1993-051-RES WHEREAS, the City Council of the City of Paris has been presented a proposed agreement by and
RESOLUTION NO. 93- 051
WHEREAS, the City Council of the City of Paris has been
presented a proposed agreement by and between the City of
Par is, Par is, Texas and Campbell Soup Company a New Jer sey
Corporation, providing for a commercial and industrial tax
abatement for certain improvements to be located in
Reinvestment Zone No. Four, a copy of which is attached
hereto and incorporated herein by reference hereinafter
called "AGREEMENT"; and,
WHEREAS, upon full review and consideration of the
AGREEMENT, and all matters attendant and related thereto, the
City Council is of the opinion that the terms and conditions
thereof should be approved, and that the Mayor should be
authorized to execute it on behalf of the City of Paris; NOW
THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS,
PARIS TEXAS:
1. The terms and conditions of the proposed AGREEMENT,
having been reviewed by the City Council of the City of
Paris and found to be acceptable and in the best
interes ts of the City of Par is and its citizens, are
hereby in all things approved.
2. The Mayor is hereby authorized to execute the AGREEMENT
and all other documents in connection therewith on
behalf of the City of Paris substantially according to
the terms and conditions set forth in the AGREEMENT.
3. That this approval and execution of the AGREEMENT on
behalf of the City is not conditional upon approval and
execution of any other tax abatement agreement by any other
taxing entity.
4. This resolution shall become effective from and after
its passage.
Passed and adopted this the 17th day of May, 1993.
-4ft3tit:~or
ATTEST:
~
Mattie Cunningham,
THE STATE OF TEXAS ~
COUNTY OF LAMAR ~
TAX ABATEMENT AGREEMENT
This agreement is entered into by and between the CITY
OF PARIS, a municipal corporation, situated in Lamar County,
Texas, acting by and through its Mayor, George Fisher, duly
authorized, hereinafter called CITY, and CAMPBELL SOUP
COMPANY, a New Jersey Corporation, acting by and through its
Vice President Taxes, James J. Baldwin, hereinafter
referred to as CAMPBELL.
WITNESSETH:
WHEREAS, on the 12th day of April, 1993, the City
Council of the City of Paris, Paris, Texas, passed Ordinance
No. 93-014 establishing Reinvestment Zone No. Four in the
City of Paris for commercial and industrial tax abatement,
hereinafter referred to as ORDINANCE, 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 did on
Resolution No. 93-030 pass
abatement incentives; and,
the 15th day of March, 1993, in
and adopt a policy on tax
WHEREAS, the policy on tax
constitutes appropriate guidelines and
abatement agreements to be entered
required by the Property Redevelopment
as amended; and,
abatement incentives
criteria governing tax
into by the CITY as
and Tax Abatement Act,
WHEREAS, the CITY did in said same Resolution No. 93-030
elect to be eligible to participate in offering tax abatement
agreements; and,
WHEREAS, in order to maintain and enhance the commercial
and industrial economic and employment base of the Paris area
for the long term interest and benefit of the CITY and its
citizens: and,
WHEREAS, the contemplated use of the property, as
hereinafter defined, the contemplated improvements to the
property in the amount as set forth in this AGREEMENT and the
other terms hereof are consistent with encouraging
development of said Reinvestment Zone No. Four in accordance
with the purposes for which it was created and are in
compliance with the CITY'S policy on tax abatement incentives
EXHIBIT A
and the ordinance creating such reinvestment zone adopted by
the CITY and all applicable laws; NOW THEREFORE, the Parties
hereto do mutually contract and agree as follows:
I.
Term
1.1. The term of this AGREEMENT shall begin on the May
17, 1993, with, as hereinafter provided, tax abatement
granted herein beginning with the tax year beginning January
1, 1994, and expiring on December 31, 1998, subject to the
option to extend hereinafter described.
II.
Area to be Improved
2.1. The property to be the subject of this agreement
shall be that property as described by metes and bounds and
depicted on the plat attached hereto as Exhibit A, which is
made a part hereof and shall be hereinafter referred to as
PROPERTY.
III.
Improvements
3.1. CAMPBELL shall make improvements to the PROPERTY
as follows: Expansion of existing building to include an
additional 67,760 square feet to be constructed upon the
herein described PROPERTY which will house the state of the
art two-piece can manufacturing equipment which will replace
the existing three-piece can manufacturing equipment for the
standard 211 x 400, No. 1 size can, all of which will be
particularly described in CITY'S Certificate of Completion
prepared after the completion and installation of the
improvements and machinery herein descr ibed which shall be
furnished to and filed with the Chief Appraiser of Lamar
County and the Tax Assessor and Collector of the City of
Paris. Said Certificate shall be duly executed by the Mayor
of the City of Paris. The improvements described in this
paragraph shall be hereinafter referred to as IMPROVEMENTS.
The IMPROVEMENTS will be at a cost in excess of $19,032,000,
and shall be substantially completed on or about January 1,
1995; provided, that CAMPBELL shall have such additional time
to complete the IMPROVEMENTS as may be required in the event
of "force majeure" if CAMPBELL is diligently and faithfully
p,ursuing completion of the IMPROVEMENTS. For this purpose,
'force majeure" shall mean any contingency or cause beyond
the reasonable control of CAMPBELL includ ing, wi thout
limitation, acts of God, or the public enemy, any natural
TAX ABATEMENT AGREEMENT - Page 2
disaster, war, riot, civil commotion, insurrection,
governmental or de facto governmental action, unless caused
by acts or omissions of CAMPBELL, 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.
IV.
Consideration
Improvements
4.1. CAMPBELL agrees and covenants that it will
diligently and faithfully, in a good and workmanlike manner,
pursue the completion of the IMPROVEMENTS as a good and
valuable consideration of this AGREEMENT, CAMPBELL 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 will procure a valid
waiver thereof. In further consideration, CAMPBELL shall
thereafter, from the date a Certificate of Occupancy is
issued until the expiration of this AGREEMENT, continuously
operate and maintain the PROPERTY as a food processing
plant.
V.
Consideration
Jobs
5.1. Not later than January 1, 1995, CAMPBELL will
prevent the loss of a significant number of jobs which
initially could be as much as 100 or as little as 20
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, and the institution of a hiring policy
to promote among equally qualified job applicants the hiring
of employees first from within the Enterprise Zone, second
from within the corporate limits of the City of Paris, and
third from 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.
5.2. CAMPBELL agrees that, during that portion of the
term of the AGREEMENT occurring subsequent to January 1,
1994, including the extension of the primary term as provided
in Section VII, it will not reduce below twenty (20) the
number of permanent jobs related to or in support of the
two-piece can manufacturing operation.
TAX ABATEMENT AGREEMENT - Page 3
VI.
Default
6.1. In the event that (a) the IMPROVEMENTS for which
an abatement has been granted are not completed in accordance
with this AGREEMENT or (b) CAMPBELL allows its ad valorem
taxes owed the CITY to become delinquent and fails to timely
and properly follow the legal procedures for protest or
contest of any such ad valorem taxes; or (c) CAMPBELL
breaches any of the terms and conditions of this AGREEMENT,
then this AGREEMENT shall be in default. In the event the
CAMPBELL defaults in its performance of either (a), or (b) or
(c) above, then the CITY shall give the CAMPBELL written
notice of such default and if the CAMPBELL 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 90-day period due
to cause beyond the control of the CAMPBELL, this AGREEMENT
may be terminated by the CITY. Notice shall be in accordance
with paragraph 13.3. As liquidated damages in the event of
default, all taxes which otherwise would have been paid to
the CITY without the benefit of abatement, together with
interest to be charged at the statutory rate for delinquent
taxes as determined by Section 33.01 of the Property Tax Code
of the State of Texas, with all penalties permitted by the
Property Redevelopment and Tax Abatement Act and the Property
Tax Code of the State of Texas, 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 CAMPBELL may be entitled. The parties
acknowledge that actual damages in the event of default and
termination would be speculative and difficult to determine.
VII.
Tax Abatement
7.1. It is understood and agreed among the parties that
the PROPERTY, also known as Tax Reinvestment Zone Number
Four, shall be appraised at market value prior to the
construction and installation of the IMPROVEMENTS for the
purposes of property tax assessment effective January 1,
1994, and continued at market value without said IMPROVEMENTS
until the expiration of this AGREEMENT. The CITY, acting
under and pursuant to the said Texas Property Redevelopment
and Tax Abatement Act, hereby covenants and agrees to abate,
(a) all CITY real property taxes that would other wise
be payable with respect to the IMPROVEMENTS, and
TAX ABATEMENT AGREEMENT - Page 4
(b) All CITY personal property taxes that would
otherwise be payable with respect to all personal
property, save and except inventory and supplies, that
is brought onto the PROPERTY described by metes and
bounds and depicted on the plat attached hereto as
Exhibit "A" as a part of the improvement project herein
described,
for a primary period of five (5) years beginning January 1,
1994, with an option to extend said period for an additional
two (2) years beginning January 1, 1999, as hereinafter
provided.
VIII .
Extension Option
8.l. In the event CAMPBELL shall keep each and every
agreement contained herein and do and perform all the
obligations required of CAMPBELL hereunder during the term of
th is AGREEMENT, an opt ion is hereby given and granted to
CAMPBELL to renew and extend this AGREEMENT for an additional
period of two (2) years from and after the expiration of this
AGREEMENT, said two (2) years beginning on the 1st day of
January, 1999, and ending on the 31st day of December, 2000.
8.2. In order for CAMPBELL to exercise the option
granted in the above paragraph, notice shall be given in
writing no later than March 31, 1998.
IX.
No Conflict of Interest
9.l. 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.
X.
Conditions
10.1. The terms and cond i tions of the AGREEMENT are
binding upon the successors and assigns of all parties
hereto.
10.2. It is understood and agreed between the parties
that CAMPBELL, in per forming its obligations hereunder, is
acting independently, and the CITY assumes no responsibility
or liability in connection therewith to third parties and
CAMPBELL agrees to indemnify and hold harmless the CITY
therefrom; it is further understood and agreed among the
parties that the CITY, in performing its obligations
TAX ABATEMENT AGREEMENT - Page 5
hereunder, is acting independently, and CAMPBELL assumes no
responsibility or liability in connection therewith to third
parties and the CITY agrees to indemnify and hold harmless
CAMPBELL therefrom.
XI.
Compliance Provisions
11.1. CAMPBELL 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 CAMPBELL shall provide
evidence as to the retention of a significant number of jobs
and of hiring policy described in this AGREEMENT and the
success of such policy. 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.
XII.
Authority to Contract
12.1. This AGREEMENT was authorized by resolution of
the City Council at its regularly scheduled meeting on the
May 17, 1993, authorizing the Mayor to execute the AGREEMENT
on behalf of the City.
12.2. This AGREEMENT was entered into by CAMPBELL SOUP
COMPANY pursuant to authority granted to James J. Baldwin,
Vice President - Taxes, Campbell Soup Company.
12.3. This AGREEMENT shall constitute a valid and
binding AGREEMENT between the CITY and CAMPBELL when executed
in accordance herewith, regardless of whether any other
taxing unit executes a similar agreement for tax abatement.
XIII.
Legal
13.1. 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.
TAX ABATEMENT AGREEMENT - Page 6
13.2 This AGREEMENT, except by operation of law, shall
not be assigned or transferred by CAMPBELL, without the prior
written consent of CITY, which consent shall be at the sole
discretion of the CITY.
13.3. 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:
CAMPBELL SOUP COMPANY
James J. Baldwin, Vice Pres.-Taxes
Campbell Soup Company
World Headquarters
Camden, New Jersey 08103-1799
CITY
City Manager
City of Par is
P. O. Box 9037
Paris, TX 75461-9037
With a copy to:
Dave Winkler, Vice Pres. Mfg.
Paris Operations
Campbell Soup Company
P. O. Box 9016
Paris, TX 75461-9016
13.3. 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.
With a copy to:
City Clerk
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
13.4. This AGREEMENT sets forth the entire understand-
ing between the parties, and any other understandings or
agreements shall be cancelled 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 wi th the laws of the State of Texas.
The provisions of this AGREEMENT shall apply to, bind and
inure to the benefit of the CITY, CAMPBELL, and their
respective successors, and permitted assigns, if any.
TAX ABATEMENT AGREEMENT - Page 7
Witness our. hands this 17th day of May, 1993.
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
T. K. Haynes, City Attorney
ATTEST:
Richard Quarles, Controller &
Director Financial Services
Southwest Region
ATTEST:
Pamela A. Meyer
TAX ABATEMENT AGREEMENT - Page 8
APPROVED:
CITY OF PARIS, PARIS, TEXAS
By:
George Fisher, Mayor
CAMPBELL SOUP COMPANY
RECOMMENDED BY:
Dave Winkler
Vice President Manufacturing
Paris Operation
CAMPBELL SOUP COMPANY
APPROVED BY:
James J. Baldwin
Vice President - Taxes
.
CAMPa ELL' SOUP COMPANY
CAMPBELL PLACE
CAMDEN, NJ 0810J-179~
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FIELD NotES
Being all that certain tract of land si~uated about 3 mile, Nortb of tho City
DC Pari., Lamar County, Texas, a part of the Rrddin Ru..ell Survey, 'Abstract No.
786, and being a part of a 669.397 acre tract hi land conveyed to Campbell Soup Co.,
a ~ev Jer,ey corporation, by deed rec~rded in Volume 373, Page'288 of the Lamar County
Deed Rccords and ~Qlng further described a. tol'ows:
. Co~cncing at a concrete monUDlCnt at th~ interuction of the North Boundary
line of Loop High\lay No. 286 with the'Wut DOUGAu)' Line of the I':iamlcbi Railroad,
said point being t.he Southeaot corner of the aboVD-~ntloaod 669.397 acro tract;
Thence Ilorth 23"00' East a dhtance of !c39.23 teet and North 69"56'45" Wut
a di.tance of 864.85 fDet to a point at the Southeast corner ot the Campboll Soup
main building, tbe pIacR ot beginning of tbe f~110uln8 de.cribed tract:
Thence South 20.03'15" Weat a diltance olf 160,0 leet to a point for corner;
Thaaee North 69"56'45" Wcst a distance oie 423.5 feet to 8 point for corner;
Thence North 20"03'15" East a dhtance 0" 160.0 foet to a point for cornet;
Thence South 69.56'45" East a di,tance o~ 423.5 feet to the place of beginaine
and containing 1.556 acre, of land.
I R. Brandon Chane)', Regi.tered Profe8~ional Land Surveyor No. ~057r St4~e :'
of Texa; cerlily that the above nat and Flelld Notu..dopict and reprennr:' an aC;{ua'~'
SurvllY l:I~dC on the ground tinder 1:1)' .tupervhioll and finished "5 .......,~-r.\'", , t~~~.Z
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STATt or TEXAS
CO\1NTY OF LAHAR
DEFORE ME, the under,igned authority, a ~ftt.ry Public in and for aaid County
/lnd State on thi" day pnr:eonally appeared R. ll'~1l11l1on Chaney know to 11I0 to be the
?er,on \lho,e nel:le is ,ub,cribed to the foro8ot~g instrument aDd 4e~noulAdpA tn m_