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1990-039-RES WHEREAS, by Resolution duly adopted by the City of the City of Paris, Paris, Texas on May 10, 1990 RESOLUTION NO. 90-039 WHEREAS, by Resolution duly adopted by the City Council of the City of Paris, Paris, Texas on May 10, 1990, the City elec ted to par t ic i pa te in tax aba temen t in accordance wi th the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~312.001 et.seq.; and adopted Guidelines and Criteria for Designation of Reinvestment Zones and Tax Abatement Agreements; and, WHEREAS, the Texas Department of Commerce authorized and approved the creation and designation of the Paris Enterprise Zone, including among other property the real property described in Exhibit A attached hereto, pursuant to the Agreement for Designation of an Enterprise Zone, dated June 1, 1989, by and between the Texas Department of Commerce and the City of Paris; and, WHEREAS, Section 312.2011 of the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~ 312.001 et.seq. prov ides that des igna t ion of an ar ea as an en terpr i se zone under the Texas Enterprise Zone Act constitutes designation of the area as a reinvestment zone under the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~ 312.001 et.seq., without further hearing or other procedural requirements or other designation; and, WHEREAS, by Ordinance No. 89-036 duly adopted by the City Council of the City of Paris, Paris, Texas, on October 2, 1989, the City established and designated Reinvestment Zone No. One, encompassing the real property described in Exhibit A attached hereto for purposes of the Tax Increment Financing Act and the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~ 312.001 et.seq.; and, WHEREAS, Campbell Soup Company owns certain real property in the City of Paris, located within Reinvestment Zone No. One, on which Campbell Soup Company has constructed and is currently operating a prepared food manufacturing plant and related facilities; and, WHEREAS, the existing facilities are leased by Campbell Soup Company to and operated by Campbell Soup (Texas) Inc., a wholly-owned subsidiary of Campbell Soup Company; and, WHEREAS, Campbell Soup Company proposes to mod ify and improve the existing facilities by the construction and installation of certain improvements which Campbell Soup Company anticipates will increase the efficiency of the facilities, thereby facilitating the maintenance of current employment positions at the facilities, and creating approximately 50 additional full-time employment positions; and, WHEREAS, the Campbell Soup Company and Campbell Soup (Texas), Inc. s ubmi t ted an appl ica t ion for tax abatement to the City in accordance with the Guidelines and Criteria for Designation of Reinvestment Zones and Tax Abatement Agreements; and, Code ~ 312.001 et.seq. and the Guidelines and Criteria for Designation of Reinvestment Zones and Tax Abatement Agreements to exempt a portion of the value of the property owned by Campbell Soup Company located in what is to be designated Reinvestment Zone No. One from ad valorem taxation upon and subject to the terms, conditions and provisions set forth in the Tax Abatement Agreement attached hereto as Exhibit B and incorporated herein for all purposes; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that: Section 1. The facts and recitations contained in the preamble of this Resolution are hereby found and declared to be true and correct. Section 2:. The City Council hereby designates the real property described in Exhibit A attached hereto, heretofore designated as a reinvesmtnet zone as Reinvestment Zone Number One, City of Par is, Par is, Texas, in accordance with and for the purposes of Section 312.2011 of the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~312.001 et.seq. See t ion 3. The City Counc i 1 hereby finds and determines that the terms of the Tax Abatement Agreement attached hereto as Exhibit B and the property subject to the Agreement meet the criteria for tax abatement as set forth in the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~312.001 et.seq. and in the Guidelines and Criteria for Designation of Reinvestment Zones and Tax Abatement Agreements adopted by the City of Paris. Section 4. Pursuant to Section 312.204 of the Property Redevelopment and Tax Abatement Act, V.T.C.A., Tax Code ~312.001 et.seq., the City Council hereby authorizes the execut ion, de 1 i very and per formance by the City of the Tax Abatement Agreement with Campbell Soup Company and Campbell Soup (Texas), Inc., in the form attached hereto as Exhibit B. The Mayor is hereby author ized to execute the Tax Abatement Agreement on behalf of the City, and to do or cause to be done all things necessary to effect such Agreement. Section 5. If any portion of this Resolution with Exhibits A and B incorporated therein shall, for any reason, be declared invalid by any court or competent jurisdiction, such invalidity shall not effect the remaining portions or provisions hereof. BE IT FURTHER RESOLVED, that the action taken in Resolution No. 89-100, approved on October 2, 1989, is in all things ratified. Passed and adopted this the 10t9/.day.}o'f May, 1990. ~:A~--) ~'C--L ,~ Eric S. Clifford, Mayor ATTEST: Property Description Approximately nine (9) acres of property owned by Campbell Soup Company, 'at 500 Loop 286 N.W., in the City of Paris, Lamar County, Texas, and more particularly described as follows: BEGINNING at a point in the West Boundary Line of the st. Louis-San Francisco Railway Right of Way Line, said point being North 230 East, 610 feet more or less from the Southeast corner of the Campbell Soup Company property, same being the Southeast corner of a 20.987 acre tract of land purchased by Campbell Soup Company from Paris, Texas, Industrial Foundation, Inc.; THENCE North 670 West, 340 feet more or less to a line that is 45 feet East of and parallel to. the East wall of Campbell Soup Company Office Building L-1i THENCE Northeasterly with said line that is' 45 feet East of and parallel with the East wall of Building L-1, 840 fe~t more or less to a point; THENCE Northwesterly 110 feet more or less to the East wall of Production Building L-4; THENCE Northeasterly with the East wall of Building L-4, 200 feet more or less to a point; THENCE Southeasterly 440 feet more or less to a point in the West Boundary Line of the st. Louis-San Francis- co Railway Company Right of Way Line; . THENCE Southerly along the West Boundary Line of said railroad Right of 'Way Line, 1,060 feet more or less. to' the place of beginning. jmw4:408/cgl EXHIBIT A . . STATE OF TEXAS ~ COUNTY OF LA~~R ~ 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 bus iness 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 "p ar is Plan t" . The land, bu i ld ings , fix tures , and other real property improvements which constitute the Paris Plant are owned by CAMPBELL and leased to CAMPBELL TEXAS. All the tangible personal property located at and used by CAMPBELL TEXAS in connection with its operation of the Paris Plant is owned by CAMPBELL TEXAS. 1.2. CAMPBELL is considering making certain major real r.roperty improvements to the Paris Plant, hereinafter called the I Improvements" . The Improvements cons is t pr imar i ly of constructing an approximately 200,000 square foot masonry, mostly pre-cast concrete, and steel building, to house initially, 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- EXHIBIT B . . n~__1 1.3 The City of Paris has heretofore designated certain property, including the real property on which the Paris Plant is loca ted, as the Par is Enterpr ise Zone pur suan t to the Texas Enterprise Zone Act, and as a reinvestment zone for purposes of the Texas Tax Increment Financing Act and the Texas Property Redevelopment and Tax Abatement Act. 1.4. 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. 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. IV. Tax Abatement 4.1. The CITY, ac t ing under and pur s uan t to the sa id Texas Property Redevelopment and Tax Abatement Act, hereby covenants and agrees to abate, -2- (a) all CITY real property taxes that would otherwise be payable with respect to the Improvements, and (b) all CITY personal proper ty taxes that would otherwise be payable with respect to all personal property, save and except inventory and supplies, that is brought onto the land descr i bed on "Exh i bi t A" on or af ter the beg inning 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. VI. Development In Zone 6.1. Improvements shall be used for the purpose of proces sing and packag ing of food produc ts a t the Par i s 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 A" 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. VI I I. 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, -3- it and each tax i ng ent i ty enter ing in to iden t ica 1 Agreements, 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 sian rev iewed 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 will terminate and will not be reinstituted, 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 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 paragraph, notice shall be given in writing no later than March 31, 1994. X. Legal 10 . 1. No 0 f f ice r, 0 f f i cia lor age n t 0 f 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. 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. -4- 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 Vice President-Taxes Campbell Soup Company P. O. Box 391 Camden, New Jersey 08101 CITY City Manager City of Paris P. O. Box 9037 Paris, TX 75461-9037 With a copy to: With a copy to: City Clerk City of Paris P. O. Box 9037 Paris, Texas 75461-9037 Vice President-General Manager Campbell Soup (Texas) Inc. P. O. Box 9016 Paris, Texas 75461-9016 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, 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, CAMPBELL, and CAMPBELL TEXAS, and the ir respec t i ve successors, and permitted assigns, if any. 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. -5- Executed and effective as of , 1990. ATTEST: CITY OF PARIS By: MATTIE CUNNINGHAM, City Clerk ERIC S. CLIFFORD, Mayor APPROVED AS TO FORM: T. K. HAYNES, City Attorney ATTEST: CAMPBELL SOUP COMPANY BY: JAMES J. BALDWIN, Vice President-Taxes ATTEST: CAMPBELL SOUP (TEXAS) INC. By: EDWARD A. HERNAN, Vice President and General Manager Exhibits: Exhibit A - Property Description -6- EXHIBIT A Property Description Approximately nine (9) acres of property owned by Campbell Soup Company, at 500 Loop 286 N.W., in the City of Paris, Lamar County, Texas, and more particularly described as follows: BEGINNING at a point in the West Boundary Line of the st. Louis-San Francisco Railway Right of Way Line, said point being North 230 East, 610 feet more or less from the Southeast corner of the Campbell Soup Company property, same being the Southeast corner of a 20.987 acre tract of land purchased by Campbell Soup Company from Paris, Texas, Industrial Foundation, Inc.; THENCE North 670 West, 340 feet more or less to a line that is 45 feet East of and parallel tQ the East wall of Campbell Soup Company Office Building L~ii THENCE Northeasterly with said line that is' 45 feet East of and parallel with the East wall of Building L-1, 840 fe~t more or less to a point; THENCE Northwesterly 110 feet more or less to the East wall of Production Building L-4; . THENCE Northeasterly with the East wall of Building L-4, 200 feet more or less to a point; THENCE Southeasterly 440 feet more or less to a point in the West Boundary Line of the st. Louis-San Francis- co Railway Company Right of Way Line; THENCE Southerly along the West Boundary Line of said railroad Right of Way Line, 1,060 feet more or less to the place of beginning. jmw4:408/cgl