2017-039 - Agreements to Amend and Terminate an Economic Incentive Agreement between Campbell Soup and PEDCWHEREAS,, 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
Agrectnent") between the Paris Economic Development Corporation ("PED�C") and Campbell
Soup Supply CIompany LI -C ("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 con-linission a new
product manufacturing line (the "PILIM Organics Line"), and
INHERES, at this tirne, 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
Con-ipany's commissioning the new Plurn Organics Line, the Board of Directors of the, PEDC
deten-nin.ed it is in the best interest of the Paris, Texas community and the local econoiny 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 finds 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 Developi-nent 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.
Section 2. That the Addendum to Economic Incentive Agreement (the "Addendum"),
attached hereto as Exhibit A and incorporated herein by reference, and the Agreement to,
Terminate Econornic Incentive Aareement Dated January 30, 2015 Between the Paris Economic
Development Corporation and Campbell Soup Supply Company LLC, attached hereto as Exhibit
B and incorporated herein by reference, are hereby ratified and approved,
I"I III 1 11111 11, i III ` 11111 111 111 111111 1!1111
F
SteveI i ffo r d,
YC Mayor
ATTEST:
Tr ice Ellis, City Clerk
AV,P�ROVED AS TO FORM:
e harii, H. Harris, City Attorney
THE STATE OF TEXA, S
COUNTY OF LAMAR
ADDENDUM TO EC"ONOMIC INCENTIVE AGREEMENT
'This, Addendum Cth.e Addendum") to an Economic Incentive Agreement
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 I and incorporated by reference
as if fully set forth herein related to Campbell Soup'si Single Serve Beverage Line; and
WKEREAS, 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, 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 %kith the PEDC's purpose of promoting economic development
and employment in the City of Paris and Lamar County, Texas, and comply with a applicable
laws and otherwise serve a public purpose in maintaining a major employer in th e City of Paris,
Texas,;
A. All references to the creation of fifty (50) new fall -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 forly-one (41) new full-time equivalent employees related to the
Single Serve Beverage Line.
B. All other ternas in the original AGREEMENT dated January 30, �2014 remain unaltered
b,�Jp'j)4, A
I)y this ADDENDUM, and remain in full force in of as if fully set forth. herein,
WT'JTJESS our hands tads 23rd. day (if October, 2017.
PAWS ECONOMIC DEVELOPMENT CORPOR.AlION
By:
Richard Manning,, Paris EDC Board Chainnam
1125 Bonbarn St., Paris, TX75460
(903) 784-6964
parisedc@,,paristexasusa.com
PEDC Secretary -Treasurer
ACKNOWLEDGMENTS
nE OF TEXAS
COUNTY OF LAMAR.
BEFORE ME, the, undersigned authority, on this day peysonally appeared
Chairman of the Paris Economic
Development Corporation, Maris, Texas, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he executed the smie for the, purposes
�md consideration therein expjvssed and in the capacity therein stated,,
m
GIVE N UNDER MY HAND AND SEAL OF OFFICE, this _._. _,, day of
2
Notary Public, State ofTexas
CAMPBELL SOUP SUPPLY (,"OMPANY, Id.L.C.
[Name, title and address of" represcniativej
A'ITEST:
Nlatne, Tide:
ACKNOWLEDGMENTS
STATE OF
COIJNTYOF,,,_,__,_
BEFORE ME, the undersigned authority, on this day personally appeared,
of Campbell Soul) Supply Company,
-
C - —,k, —no w— it" t -,o- m -,--e —to—be--t-he—pe'r—son- w-"-h"o-se—ria,ir-i'c,--i-s-s-"u b-s-cribed 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,
20 ---
GIVE N UNDER MY HAND AND SEAL OF OFFICE, this _ - - day of_ _
N
Notary Public, State of
WHEREAS, on August 14, 2012, the, Paris Econoimic Development Corporation
related to Campbell Soup's $25,,000i ' 000.00 investment in a new Single Serve juice ("SS
juice') [!neat the Paris, Texas Plant, and,
WHEREAS, pursuant to, City and PE'DC policy, the City Council shall revi,ew 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 mnith Campbell Soup for the new Single
Serve Juice ("SS juice',) line at the Parls, Texas plant
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE MY OF
PARIS, TEUS:
Siecdon 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 14i, 2012
bietween the Paris Economic Development Corporation and Campbell Soup Supply
Company, LLC form, attached hereto as Exhibit "A�, is hereby ratified and approved.
MMEMMM
s, C" Clerk
APPROVED AS TO FORKC
STATE CSF' T"
COUNTY OF LAMAR
ECONOMIC INCENTIVE AGREENIEN'r
KNOW AL,L MEN BY THE�SE PRESENTS' -
THAT, the PARIS ECONOMIC DEVELOPMENT CORPORATION, a Non -Profit
Texas Corporation, acting by and fluough its Board of Directors (hereinafter called "Paris
EDC"j and CAMPBELL SOUP SIJPPI,Y COMPANY LLC, a Delaware limited liability
company (hereinafter called "Campbell Soup"), do hemby contract and agree with each other
within this Agreement (herein so called) as follows:
WITNESSETH:
WHEREAS, the Paris EDC a local Economic Development Corporadon organized under
the Texas Development Corporation Act of 1979, codified as Chapters 301 and 504 qfthe Texas
Local Government Code (hereiDafter, the "Acl"), exists for the purpo= 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 296, Paris, Texas 75460 (the "'Property," "Plant," or "Facility"); and
WHERE,AS, Campbell Soup manuf6etures a line of "Single Serve Juice" ("SS JLrice")
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
WHERF,A.S,, the Capital Investment will include: (1) construction of a new SS Juice
produclion and packaging line at The Paris, Texas Plant, (2) acquisition and insWation 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 ernpioyees hired to opcmte and
maintain the SS Juice line; and
WHEREAS, Campbell Soup crwtcd 50 new jobs for tiie SS Juice line, and commits to,
re in a adninturn of 500 full-time equivalent employees at the Parisjexas Plant fluxyughout the
term of this Economic Incentive Agreement; and
WHEREAS, in consideration of the Capital Investment that Campbell SouT
n � is maki g in
the Paris, Texas Plant, the nem, jobs created 1br the S S Juice line and retention ofat )east 500jobs
at the Paris Facility, Paris EDC has agreed to provide certain financial incentives to Campbell
Soup as set fbyth in this Agreerriont; and
WHEREAS, the Paris EDC Board, at a regularly scheduled meeting on IgLiva_o,
2LQ,t1, approved an economic incentive offer of" FIVE HLJNDFXD THOUSAND DOLLARS
This Agreement shall be effective upon the date last executed by the Pariies; hereto and
shall remain in force for a to of five (5) years from The effective date.
11. REPRESENTATIONS AND OBLIGATIONS OF'THE PARTIMS
A. Campbell Soup's Duties, Obligations and Represeatsfloas�
I , Campbell 'Soup shall make a Capital Investment of at least $25,000,000.00 in the Paris,
Trxas Plant as part of the new SS Juice line by December 31, 2013,
2, Campbell Soup shall hire fifty (5 0) new fUJI-time employees at the, Paris, Texas Plant as
part of the new SS Juice line by December 31, 2013.
3. at Soup shall retidn a minfinum of five ,hundred (500) full-time jobs at the Panis,
Texas Plant throughout the to of this Agreement.
4, Campbell Soup shall provide Ifigh Performance Organization ("HFO") training to all
new employees working on the SS Juice line,
5. Campbell Soup hall pTovide all training to stmt. -up, operate, and successfully maintain
the SS Juice line, including any necessary cross-tyaining or HPO tmining for stained
full-time employees at the Pois, Texas Plant,
6. Canipbell Soup shall continue to operate a food and beverage manufacturing plant with a
diversified, product line at the Paris, Texas Facilityduoughoul the term of this
Agmernent.
11
7 Campbell Soup shall provide all documentation requiredby Paris EDC to verify that, the
$25,000,000.00 new Capital Investment was inade in the Paris,'Texas Facility and that 50
new full-time equivalent (FTE)Jobs were filled at the Paris, Texas Facility by Decernber
31,2013.
8. Campbell Soup shall provide a compliance statements to Paris EDC, ill a form
acceptable to Paris EDC., that verify that Campbell Soup is full cornp)iance with all terms
and conditions ofthis Agreement,
B. CSMPhCll Sunup Represents to Paris EDC the following.
I , Campbell Soup has filed all necessary plats, site plans and building permit applications
NvAb the City of Paris, Texas ("City") to construct and complete the Capital Investment
(SS Juice line), it has pulled all necessary building pentiRs, and corliplied with all City
ordinances, building and development codes in makiing the improvements to its Property
in Paris, Texas,
2, Campbell Soup shall provide annual compliance statements tio Parts EDC by January I I'
of each year that verify that all, F7E jobs referenced herein are still in place and filled at
The Paris. Texas Facility, Campbell Soup agrees to provide arty other personnel, mcords,
payroll records, documents, reports or, affidavits dectried, neciessary by Pans EDC to
verif� minimum employment/retention requiternents at the Paris facilities. Campbell
Soup shall provide these additional verification docurnemts to Paris EDC within fifteen
(15) days following request from Pat -is FDC.
I For purposes, of this Agreement, a full-time equivalent job ("FTE") shall mean
employment by Campbell Soup at the Property for a perrOD eligible to receive employee
benefits,
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 aJ1 ad valorem taxes on all real and personal
property. In the event Campbell Soup should N1 to pay any of the lawfizly imposed
taxes or fees referred to above When due, plus wty penalties, interest, costs or attorney's
fees lawfully imposed, Campbell Soup shall be consides rd in default of this Agreement
a,nd Paris EDC may term nate this Agreement and pursue recovery of any and all
economic incentives provided to Campbell Soup under thisAgreernent plus any other
rights it may have in rqWty or under the law.
5, Campbell Soup agrees riot to ernploy undocumented workers at its Paris, Texas F&cility,,
Should Campbell Soup be convicted of a violation under 9 U. C, Secticro 1324a(f)
regarding the employment of undocumented workers during the tv=n of ffiis Agreement,
it shall be de wed in defkuh and subject to termination of'Agreement and mirnbursement
of Econornic Incentive funds as provided herein.
6. Campbell Soul) agrees to operate and maintain its PaTisTexas Facility as described herein
.for the five (5) year" tenn ofthis Agreement. If Campbell Soup fails to maintair) its Paris
Facifities as set forth i this Agreement, then Campbell Soup shaM be considered in
default cf this Agreement IfCampbell Soup is unable to cure this default within duirty
(30) days following recelp! of written notice of default from Paris EDC, their Carripbell
Soup shall reimburse and repay Paris EDC aJ1 funds paid to Campbell Soup under this
Agreement within sixty (60) days.
Throughout the term of ihis 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 ofthe 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, E,DC's authorized accountants or ag.nts,
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11AMIAIMMIt 1 M � � 1111 =7 1
Paris EDC agrees to pay the above-described incentive payment of $500,000.00 to
Campbell Soup within five (5) business dkys of final approval and execution of the
Agretment by all, parties hereto
2, Paris EDC has completed its assistance to Campbell Soup in advocating tax abaternein,
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 2 "" 0 ' I " 3. Tite tax abatement agreement was authorized iD
conformity with the approve:d Tax Abatement Guidelines and Criteria of the above
named taxing jurisdictions.
3, Convene and facilitate additioneJ 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 Rmd award frorni the Texas Grovemo�r's
Office*, Financial Assistarim through the Texas Economic Development Bank, Enterprise
Zone Designation, and Federal New Market Tax Credits,
A.. Events of Default - Campbell Soup shall he in default of this Agreement ifit shall.,
I . Fail to make the $25,000,000,00 Capital Investment in the le is, Texas Facility for the SS
Juice.11 rie, as provided in this Agreement;
2. Fail to employ 50 new employees al the Paris, "I"exas Facility as part ofthe r�ew SS Juice
,line as, provided for in this Agreement;
3. Fal) to retain a minimum workforce of 500 employees at the Paris, Texas Facility
throughout the tenn of this Agreernent m any extensions thereof;
4, all to maintain and operate its Facility at the Property in Paris, Texas throughout the
texm ofthis 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,
Is
uncur-cal "MYS 471M, WTILLCII IJULICC 11*1fl r'U1-JNCLA-
default, Pans EDC shall have the right to�
L Suspend anid refuse to pay to Campbell Soup any unfunded portions of the Economic
Incentives referenced in, this Agreement
1 Sue for reimbivserrient and/or repayment of all Economic Incentive paym ents paid by
Paris EDC to Campbell Soup pursuant to this Ag�reement, plus interest, costs and
attorney's fee&
3. Suspend as of the tax year in whieb the Event of'Default occurs, all tax abaternents
granted to Campbell Soup which are still in force and effect, so ftt Campbell Soup will
be required to pay ad valorem taxes at t�he market value of the improvements with respect
to which taxes have been ebated for the year in which the: Event of Default occurs and all
future years.
Digpute Mediation: Notwithstanding the foregoing provistom to the contrary, the parties
hereto agree to mediate any disputes they have against one another before fil-ing 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 nut possible, the parties will engage an
of Pads, Texas,. Each Wy agrees to mediate in good faith to atterript 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 parly to the mediation having settlement
authority; providexL however, that any settlement which requires payment to be made by Paris
EDC is subject to fonnal approval ofthe payrrem at the next available meeting of the Board of
Directors of Paris EDC.
IN'. AMMONAL REPRESENTATIONS AND WARRANTIES:
Campbell Soup hereby represents and warrants to Payis EDC that th,e following representations
are tnre: wid correct as of the d:ate 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 o,f Texas, &S A
fbreign limited liability company, acrd has all corporate power and authority to carry on
its Wsiness 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 auffiorized to do so by the members of Campbell Soup Supply
Company, LLC and by any authority needed by its parent emporation or by other
EDC on the effective date ofthis Agreeirient, a certificate of'its lawfully provi&d for
resolutions, authorizing the execution, delivery arid performance of this Agreement,
toigether witb an incumbency certificate identifying its executive o,fficers and the officers
signing the documenis
C, Campbell Soup has received at this time all necessary rights, licenses, leases, pennits and
other evidences of authority to conduct and c:arry on its business in the State of Texas in
accordance with fhe representations it has made to Paris EDC herein,
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 baakrupicy, nor m any sueb proceedingS
contemplated by them at this time. If Campbell Soup sM- I become the Subject of
voluntary or involuntary bankruptcy proceedings during the term of this agreement, the
same shall constitute an event of default Lmder Us Agreement and under any tax
abatement agreements then in force and effectIn such event, no further incentive ftln�as
to be advanced (if any), by Paris EDC under this Agreement shall be advanced, and any
obligations of Campbell Soup to repay incenlive funds sJready adrvwiced to it by Paris
EDC tinder, the provisions herein shall be paid to Paris EDC withirt flAriy (30) days after
deman pArk F.1 if"
V, GENERAL PROVISIONS
AThis Agreement sets forth the entire understai2ding between the parties, and any other
understandings 0Jr agreernejjtS pextaining to the subject matters of this Agreement shall be
superseded by this Agreement up rt 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 pardes and specifically referrbig to this
Agreement. This Agmement is performable in Larnar County, Texas, and shall be,
goveyned by, conArUed and enforced in accordance with the laws of the State ofTexas,
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logo
B. The tems and condons 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 sbali lie exclusively in the coutu'of
Lamar Counity, Texas:, for any state court action, and in the Tj.S, District Court for the
Eastern District of Texas for any Federal Court action.
D. All representatilons, warranties. covenants and agreements o;f the partics, as well as any
tights and benefits of the parties, pertaining to the transaction contemplated hereby shall
survive the original execution date of this Agreement.
F. Any notices required to be given hereunder shall be in writing and shall be deemed to b -P.
duly delivered by mailing the same postage prepaid, by certifiled mail, return rectipt
requested (or by overnight delivery service), to the parties at tlie 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 accordarice 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-rnail.
EXECXTED on the 3a day of
2014 (herein called the
"Effective Date" of this Agreement).
PARIS ECONOMIC DEVELOPMENT CORPORATION
+ 1 & +�
� ��
� �,,A. W "� k�
STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day personally appearee,
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 exec:uted the same foy the purposes
and consideration ther:ein expressed and in the capacity therein stated.
D AND SEAL, OF OFFIM this 40y of J— zk'
4,
Notary Public, State of Texas
COUNTY OF CAMDEN
BEFORE ME, the undersigned authority, on this day personally appeared,
%-ft L01'
a
of Campbell Soup Supply Compny
LLC, a DeIaAh limited liability company, known to me to be the person whose, nmTle
subscribed to the foregoing instru�ment, 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,
RESOLUnON m,2qL--QQ6
A RESOLUTION OF THE CITY COUNCIL CSE' THE CJ TY OF PARIS, TEXAS,
APPROVING AN ECONOMIC INCENTIVE AGREEMENT' BETWEEN THE
PARIS ECONOMIC DMILOFNT CORPORATION AND CAMPBELL SOUP
SUPPLY' COMPANY, LLCO- MAKING OTHER FINDINGS AND PROVISIONS
RELATED TO THE SUBJECT.- AND DECLARING AN EFFECTIVE DA'TE,
WHEREAS, on August 14, 2012, the Paris Econornic Development CGrporation
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
jufce�') line at the Paris, Texas Plant; and,
WHERW, pursuant to City and F policy, the City Council shall review all
econornic 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 PEIEC Economic Incentive Agreement with Campbell Soup for the new Single
Serve juice ('SS juice'") line at the Paris, Texas, plant,
NOW, THEREFORE, HE IT RESOLVED BY THE CUT COUNCIL OF THE CITY OF
PARIS, TEXA&
Section, 1. That the Findings set out in the preamble of this resolution are hereby
in all things approved.
Section 2. That the Econornic Incentive Agreement dated August 14, 21012
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
APPROVED A S TO FORM,
W. Ken ar, City Attorney
Y.
,161ice EMS, City Clerk
APPROVED A S TO FORM,
W. Ken ar, City Attorney
THE STATE OF TEXAS
COUNTY OF LAMAR
AGREEMENT TO TERMINATE ECONO MICINCENTIVE AGREEMENT DATED
JANUARY 30,2014 BETWEEN THE P'ARIS ECONOMIC DEVELOPME, NT
CORPORATION AND CAMPBELL SOUP SUPPLY COMPANV LLC
w rr N E S S E TH:
WHEREAS, heretofore, on January 3 01, 2014, the PEDC and Campbell Soup entered into
the Economic Incentive Agreement attached as hereto as 'Exhibit 1 of Exhiblit A hereto and
incorporated by reference as if fWly set forth herein, related to Campbell Soup's Single �Serve
Beverage Line; and
WBEREAS, heretofore, on --',--, 20!17', the PEDC and Campbell Soup entered
into an Addendum to Economic Incentive Agreement (the "Addendum"), attached hereto as
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
tN replace the Single Serve Beverage Line at its property in Paris, Texas vAth a new product line;
and
WHEREAS, as a result of this determination, Campbell Soul) has asked to terminate the
Agreement; and
VvW,RE AS, at the time of this Termination Agreement, O"ER is in compliance with
the terms of the Agreement, as modified by the Addendum; and
WHEREAS, termination of the Agreement is consistent with encouraging development
of said Entexprise Zone to accordance with the Purposes A)y which it was created and is in
compliance with the, all applicable laws and otherwise scrves a public pw-pose in maintaining a
major einployer in the City c)f Paris, 'rexas;
NOW,THEREFORE,
]"or all of the fbregoing reasons, the PEDC and Campbell Swap do hereby mutually
contract and agree to terminate the Econornic Incentive Agreement dated Jwwary 30, 2014 and
attached hereto as Exhibit 1. to Exhibit A and incorporated herein by reference, as modified by
the Addendurn to Economic Incentive Agreement chited 201.7 and aftached hereto
as EXIIihit A and incoq)orated by reference,
Henceforth, neither the PEDC nor Campbell Soup owe an,)r further obligations to one
miothex as, a result of the Agreernent or the,. Addendurn,
WITNESS our hands tWs day ()f - 2017'.
I
PARIS ECONOMIC DEVELOPMENTCOR-PORATION
By. ....... .
Richard Manning, Paris EDC Board Chairman
11251 ornh St,,, Paris, TX 754610
(903) 784-6964
parisedc,paristcxasusa.com
ACKNOWLEDGMENTS
ST ATE OFTEXAS
COUNTY OF LAMAR
HETO"RE ME, the undersigned authority, on this day person-afly appeared
. . . ........... . . . . . , ChaJr.man of the Paris 1-1'conomic
Development Corporation, Pans, Texas, known to ine to be the person whose name is subscribed
to the foregoing instrument, and acknowled gul to ine that lie ex",uted die sayne for, the purposes
and considerationtherein expressed and in the capacity therein stated.
GIVEN"UNTI)ER NIV HAJVD AND SEAL OF OFFICE, this day,,;;
20
Notary i!Iubfic, State of-l"ex,"Is
I
("'AAWBELL, SOUP SUPPLY COMPANY, L.L.C.
MM
A.'"M,'EST'�
14aine,'Fide,.
STATE OF
[-P,,Jarne,'HtJe and address of representative]
ACKNOWLEDGMENTS
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 narne is subscribed to the foregoing insV'urnent, and
aeknowledge,d to me that he executed, the same for the purposes and consideration ffierein
expressed, as the act of said company and in the capacity therein stated.
a
GIVEN UNDER MY HAND AND SEAL OF'OFFICE, this _ ... day o �
"Notary Public, Stale of
LIST OF EN7,111RIT'S TO 'THIS AGREEN4'I,-ZNl"',-
Exhibit A . Tax Abatement Agreement dated Februmy 215, 2013
Eyhibit A: Addendum t,o Tax Abatement Agreerneut datM October 23, 2017.
THE STATE OF TEXAS
COUNTY OF LAMAR
ADDENDUM TO ECONOMIC INCENTIVE AGREEMENT
This Addendurn Cthe Addendum") to an Economic Incentive Agreement ("the
Agreement") dated January 30, 2015 is entered into by and between the PARIS ECONOMIC
DEVELOPMEN71' C'ORPORATION, a Non -Profit Texas Corporation ("PEDC"), acting by
and through its Board of'Directors, and CAMPHELL SOUP SUPPLY COMPANY LLC,
Delaware limited fiabitity company ("Campbell Soup").
W I T N E S S E T If-
WHE'REA,S, heretofore, on January 3 0, 2014, the; PEDC and Campbell Soup entered into
(be 1-konomic Incentive Agreement attached hereto as Exhibit I and incorporated by reference
as if fully set forth herein related to Carripbell Soup's Single Serve Beverage Line; and
WHEREAS, due to prevailing conditions in the industry, Campbell Soup has detemin ,
to replace the Single Serve Beverage Line at its facility in Paris, Texas with a now product Hill
and
MINIBOOM'
WHEREAS, the PEDC has agreed to said modifications of the Agreement because, said
modifications are consistent Nvith 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 PEDCs purpose of promoting economic development
and employment in the City of Pans and Lamar County, Texas, and comply with all applicable
Itews, and othemise serve a public purpose in maintaining a major employer in the City of Paris,
Texas-,
NOW, THEREFORE,
The Parties here -to do mutually contract and agree to modify the Agreement as follows9
A. All refor ences, 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 -on e (41) new fall -tiara equivalent employees related to the
Single Serve Beverage Line,
i"L All other ternis iri. the original AG'RE l"I'MENI"dated January 30, 2014 remain, unaltered
by thisA._lJ'D0IWLJM., axid rerjG.).ain in full floace in effect as ii I fidly set forth, herein,
WITNESS oux hands this 23rd day of October.$ 2017,
PARIS EC101\1 0141, C' J)'If,\71�Q,0 P MENT CORP011ATION
Richard Maraiing, Pai.is J,"'DC' Boaj.''d Chairrnar�
1125 Bonham St., wis, TX 75460
(903) 784-6964
parisedc@paristexasusaxorn
ATTEST:
ACKNOWLEDGNIFIINTS
S'rkl'E OFTEXAE
COIJNT17 OF LAMAR
BEFORE ME, the undersigned authority, on this day personally appeated
Cha innan of the Pajis Econornic
Development Corporation, Paris, Texas, known to me to be the per -son whose rianie is subscribed
to theforegoiTIV ins tyurnent, and acknowledged to mthat he executed the wine for the Purposes
wid consideration therein expressed arid in the capacity therein stated.
20
GIVEN UNDER MY HAND AND SEAL OF OFFICE, 111iS ' f`hi'y
S(F
Notary 'X8S
CAMPfi,,EIJ,., SOUPSUPPIX ("(IMPANY, I.-L.C.
["Nlarne, title andaddr(,.,,sS (.Il represera"'ativel
ACKNOWLEDGMENTS
STATTI;OF___
C"'OUNTY OF
BEFORE AIE, the undersigned authority, on d-iis day personally pp d,
of (,,anipbell our Supply Company,
1-1-C., Imown to rne to be the person whose name is subscribed to the foregoing instrument, and
aelmowledged to me that he executed the sarne for the puW, ses and consideration therein
expressed, as the act of said company and in the capacity therein stated,
20
GIVEN UNDER. MY HAND AND SEAL OF OFFICE, thiS day ,fr _ _.
I
114aiary Pul""),ir" State of
RF.SOLUTION
PASSED AND ADOPTED this 27th day of
)4 1 x
nice Ellis, CRY Clerk
APPROVED AS, TO FORM
W.
STATE OFTEXAS
COUNTY OF LAMAR
ECONOMIC INCENTIVE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS -
THAT, the PARIS ECONOMIC DEVELOPMENTCORPORATION, a Non -Profit
Texas Corporation, acting by and fluough its Board of Direclors (hereinafter called ",Paris
EDC"'), and CAMPBELL SOUP SUPPLY COMPANY LLC, a Delaware limited liability
company (hereinafter called "Caffipbell Soup"), do hereby contract and agee with each other
�xhthin this Agreement (herein so called) as follows:
($500,000,00) to Campbell Soup for the Dew Capital Investment in the ss Juice Line, 50 new
full-time jobs fo�r the SS juice line, 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 econon-dc incentive packagein an Econornic 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 Agreernent'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 apd 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 fifly (50) new jobs and to maintain 500
jobs at the Campbell Sou Facility in Paris, Texas,i and
p 1,
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 lose last executed by the Parties hereto and
shall remain in force for a to of five (5) years from the effective date.
If. REPRESENTATIONS AND OBLIGATIONS OF THE PARTIES
A. Campbell Soup's Duties, Obliptions and Representations:
1. Campbell Soup shall make a Capital Investment of at leasi $25,000,000M in the Paris,
Texas Plant as part of the tiew SS Juice line by December 31,2013,
2, Campbell Suup sMl hire fifty (50) new hill -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 (5 00) full-time jobs at the Paris,
Texas Plant droughout the term of this Agmement,
4, Campliell Soup shall provide High Peribrinance Organization ("11PO") training to all
new erriployees worldrig on the SS Juice linea
5. Campbell Soup shall provide, all training to stay -rip® opelfite and Successfully mainlain
the S8 Juice line, including any necessary cross -training or 14PO training for retained
full-time employees at the Paris, Texas Plant,
6, Campbell Soup shall continue to operate a food and beverage manufacturing plant Mdth a
diversified product line at lbe Paris, Texas l" aril throughout the term of this
Agreernent.
7. Campbell Soup shall!, provide all documentation required by P" 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
3). 20a
R. Campbell Soup shall provfde anDual cornpliante statements to Parisi EDC' in a form
acceptable to Paris EDC, that veTify that Campbell Soup is M compliance with all terms,
and conditions of this Agreement,
RM -111
1, Campbell Soup has filed all necessaty plats, site plansand building permit applications
with the City of Paris, Texas ('Vity")'lo construct and complete the Capital Investment
(SS Juice line); it bias pulled all necessary building pen -nits.. and complie:d 'With all City
ordinances, building and development codes in making the im: vements to its Property
Pro
in Parts, Texas.
Campbell Soup sball provide annual compliance statements to Paris EDC by January 3 1 '
of each year that veri fy that a�l FTE jobs referenced herein are still in place and filled at
ibe Piaris, Texn Facility. Cwnlibefl Soup agrees to provide any other personnel records,
payroll reewds, documents, reports cr aMdavits deemed necessary by Paris EDC to
verify minimurn employmentficlention requirements at the Paris facilities, Campbell
Soup shall provide these additional verification documents to Paris EDC withi�n fifteen
(15) days follo"4ng, requesi from Paris EM
3, For purposes of this Agreeirien�, a �full-time equivalent job ("FTE") shall mean
1
employment by Campbell Soup at the Property for a person eligible to receive employee
benefits.
Campbell Soup will pay all taxes when due, including, t)ut not limited to' federal
employment, payroll and Medicare taxes, on its employees; all state and local sales and
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 tbis Agreement
and Paris EDC may terminate this Agmement 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.
Campbell Soup agrees not to employ undocumenled workers at its Paris, Texas Facility
Should Campbell Soup be convicted of a violation under 8 US.C. Section J324a(f)
regarding the employment of undocumented workers during the term, of this Agreement,
it shall be deemed in default and subject to termination of kgreerrient and reimbwseffient
of Econornic Incentive fiwds as provided herein.
5. Fail to comply with all t and eondi6ons of this Agreement; or
6, Make any false representations 01' WaMntieS to Paris EDC to induce this economic
incentive agreement,
default, Paris EDC shall have the rigbi to:
L Suspend and refuse to pay to Campbell Soup any unfunded pertions olf the Economii
Incentives referenced in this Agreement,
2Sue for reimbursement and/or repayment of all Fconornic Incentive payments paid by
Paris EDC to Campbell Soup pursuant to this Agreerrient, plus interest, costs an,;,
attorney*s fees.
3, Suspend as ofthe tax year in which the Event of DefkWt occurs, all tax abatements
,gmted 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 improvWnents with respect
to wbich 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 parlies
hereto agree to mediste any disputes they have agamist one another before filing a lawsuit , , Ile
parties will attempt to agree on a professional attorney/mediator based in or wiHing to condt4gi
the mediation in Paris, Texas, but if this is not possible, the parties will engage an
J�4 0
Directors, of Paris EDC
Campbell Soup hereby represents and warrants to Paris EDC that the following representations
are true and comet as of The date of execution hereof and will continue to be true, and correct
throughout the term of this Agreemem:
A. Campbell Sogartized, validly existing and In good standing undeT the laws of
the State of Delaware, and is duly qualified to do business in the State of Texas, as a
foreip limited liability company, and has all corporate power and authority to carry on
its business as presently oonducted ir, 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 atnborily neoded by its parent corporation ar by other
M
signing the documems.
C. Campbell Soup has receivedat this time all necessary rights, licenses,, leases, permits and
other evidences of authority to conduct and carry oil its business in the: State of 'Texas in
accordance %ith the representations it has made to Paris ED,C herein.
D. Campbell Soup is aware of the statutory limitations upon Paris E,DC 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 ffie funds paid hereunder by Paris EDC pursuant to the provisions of
the Texas Economic Development Corporation Act, Chapters 501 and 504 of the TEX,
LOCGOWT CODE, Campbell Soup further acknowledges and agrees that the funds
provided to thern hereunder as an economic incentive for creating new jobs and investing
its capital in the City of Paris, Lamar County, Texas shall be 'utzed solely for the
purposes authorized under the Texas Slatute just cited and the terms of this Agreement.
Jf an BUdil Should ever detemine that the hinds were, not utiUnd by, Campbell Soup for
these purposes. such determination shall consthute a default under this Agreamen4
thereby entitling Paris EDC to exercise all of its remedies under thisAgreement and
provided to Paris EDC by, law. In this regard, Campbell Soup shall provideto Paris
EDC within thirty ('30) days after request from Paris EDC, their annual financial
stS tements that Paris EDC shall require to confm the uses of fiMs by Campbell Soup
and to verify the terrrz and provisions, of this Agreement.
E, Campbell Soup represents that it is not involved in any bankruptcy proceedings at Ws
time�, and that it has not filed a petition in bankruptcy, nor am any such proceedings
contemplated by thern at this time. If Campbell Soup shall become the subject of
voluntary or involuntary bankruptcy proceedings during the: tenn oftWs agreement, the
sarne shall constitute an event of default under this Agreement and under any tax
abatement agreeme= then in force and effect. In such event, no further incentive: fvn�as
to be advanced (if any), by Paris EDC under this Agreement shall be advanced, and any
obligations of Campbell Soup to repay incentive fimcb already advanced to it, by Paris
EDC tinder the provisions herein shall be paid to Paris EDC within thirty (30) days after
dernand from Paris EDC,
AThis Agreement sets fbrlh 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 Vaiting signed by both parties and specifically referring to this
Agreement This Agreement is pwrformable in Larnar County,, Texas, and, shall be,
governed by, construed and enforced in accordance with the tows of the State of Texas,
il
B. The ternts and conditions of 1his Agreement are binding upon the successors and assigns
of all pardes hereto. Neither this Agreement nor any interest therein, shah 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
LarnaT County, Texas, for any state curl action, and in the U.S, District Court for the
Eastern District of Texas for any Federal Cow action
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 recelpt
requested (or by overnight delivery service), to the parties at the addresses shown beneath
their signatures to this Agreement. Addresses may be chiinged by a party only by giving
xmitten notice ofsuch change to all other parties in accordance with this: paragraph at
least five (5) days in advance of delivering &e notice by mail, and at, least one (1) day in
advance of delivering the noticeby fox or e-niaiL
EXECUTED on the 3_ft day of 2014 (harein caked the
-EffeictIve Date- of this Agreement),,
C d, F,
Rebeca ClifforDC B*W rman
1 '5
125 t.
Bonham S, TX 75
(903) 784-6964
par"sack @parest exasus&com
ATTEST�
Paris EDC Secrelary-Trrasurer
C SOUP SUPPLY COMPANY, L,LC
("Campbell Soup")
Namejitle-. David B. Bie t, hairmon
Address: I Campbell Place, Box 43
Camden, NJ 08103-179:9
Attn: Legal Depadment
Phone., 06-342-0*0
AC EN
62 ".1MIANAM
COUNTV:OF LAMAR
BEFORE ME, the undersigned authonty, on this day pers,onally appeared
Efe= Chairman of 6e Paris Economic
Devel in Cornorstion Pari; Jexai, known to mi 11,66 iersw whie nvie i sisiiiheA
F71WROF JAM VVF�TTVTEILI
and consideradon therein expressed and in the capacity therein stated.
1V
UI...........
STATE OFINEW JERSEY
COUNTY OF CAMDEN
BEFORE MF, the undersigned authority, on 1his day personafly appeared,
of Cwnpbell Soup Supply Company,
LiLC, a Delaufc, limited liabA'lity company. known to, me to be, the person whose name is
subscribed to the foregoing instrument, and acknowledged to me tbal he executed the same for
the purposes and consideration therein e:xpressed, as the act of said company and in the capacity
therein stated.
M
RIS01,1171014 NO,,
A RESOLUTION Oil THE CITY COUNCM OF THE CITY OF PARIS, TCXAS,
APPROVING AN ECONOMIC INCENTIVE AGREEMENT BETWEEN THE
PAWS ECONOMIC DEVE'LOPMENT CORPORATION AND CAMPBELI, SOUP
SUPPLY COMPANY, LLC; MAKING OTHER FINDINGS AND PROVISIONS
RELATED TOTHE SUBJECT)- ANDD AN F.FFISCTIVE DATE,
WHEMS, on August 14, 2012, the Paris Economic Development Corporation
entered into an Fcon,Dnlk Incentive Agreement with Campbell Soup Supply Company, 11C
related to Campbefl Soup's $25,000,000.00 investment In a new Single Serve juice ('SS
juice lireat the Paris, Texas Plant; and,
WHORL4A pursuant to City and PEDC policy, the City Council shall review all
economic incentive agreements involving an expenditure In excess of $400,000m00; and
WHERL4S, the City Council hereby finds that it as in the best interest of the City to
approve the PEDC Sconoynic Incentive Agreement with, Campbell Soup for the, new Single
Serve nice ("SS jvfce" line at.the Maris, Texas plant
NOW, THEREPORE, BE IT RESOLVED BY THE C'ITY COUNCIL OF THE CITY OF
PAWS, TEXAS -
Section 1. That the findingshet out in the preamble of this resolution are hereby
in, all things approved.
Semr-lon, 2. That the Economic lDcentive Agreement dated August 14, 2012
between the Paris Economic Development Corporation and Campbell Soup Supply
Company, LLC form, attached hiereto as Exhibit "A', Is hereby ratified and approved,
PASSED AND ADOPTED this 276 day of)
dwyk-ic'le Ellf's, ("Itlerk
A 11PROVED AS IT) FOR141
v
"Ij yar, City Attorney