15 - PEDC Amendment & Termination of Campbell Soup's Single Serve Beverage Line Incentive AgreementItem No. 15
A
TO: City Council
John Godwin, City Manager
FROM: Stephanie 11. Harris, City Attorney
SUBJECT- Approval of PEDC Board of Directors action amending and terminating Economic
Incentive Agreement dated January 3,0, 2014 with Campbell Soup Supply Company LLC.
DATE: November 7, 2.017
BACKGROUND: Recently, Council approved documents to terrninate the February 25, 2013
Tax Abatement Agreement with Campbell Soup related to their Single Serve Beverage Line
("SSB Line") and to enter a anew Tax Abatement Agreement with the company related to its, new
Plum Organics Manufacturing Line ("Plum Line)." As you will recall, Campbell Soup is ceasing
operations of the SSB Line due to prevailing conditions in the industry, but is replacing that line
with the new Plum Line which will manufacture organic baby and toddler food and the like in
soft pouches. There will be a small net gain in jobs over those currently associated with the SSB
line as a result of the changeover.
In conjunction with the 2013 tax abatement agreement, Council approved an Economic Incentive
Agreement between PEDC and Campbell Soup regarding the SSB Line in the amount of
$500,000.00 in January of 2014. For the same reasons the company requested the amendment
and termination of the 2013 tax abatement agreenicilt, it requested that PEDC amend and
terminate: the 2014 Economic Incentive Agreement and also to enter into a new performance
agreement related to the Plum Line to assist it in transitioning fi-orn the SSB Line to the Plum
Line. On October 20, 2017, the PEDC Board of Directors voted to amend and terminate the
2014 incentive agreement, and subject to Council approval, will execute the documents attached
hereto (and addendum agreement and a tennination agreement) or documents in substantial
conformance thereto.
At the same meeting, PEDC approved a perforrnance incentive relating to tile Plum Lille which
consists of a forgivable loan of $400,000.00, under the terms of which, at the second, third,
fourth and fifth anniversaries, payments due and owing will be forgiven by PEDC if Campbell
Soup has met employment levels akin to those in the tax abatement agreement recently approved
by Council.
STATUS OF ISSUE, As noted, the 2.014 incentive was for $500,000.00, Under PEDC bylaws
as, they existed in 2014 and now, any project over $400,00�0.0�0 requires Council approval, and
Council provided this approval on January 27, 2014 in Resolution 2014-006, As Council
approved the incentive by resolution, Council will need to approve a second resolution to amend
and terminate the 2014 agreement in order for PEDC to be able to execute the addendum and
tem-tination agreements. The new PEDC Plum Line incentive does not exceed $400�,00�0,00 and
thus does not require Council approval.
an iG
Involim
RECOMMENDATION: Approve and adopt the attached resolution approving an Addendum to
Economic Incentive Agreement and Agreement to Terminate Economic Incentive Agreement
Dated January 30, 2014 Between the Paris Economic Development Corporation and Campbell
Soup Supply Company LLC, both related to the Single Serve Beverage Line.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS
APPROVING AND AUTHORIZING AGREEMENTS TO AMEND AND TO
TERMINATE AN ECONOMIC INCENTIVE AGREEMENT DATED JANUARY
30, 2014 BETWEEN THE PARIS ECONOMIC DEVELOPMENT
CORPORATION AND CAMPBELL SOUP SUPPLY COMPANY LLC; MAKING
OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, heretofore, on January 27, 2014 by Resolution No. 2014-006, the City
Council of the City of Paris, Texas approved an Economic Incentive Agreement ("the
Agreement") between the Paris Economic Development Corporation ("PEDC") and Campbell
Soup Supply Company LLC ("Campbell Soup" or "the Company") relating to the Company's
Single Serve Beverage Line, which Agreement was then executed by the PEDC and the Company
on January 30, 2014; and
WHEREAS, due to prevailing conditions in the industry, the Company has determined
that it is in the best interest of the present and future growth and development of its Paris, Texas
plant to decommission said Single Serve Beverage Line and thereafter to commission a new
product manufacturing line (the "Plum Organics Line"); and
WHERES, at this time, the Company is in default of the Agreement due to said prevailing
industry conditions; and
WHEREAS, at its regularly scheduled meeting on October 20, 2017, in light of the
Company's commissioning the new Plum Organics Line, the Board of Directors of the PEDC
determined it is in the best interest of the Paris, Texas community and the local economy to amend
the original Agreement so that the Company is not in default and to further terminate said
Agreement; and
WHEREAS, for the reasons stated above, the City Council tnds that it is in the best
interest of the City to approve the Addendum to Economic Incentive Agreement (the
"Addendum"), attached hereto as Exhibit A and incorporated herein by reference, and the
Agreement to Terminate Economic Incentive Agreement Dated January 30, 2015 Between the
Paris Economic Development Corporation and Campbell Soup Supply Company LLC (the
"Termination Agreement"), attached hereto as Exhibit B and incorporated herein by reference;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS, THAT:
Section 1. The findings set out in the preamble to this resolution are hereby in all
things approved.
Section2. That the Addendum to Economic Incentive AgreementAd
attached hereto as Exhibitand incorporated
B and incorporated herein by reference, are hereby ratified and approved.
DULY PASSED AND APPROVED this 13th day of November, 2017,
Steven J. Clifford, M.D., Mayor
Janice Ellis, City Clerk
01 11031111-9Z-9
Stephanie H. Harris, City Attorney
THE STATE OF TEXAS
COUNTY OF
ADDENDUM TO ECONOMIC INCENTIVE AGREEMENT
This Addendum ("the Addendum") to an Economic Incentive Agreement ("the
Agreement") dated January 30, 2015 is entered into by and between the PARIS ECONOMIC
DEVELOPMENT CORPORATION, a Non -Profit Texas Corporation ("PEDC"), acting by
and through its Board of Directors, and CAMPBELL SOUP SUPPLY COMPANY LLC, a
Delaware limited liability company ("Campbell Soup").
WI
WHEREAS, heretofore, on January 30, 2014, the PEDC and Campbell Soup entered into
the Economic Incentive Agreement attached hereto as Exhibit 1 and incorporated by reference
as if fully set forth herein related to Campbell Soup's Single Serve Beverage Line; and
WHEREAS, the term of said Agreement expires on January 29, 2019; and
WHEREAS, due to prevailing conditions in the industry, Campbell Soup has determined
to replace the Single Serve Beverage Line at its facility in Paris, Texas with a new product line;
and
WHEREAS, as a result of this determination, Campbell Soup has requested certain
modifications to the Agreement relating to the number of employees Campbell Soup is required
to maintain on the Single Serve Beverage Line at the Property during the agreement; and
WHEREAS, the PEDC has agreed to said modifications of the Agreement because said
modifications are consistent with encouraging development of the Enterprise Zone in which
Campbell Soup's Paris, Texas Facility is located in accordance with the purposes for which it
was created and are in keeping with the PEDC's purpose of promoting economic development
and employment in the City of Paris and Lamar County, Texas, and comply with all applicable
laws and otherwise serve a public purpose in maintaining a major employer in the City of Paris,
Texas;
The Parties hereto do mutually contract and agree to modify the Agreement as follows:
A. All references to the creation of fifty (50) new full-time equivalent employees associated
with the Single Serve Beverage Line (referred to in the Agreement as the "SS Juice line") are
hereby amended to refer to forty-one (41) new full-time equivalent employees related to the
Single Serve Beverage Line.
B. All other terms in the original AGREEMENT dated January 30, 2014 remain unaltered
by this ADDENDUM, and remain in full force in effect as if fully set forth herein.
WITNESS our hands this 23rd day of October, 2017.
By:
Richard Manning, Paris EDC Board Chairman
1125 Bonham St., is, TX 75460
(903) 784-6964
parisedc@paristexasusa.com
PEDC Secretary -Treasurer
F4T* NWX#y,1j -"A11"3 1. 0) a V �
'VOF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day personally appeared
Chairman of the Paris Economic
Development Corporation, Paris, Texas, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed and in the capacity therein stated.
ME
0
Notary Public, State of Texas
PM
KIMIDI.
Narnejitie:
COUNTY OF
[Name, title and address of rel:)resentative]
BEFORE ME, the undersigned authority, on this day personally appeared,
of Campbell Soup Supply Company,
L.L.C., known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed, as the act of said company and in the capacity therein stated.
0
GIVEN UNDER MY HAND AND SEAL OF OFFICE,d.
C
Notary Public, 'State, of
WHEREAS, on August 14, 2012, the Paris Economic Development Corporation
entered into an Economic Incentive Agreement with Campbell Soup Supply Company, LLC
related to Campbell Soup's $25,000,000.00 investment in a new Single Serve Juice ("SS
Juice") line at the Paris, Texas Plant; and,
WHEREAS, pursuant to City and PEDC policy, the City Council shall review all
economic incentive agreements involving an expenditure in excess of $400,000.00; and
WHEREAS, the City Council hereby finds that it is in the best interest of the City to
approve the PEDC Economic Incentive Agreement with Campbell Soup for the new Single
Serve Juice ("SS Juice") line at the Paris, Texas plant
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble of this resolution are hereby
in all things approved.
Section 2. That the Economic Incentive Agreement dated August 14, 2012
between the Paris Economic Development Corporation and Campbell Soup Supply
Company, LLC form, attached hereto as Exhibit "A", is hereby ratified and approved.
PASSED AND ADOPTED this 27th day of J
pCity Clerk
t'4r.6ce Ellis!� e
r�
ECONOMIC INCENTIVE AGREEMENT
STATE OF TEXAS
rRY2 0141�7jilfi• ri.� 111*i�.`T� ;7 'I �i►il t.
COUNTY OF LAMAR
THAT, the PARIS ECONOMIC DEVELOPMENT CORPORATION, a Non -Profit
Texas Corporation, acting by and through its Board of Directors (hereinafter called "Paris
EDC"), and CAMPBELL SOUP SUPPLY COMPANY LLC, a Delaware limited liability
company (hereinafter called "Campbell Soup'), do hereby contract and agree with each other
within this Agreement (herein so called) as follows:
WITNESSETH:
WHEREAS, the Paris EDC a local Economic Development Corporation organized under
the Texas Development Corporation Act of 1979, codified as Chapters 501 and 504 of the Texas
.Local Government Code (hereinafter, the "Act"), exists for the purpose of encouraging and
assisting qualified service and manufacturing entities in the creation and retention of facilities
and jobs in the Paris. Texas, area; and
WHEREAS, Campbell Soup is a manufacturer and marketer of high quality food and
beverage products, with one of its primary manufacturing plants located in Paris, Texas at 500
Loop 286, Paris, Texas 75460 (the "Property," "Plant," or "Facility"), and
WHEREAS, Campbell Soup manufactures a line of "Single Serve Juice" ("SS Juice")
products, some of which will be manufactured at the Campbell Soup Facility in Paris, Texas and
in connection therewith, Campbell Soup has committed to make a new capital investment of
approximately $25,000,000.00 in the Paris, Texas Plant ("Capital Investment"); and
WHEREAS, the Capital Investment will include: (l) construction of a new SS Juice
production and packaging line at the Paris, Texas Plant; (2) acquisition and installation of new
machinery and equipment for the line; (3) creating 50 new jobs at the Paris Facility to operate
and maintain the SS Juice line; and (4) job training for the employees hired to operate and
maintain the SS Juice line; and
WHEREAS, Campbell Soup created 50 new jobs for the SS Juice line, and commits to
retain a minimum of 500 full-time equivalent employees at the Paris, Texas Plant throughout the
term of this Economic Incentive Agreement; and
WHEREAS, in consideration of the Capital Investment that Campbell Soup is making in
the Paris, Texas Plant, the new jobs created for the SS Juice line and retention of at least 500 jobs
at the Paris Facility, Paris EDC has agreed to provide certain financial incentives to Campbell
Soup as set forth in this Agreement; and
WHEREAS, the Paris EDC Board, at a regularly scheduled meeting on January 14,
2014, approved an economic incentive offer of FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) to Campbell Soup for the new Capital investment in the SS Juice Line, 50 new
full-time jobs for the SS Juice Iine, retention of at least 500 jobs at the Paris, Texas Plant and
specialized job training for the new SS Juice line, and directed PEDC staff to finalize the scope
and terms of the economic incentive package in an Economic Incentive Agreement; and
WHEREAS, the $500,000.00 economic incentive payment will be paid to Campbell
Soup in one lump sum within five (5) days following execution of this Agreement by all parties
and approval of the Agreement by the PEDC Board and the Paris City Council; and
WHEREAS, the Board of Directors of Paris EDC has determined that it is in the best
interest of the City of Paris, Texas community and the local economy that Paris EDC provide
these economic incentives to Campbell Soup to help bring the new capital investment to the
Paris, Texas Facility through the new SS Juice line and fifty (50) new jobs and to maintain 500
jobs at the Campbell Soup Facility in Paris, Texas; and
NOW, THEREFORE, in consideration of the covenants, promises, and conditions set
forth herein, the Paris EDC and Campbell Soup agree as follows:
This Agreement shall be effective upon the date East executed by the Parties hereto and
shall remain in force for a term of five (5) years from the effective date.
U. REPRESENTATIONS AND OBLIGATIONS OF THE PARTIES
A. Campbell Soup's Duties, Obligations and Representations:
1, Campbell Soup shall make a Capital Investment of at least $25,000,000.00 in the Paris,
Texas Plant as part of the new SS Juice line by December 31, 2013.
2. Campbell Soup shall hire fifty (50) new full-time employees at the Paris, Texas Plant as
part of the new SS Juice line by December 31, 2013.
3. Campbell Soup shall retain a minimum of five -hundred (500) full-time jobs at the Paris,
Texas Plant throughout the term of this Agreement.
4. Campbell Soup shall provide High Performance Organization ("HPO") training to all
new employees working on the SS Juice line.
5. Campbell Soup shall provide all training to start up, operate and successfully maintain
the SS Juice line, including any necessary cross -training or HPO training for retained
full-time employees at the Paris, Texas Plant.
6. Campbell Soup shall continue to operate a food and beverage manufacturing plant with a
diversified product line at the Paris, Texas Facility throughout the term of this
Agreement.
F
7. Campbell Soup shall provide all documentation required by Paris EDC to verify that the
$25,000,000.00 new Capital Investment was made in the Paris, Texas Facility and that 50
new full-time equivalent (FTE) _jobs were filled at the Paris, Texas Facility by December
31, 2013.
8. Campbell Soup shall provide annual compliance statements to Paris EDC, in a form
acceptable to Paris EDC, that verify that Campbell Soup is full compliance with all terms
and conditions of this Agreement.
B. Campbell Soup Represents to Paris EDC the following:
1. Campbell Soup has filed all necessary plats, site plans and building permit applications
with the City of Paris, Texas ("City") to construct and complete the Capital Investment
(SS Juice line); it has pulled all necessary building permits, and complied with all City
ordinances, building and development codes in making the improvements to its Property
in Paris, Texas.
2. Campbell Soup shall provide annual compliance statements to Paris EDC by January 31"
of each year that verify that all FTE jobs referenced herein are still in place and filled at
the Paris, Texas Facility. Campbell Soup agrees to provide any other personnel records,
payroll records, documents, reports or affidavits deemed necessary by Paris EDC to
verify minimum employment/retention requirements at the Paris facilities. Campbell
Soup shall provide these additional verification documents to Paris EDC within fifteen
(15) days following request from Paris EDC.
3. For purposes of this Agreement, a full-time equivalent job ("FTE") shall mean
employment by Campbell Soup at the Property for a person eligible to receive employee
benefits.
4. Campbell Soup will pay all taxes when due, including, but not limited to: federal
employment, payroll and Medicare taxes on its employees; all state and local sales and
use taxes and excise and franchise taxes; and all ad valorem taxes on all real and personal
property. In the event Campbell Soup should fail to pay any of the lawfully imposed
taxes or fees referred to above when due, plus any penalties, interest, costs or attorney's
fees lawfully imposed, Campbell Soup shall be considered in default of this Agreement
and Paris EDC may terminate this Agreement and pursue recovery of any and all
economic incentives provided to Campbell Soup under this Agreement plus any other
rights it may have in equity or under the law. I
5. Campbell Soup agrees not to employ undocumented workers at its Paris, Texas Facility.
Should Campbell Soup be convicted of a violation under 8 U.S.C. Section 1324a(f)
regarding the employment of undocumented workers during the term of this Agreement,
it shall be deemed in default and subject to termination of Agreement and reimbursement
of Economic Incentive funds as provided herein.
9
6. Campbell Soup agrees to operate and maintain its Paris Texas Facility as described herein
for the five (5) year term of this Agreement, If Campbell Soup fails to maintain its Paris
Facilities as set forth in this Agreement, then Campbell Soup shall be considered in
default of this Agreement. If Campbell Soup is unable to cure this default within thirty
(30) days following receipt of written notice of default from Paris EDC, then Campbell
Soup shall reimburse and repay Paris EDC all funds paid to Campbell Soup under this
Agreement within sixty (60) days.
7. Throughout the term of this Agreement and any extensions thereof, Campbell Soup
agrees, upon request, to provide ' copies of its audited or unaudited annual financial
statements to Paris EDC within thirty (30) days of the end of Campbell Soup's fiscal
year. Upon request from Paris EDC and three business days advance notice, Campbell
Soup shall make its financial records and books open for inspection and review by Paris
EDC or Paris EDC's authorized accountants or agents.
C. Paris Economic Development Corporation's Duties, Obligations and Representations:
Paris EDC agrees to pay the above-described incentive payment of $500,000.00 to
Campbell Soup within five (5) business days of final approval and execution of the
Agreement by all parties hereto.
2. Paris EDC has completed its assistance to Campbell Soup in advocating tax abatement
agreement for the Paris, Texas Facility with the City of Paris, Texas, with Lamar County,
Texas and with the Paris Junior College for the SS Juice line was approved by the Paris
City Council on February 25. 2013. The tax abatement agreement was authorized in
conformity with the approved Tax Abatement Guidelines and Criteria of the above
named taxing jurisdictions.
3. Convene and facilitate additional State and Federal incentives for which Campbell
Soup's project may qualify, including, but not limited to Skill Training funds through the
Texas Workforce Commission; Texas Enterprise Fund award from the Texas Governor's
Office; Financial Assistance through the Texas Economic Development Bank, Enterprise
Zone Designation, and Federal New Market Tax Credits.
III. EVENTS OF DEFAULT AND REMEDIES
A. Events of Default - Campbell Soup she be in default of this Agreement if it shall:
1. Fail to make the $25,000,000.00 Capital Investment in the Paris, Texas Facility for the SS
Juice line, as provided in this Agreement;
2. Fail to employ 50 new employees at the Paris, Texas Facility as part of the new SS Juice
line as provided for in this Agreement;
3. Fail to retain a minimum workforce of 500 employees at the Paris, Texas Facility
throughout the term of this Agreement or any extensions thereof;
4. Fail to maintain and operate its Facility at the Property in Paris, Texas throughout the
term of this Agreement or any extensions thereof;
5. Fail to comply with all terms and conditions of this Agreement; or
6. Make any false representations or warranties to Paris EDC to induce this economic
incentive agreement.
B. Remedies - Upon the occurrence of any of the above Events of Default which shall remain
uncured for thirty (30) days after written notice from Paris EDC to Campbell Soup describing the
default, Paris EDC shall have the right to:
1. Suspend and refuse to pay to Campbell Soup any unfunded portions of the Economic
Incentives referenced in this Agreement.
2. Sue for reimbursement and/or repayment of all Economic Incentive payments paid by
Paris EDC to Campbell Soup pursuant to this Agreement, plus interest, costs and
attorney's fees.
3. Suspend as of the tax year in which the Event of Default occurs, all tax abatements
granted to Campbell Soup which are still in force and effect, so that Campbell Soup will
be required to pay ad valorem taxes at the market value of the improvements with respect
to which taxes have been abated for the year in which the Event of Default occurs and all
future years.
C. Dispute Mediation: Notwithstanding the foregoing provisions to the contrary, the parties
hereto agree to mediate any disputes they have against one another before filing a lawsuit. The
parties will attempt to agree on a professional attorney/mediator based in or willing to conduct
the mediation in Paris, Texas, but if this is not possible, the parties will engage an
attorney/mediator from another city located within one hundred thirty (130) miles from the City
of Paris, Texas. Each party agrees to mediate in good faith to attempt to resolve any dispute
hereunder, to pay an undivided one-half of the mediation costs, and each party's own attorneys
fees; and to bring an authorized representative of the party to the mediation having settlement
authority; provided, however, that any settlement which requires payment to be made by Paris
EDC is subject to formal approval of the payment at the next available meeting of the Board of
Directors of Paris EDC.
IV. ADDITIONAL REPRESENTATIONS AND WARRANTIES:
Campbell Soup hereby represents and warrants to Paris EDC that the following representations
are true and correct as of the date of execution hereof and will continue to be true and correct
throughout the term of this Agreement:
A. Campbell Soup is duly organized, validly existing and in good standing under the laws of
the State of Delaware, and is duly qualified to do business in the State of Texas, as a
foreign limited liability company, and has all corporate power and authority to carry on
its business as presently conducted in Texas.
B. Campbell Soup warrants and represents that it has the authority to enter into and to
perform this Agreement, and that the person signing this Agreement on behalf of
Campbell Soup is duly authorized to do so by the members of Campbell Soup Supply
Company, LLC and by any authority needed by its parent corporation or by other
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 cavy 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.
N
The provisions of this Agreement shall apply to, bind and inure to the benefit of Paris
EDC and Campbell Soup and their respective successors, and permitted assigns, if any.
B. The terms and conditions of this Agreement are binding upon the successors and assigns
of all parties hereto. Neither this Agreement, nor any interest therein, shall be assigned
by Campbell Soup without the prior written consent of Paris EDC Board.
C. Venue for any actions arising under this Agreement shall lie exclusively in the courts of
Lamar County, Texas, for any state court action, and in the U.S. District Court for the
Eastern District of Texas for any Federal Court action.
D. All representations, warranties. covenants and agreements of the parties, as well as any
rights and benefits of the parties, pertaining to the transaction contemplated hereby shall
survive the original execution date of this Agreement.
E_ Any notices required to be given hereunder shall be in writing and shall be deemed to be
duly delivered by mailing the same postage prepaid, by certified mail, return receipt
requested (or by overnight delivery service), to the parties at the addresses shown beneath
their signatures to this Agreement. Addresses may be changed by a party only by giving
written notice of such change to all other parties in accordance with this paragraph at
least five (5) days in advance of delivering the notice by mail, and at least one (1) day in
advance of delivering the notice by fax or e-mail.
EXECUTED on the jQ day of ,gib„ 2014 (herein called the
"Effective Date" of this Agreement).
PARIS ECONOMIC DEVELOPMENT CORPORATION
By:
Rebecca Clifford, P EDC Bo hairman
1125 Bonham St., s, TX 754
(903) 784-6964
parisedc@paristexasusa.com
7
CAMPBELL SOUP SUPPLY COMPANY, LLC
("Campbell Soup")
By:
Name, Title: David B. Bie a, airman
Address: 1 Campbell Place, Box 43
Camden, NJ 08103-1799
Attn: Legal Department
Phone: 856-342-4800
ACKNOWLEDGMENTS
1
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day personally appeared
4 , Chairman of the Paris Economic
Development Corporation, Paris, Texas, known to me to be the person whose name is subscribed
to the foregoing instrument. and acknowledged to me that he executed the same for the purposes
and consideration therein expressed and in the capacity therein stated.
D AND SEAT. OF OFFICE, this � � day of Tao � � ,
(Dmy0mm
i41ARTHANN NoteryPublIc l}#E111
STATE OF TEXAS
Notary Public State of Texas
STATE OF NEW JERSEY }
COUNTY OF CAMDEN )
BEFORE ME, the undersigned authority, on this day personally appeared,
�"I'd �. 13� e.9�� r.,r , ch%r-ty'ma n of Campbell Soup Supply Company,
LLC, a DelavV4e limited liability company, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, as the act of said company and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this if7 4 day of ltd v,w ,
2014.
ro Public, State of New rersey
o. J
NOTARY PUBUC OF NEW JERSEy
My COMMIMON SMS MAY 8, 2018
RESOLUTION NO. 2014-006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING AN ECONOMIC INCENTIVE AGREEMENT BETWEEN THE
PARIS ECONOMIC DEVELOPMENT CORPORATION AND CAMPBELL SOUP
SUPPLY COMPANY, LLC; MAKING OTHER FINDINGS AND PROVISIONS
RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, on August 14, 2012, the Paris Economic Development Corporation
entered into an Economic Incentive Agreement with Campbell Soup Supply Company, LLC
related to Campbell Soup's $25,000,000.00 investment in a new Single Serve Juice ("SS
Juice") line at the Paris, Texas PIant; and,
WHEREAS, pursuant to City and PEDC policy, the City Council shall review all
economic incentive agreements involving an expenditure in excess of $400,000.00; and
WHEREAS, the City Council hereby finds that it is in the best interest of the City to
approve the PEDC Economic Incentive Agreement with Campbell Soup for the new Single
Serve juice ("SS juice") line at the Paris, Texas plant,
NOW, THEREFORE?, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble of this resolution are hereby
in all things approved.
Section, 2. That the Economic Incentive Agreement dated August 14, 2012
between the Paris Economic Development Corporation and Campbell Soup Supply
Company, LLC form, attached hereto as Exhibit "A", is hereby ratified and approved.
PASSED AND ADOPTED this 27th day of]
Irldnice Ellis, City Clark
ICIII)IVtwolaA.1113MS
AGREEMENT TO TERMINATEC CEN AGREEMENT DATED
JANUARY 30, 2014 BETWEEN THE PARIS ECONOMIC DEVELOPMENT
CORPORATION AND CAMPBELL SOUP SUPPLY COMPANY LLC
This Agreement to Terminate (the "TERMINATION AGREEMENT") an Economic
Incentive Agreement (the "AGREEMENT") dated January 30, 2014 is entered into by and
between the PARIS ECONOMIC DEVELOPMENT CORPORATION ("PEDC"), a Texas
non-profit corporation situated in Paris, Lamar County, Texas, acting by its authorized officer
whose signature appears below, and CAMPBELL SOUP SUPPLY COMPANY LLC
("Campbell Soup") acting by and through its authorized officer whose signature appears below.
WITNESSETH:
WHEREAS, heretofore, on January 30, 2014, the PEDC and Campbell Soup entered into
the Economic Incentive Agreement attached as hereto as Exhibit 1 of Exhibit A hereto and
incorporated by reference as if fully set forth herein, related to Campbell Soup's Single Serve
Beverage Line; and
WHEREAS, heretofore, on , 2017, the PEDC and Campbell Soup entered
into an Addendum to Economic Incentive Agreement (the "Addendum"), attached hereto as
Exhibit A and incorporated by reference as if fa11y set forth herein, modifying certain terms of
said Agreement; and
WHEREAS, the term of said Agreement, as modified by the Addendum, expires on
January 29, 2019; and
WHEREAS, due to prevailing conditions in the industry, Campbell Soup has determined
to replace the Single Serve Beverage Line at its property in Paris, Texas with a new product line;
and
as a result of this determination, Campbell Soup has asked to terminate the
Agreement; d
WHEREAS, at the time of this Termination Agreement, OWNER is in compliance with
the terms of the Agreement, as modified by the Addendum; and
WHEREAS, the CITY has agreed to said termination of the Agreement because the
replacement of the Single Serve Beverage Line with a new product line is in the best interest of
the City of Paris, Texas and the Enterprise Zone in which Campbell Soup's property is located
and that it will contribute to the sustainability and growth of said property; and
WHEREAS, termination of the Agreement is consistent with encouraging development
of said Enterprise Gone in accordance with the purposes for which it was created and is in
compliance with the all applicable laws and otherwise serves a public purpose in maintaining a
major employer in the City of Paris, Texas;
NOW, THEREFORE,
For all of the foregoing reasons, the PEDC and Campbell Soup do hereby mutually
contract and agree to terminate the Economic Incentive Agreement dated January 30, 2014 and
attached hereto as Exhibit 1 to Exhibit A and incorporated herein by reference, as modified by
the Addendum to Economic Incentive Agreement dated , 2017 and attached hereto
as Exhibit A and incorporated by reference.
Henceforth, neither the PEDC nor Campbell Soup owe any further obligations to one
another as a result of the Agreement or the Addendum.
WITNESS our hands this ® day of , 2017.
PARIS ECONOMIC DEVELOPMENT CORPORATION
'' . •. '.'i l' Board m,,
1125 :• �' '6
(903) 784-6964
parisedc@paristexasusa.com
U*M-36
PEDC Secrete. Treasurer
BEFORE ME, the undersigned authority, on this day personally appeared
. Chairman of the Paris Economic
Development Corporation, Paris, Texas, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed and in the capacity therein stated.
KE
K
Notary Public, State ofTex s
W-1 in 01 M-0 WWJ - 6 M 19 9 Wk X101 0T 161-10 VA " KV
07
Name,
[Name, title and address of representative)
BEFORE ME, the undersigned authority, on this day personally appeared,
of Campbell Soup Supply Company,
L.L.C., known to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed, as the act of said company and in the capacity therein stated.
W
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
K
Notary Public, State of
L.1sT OF EXHIBITS TOTIUSAGREEMENT.
ExhibitA-1: Tax Abatement Agreement dated February 25,2013
irl liql1pi
R 2,11,11,111171
l�ii 1� r1ri irlirlil ii 1FIV,
THE STATE OF TEXAS
COUNTY OF LAMAR
This Addendum Cthe Addendum") to an Economic Incentive Agreement ("the
Agreement") dated January 30, 2015 is entered into by and between the PARIS ECONOMIC
DEVELOPMENT CORPORATION, a Non -Profit Texas Corporation ("PEDC"), acting by
and through its Board of Directors, and CAMPBELL SOUP SUPPLY COMPANY LLC, a
Delaware limited liability company ("Campbell Soup").
WITNESSETH:
WHEREAS, heretofore, on January 3 0, 2014, the PEDC and Campbell Soup entered into
the Economic Incentive Agreement attached hereto as Exhibit 1 and incorporated by reference
!zs if fully set forth herein related to Campbell Soup's Single Serve Beverage Line; and
WHEREAS, due to prevailing conditions in the industry, Campbell Soup has determined
to replace the Single Serve Beverage Line at its facility in Paris, Texas with a new product line;
and
WHEREAS, as a result of this determination, Campbell Soup has requested certain
modifications to the Agreement relating to the number of employees Campbell Soup is required
to maintain on the Single Serve Beverage Line at the Property during the agreement; and
WHEREAS, the PEDC has agreed to said modifications of the Agreement because said
modifications are consistent with encouraging development of the Enterprise Zone in which
Campbell Soup's Paris, Texas Facility is located in accordance with the purposes for which it
was created and are in keeping vith the PEDC's purpose of promoting economic development
and employment in the City of Paris and Lamar County, Texas, and comply with all applicable
21..j7.s_qndd otherwise serve a ublic immose in maintaining a maior employer in the City of Paris,
A. All references to the creation of fifty (50) new full-time equivalent employees associated
with the Single Serve Beverage Line (referred to in the Agreement as the "SS Juice line") are
hereby amended to refer to forty-one (41) new full-time equivalent employees related to the
Single Serve Beverage Line.
I cii� 11 11111 11111111; 11 "1 1,
270A4 I
................................................................................................ I ............... ........................
R,icharVAranining,, Pads EDC'Bloard 1r.',hEdrTn,.in
112 5 Bonham St., Paris, TX 75460
(903) 784-6964
parisedc@paristexasusa.com
EWINTS"
Secretar I'a ijig'eii�'
y rt .11
1XV-10iLy �61# �M 4115 "A
BEFORE ME, the undersigned authority, on this day personally appeared
, Chairman of the Paris Economic
to the foregoing instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed and in the capacity therein stated.
in
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this., ...................... _ day �of
............................. . .................................................
2
Notar-y Public, St,at�e ul.-Texas
CAMPBELL SOUP SUPPLY COMPANY, L.L.C.
in
Name, "I:" ifle;�
P14arne, fide and address ol:.' represelfita6ve
BEFORE ME, the undersigned authority, on this day personally appeared,
M f Campbell Soup Supply Company,
F-L.C., known to me to be the person whose name is subscribed to the foregoing instrument, and
2.cknowledged to me that he executed the same for the purposes and consideration therein
cxpressed, as the act of said company and in the capacity therein stated.
In
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of . ......... ............. ;�
St"Itt., of
RESOLUTION NO. 2014-006
WHEREAS, on August 14, 2012, the Paris Economic Development Corporation
entered into an Economic IncentiveAgreement with Campbell Soup Supply Company, LLC
related to Campbell Soup's $25,000,000.00 investment in a new Single Serve juice ("SS
juice') line at the Paris, Texas Plant, and,
WHEREAS, pursuant to City and PEDC policythe City Council shall review all
economic incentive agreements involving an expenditure in excess of $400,000.00; and
WHEREAS, the City Council hereby finds that it is in the best interest of the City to
approve the PEDC Economic Incentive Agreement with Campbell Soup for the new Single
Serve juice ("SS juice") line at the Paris, Texas plant
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble of this resolution are hereby
in all things approved.
Section 2. That the Economic Incentive Agreement dated August 14, 2012
between the Paris Economic Development Corporation and Campbell Soup Supply
Company, LLC form, attached hereto as Exhibit "A", is hereby ratified and approved.
TTEST.
f
nice Elli.s, City Clerk
APPROVED AS TO FORM:
STATE OF TEXAS
FRKC� MA 111131 a
y-Neholl M—MR1,3140,11ZE"I►
VA,
THAT, the PARIS ECONOMIC DEVELOPMENT CORPORATION, a Non -Profit
Texas Corporation, acting by and through its Board of Directors (hereinafter called "Paris
EDC"), and CAMPBELL SOUP SUPPLY COMPANY LLC, a Delaware limited liability
company (hereinafter called "Campbell Soup% do hereby contract and agree with each other
within this Agreement (herein so called) as follows:
WITNESSETH:
601 st" tit IT -Wo MIMED LTNE M0 Ij %',.4 RM 0011 01IMP.191"W1,11,
($500,000M) to Campbell Soup for the new Capital investment in the SS Juice Line, 50 new
full-time jobs for the SS Juice line, retention of at least 500 jobs at the Paris, Texas Plant and
specialized job tmining for the new S S Juice line, and directed PEDC staff to finalize the scope
and terms of the economic incentive package in an Economic Incentive Agreement; and
WHEREALS, the $500,000.00 economic incentive payment will be paid to Campbell
C
1Wjim-we JuT ive �� ft,,s fbllowjn,.� execution of this Amemcrit 11% all parties
re� sum within f
and approval of the Agreement by the PEDC Board and the Paris City Council; and
WHEREAS, the Board of Directors of Paris EDC has determined that it is in the best
interest of the City of Paris, Texas community and the local economy that Paris EDC provide
these economic incentives to Carnpbell Soup to help bring the new capital investment to the
Paris, Texas Facility through the new SS Juice line and fifty (50) new jobs and to maintain 500
jobs at the Campbell Soup Facility in Paris, Texas; and
NOW, THEREFORE, in consideration of the covenants, promises, and conditions set
forth herein, the Paris EDC and Campbell Soup agree as follows:
This Agreement shall be effective upon the date last executed by the Parties hereto
shall remain in force for a tenn of five (5) years from the effective date.
II. REPRESENTATIONS AND OBLIGATIONS OF THE PARTIES
A. Campbell Soup's Duties, Obligations and Representations.- I
1. Campbell Soup shall make a Capi+A Investment of at least $25,000,000-00 in the Paris,
Texas Plant as part of the new SS Juice I ine by December 31, 2013.
2, Campbell Soup 0) new full-time employees at the Paris, Texas Plant as
part of the new SS Juice line by December 31, 2013.
3. Campbell Soup shall retain a minimum of five-huns (500) full-time jobs at P.
Texas Plant throughout the term of this Agreement.
4. Campbell Soup shall provide High Performance Organization ("HPO") training to all
new employees working on the SS Juice line.
5. Campbell Soup shall provide all training to start-up, operate and successMly maintain
the SS Juice line, including any necessary cross -training or HPO training for retained
full-time employees at the Paris, Texas Plant.
6. Campbell Soup shall continue to operate a food and beverage manufacturing plant with a
diversified product line at the Paris, Texas Facility throughout the term of this
Agreement.
K
7. Campbell Soup shall provide all documentation required by Paris EDC to verify that the
$25,000,000-00 new Capital lnvestment was made in the Paris, Texas Facility and that 50
new full-time equivalent (FTE) jobs were filled at the Paris, Texas Facility by December
31 2013.
8. Campbell Soup shall provide annual compliance statements to Paris EDC, in a forrtj
acceptable to Pads EDC, that verify that Campbell So -up is full compliance with all terms
and conditions of this Agreement.
R1
IWOM ".1 1
1. Campbell Soup has filed all necessaTy plats, site plans and building permit applications
with the City of Paris, Texas ("City") to construct and complete the Capital Investment
(SS Juice line); it has pulled all necessary building permits, and complied with all City
ordinances, building and development codes in making the improvements to its Property
in Paris, Texas.
2. Campbell Soup shall provide annual compliance statements to Paris EDC by January 3 1"
of each year that verify that all FTE jobs refexenced herein are still in place and filled at
the Paris, Texas Facility. Campbell Soup agrees to provide any other personnel records,
pa�,roll reco:ds, documents, reports cr affidavits deemed necessary by Paris EDC to
verify minimum employment/retention requirements at the Paris facilities. Campbell
So -up shall -provide these additional verification documents to Paris EDC within fifteen
(15) days following request from Paris EDC.
3. For purposes of this Agreement a full-time equivalent job ("FTE") shall mean
employment by Campbell Soup at the Property for a person eligible to receive employee
benefits.
4. Campbell Soup will pay all taxes when due, including, but not limited to: federal
employment, payroll and Medicare taxes on its employees; all state and local sales and
use taxes and excise and franchise taxes; and all ad valorem taxes on all real and personal
property. In the event Campbell Soup should fail to pay any of the lawfully imposed
taxes or fees referred to above when due, plus any penalties, interest costs or attorney's
fees lawfully imposed, Campbell Soup shall be considered in default of this Agreement
and Paris EDC may terminate this Agreement and pursue recovery of any and all
economic incentives provided to Campbell Soup under this Agreement plus any other
rights it may have in equity or under the law.
5. Campbell Soap agrees not to employ undocumented workers at its Paris, Texas Facility.
Should Campbell Soup be convicted of a violation under 8 U.S.C. Section 1324a(f)
regarding the employment of undocumented workers during The term of this Agreement,
it shall be deemed in default and subject to termination of Agreement and reimbursement
of Economic Incentive funds as provided herein.
9
6. Campbell Soup agrees to operate and maintain its Paris Texas Facility as described herein
for the five (5) year term of this Agreement. If Campbell Soup fails to maintain its Paris
Facilities as set forth in this Agreement, then Campbell So -up shall be considered in
default of this Agreement. If Campbell Soup is unable to cure this default within thirty
(30) days following receipt of written notice of default from Paris EDC, then Campbell
Soup shall reimburse and repay Parls EDC all funds paid to Campbell Soup under this
Agreement within sixty (60) days.
Throughout the term of this Agreement and any extensions thereof, Campbell Soup
agrees, upon request, to provide'copies of its audited or unaudited annual financial
statements to Paris EDC within thirty (30) days of the end of Campbell Soup's fiscal
�iw. Upon request from Paris EDC and three business days advance notice, Campbell
Soup shaE make its financial records and books open for inspection and review by Paris
EDC or Paris EDC's authorized accountants or agents.
i . Paris EDC agrees to pay the above-described incentive payment of $500,000.00 to
Campbell Soup within five (5) business days of final approval and execution of the
:A,g,reernent by all parties hereta -
F;., Paris EDC has completed its assistance to Campbell Soup in advocating tax abatement
agreement for the Paris, Texas Facility with the City of Paris, Texas, with Lamar County,
Texas and with the Paris Junior College for the SS Juice line was approved by the Paris
City Council on Fgbruaa 25. 2013. The tax abatement agreement was authorized in
conformity with the approved Tax Abatement Guidelines and Criteria of the above
named taxing jurisdictions.
3. Convene and facilitate additional State and Federal incentives for which Campbell
Soup's project may qualify, including, but not limited to Skill Training funds through th-;
Texas Workforce Commission; Texas Enterprise Fund award from the Texas Governor's
Office; Financial Assistance through the Texas Economic Development Bank, Enterprise
Zone Designation, and Federal New Market Tax Credits.
t
[TWff,X".1 110,11,23MV
UMA
M1111�111111111111111 1111rill
0 it
I . Fail to make the $25,000,000,00 Capital Investment in the Paris, Texas Facility for the SS
Juice line, as provided in this Agreement,
2. Fail to employ 50 new employees at the Paris, Texas Facility as part of the new SS Juice
line as provided for in this Agreement;
3. Fail to retain a minimum workforce of 500 employees at the Paris, Texas Facility
throughout the term of this Agreement or any extensions thereof;
4. Fail to maintain and operate its Facility at the Property in Paris, Texas throughout the
term of this Agreement or any extensions thereof,
0
5. Fail to comply with all terms and conditions of this Agreement; or
6. Make any filse representations or warranties to Paris EDC to induce this economic
incentive agreement,
default, Paris EDC shall have the right to:
1. Suspend and refuse to pay to Campbell Soup any unfunded portions of the Economic
Incentives referenced in this Agreement.
2. Sue for reimbursement and/or repayment of all Economic Incentive payments paid by
Paris EDC to Campbell So -up • to this Agreement, plus interest, costs and
• fees.
3.
♦ as • the tax year in which the Event of Default occurs, all tax abatements
granted to Campbell Soup which are still in force and effect, so that Campbell Soup will
be required to pay ad valorem taxes at the market value of the improvements with respect
to which taxes have been abated for the year in which the Event of Default occurs and all
future years.
C. Dispute Mediation: Notwithstanding the foregoing provisions to the contrary, the parties
hereto agree to mediate any disputes they have against one another before filing a lawsuit. The
parties will attempt to agree on a p.Tofessional attomey/mediator based in or willing to cond4qt
the mediation in Paris, Texas, but if this is not possible, the parties will engage an
attor.ney/mediator from another city located within one hundred thirty (13 0) miles from the City
of Paris, Texas. Each party agrees to mediate in good faith to attempt to resolve any dispute
here -under, to pay an undivided one-half of the mediation costs, and each party's own attorneys
fees; and to bring an authorized representative of the party to the mediation having settlement
authority; provided, however, that any settlement which requires payment to be made by Paris
EDC is subject to formal approval of the payment at the next available meeting of the Board of
Directors • Paris EDC.
q�JXWO �11
Campbell Soup hereby represents and warrants to Paris EDC that the following representations
are true and correct as of the date of execution hereof and will continue to be true and correct
throughout the term • this Agreement:
A. Campbell Soup is duly organized, validly existing and in good standing under the laws
the State
• Delaware, and is duly qualified to r► business in the State • Texas, as
foreign limited liability company, and has afl corporate power and authority to carry o
its business as
♦ conducted in Texas.
B. Campbell Soup warrants and represents that it has the authority to enter into and
perform this Agreement, and that the person signing this Agreement ♦ bedh"alf
� I
Campbell Soup is duly authorized to do so by the members of Campbell Soup Supp
Company, LLC and by any authority needed by its parent corporation or by M
19
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. GOWT 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 Siatute 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 tMs 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 &II require to confirm the uses of funds by Campbell Soup
anA 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
vo3untary 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 funAs
to be advanced (if any), by Pads 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.
A. Ws Agreement sets forth the entire undewanding 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.
i9-
The provisions of this Agreement shall apply to, bind and intue to the benefit of Paria
EDC and Campbell Soup and their respective successors, and permitted assigns, if any.
B, The terms and conditions of this Agreement are binding upon the successors and assigns
of all parties hereto. Neither this Agreerrient� nor any interest therein, shall be assigned
by Campbell Soup without the prior written consent of Paris EDC Board.
C. Venue fbT any actions arising under this Agreement shall lie exclusively in the courts'a
Larnar County, Texas, for any stale cow action, and in the U.S. Distriel Court for
Eastern District of Texas for any Federal Cow action.
D. All representations, warranties. covenants and agreements of the parties, as well as any
rights and benefits of the parties, pertaining to the transaction contemplated hereby shall
survive the origii3a] execution date of this Agreement.
E. Any notices required to be given hereunder shall be in writing and shall be deemed to be
duly delivered by mailing the same postage prepaid, by certified mail. return receipt
requested (or by ovemight. delivery service), to the parties at the addresses shown beneath
their signatures to !his Agreement, Addresses may be changed by a party only by giving
written notice of such change to all other parties in accordance with this paragraph at
least five (5) days in advance of deliveTing the notice by mail, and at least one (1) day in
advance of delivering the notice by fax or e-mail.
EXECUTED on the j..'S -, 2014 (herein called the
-Effective Date" of this Agreement)day of ... .. . . .... a . . ..
rlA�4,__
Rebecca Clifford, P EDC Bo hairman
TX 5 0
1125 Bonham St., TX 75
(903) 784-6964
parisedc@paristexasusa.com
ATTEST:
0
Bi
Address. I Campbell Place, Box 43
Camden, NJ 08 103-1799
Attn: Legal Department
Phone: 956-342-4800
BEFORE ME, the undersigned authority, on this day personally appeared
CU.Fk�v',el . Chairman of the Paris Economic
Development Corporation, Paris, Texas, known to me to be the person whose name is subscribed
to the foregoing instrument. and acknowledged to me that he executed the same for the purposes
and considera6on therein expressed and in the capacity therein stated.
D AND SEAL OF OFFICE, this
_leday of Z'
'Pon MARTHANNE SNETHEN
% R
Nokvy Pubic
STATE OF TEXAS
Notary Public, State of iexas
COUNTY OF CAMDEN
BEFORE ME, the undersigned authority, on this day personally appeared,
M f Campbell Soup Supply Company,
LLC, a DelaOge limited liability company, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, as the act of said company and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this If1*0 day of rLetJicv&V_,
2014.
lac, to of New Jersey
WO -JOHNSON
NOTAW PUBUC OF NEW JERSEY
My COMMISS10N WM MAY 8, 2018
19
11 a Maj'7 - IN,
WHEREAS, on August 14, 2012, the Paris Economic Development Corporation
entered into an Economic Incentive Agreement with Campbell Soup Supply Company, LLC
related to Campbell Soup's $25,000,000.00 investment in a new Single Serve juice ("SS
juiceo) line at the Paris, Texas Plant; and,
WHEREAS, pursuant to City and PEDC policy, the City Council shall review all
economic incentive agreements involving an expenditure in excess of $400,000.00; and
WHEREAS, the City Council hereby finds that it is in the best interest of the City to
approve the PEDC Economic Incentive Agreement with Campbell Soup for the new Single
Serve juice ("SS j uiceA) fine at the Paris, Texas plant
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings.set out in the preamble of this resolution are hereby
in all things approved.
Section 2. That the Economic incentive Agreement dated August 14, 2012
between the Paris Economic Development Corporation and Campbell Soup Supply
Company, LLC form, attached hereto as Exhibit "Ais hereby ratified and approved.
TTEST-
MQD-
6inice 1311L, City Clerk
APPROVED AS TO FORM:
W. Ken r,C! �ty A tto Zrn ey'