Loading...
1989-122-RES WHEREAS, CITY COUNCIL PASSED ORD NO 89-036 RESOLUTION NO. 89-122 WHEREAS, the City Council of the City of Paris, Paris, Texas, did heretofore, pass Ordinance No. 89-036 designating a Reinvestment Zone which permits the granting of tax abatement; and WHEREAS, said Reinvestment Zone encompasses real property owned by Campbell Soup Company, upon which it desires to make industrial improvements in the form of an additional manufacturing facility which will house machinery, equipment, and inventories owned by Campbell Soup (Texas) Inc.; and WHEREAS, Campbell Soup Company and Campbell Soup (Texas) Inc., have requested tax abatement as permitted by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Tax Code, Vernon's Texas Codes Annotated; and WHEREAS, the City Council of the City of Paris deems it appropriate to grant tax abatement upon the terms and conditions and in the form of the Tax Abatement Agreement attached hereto as Exhibit A; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, That the terms and conditions of the "Tax Abatement Agreement" in the form attached hereto as Exhibit A, are approved. BE IT FURTHER RESOLVED, That the mayor of the City of Paris, Eric S. Clifford, be, and he is hererby authorized and directed to execute on behalf of the City of Paris the "Tax Abatement Agreement" with Campbell Soup Company and Campbell Soup (Texas) Inc., attached hereto as Exhibit A. Passed and adopted this 2nd day of October, 1989. 4----, -~ Eric S. Clifford, Mayor ATTEST: , ~~~'. ~~""ML-n.~FJ Mattie Cunningham, City ler APPROVED ~ T. K. STATE OF TEXAS COUNTY OF LAMAR ~ ~ KNOW ALL MEN BY THESE PRESENTS: TAX ABATEMENT AGREEMENT THAT, the CITY OF PARIS, a municipal corporation, situated in Lamar County, Texas, acting by and through its Mayor, Eric S. Clifford, duly authorized, hereinafter called CITY, and CAMPBELL SOUP COMPANY, a New Jersey corporation, authorized to do business in the State of Texas, by and through its Vice President - Taxes, James J. Baldwin, hereinafter called CAMPBELL, and CAMPBELL SOUP (TEXAS) INC., a Texas corporation authorized to do business in the State of Texas, acting by. and through its Vice President-General Manager, Edward A. Hernan, hereinafter called CAMPBELL TEXAS, do hereby contract and agree as follows: 1. Background 1.1. CAMPBELL TEXAS, a wholly-owned subsidiary of CAMPBELL, operates a major prepared food manufacturing plant located within the corporate limits of the City of Paris, hereinafter called the "Paris Plant". The land, buildings, fixtures, and other real property improvements which constitute the Paris Plant are owned by CAMPBELL and leased to CAMPBELL TEXAS. All the tangible -1- EXHIBIT A personal property located at and connection with its operation of used by the Paris CAMPBELL TEXAS in Plant is owned by CAMPBELL TEXAS. 1.2. CAMPBELL is considering making certain major real property improvements to the Paris Plant, hereinafter called the "Improvements". The Improvements consist primarily of constructing an approximately 200,000 square foot masonry, mostly pre-cas t concrete, and steel bu ild ing, to house ini t ially machinery and equipment required to manufacture and package "prego" brand products, juice products in glass or aluminum containers, and microwaveable food products. The real property upon which the Improvements would be located consists of an approximately nine (9) acre tract of land in the Reddin Russell Survey of Lamar County, which occupies a portion of Lot 14, City Block 297, as designated by the City of Paris Tax Map, and which is included within the corporate limits of the City of Paris, which is more particularly described on "Exhibit A", attached hereto and incorporated herein for all legal purposes. 1.3. As an inducement to CAMPBELL to make the Improvements, and as inducement to CAMPBELL TEXAS to agree as hereinafter provided with respect to creating new jobs, CITY is willing to enter into this Agreement and to provide the tax abatements hereinafter described. -2- of two (2) years from and after the expiration of this Agreement, said two (2) years beginning on the 1st day of January, 1995, and ending on the 31st day of December, 1996. 9.2. In order for CAMPBELL or CAMPBELL TEXAS to exercise the option granted in the above subparagraph, notice shall be given in writing no later than March 31, 1994. X. Legal 10.1. No officer, official or agent of the CITY has the power to amend, modify or alter this Agreement or waive any df its cond i t ions or to bind the CITY by mak ing any promise or representation not contained herein. 10.2. This Agreement, except by operation of law, shall not be assigned or transferred by CAMPBELL or CAMPBELL TEXAS, without the prior written consent of CITY. 10.3. 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 and CAMPBELL TEXAS CITY Vice President-Taxes Campbell Soup Company P. O. Box 391 Camden, New Jersey 08101 City Manager City of Paris P. O. Box 9037 Paris, TX 75461-9037 -7- II. Improvements 2.1. CAMPBELL hereby agrees to make the Improvements. CAMPBELL agrees to furnish to CITY a copy of CAMPBELL's construction plans for said building as soon as they are available, but in any case, before commencement of construction, Le., before the drilling of the foundation piers. Such plans, and any and all other plans furnished to CITY by CAMPBELL or CAMPBELL TEXAS, describing the Improvements shall be deemed incorporated into this Agreement to the extent required to be incorporated in order to comply with Section 312.205 of the Texas Property Redevelopment and Tax Abatement Act. III Jobs 3.1. Not later than January 31, 1991, CAMPBELL TEXAS will create at least fifty (50) 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. 3.2. CAMPBELL TEXAS agrees that, during that portion of the term of this Agreement occurring subsequent to January 31, 1991, including the extension of the primary term as provided in Section IX, it will not reduce below fifty (50) the number of such new, permanent jobs so created. -3- IV. Tax Abatement 4.1. The land described on "Exhibit A" is part of the Paris Enterprise Zone, created under the Texas Enterprise Zone Act. By reason of having been so created said land became eligible to be designated by ordinance of the City of Paris, a "Reinvestment Zone" under the Texas Property Redevelopment and Tax Abatement Act, Chapter 312 of the Tax Code, Vernon's Texas Codes Annotated. 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 otherwise be payable with respect to the Improvements, and (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 land described on "Exhibit A" on or after the beginning of the term of this Agreement, for a primary period of five (5) years with an option to extend for an additional two (2) years as hereinafter provided, commencing with the tax year beginning January 1 , 1990. V. Term 5.1. The term of this Agreement shall begin on the 2nd day of October, 1989, with, as aforesaid, tax abatement granted herein beginning with the tax year beginning January 1, 1990, and expiring on December 31, 1994, subject to the option to extend hereinafter described. -4- VI. Development in Zone 6.1. Improvements shall be used for the purpose of processing and packaging of food products at the Paris Plant. Such use will encourage industrial expansion and the creation of additional jobs. VII. Compliance Provisions 7.1. CAMPBELL and CAMPBELL TEXAS shall provide access to and authorize inspection of the land described on "Exhibit AU by CITY'S employees and agents to insure that the Improvements are made according to the specifications and conditions of this Agreement, and CAMPBELL TEXAS shall provide evidence as to the creation of the fifty (50) new, permanent jobs described in this Agreement. VIII . Cancellation 8.1. The tax abatement herein provided for shall be conditioned upon CAMPBELL and CAMPBELL TEXAS complying with the terms and conditions of this Agreement. Should such compliance come into question, the CITY'S Council may call a public hearing to determine the question of compliance. Should CITY'S Council find that in good faith and after a fair and complete review of the facts that CAMPBELL or CAMPBELL TEXAS has failed to comply, it and each taxing entity entering into identical Agreements, -5- will declare this Agreement in default and cancel the Agreement. If CAMPBELL or CAMPBELL TEXAS disagrees with CITY Council's find ings, it may have the dec i s ion reviewed de novo by a Texas State Court of appropriate jurisdiction, and otherwise avail itself of the legal remedies available under the laws of the State of Texas. Upon any such cancellation during the first five (5) tax years of abatement, tax abatement will terminate, and will not be reinstituted, retroactively to the beginning of the first tax year of abatement under this Agreement and the taxes abated hereunder will become due and payable and will become a lien upon the taxed property. Upon any such cancellation during the two (2) year renewal and extension period described in Section IX below, tax abatement wi 11 terminate and will not be reins t i tuted, and taxes abated during the tax year of cancellation will become due and payable and become a lien upon the taxed property; however, there will be no retroactive reinstitution or collection of taxes abated for any prior tax year. IX. Extension Option 9.1. In the event CAMPBELL and CAMPBELL TEXAS shall each keep each and every Agreement contained herein and do and perform all the obligations required of them hereunder during the term of this Agreement, an option is hereby given and granted to each of them to renew and extend this Agreement for an additional period -6- With a copy to: With a copy to: Vice President-General Manager Campbell Soup (Texas) Inc. P. O. Box 9016 Paris, Texas 75461-9016 City Clerk City of Paris P. O. Box 9037 Paris, Texas 75461-9037 10.4. 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. 10.5. This Agreement sets forth the entire understanding 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 specifical- ly 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 shall be governed by, cons trued 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 CAMPBELL TEXAS, and their respective successors, and permitted assigns, if any. -8- XI. City's Authority to Abate 11.1 The parties recognize and agree that CITY'S authority to abate taxes is limited and governed by the laws of the State of Texas, which CITY certifies that it has complied with in order that the abatement herein agreed to may be effected. CITY OF PARIS By: Eric S. Clifford, Mayor ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: T. K. Haynes, City Attorney CAMPBELL SOUP COMPANY BY: James J. Baldwin, Vice President-Taxes ATTEST: -9- CAMPBELL SOUP (TEXAS) INC. By: Edward A. Hernan, Vice President General Manager ATTEST: -10-