1999-037-INCENTIVE AGREEMENT, PARIS WAREHOUSE 107, WE-PACK LOGISTICS
RESOLUTION NO. 99-037
WHEREAS, the City Council of the City of Paris did heretofore, on the 13th day of
April, 1998, pass Ordinance No. 98-018, establishing Reinvestment Zone No. Five 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 13th day of
April, 1998, in Resolution No. 98-046, authorize the execution of a Tax Abatement Agreement
with H-W Commercial Warehouse, Inc., which Agreement was assigned to Paris Warehouse 107,
Inc.; and,
WHEREAS, the Tax Abatement Agreement provides for the abatement of real and
personal property taxes for a period of seven (7) years in consideration of the creation of twenty-
two (22) new, permanent jobs; and,
WHEREAS, H-W Commercial Warehouse, Inc. has requested that ownership of that
portion of 13th Street S.W. lying within the Southwest Industrial Park be transferred to it in
consideration of the creation by We-Pack Logistics, Inc. of eight (8) additional new, permanent
jobs, the retention by We-Pack Logistics, Inc. of one hundred (100) permanent jobs for a period
of ten (10) years, and the retention by Paris Warehouse 107, Inc. of twenty-two (22) permanent
jobs for an additional period of three (3) years after the expiration of the aforementioned Tax
Abatement Agreement; and,
WHEREAS, taking into consideration the following facts: (1) the owners of H-W
Commercial Warehouse, Inc., Paris Warehouse 107, Inc., and We-Pack Logistics, Inc. originally
built, at their own expense, 13th Street S.W. prior to the same being dedicated to the City of
Paris; (2) the only property served by 13th Street S.W. is the Southwest Industrial Park, which
is wholly owned by H-W Commercial Warehouse; (3) returning the street to private ownership
will result in the City of Paris not being responsible for the maintenance thereof; and, (4)
returning the street to private ownership will result in the same being placed on the tax rolls; it
is deemed appropriate that such ownership be transferred for the consideration above-stated; and,
WHEREAS, the form of the Incentive Agreement, attached hereto as Exhibit A, should,
in all things be approved, and the Chairperson, Mary Ann Fisher, should be authorized the
execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the
form of the Incentive Agreement with Paris Warehouse 107, Inc., We-Pack Logistics, Inc., and
other affiliates thereof, attached hereto as Exhibit A, be, and the same is hereby, approved; and,
BE IT }'URTHER RESOLVED, that the Chairperson, Mary Ann Fisher, be, and be is
hereby, authorized and directed to execute, on behalf of the City of Paris, the Incentive
Agreement, under the terms and conditions and in the form shown in Exhibit A, attached hereto.
PASSED AND ADOPTED this 12th day of April, 1999.
ATTEST:
Mattie Cunningham, City Clerk
APPROVED:
5ur#1?--Y-'-7 =>
Scott P. Foster, City Attorney
,
m(l~ 11m 1~JV
Mary An Fisher, Chairperson
THE STATE OF TEXAS )
)
COUNTY OF LAMAR )
INCENTIVE AGREEMENT
This agreement is entered into by and between the CITY OF PARIS, PARIS, TEXAS,
a municipal corporation, situated in Lamar County, Texas, acting by and through its Chairperson,
Mary Ann Fisher, duly authorized, hereinafter called CITY, and WE-PACK LOGISTICS, L.P.,
a Texas limited partnership, acting by and through its authorized officer whose signature appears
below, hereinafter referred to as PARTNERSHIP.
For and in consideration of the transfer of ownership by CITY to H-W Commercial
Warehouse, Inc., an affiliate of the PARTNERSHIP, of that portion of 13th Street S.W. that is
located within the Southwest Industrial Park, PARTNERSHIP agrees as follows:
I. Creation of New, Pennanent Jobs
A. Area to be Improved
The property to be the subject of this section of the Agreement shall be that
property known as the Southwest Industrial Park, described by metes and bounds
in Ordinance No. 98-018, and shall be hereinafter referred to as PROPERTY. H-
W Commercial Warehouse, Inc. owns a portion of the PROPERTY in fee, and
PARTNERSHIP owns a leasehold estate in a portion of the PROPERTY.
B. Improvements
The PARTNERSHIP shall make improvements to the PROPERTY as follows:
Construction of a traffic control facility for the Southwest Industrial Park,
including gates and any fencing which may be necessary to achieve traffic control.
Such improvements will be made upon the PROPERTY herein described and will
consist of a traffic control building and a parking lot along the route of access to
the PROPERTY, all of which will be particularly described in CITY'S Certificate
of Completion prepared after the completion and installation of the improvements
herein described. Said Certificate shall be duly executed by the Mayor or Mayor
Pro Tern of the City of Paris and attached hereto as Exhibit B. The improvements
described in this paragraph shall be hereinafter referred to as IMPROVEMENTS.
The IMPROVEMENTS will be at a cost in excess of $50,000.00, and shall be
substantially completed on or about June 30, 1999; provided, that PARTNERSHIP
shall have such additional time to complete the IMPROVEMENTS as may be
required in the event of "force majeure" if PARTNERSHIP 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
PARTNERSHIP including, without limitation, acts of God, or the public enemy,
EXHIBIT A
any natural disaster, war, riot, civil commotion, insurrection, governmental or de
facto governmental action, unless caused by acts or omissions of PARTNERSHIP,
fires, explosions, accidents, floods, and labor disputes or strikes. The date of
completion of the IMPROVEMENTS shall be defined as the date a Certificate of
Occupancy is issued by the City of Paris.
C. Consideration - Improvements
The PARTNERSHIP agrees and covenants that it will diligently and faithfully, in
a good and workmanlike manner, pursue the completion of the IMPROVEMENTS
as good and valuable consideration of this AGREEMENT, PARTNERSHIP further
covenants and agrees that all construction of the IMPROVEMENTS will be in
accordance with all applicable state and local laws, codes, and regulations or a
valid waiver thereof. In further consideration, PARTNERSHIP shall thereafter,
from the date a Certificate of Occupancy is issued until the expiration of this
Section of the AGREEMENT, continuously operate and maintain the PROPERTY
as a traffic control facility.
D. Consideration - Jobs
1. Not later than December 31, 1999, PARTNERSHIP will create at least
eight (8) new, permanent jobs at the Paris Plant for work to be performed
substantially either (a) at the site of the Improvements, or (b) in support of
operations performed by others at the site of the IMPROVEMENTS. In
filling such jobs, priority will be given first to equally qualified job
applicants residing within the Enterprise Zone, second to equally qualified
job applicants residing within the corporate limits of the City of Paris, and
third to equally qualified job applicants residing within the County of
Lamar, State of Texas, subject to the laws and regulations of the United
States of America and the State of Texas and subject to any labor contracts
currently in effect and any successive contracts or past practices.
2. At least twenty-five percent (25 %) of PARTNERSHIP's new employees
under this Section shall be residents of the City of Paris Enterprise Zone or
shall be economically disadvantaged individuals. For the purposes of this
Section, an economically disadvantaged individual is an individual who (a)
was unemployed for at least three (3) months before obtaining employment
with the PARTNERSHIP; (b) receives public assistance benefits, including
welfare payments or food stamps, based on need and intended to alleviate
poverty; (c) is an economically disadvantaged individual, as defined by
Section 4(8), Job Training Partnership Act (29 V.S.C. Section 1503(8));
(d) is an individual with handicaps, as defined by 29 U.S.C. Section
706(8); (e) is an inmate, as defined by Section 498.001; (f) is entering the
workplace after being confined in a facility operated by the institutional
division of the Texas Department of Criminal Justice or under contract with
the Texas Department of Criminal Justice; (g) has been released by the
Texas Youth Commission and is on parole, if state law provides for such
a person to be on parole; or (h) meets the current low income or moderate
income limits developed under Section 8, United States Housing Act of
1937 (42 U.S.C. Section 1437f et seq.).
3. PARTNERSHIP agrees that, for a period of ten (10) years after December
31, 1999, it will not reduce below eight (8) the number of such new,
permanent jobs so created.
E. Compliance Provisions
The PARTNERSmp further agrees that the CITY, 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 CITY 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 PARTNERsmp shall provide evidence as to the creation of
the eight (8) new, permanent jobs described in this Agreement. Representative of
the CITY inspecting the property and improvements shall sign an agreement
promising to maintain the confidentiality of any information they obtain in
connection therewith except for the purposes of assessing and collecting ad valorem
taxes. Said representative shall also be required to observe any facility rule and
regulation applicable to the property.
F. Initial and Annual Reporting
1. The PARTNERSmp further agrees that it will, immediately upon
completion of the IMPROVEMENTS, provide CITY with a sworn report
which contains the following information:
a. Detailed description of IMPROVEMENTS;
b. Description of any miscellaneous items of office and plant
equipment;
c. Identification of plans and specifications of constructed
improvements and the location of the same for inspection by
CITY's certification team;
d. Actual cost of added machinery and equipment;
e. Actual cost of capital IMPROVEMENTS; and,
f. Date of substantial completion of the IMPROVEMENTS as defined
in paragraph LB. hereof.
2. The PARTNERSHIP further agrees that it will provide CITY with an
annual, sworn report which contains the following information: (a) the
name of each original hiree in the newly created job, date of hire, and place
of residence of the hiree, and (b) statement as to whether or not the eight
(8) new, permanent jobs are still in existence and filled, and (c) the name
of each current employee in the newly created job, date of hire, and place
of residence of the hiree. Additionally, PARTNERSHIP shall certify, in
writing, that it is in compliance with each applicable term of this
agreement.
II. Retention of Jobs After Expiration of Tax Abatement
A. Retention
PARTNERSHIP agrees that, for a period of three (3) years from and after the
expiration of the Tax Abatement Agreement between H-W Commercial
Warehouse, Inc., assigned to Paris Warehouse 107, Inc., dated April 13, 1998, it
will not reduce, nor will it permit Paris Warehouse 107, Inc. to reduce, if
applicable, below twenty-two (22) the number of permanent jobs created in
consideration of the tax abatement.
B. Annual Reporting
The PARTNERSHIP agrees that it will provide CITY with an annual, sworn report
which contains the following information: (a) the name of current employee in the
retained job, date of hire, and place of residence of the hiree, and (b) statement as
to whether or not the twenty-two (22) retained jobs are still in existence and filled.
Additionally, PARTNERSHIP shall certify, in writing, that it is in compliance with
each applicable term of this Section.
III. Retention of Jobs at Warehouse Facility
A. Retention
PARTNERSHIP agrees that, for a period of ten (10) years from the date of this
Agreement, it will not reduce below one hundred (100) the number of permanent
jobs at the Paris warehouse facility located at 2300 13th Street S.W., Paris, Texas,
for work to be performed substantially either (a) at the site of the warehouse
facility, or (b) in support of operations performed by others at the site of the
warehouse facility.
B. Initial and Annual Reporting
1. The PARTNERSHIP further agrees that it will, within ninety (90) days of
the date of this agreement, provide CITY with a sworn report which
contains the names of current employee in the retained jobs, dates of hire,
and places of residence of the hiree.
2. The PARTNERSHIP further agrees that it will provide CITY with an
annual, sworn report which contains the following information: (a) the
name of current employee in the retained job, date of hire, and place of
residence of the hiree, and (b) statement as to whether or not the one
hundred (l00) retained jobs are still in existence and filled. Additionally,
PARTNERSHIP shall certify, in writing, that it is in compliance with each
applicable term of this Section.
IV. Default
In the event that (a) the IMPROVEMENTS described in Section I hereof are not
completed in accordance with this AGREEMENT; or (b) ad valorem taxes owed the CITY
become delinquent and failure to timely and properly follow the legal procedures for
protest or contest of any such ad valorem taxes occurs; or (c) PARTNERSHIP breaches
any of the terms and conditions of this AGREEMENT, then this AGREEMENT shall be
in default. In the event the PARTNERSHIP defaults in its performance of either (a), or
(b) or (c) above, then the CITY shall give the PARTNERSHIP written notice of such
default and if the PARTNERSHIP has not cured such default with thirty (30) days of said
written notice, or, if such default cannot be cured by the payment of money and cannot,
with due diligence, be cured within a ninety (90) day period due to cause beyond the
control of the PARTNERSHIP, this AGREEMENT may be modified or terminated by the
CITY. Notice shall be in accordance with paragraph VII.C. As liquidated damages in the
event of default, PARTNERSHIP agrees to pay to CITY the sum of $50,000.00 for the
purchase of 13th Street S.W., and such amount will become a debt to the CITY and shall
be due, owing, and paid to the CITY within sixty (60) days of the expiration of the above-
mentioned applicable cure period as the sole remedy of the CITY subject to any and all
lawful offsets, settlements, deductions, or credits to which PARTNERSHIP may be
entitled.
V. No Conflict of Interest
The CITY represents and warrants that the PROPERTY does not include any property that
is owned by a member of the City Council approving, or having responsibility for the
approval of, this AGREEMENT.
VI. Conditions
The terms and conditions of the AGREEMENT are binding upon the successors and
assigns of all parties hereto.
VII. Authority to Contract
A. This AGREEMENT was authorized by resolution of the City Council at its
regularly scheduled meeting on the 12th day of April, 1999, authorizing the Mayor
Pro Tern to execute the AGREEMENT on behalf of the City.
B. This AGREEMENT was entered into by WE-PACK LOGISTICS, L.P. pursuant
to authority granted to Chip Harper, President.
C. This AGREEMENT shall constitute a valid and binding AGREEMENT between
the CITY and PARTNERSHIP when executed in accordance herewith, regardless
of whether any other taxing unit executes a similar agreement for tax abatement.
VIII. Legal
A. No officer, official or agent of the CITY has the power to amend, modify or alter
this AGREEMENT or waive any of its conditions or to bind the CITY by making
any promise or representation not contained herein.
B. This AGREEMENT, except by operation of law, shall not be assigned or
transferred by PARTNERSHIP, without the prior written consent of CITY, which
consent shall be at the sole discretion of the CITY.
C. Any written notice required or permitted under the terms of this AGREEMENT
shall be given and be deemed to have been duly served if either (1) delivered in
person, or (2) deposited certified mail, return receipt requested, postage prepaid
in the United States mail, addressed to the designated representative of the
respective parties which are designated as follows:
PARTNERSHIP
Chip Harper, President
H-W Commercial Warehouse, Inc.
2510 S. Church Street
Paris, Texas 75460
CITY
City Manager
City of Paris
P. O. Box 9037
Paris, Texas 75461-9037
With a copy to:
We-Pack Logistics, Inc.
2510 S. Church Street
Paris, Texas 75460
With a copy to:
City Clerk
City of Paris
P. O. Box 9037
Paris, Texas 75461-9037
D. If any term or provision of this AGREEMENT shall be declared unconstitutional
or void by any court of competent jurisdiction, the constitutionality and validity of
the remainder of said AGREEMENT shall not be affected thereby, and to this end
the terms and provisions of said Agreement are declared to be severable.
E. This AGREEMENT sets forth the entire understanding between the parties, and
any other understandings or agreements shall be canceled and superseded by this
AGREEMENT upon the date of execution hereof. None of the terms of this
AGREEMENT shall be waived, discharged, altered or modified in any respect,
except by an Agreement in writing signed by both parties and specifically referring
to this AGREEMENT. The captions in this AGREEMENT are included for
convenience only and shall not be taken into consideration in any construction or
interpretation of this AGREEMENT or any of its provisions. This AGREEMENT
is performable in Lamar County, Texas, and shall be governed by, construed and
enforced in accordance with the laws of the State of Texas. The provisions of this
AGREEMENT shall apply to, bind and inure to the benefit of the CITY,
PARTNERSHIP, and their respective successors, and permitted assigns, if any.
Witness our hands this 12th day of April, 1999.
CITY OF PARIS, PARIS, TEXAS
By: mlll1fJ; {);a1YJ drsA.vtL~
Mary A n Fisher, Chairperson
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Scott P. Foster, City Attorney
WE-PACK LOGISTICS, L.P.
By:
Chip Harper, President
ATTEST:
Susan Harper, Secretary