1993-036-RES WHEREAS, the City Council of the City of Paris did heretofore in Resolution No. 92-073 establish the
RESOLUTION NO. 93- 036
WHEREAS, the City Council of the City of Paris did
heretofore in Resolution No. 92-073 establish the Guidelines
and Criteria for Reinvestment Zone No, Three and in
Ordinance No, 92-033 designate Reinvestment Zone No, Three
and authorize Tax Abatement Agreement between Merico, Inc,
and the City of Paris; and,
WHEREAS, the
established in the
upon Merico, Inc.,
Agreement; and,
requirements for hiring practices
Guidelines and Criteria which are binding
were not included within the Tax Abatement
WHEREAS, it is deemed to be appropriate to avoid
confusion in the future to include such hiring practice
requirement in said Tax Abatement Agreement in the form of
Exhibit A attached hereto; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the Mayor of the City of Paris, George Fisher,
be, and he is hereby authorized and directed on behalf of the
City of Paris to execute the First Amended Tax Abatement
Agreement for Reinvestment Zone No. Three, with Merico, Inc.,
attached hereto as Exhibit A.
Passed and adopted this 15th day of March, 1993.
~st.~
ATTEST:
Mattie Cunningham,
APPROVED A
THE STATE OF TEXAS
COUNTY OF LAMAR
~
~
FIRST ANENDED
TAX ABATEMENT AGREEMENT
This agreement is entered into by and bet\veen the City
of Paris, Paris, Texas, a municipal corporation of Lamar
County, Texas, acting by and through its Mayor, George
Fisher, duly authorized, hereinafter referred to as CITY, and
MERICO, INC" acting by and through its President,
hereinafter referred to as OWNER.
WITNESSETH:
\iHEREAS, on the 14th day of September, 1992, the City
Council of the City of Paris, Paris, Texas, passed an
Ordinance establishing Reinvestment Zone No. Three 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;
and,
WHEREAS, the CITY has previously adopted a policy on tax
abatement incentives; and,
WHEREAS, the pol icy 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 has adopted a resolution stating that
it elects to be eligible to participate in offering tax
abatement agreements; and,
WHEREAS, in order to maintain or enhance the commercial
and industrial economic and employment base of the Paris area
for the long term interest and benefit of the CITY: 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. Three in accordance
with the purposes for its creation and are in compliance with
the CITY'S policy on tax abatement incentives and the
ordinance creating such reinvestment zone adopted by the CITY
and all applicable laws;
NOW THEREFORE, the Parties hereto do mutually agree as
follows:
MERICO, INC, TAX ABATEMENT AGREEMENT - Page 1
EXHIBIT A
Property
~l, The property to be the subject of the AGREEMENT shall be
that property described by metes and bounds and map attached
hereto as EXHIBIT A and made a part hereof and shall be
hereinafter referred to as PROPERTY,
Improvements
~2. The OWNER shall make improvements to the property as
specifically described in Exhibits A and B, hereinafter
referred to as IMPROVEMENTS, with a total improvement cost of
at least $4,000,000.00 and substantially complete the same on
or about December 31, 1993; provided, that OWNER shall have
such additional time to complete the IMPROVEMENTS as may be
required in the event of "force majeure" if OWNER 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
OWNER including, without limitation, acts of God or the
public enemy, war, riot, civil commotion, insurrection,
governmental or de facto governmental action (unless caused
by ac ts or omiss ions of OWNER), fires, explos ions, floods,
and 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,
Jobs
n, (1) Not later than December 31, 1993, OWNER wi 11
create at least forty (40) 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
per formed by other s at the site of the IMPROVEMENTS. Such
jobs to be filled with priority being given 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.
(2) OWNER agrees that, during that portion of the term
of this AGREEMENT occurring subsequent to December 31, 1993,
it will not reduce below forty (40) the number of such new,
permanent jobs so created.
Use of Property
~4, The OWNER agrees and covenants that it will diligently
and faithfully, in a good and workmanlike manner, pursue the
MERICO, INC. TAX ABATEMENT AGREEMENT - Page 2
completion of the IMPROVEMENTS as a good and valuable
consideration of this AGREEMENT, OWNER 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, OWNER 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 prepared food manufacturing plant and related
facilities,
Default
~5. In the event that (a) the IMPROVENENTS for which an
abatement has been granted are not completed in accordance
with this AGREEMENT or (b) OWNER 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) OI'lNER breaches any of
the terms and conditions of this AGREEMENT, then this
AGREEMENT shall be in default. In the event that the O~NER
defaults in its performance of either (a), or (b) or (c)
above, then the CITY shall give the OWNER written notice of
such default and if the OWNER 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 gO-day period owning to cause
beyond the control of the OWNER, this AGREEMENT may be
terminated by the CITY. Notice shall be in writing and shall
be delivered by personal delivery or certified mail to the
OWNER at the address of as shown in this section. As
liquidated damages in the event of default, all taxes which
otherwise would have been paid to the CITY without the
benefit of abatement (interest will be charged at the
statutory rate for delinquent taxes as determined by Section
33.01 of the Proper ty Tax Code of the S ta te of Texas, but
without the addition of a penalty) 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 OWNER may be entitled. The parties
acknowledge that actual damages in the event of default and
termination would be speculative and difficult to determine.
Notice
~6. 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 (a) delivered in person, or (b)
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:
MERIca, INC, TAX ABATEMENT AGREEMENT - Page 3
IF TO CITY:
IF TO OWNER:
City Manager
City of Paris
p, 0, Box 9037
Paris, TX 75461-9037
Merico, Inc,
2020 19th Street N.W.
Paris, TX 75460
ATTN: Plant Manager
Appraisal
P. It is understood and agreed among the parties that the
PROPERTY, also knows as Tax Reinvestment Zone Number Three,
shall be appraised at market value for the purposes of
property tax assessment effective January 1, 1992, and
continued at market value until the expiration of this
AGREEMENT,
Conflict of Interest
~8. 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.
Assignment
~9. The terms and cond it ions of the AGREEMENT are bind ing
upon the successors and assigns of all parties hereto.
However, this AGREEMENT cannot be ass igned by OWNER other
than to either the Parent Corporation or a wholly-owned
subsidiary of OWNER unless written permission is first
granted by the CITY, which permission shall be at the sole
discretion of the CITY.
Indemnification
~10. It is understood and agreed between the parties that the
OWNER, in performing its obligations hereunder, is acting
independently and the CITY assumes no responsibility or
obligations hereunder, and the CITY assumes no responsibility
or liability in connection therewith to third parties and
OWNER 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
hereunder, is acting independently, and the OWNER assumes no
responsibility or liability in connection therewith to third
parties and the CITY agrees to indemnify and hold harmless
the OWNER therefrom.
Inspection
HI. The OWNER further agrees that the CITY,
employees, shall have reasonable right of
its agents and
access to the
MERICa, INC. TAX ABATEMENT AGREEMENT - Page 4
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 that the same have been validly waived. 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.
Abatement
~12, Subject to the terms and conditions of this AGREEMENT,
and subject to the rights and holders of any outstanding
bonds of the CITY, a portion of ad valorem real property
taxes from the property otherwise owed to the CITY shall be
abated, Said abatement shall be an amount equal to 100% of
the taxes assessed upon the increased value of the
IMPROVEMENTS (including real and personal property) over the
value in the year in which this AGREEMENT is executed and in
accordance with the terms of this AGREEMENT and all
applicable state and local regulations or valid waiver
thereof; provided that the OWNER shall have the right to
protest or contest any assessment of the property and said
abatement shall be applied to the amount of taxes finally
determined to be due as a result of any such protest or
contest. Said abatement shall extend for a period of seven
(7) years beginning from the first day of January of the year
following completion of the improvements.
Legal
H3. (1) This AGREEMENT was authorized by resolution of the
City Council at its regularly scheduled meeting on the 14th
day of September, 1992, authorizing the Mayor to execute the
AGREEMENT on behalf of the City.
(2) This AGREEMENT shall constitute a valid and binding
AGREEMENT between the CITY and OWNER pursuant to authority
granted by its Board of Directors on the 14th day of
September, 1992.
(3) This AGREEMENT shall constitute a valid and binding
AGREEMENT between the CITY and OWNER when executed in
accordance herewith, regardless of whether any other taxing
unit executes a similar agreement for tax abatement.
(4)
Texas,
This AGREEMENT is performable in Lamar County,
(5) This AGREEMENT is effective this 14th day of
September, 1992,
MERICO, INC. TAX ABATEMENT AGREEMENT - Page 5
WITNESS our hands this 15th day of March, 1993.
APPROVED:
George Fisher, Mayor,
City of Paris
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
T, K, Haynes, City Attorney
OWNER,
MERICa, INC.
ATTEST:
By:
Michael P. Swanson,
Vice President & General Manager
Rick Shannon, Controller
MERICa, INC. TAX ABATEMENT AGREEMENT - Page 6
EXHIBIT B
Description of Improvements
Merico, Inc., Earth Grains Division, agrees to
build a 13,200 square foot addition to its plant
located at 2020 19th Street N,W" in Paris, Texas.
This addition will be equipped with machinery and
equipment used in the manufacturing of bakery products,
The cost of this project is estimated to be between 4
and 8 million dollars. This construction will require
60-75 employees, and there will be 40-50 permanent
employees added to the work force because of this
addition,