2014-006 - Approving an Economic Incentive Agreement between the Paris Economic Development Corporation and Campbell Soup Supply Company, LLC

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corporate authority under which it is organized; and Campbell Soup shall deliver to Paris EDC on the effective date of this Agreement, a certificate of its lawfully provided for resolutions authorizing the execution, delivery and performance of this Agreement, together with an incumbency certificate identifying its executive officers and the officers signing the documents. C. Campbell Soup has received at this time all necessary rights, licenses, leases, permits and other evidences of authority to conduct and carry on its business in the State of Texas in accordance with the representations it has made to Paris EDC herein. D. Campbell Soup is aware of the statutory limitations upon Paris EDC in entering into this Incentive Agreement with it, and is also aware of the use required by law to be made by Campbell Soup of the funds paid hereunder by Paris EDC pursuant to the provisions of the Texas Economic Development Corporation Act, Chapters 501 and 504 of the TEX. LOC. GOVT CODE. Campbell Soup further acknowledges and agrees that the funds provided to them hereunder as an economic incentive for creating new jobs and investing its capital in the City of Paris, Lamar County, Texas shall be utilized solely for the purposes authorized under the Texas Statute just cited and the terms of this Agreement. If an audit should ever determine that the funds were not utilized by Campbell Soup for these purposes, such determination shall constitute a default under this Agreement, thereby entitling Paris EDC to exercise all of its remedies under this Agreement and provided to Paris EDC by law. In this regard, Campbell Soup shall provide to Paris EDC within thirty (30) days after request from Paris EDC, their annual financial statements that Paris EDC shall require to confirm the uses of funds by Campbell Soup and to verify the terms and provisions of this Agreement. E. Campbell Soup represents that it is not involved in any bankruptcy proceedings at this time, and that it has not filed a petition in bankruptcy, nor are any such proceedings contemplated by them at this time. If Campbell Soup shall become the subject of voluntary or involuntary bankruptcy proceedings during the term of this agreement, the same shall constitute an event of default under this Agreement and under any tax abatement agreements then in force and effect. In such event, no further incentive funds to be advanced (if any), by Paris EDC under this Agreement shall be advanced, and any obligations of Campbell Soup to repay incentive funds already advanced to it by Paris EDC under the provisions herein shall be paid to Paris EDC within thirty (30) days after demand from Paris EDC. V. GENERAL PROVISIONS A. This Agreement sets forth the entire understanding between the parties, and any other understandings or agreements pertaining to the subject matters of this Agreement shall be 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. This Agreement is performable in Lamar County, Texas, and shall be governed by, construed and enforced in accordance with the laws of the State of Texas.