1998-075-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON 17TH DAY OF MAY
RESOLUTION NO. 98-075
WHEREAS, the City Council of the City of Paris did heretofore, on the 17th day of May,
1993, in Resolution No. 93-051, authorize the execution, delivery, and performance of an
agreement with Campbell Soup Company, pursuant to the Property Redevelopment and Tax
Abatement Act, V.T.C.A., Tax Code Sec. 312.001, et seq. ("Act"), and the Guidelines and
Criteria for Designation of Reinvestment Zones and Tax Abatement Agreements ("Guidelines"),
to exempt a portion of the value of the property owned by Campbell Soup Company located in
Reinvestment Zone No. Four from ad valorem taxation upon and subject to the terms, conditions,
and provisions set forth in the Tax Abatement Agreement, dated effective as of April 12, 1993
("Agreement"); and,
WHEREAS, the City Council of the City of Paris did heretofore, on the 8th day of June,
1998, in Resolution No. 98-[], authorize the execution of the First Amendment to Tax Abatement
Agreement for Reinvestment Zone No. Four granting an option to extend said agreement for an
additional two (2) year period expiring on December 31, 2000; and,
WHEREAS, Campbell Soup Company, having sold its two-piece can manufacturing
operation, has assured the purchaser thereof, Silgan Can Company, that it will make its best effort
to procure assignment of the tax abatement agreement upon the assurance by Silgan Can Company
of the retention of all existing jobs and the continuation all other obligations under said agreement;
and,
WHEREAS, Silgan Can Company has expressed its agreement to comply with the
obligations under the tax abatement agreement; therefore, it is deemed appropriate that the City
of Paris permit the assignment of said agreement thereto; and,
WHEREAS, the form of the Assignment of Tax Abatement Agreement from Campbell
Soup Company to Silgan Can Company, attached hereto as Exhibit A, should, in all things be
approved, and the Mayor, Charles H. Neeley, should be authorized to acknowledge approval of
said assignment by signing the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the
form of the Assignment of Tax Abatement Agreement from Campbell Soup Company to Silgan
Can Company, attached hereto as Exhibit A, be, and the same is hereby, approved; and,
BE IT FURTHER RESOLVED, that the Mayor, Charles H. Neeley, be, and he is
hereby, authorized and directed to acknowledge approval, on behalf of the City of Paris, of the
Assignment of Tax Abatement Agreement from Campbell Soup Company to Silgan Can Company
by signing the same in the form shown in Exhibit, attached hereto.
PASSED AND ADOPTED this 8th day of June, 1998.
riL~
Charles H. Neeley, Mayor
ATTEST:
'~
~ill\.'~~k~
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
5~~
Scott P. Foster, City Attorney
ASSIGNMENT OF TAX ABATEMENT AGREEMENT
STATE OF TEXAS ~
~
COUNTY OF LAMAR ~
KNOW ALL MEN BY THESE PRESENTS:
That CAMPBELL SOUP COMPANY, a New Jersey Corporation, acting by and through
its authorized officer whose signature appears below, for and in consideration of the sum of TEN
AND NO/lOO DOLLARS ($10.00) and other good and valuable consideration to it in hand paid
by SILGAN CAN COMPANY, a Delaware Corporation, the receipt and sufficiency of which is
hereby acknowledged, does hereby assign, transfer, and convey unto SILGAN CAN COMPANY
all of its rights, obligations, and responsibilities under the Tax Abatement Agreement between the
City of Paris and Campbell Soup Company, dated May 17, 1993, as the same pertains to the two-
piece can manufacturing equipment, a copy of which Agreement is attached hereto as Exhibit A.
EXECUTED this _ day of June, 1998.
CAMPBELL SOUP COMPANY
By:
Name:
Title:
ATTEST:
Secretary
ACCEPTANCE OF ASSIGNMENT
SILGAN CAN COMPANY, a Delaware Corporation, Assignee in the above assignment,
acting by and through its authorized officer whose signature appears below, does hereby covenant
and agree to assume and accept the obligations and responsibilities of Assignor above under the
above-referenced tax abatement agreement attached hereto as Exhibit A.
-
EXHIBIT A
SILGAN CAN COMPANY
By:
Name:
Title:
ATTEST:
Secretary
The aforesaid assignment is approved and accepted by the City of Paris, Paris, Texas, on this
the 8th day of June, 1998.
Charles H. Neeley, Mayor
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
Scott P. Foster, City Attorney
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 Ac t, as amended,
being V.T.C.A. Tax Code, Chapter 312; and,
WHEREAS, the CITY did on the 15th day of March, 1993, in
Resolution No. 93-030 pass and adopt a policy on tax
abatement incentives; and,
WHEREAS, the policy on tax abatement incentives
constitutes appropriate guidelines and criteria governing tax
abatement agreements to be entered into by the CITY as
required by the Property Redevelopment and Tax Abatement Act,
as amended; and,
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 in teres t and bene fit 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 described which shall be
furnished to and filed wi th 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 including, without
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,
acc idents, floods, and labor d i s pu tes or s tr i kes . The da te
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 la ter than January 1, 1995, CAMPBELL wi 11
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 occurr ing subsequent to January l,
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 wr itten
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 wi thout the benef i t of aba tement, together wi th
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 per sona 1 proper ty taxes tha t 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
8.1. 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
this AGREEMENT, an option 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
AGREEHENT, 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
9.1. 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 t ions 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 performing 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
mainta ined and opera ted in accordance wi th th is 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 therewi th 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.
XI I 1.
Legal
13.1. No officer, official or agent of the CITY has the
power to amend, modity 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,
pos tage prepa id in the Un i ted S ta tes ma i 1, addr essed to the
designated representative of the respective parties which are
designated as follows:
CITY
City Manager
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
With a copy to:
City Clerk
City of Paris
P. O. Box 9037
Par is, TX 7 5461- 903 7
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 provis ions. Th is AGREEMENT is per formable 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, 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:
ATTEST:
Ric ar ar es, Contra er &
Director Fin ncial Services
Paris Operat'ons
ATTEST:
APPROVED:
CITY OF PARIS, PARIS, TEXAS
By
CAMPBELL SOUP COMPANY
RECOMMENDED BY:
Ja# /ltdA
Dave Win ler
Vice President Manufacturing
Paris Operations
CAMPBELL SOUP COMPANY
APPROVED BY:
Itg~
win
nt - Taxes
.~~(\ O.
Pamela A. Meyer PAM A. MEYER
NOTARY PUBUC OF NEW JERSEY
tJ1 Commission Explrua ~ 14 1991
TAX ABATEMENT AGREEMENT - Page tl I
:AMPBELL SOUP COMPANY
~AMPBELL PLACE
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Being all that certain tract of land fituated about 3 mile, North of the City
of Pari" Lamar County, TeXBS, 0 part ot the R~ddin RUBaell Survey, 'Ab,tract No,
786, and. being a part of 8 669.397 acre tract j.f land conveyed to Campbell Soup Co.,
a ~ev Jersey corporation, by deed recorded in volume 373, Page'2BB of the LamAr COUnty
,
Deed Rccord3 and ~aing further de~cribed as !oJ'OW~:
Commencing at A concrete monument at th~ {ntersBetion ot the North Boundary
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FIELD NOtES