Barrentine stated that the total amount for all Lamar County School Districts not to exceed $28,000 if we tested juniors and seniors. Edwin Pickle stated that the test will be for juniors and seniors this year then every year after that do the juniors. Shannon Barrentine stated that the Board should go ahead and approve the two MOU's as they are today and allow Stephen Grubbs to execute other MOU's with the other school districts. Stephen Grubbs stated that one responsibility of the PEDC is participating in Certified Work Ready Community (CWRC). The National Career Ready Certificate will be on the ACT website under our county. Stephen Grubbs asked if there was an expense with having the scores on their website. Shannon Barrentine stated no. John Brockman made a motion to approve the MOU's and changing the exceed limit from $14,000 to $28,OOOfor this fiscal year and allow the Board Chair to execute other MOU's for the other three school districts as they become warranted; seconded by Don Wilson. Motion Carried 4 -0. Paris EDC Board Meeting Minutes December 9, 2014 Page 6 of 9 Discuss and possibly take action on invoice from Paris Junior College for 87 assessments (Item 10, above) at $28 each for a total amount of $2,436.00 Stephen Grubbs asked if the PEDC received any other documentation other than the letter? Shannon Barrentine stated no we have not but Dr. Pam Anglin has data she will provide to us, but she has been out of town. Stephen Grubbs stated that the PEDC should get a list of people who took the test and attach that to the invoice the PEDC is going to pay .John Brockman made a. motion to reimburse PJC the above fee of $2,436 for the assessment; seconded by David Turner. Motion Carried 4 -0. Discuss and possibly take action on participating in the Texas Workforce Commission High Demand Job Training Program through Workforce Solutions of Northeast Texas Shannon Barrentine stated that this item was discussed last month. Dr. Pam Anglin is traveling, but we have the phone set up if we need to call her. This is the matching grant application which means we don't pay unless we are approved. So, essentially the grant is $75,000.00 and the applicants have to match the $75,000. We discussed the PEDC participating with Mount Pleasant EDC and Sulphur Springs EDC through the Northeast Texas Workforce Board to make an application. Each EDC would be obligated to$25,000 each for a total match of $75,000. Shannon Barrentine said the CNC trainer would be $23,000 so the longevity of training goes on versus just paying for tuition. The PEDC recently sold the lots for $29,000 that would cover the $25,000 obligation if we are approved for the grant, it would be budget neutral. Shannon Barrentine stated that the other EDC's need to know if this Board supported applying for the grant. There is a meeting tomorrow in Sulphur Springs with the other EDC's. Don Wilson made a motion to apply for the grant and commit to the $25,000 matching funds; seconded by David Turner. Motion Carried 4 -0. Discuss and possibly take action to amend the PEDC Bylaws pertaining to authorization of entering into contract agreements, specifically the Defenbaugh & Associates contract executed by Rebecca Clifford, then PEDC Board Chair, and failure to comply with the attorney recommendations of the same Stephen Grubbs stated that this item is for discussing and making improvements to the policies and procedures in our Bylaws specifically the Defenbaugh & Associates agreement. On March 10, 2014 Paris City Council elected that a forensic audit be performed by the PEDC. On April 2, 2014 Rebecca Clifford presented Defenbaugh & Associates as the firm of choice for conducting the forensic investigation of the PEDC fee not to exceed $50,000.00. The PEDC Board voted unanimously to proceed with engaging Defenbaugh & Associates to conduct the investigation. However it was later learned that an agreement was proposed prior to April 2, 2014 that was presented to the City Attorney, Kent McIlyar for review and recommendation but another agreement was in process and had been reviewed by our City Attorney, Kent McIlyar. On March 30, 2014 City Attorney, Kent Mcllyar forwarded his recommendations on the agreement with Mr. Defenbaugh and to Rebecca Clifford, then PEDC Board Chair. It was later learned that the agreement was signed by Rebecca Clifford April 4, 2014 and the signed Paris EDC Board Meeting Minutes December 9, 2014 Page 7 of 9 agreement did not contain the recommendations that were made by the City Attorney, Kent Mcllyar, City Attorney. Stephen Grubbs stated that the Board did vote unanimously to proceed. Looking at the recommendations made by the City Attorney, there were two (2) that were important: 1) language relative to indemnification, there was no language in the agreement regarding indemnification;and2) recommendations regarding Defenbaugh & Associates to maintain higher levels of insurance relative to commercial general liability insurance and contractual liability insurance. Those are areas of concern for the protection of the PEDC and the City which put us both at a greater risk in an event of legal actions that could occur as a result of their investigation. The purpose of this discussion is to address the opportunities the PEDC has in our Bylaws and procedures that are in place to improve the process. After the attorney has approved the agreement we bring it back to the Board for our review and approval and then it is signed by the PEDC Board Chairman. John Brockman asked if it would be appropriate to put a dollar amount. Stephen Grubbs stated that he thinks that is reasonable depending on what the contract is for. Don Wilson stated that if we modify the contract session to add some language saying contracts should be reviewed and approved by the Board and attorney before it is signed. There could be a conflict with the City Manager and the PEDC Chairman of the Board, which may be too restrictive. Don Wilson stated that we don't want it where the attorney has the final say. David Turner stated he agreed that the attorney shouldn't have the final say, but we should get his opinion. Stephen Grubbs asked what the process was at the City. John Godwin stated the City has the City Attorney look at it and make changes or say it's okay and it may need to go to the City Council depending on the amount or as the City Manager I can sign it if we need to act more quickly. Don Wilson stated that since the Board hired Plug Clem, let him look over the Bylaws and see how we can best address what happened and come back with that language and put it in the Bylaws. That way, in the future, there's no question. Stephen Grubbs suggested tabling this item until Plug Clem has a chance to look it over. Don Wilson made a motion to send this to our newly appointed legal counsel, Plug Clem, and let him provide recommended changes; seconded by David Turner. Motion Carried 4 -0. Consider Board member nomination(s) to serve as Assistant Secretary- Treasurer, per section 6.01- Officers of the Corporation, Paris EDC Bylaws. Stephen Grubbs stated that looking at the Bylaws the Board Chair can look at one or more Secretary /Treasurer according to Section 6.01, Item 9 of the Bylaws. This person shall assist the Executive Director with the economic incentive agreements. Item D says the assistant Secretary /Treasurer if any shall perform duties that maybe assigned by the Secretary /Treasurer or by the Chairman of the Board. John Brockman made a motion to elect Don Wilson as the Assistant Secretary /Treasurer; seconded by David Turner. Motion Carried 4 -0. Paris EDC Board Meeting Minutes December 9, 2014 Page 8 of 9 Discuss and possibly take action on invoice(s) for legal services from Jeff Moore, Attorney, Brown & Hofineister, LLP David Turner made a motion to pay the invoice for Jeff Moore, Attorney of Brown & Hofineister, LLP services in the amount of $435.19; seconded by John Brockman. Motion Carried 4 -0. Discuss_ and possibly take action on advertising for bids to mow and shred the Northwest Industrial Park and 19a` Street NW properties for a 3 year period. Don Wilson questioned the cost of shredding and maintenance of the Industrial Park. The PEDC has been paying $2,200 to shred. Don Wilson stated that he talked to different people and the PEDC can get it baled and get half of the money from the baled hay. Don Wilson recommended shredding it and whoever is awarded the services can spray it and bale it for their use. Stephen Grubbs asked if there is a cancellation in our current agreement. Shannon Barrentine stated that it was just for one year. Shannon Barrentine stated that the PEDC will advertise for herbicide, mowing, shredding and baling. Don Wilson made a motion to advertise for bids for shredding, mowing, and herbicide, three different proposals for a 3 year period; seconded by John Brockman. Motion Carried 4 -0. The Board convened into Executive Session at 5:10 p.m. Pursuant to Section 551.072, Section 551.074, and Section 551.087 of the Texas Government Code to discuss and deliberate on the following: 1. Pursuant to Section 551.072 — Real Property 2. Pursuant to Section 551.074 — Personnel 3. Pursuant to Section 551.087 — Economic Development Negotiations (Dr. Pam Anglin arrived during Executive Session) Executive Session ended at 5:34 p.m. The Board reconvened into open session. As a result of executive session discussion the Board took the following action: John Brockman made a motion that the PEDC provide the incentive agreement for Project Powder Puff to deed them 8 acres in the Northwest Industrial Park; seconded by David Turner. Motion Carried 4 -0. John Brockman stated that BodyGuard's invoice for training dollars was $175.00. David Turner made a motion for the PEDC to reimburse them $175.00; seconded by Don Wilson. Motion Carried 4 -0. Paris EDC Board Meeting Minutes December 9, 2014 Page 9 of 9 David Turner made a motion to adjourn 5:36 p.m.; seconded by Don Wilson. Motion Carried 4 -0. Respectfully submitted, Chassidi Taylor Administrative Assistant Paris EDC