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13 - Terminating Tax Abatement dated 11-24-2008 with Campbell Soup related to the Multi-Serve Beverage LineItem No. 13 memorandum TO: City Council John Godwin, City Manager FROM: Stephanie H. Harris, City Attorney SUBJECT: Documents amending and terminating 2008 Tax Abatement Agreement with Campbell Soup Supply Company LLC relating to the Multi -Serve Beverage Line DATE: July 16, 2019 BACKGROUND: ON June 20, Council directed me to prepare documents to amend and terminate the November 24, 2008 Tax Abatement Agreement with Campbell Soup related to their Multi -Serve Beverage Line (also known as the "Fusion Line"). As you will recall, Campbell Soup is ceasing operations of the Fusion Line due to prevailing conditions in the industry, but has repurposed much of the machinery and equipment for their sauce production line. The changeover from the Fusion Line to sauce production should be workforce neutral. STATUS OF ISSUE: Council will need to approve two documents: 1. An Addendum to Tax Abatement Agreement to amend the Fusion Line agreement to reflect actual investment and employment levels so that Campbell Soup is not in default. 2. An Agreement to Terminate Tax Abatement Agreement Dated November 24, 2008 Between the City of Paris, Texas and Campbell Soup Supply Company LLC so that the Fusion Line agreement is terminated and neither party has any further obligations under that agreement. There will be no further tax abatement on equipment covered by the 2008 agreement that remains in the plant to be repurposed, nor will Campbell Soup have to reimburse any property taxes already abated under the agreement. BUDGET: The city will receive tax revenues on Fusion Line equipment remaining in the plant due to the termination of the agreement a year before it was set to expire. Additionally, Campbell Soup has made an additional capital investment of approximately $10,000,000.00 on the sauce line for which it has not sought a tax abatement, so there will be tax revenues associated with that additional investment. RECOMMENDATION: Approve a resolution approving the execution of agreements to amend and terminate the 2008 tax abatement agreement with Campbell Soup Supply Company LLC relating to the Multi -Serve Beverage Line. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS APPROVING AND AUTHORIZING AN ADDENDUM TO TAX ABATEMENT AGREEMENT DATED NOVEMBER 25, 2008 WITH CAMPBELL SOUP SUPPLY COMPANY LLC RELATING TO THE COMPANY'S SINGLE SERVE BEVERAGE LINE AND AUTHORIZING AN AGREEMENT WITH THE COMPANY TO TERMINATE SAME; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, heretofore, on November 24, 2008, the City Council of the City of Paris, Texas approved the Tax Abatement Agreement (the "Agreement") attached hereto to as a part of Exhibit A and incorporated by reference as if fully set forth herein with Campbell Soup Supply Company LLC ("Campbell Soup" or "the Company") related to Campbell Soup's Multi -Serve Beverage Line (also known as the "Fusion Line"); and WHEREAS, the term of said Agreement expires on December 31, 2019; and WHEREAS, said Agreement relates to property owned by Campbell Soup within the City of Paris, which property is located within an Enterprise Zone as set forth in the Agreement; WHEREAS, the Texas Tax Code Sec. 312.208 and tax abatement guidelines in effect in 2013 and on the date of this Resolution allow for the modification and termination of a tax abatement agreement during the term of said agreement; and WHEREAS, due to prevailing conditions in the industry, OWNER has closed the Fusion Line at OWNER's PROPERTY and has diverted resources associated with the Fusion Line to sauce production within the Paris, Texas facility and has furthermore made an additional capital investment in said sauce production of over $10,000,000.00; and WHEREAS, in consequence thereof, the Company has requested that the Agreement be modified and terminated; and WHEREAS, the City Council has agreed to said modification and termination of the Agreement because said modification and termination are consistent with encouraging development of said Enterprise Zone in accordance with the purposes for which it was created and are in compliance with the City's policy on tax abatements and all applicable laws and otherwise serve a public purpose in maintaining a major employer in the City; 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 Tax Abatement Agreement dated November 24, 2008 between the City of Paris, Texas and Campbell Soup Supply Company LLC should be amended in accordance with the terms and conditions of the proposed Addendum to the Tax Abatement Agreement attached hereto as Exhi i_ A and the same having been reviewed by the City Council and found to be acceptable and in the best interests of the City of Paris and its citizens, be, and the same is hereby, in all things approved. Section 3. That the Tax Abatement Agreement dated November 24, 2008 between the City of Paris, Texas and Campbell Soup Supply Company LLC should be terminated in accordance with the terms and conditions of the proposed Agreement to Terminate Tax Abatement Agreement Dated November 24, 2008 Between the City of Paris, Texas and Campbell Soup Supply Company LLC attached hereto as Exhibit B, and the same having been reviewed by the City Council and found to be acceptable and in the best interests of the City of Paris and its citizens, be, and the same is hereby, in all things approved. Section 5. That the Mayor is hereby authorized to execute the Addendum to Tax Abatement Agreement and Agreement to Terminate Tax Abatement Agreement Dated November 24, 2008 Between the City of Paris, Texas and Campbell Soup Supply Company LLC on behalf of the City of Paris substantially according to the terms and conditions set forth in Exhibits 1 and-?. Section 6. That this approval and the execution of the agreements on behalf of the City is not conditioned upon approval and execution of any other tax abatement agreement amendment or termination by any other taxing entity. DULY PASSED AND APPROVED this 22nd day of July, 2019. Paula Portugal, Mayor Pro Tem ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney This Addendum ("the ADDENDUM") to a tax abatement agreement AGREEMENT") dated November 24, 2008 is entered into by and between the CITY PARIS, PARTS, TEXAS, a municipal corporation, situated in Lamar County, Texas, acting and through its authorized officer whose signature appears below (hereinafter called I g by and through its authori WITNESSETH: WHEREAS, heretofore, on November 24, 2008, the CITY and OWNE.K entered into the Tax Abatement Agreement (the "AGREEMENT") attached hereto as Exhibit I and incorporated by reference as if fully set forth herein related to OWNER's Multi -Serve Serve Beverage Line (hereinafter referred to as the "Fusion Line"); and WHEREAS, said AGREEMENT relates to PROPERTY owned by OWNER within tlr* City of Paris, which PROPERTY is located within an Enterprise Zone as set forth in AGREEMENT; I WHEREAS, the Texas Tax Code Sec. 312.208 and tax abatement guidelines in effect i 2013 and on the date of the execution of this ADDENDUM (a :or of which tax abaternei guidelines effective January 22, 2018 are attached hereto as Exhibit 2 and incorporated herei by reference) allow for modifications of a tax abatement agreement during the term of sai agreement; and WHEREAS, due to careful budgeting and better than expected efficiencies in the Fusic Line, OWNER was able to install said line with a lower capital investment than anticipated 1: the AGREEMENT and to operate said line with fewer than the number of employees anticipate by the AGREEMENT; and WHEREAS, due to prevailing conditions in the industry, OWNER has closed the Fusic Line, repurposed much of the equipment on said Fusion Line and diverted resources associate with the Fusion Line for production on OWNER's sauce line, and invested over $ 10,000,000 1 said sauce production; and WHEREAS, given all of the above, OWNER has requested certain modifications to 6. AGREEMENT relating to the minimum capital investment for installing the Fusion Line an number of employees OWNER is required to maintain with respect to the Fusion Line at sai PROPERTY during the AGREEMENT; and modificationsWHEREAS, the CITY has agreed to said modifications of the AUREEMENT becau. said are consistent with encouragingdevelopment of said Enterprise Zone accordance ! pofor which it wascreated and are in compliance lipolicy on taxabatements and the ordinance creating such Enterprise1 adopted by the CITI and all applicable laws and otherwise serve a public purpose in maintaining a major employer the CITY; I � The CITY and OWNER hereto do mutually contract and agree to modify th§ AGREEMENT A. The first sentence of Section 3.2 is hereby amended read as follows: "3.2 The REAL ESTATE IMPROVEMENTS and the PERSONAL PROPERTY IMPROVEMENTS will be at a cost equal to or in excess of $41,600,000.00 and shall be substantially completed during the month of July, 2009; provided, that OWNER shall have such additional time to complete the IMPROVEMENTS as may be required in the event of `force majeure' if OWNER is diligently and faithfully pursuing completion of the IMPROVEMENTS." B. Section 5.2 is hereby amended in its entirety to read as follows: "5.2 Not later than January 1, 2010, OWNER will create at least fifty-four (54) new, permanent, full-time jobs at its Paris, Texas plant for work to be performed substantially either (a) at the site of the IMPROVEMENTS, or (b) locally in support of operations performed by others at the site of the IMPROVEMENTS. Such jobs shall be filled with priority given to promote and/or retain among equally qualified job applicants the hiring of employees first from within the Enterprise Zone, second from within the corporate limits of the City of Paris, Texas, and third, from within Lamar County, Texas, subject to the laws and regulations of the United States of American and the State of Texas, and subject to any labor contracts currently in effect and any successive contracts or past practices. The OWNER agrees that it will not fill the new, permanent, full-time jobs with employees from among its current employees at the existing site without immediately filling the positions vacated by such employees." All other terms in the original AGREEMENT dated November 24, 2008 remain unaltered by this ADDENDUM, and remain in full force in effect as if fully set forth herein. WITNESS our hands this._._._ day of.._._..._ , 2019. By:.............................................._ ....................................................................................................................... Steveiii:t L f`rliffnar°(l.„ /1. D..., Mayor 0) Jar.iice: Ellis, City, Clerk Ste11131lizinie ii. ltaiTis, City Attorney RVI"19 Scerdary CAMPBELL SOUP SUPPLY COMPANY LLC A Texas Limited Liability Company M Ricklard J Landeii,,s, Vice Illa11iiresident Tax & Real Estate LIST OF EXHIBITS TO THIS ADDENDUM: Exhibit 1. Tax Abatement Agreement dated November 24, 2008. Exhibit 2- CITY'S Guidelines and Criteria for Tax Abatements dated January 22, 2018. THE STATE oFTEXAS COUNTY OF LAMAR This agreement is entered into by and between the CITY OF PARIS, TEXAS, a home - rule municipal corporation, situated in Lamar County, Texas, acting by and through its authorized officer whose signature appears below (hereinafter called "CITY"), and CAMPBELL SOUP SUPPLY COMPANY LLC, acting by and through its authorized officer whose signature appears below (hereinafter referred to as "OWNER"), WITNESSETH: WHEREAS, the City Council ofthe City of Paris did heretofore, on the 22nd day of Sellptember. 1.IfResolution No. 2004-164;.r-1,;P�- 1" gW-ei�z- agreements in order to maintain and enhance the commercial and industrial economic and employment base of the Paris area for the long term interest and benefit of the City and its citizens; and, WHEREAS, the City Council ofthe City of Paris did heretofore, on the 12"' day of December, 2005, by Resolution No. 2005-144, as amended by Resolution No. 2006-042, dated March 13, 2006, pass and adopt a policy on tax abatement incentives and appropriate guidelines and criteria governing tax abatement agreements to be entered into by the CITY as required by the Property Redevelopment and Tax Abatement Act, as amended; WHEREAS, on November 24, 2008, the City Council of the City of Paris, Texas readopted and extended the Policy, Guidelines and Criteria for Tax Abatement Incentives for an additional two years or until such time they are further amended by Council; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 4"' day of December, 1997, following public hearings as required by law, pass Resolution No. 97-143, establishing an Enterprise Zone in the City of Paris, Texas to encourage appropriate investments by the industrial and business community and to provide tax incentives within the zone to encourage said investment as authorized by the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code, as amended (the "Act"); and WHEREAS, the PROPERTY, as defined herein, upon which the IMPROVEMENTS are to be located is situated within the Enterprise Zone and the contemplated use of the PROPERTY and IMPROVEMENTS, as hereinafter defined, in the amount as set forth in this AGREEMENT, and the other terms hereof are consistent with encouraging development of said Enterprise Zone in accordance with the purposes for which it was created and are in compliance with the CITY's policy on tax abatement incentives and the ordinance creating such Enterprise Zone adopted by the CITY and all applicable laws. , .......................... GRE W I hige I .............. E., ............... �61( 441cif T I 1JTz1raf f noirt M. 1.1 The effective date of this AGREEMENT is the 24 1h day of November, 2008, with . W tax abatement beginning with the tax year commencing January 1, 2010, and expiring on December 31, 2019. 11. Area to be Improved 2.1 The IMPROVEMENTS to be the subject of this AGREEMENT consist of (1) improvement to an existing building on real estate ("REAL ESTATE IMPROVEMENTS"), and (2) personal property, machinery and equipment (' 'PERSONAL PROPERTY IMPROVEMENTS"). Collectively, all such improvements which are the subject hereof shall be called the "IMPROVEMENTS". The IMPROVEMENTS shall be located upon and within the OWNER'S current ifficilities consisting of land, buildings and other structural improvements situated at 500 Loop 286 NW, in the City M:. Lamar County, Texas, herein called the "PROPERTY", as further depicted in Exhibit A attached hereto and made a part hereof for all ME= III. Improvements 3.1 The project contemplated in this AGREEMENT will include necessary REAL ESTATE IMPROVEMENTS to an existing building within OWNER'S Paris, Texas plant to modify the building to accommodate the OWNER'S addition of a Juice Manufacturing Line of products. The IMPROVEMENTS will require engineering and design work, procurement of equipment, infrastructure and utilities modifications and electrical and mechanical installation within the OWNER'S Paris plant. The PERSONAL PROPERTY IMPROVEMENTS include new machinery and equipment capable of producing 12, 16, 46 and 64 ounce PET bottles for V- 8, Tomato, V -Fusion and Splash juice varieties. This required equipment includes Preparation Processes, Product Blending Process, Juice Filling Process, and Labeling and Case Packing Process. All such equipment shall be particularly described in the Certificate of Completion prepared by O'�NNER after the completion and installation of the building improvements, personal property, machinery and equipment described herein. The Certificate of Completion shall be filed with the City Manager for the City of Paris, Texas and the Chief Appraiser of the Lamar County Appraisal District, Following review and confirmation of the information provided in the Certificate of Completion, said Certificate shall be duly executed by the Mayor of the City of Paris in the form attached hereto as Exhibit B. ........ . ........ - pagir, 2, $1,155,000.00, AND THE PERSONAL Flu OPEK11 IMPAMLITIE11TS will be at a cost equal to or in excess of $46,035,000.00 for the cost and installation of machinery and equipment, and shall be substantially completed during the month of July, 2009; provided, that OWNER shall have such additional time to complete the IMPROVEMENTS as may be required in the event of "force majeure" if OWNER is diligently and faithfully pursuing completion of the IMPROVEMENTS. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of OWNER including, without limitation, acts of God, or the public enemy, any natural disaster, war, riot, civil commotion, insurrection, governmental or de facto governmental action, unless caused by acts or omissions of OWNER, fires, explosions, accidents, floods, and labor disputes or strikes. The date of completion of the IMPROVEMENTS shall be set forth in the Certificate of Completion prepared by OWNER and signed by the Mayor for the City of Paris, Texas. IV. Consideration Improvements 4.1 The OWNER igrees and covenants that it will diligently and faithfully, in a good and workmanlike manner, pursue completion of the IMPROVEMENTS as provided herein. As a good and valuable consideration of this AGREEMENT, OWNER further covenants and agrees that all construction of the IMPROVEMENTS will be in accordance with all applicable state and local laws, codes and regulations or will procure a valid waiver thereof In further consideration, OWNER shall, from the date a Certificate of Completion is issued, or that the IMPROVEMENTS are completed as agreed, until the expiration of this AGREEMENT, contiDuously operate and maintain the PROPERTY and IMPROVEMNETS, including the specific units of new machinery and equipment as identified herein, as a food and juice production plant. V. n 5.1 The OWNER curreDtly employs 382 persons in permanent full-time jobs at its Paris, Texas plant that reside in the City of Paris, Texas; and it employs a total of 563 persons in permanent full-time jobs that reside in Lamar County, Texas. Additionally, OW'NER currently employs 80 or more permanent full-time employees at its Paris, Texas plant that reside in the Enterprise Zone. 5.2 Not later than January 1, 2U10, OWNEk will create at least fifty-seven (57) new, permanent, full-time jobs at its Paris, Texas, plant for work to be perfortned substantially either (a) at the site of the IMPROVEMENTS, or (b) locally in support of operations performed by others at the site of the IMPROVEMENTS. OWNER contemplates hiring 46 Production Operators, 6 Maintenance Personnel and 5 Other Personnel to comprise such new, permanent, full-time jobs. Such jobs shall be filled with priority being given to promote and/or retain among IM NTAGREEN111E. Wr Flage 3 I', ....................................... -E_ equally qualified job applicants the hiring of employees first from within the Enterprise Zone, second from within the corporate limits of the City of Paris, Texas, and third, from within Lamar County, Texas, subject to the laws and regulations of the United States of America and the State of Texas, and subject to any labor contracts currently in effect and any successive contracts or past practices. The OWNER agrees that it will not fill the new, permanent, full -time jobs with employees from among its current employees at the existing site without immediately filling the positions vacated by such employees. 5.3 OWNER agrees that during the term of this AGREEMENT it will not reduce til total number of existing permanent full-time jobs at it's Paris, Texas plant (as referenced herei plus 57 additional permanent full-time jobs as called for in this AGREEMENT. i KFI. Default/Liquidated Damage,., 6.1 In the event that (a) the IMPROVEMENTS for which an abatement has been granted are not completed in accordance with this AGREEMENT or the expenditure for the IMPROVEMENTS does not meet the amount required herein; or (b) the jobs required to be created and retained by OWNER, as provided in Article V herein, are not maintained in OWNER allows its ad valorem taxes owed the CITY to become delinquent and fails to timely and properly follow the legal procedures for protest or contest of any such ad valorem taxes; or (d) OWNER materially breaches any of the other terms and conditions of this AGREEMENT, then OWNER shall be in default of this AGREEMENT. In the event the OWNER defaults in its performance of either (a), (b) (c) or (d) above, then the CITY shall give the OWNER written notice of such default and if the OWNER has not cured such default within sixty (60) days of said written notice, this AGREEMENT maybe moed or terminated by the CITY. Notice shall be in accordance with paragraph 6.2 As liquidated damages in the event of default, and in accordance with the requirements of Section 312.205 (a)(4) of the Property Tax Code of the State of Texas, all taxes which otherwise would have been paid by OWNER to the CITY without the benefit of abatement, together with interest to be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas, with all penalties permitted by the Property Redevelopment and Tax Abatement Act and the Property Tax Code of the State of Texas, shall be recaptured and will become a debt to the CITY and shall be due, owing, and paid to the CITY within sixty (6 0) days of the expiration of the above-mentioned applicable cure period as the sole remedy of the CITY, subject to any and all lawful offseis, settlements, deductions, or credits to which OWNER may be entitled. The parties acknowledge that actual damages in the event of default and termination would be speculative and difficult to determine. V11. Personal Property Tax Abatement 7.1 Subject to the terms and conditions of this AGREEMENT, and subject to the rights and holders of any outstanding bonds of the CITY, a portion of the ad valorem property TAX ABATEMENT AGREEMENT - Page 4 taxes assessed upon the IMPROVEMENTS and otherwise owed to the CITY shall be abated. abatementSaid be an amount equal to one hundred # completedupon the r - of the IMPROVEMENTS on January I st of the year in which this tax continuingabatement commences (January 1, 2010), with this tax abatement at such percentage duringfor each year the ten (10) year term of this AGREEMENT.1 in accordance with aapplicable str i1 local law and f- or r 1 waiver thereof, provided that the OWNER shall have the right to protest or contest any assessment of the PROPERTY, and said abatementai to the amount of taxes finally determined to 1 due as a result of any such protest or contest.',' the purposes of this AGREEMENT, value of the existing real and personal prEp" of at is not subject to tax abatementf which does notA a. defined herein) shall be deemedbe the valueas shownM of the LamarCountyAppraisal January I of the year in which this AGREEMENT is executed, said amount being $130,516,540.00 t47 (Base Year ./ Value), .. same consisting$14,252,750.00 for Land and Buildings, and $116,263,790.00 for tangible PersonalProperty, with $15,764,230.00 of the value personalof the existing tangible 4p • ` • Blend Line being abatementalready abated through December 31, 2016. The current abatement which is the subject of this AGREEMENT shall extend for a period of ten (10) years beginning January 1, 2010. 7.2 The �� - be 4 governed by the POLICY. STATEMENT CRITERIA ,�D GUIDELINES, py of which is attached hereto as Exhibit - of years of the tax .b.tement anfl the percentage GUIDELINESof abatement previously granted to OWNER in this AGREEMENT in Section 7.1 above, which: shall be controlling over the term of years and the percentage of abatement stated in the POLICY; STATEMENT CRITERIA AND OR TAX ABATEMENT. comply with the requirements of Exhibit performance of this AGREEMENT,d except AGREEMENT, l�_CjITJJrr .1 The OWNER represents and warrants that neither the PROPERTY nor the IMPROVEMENTS include any real or personal property that is owned or kased by a member of e City Council of the City of Paris, Texas or by a member of the Planning and Zoning Commission of the City of Paris that approved or had any responsibility for the approving this AGREEMENT. ix. Conditions 9.1 The terms and conditions of the AGREEMENT are binding upon the successors d assigns of all parties hereto. 9.2 It is understood and agreed between the parties' in performing its obligations hereunder,acting independently,responsibility liability in connection therewith to third parties; and OWNER agrees to indemnify and hold harmless the CITY therefrom. It is further understood and agreed among the parties that the CITY, in performing its obligations hereunder, is acting independently, and the OWNER assumes no responsibility or liability in connection therewith to third parties and, to the extent permissible by law, the CITY agrees to indemnify and bold harmless the OVvNER therefrom. 10.1 The OWNER agrees that the CITY, its agents and employees, shall have the reasonable right of access to records concerning the OWNER's investment in the IMPROVEMENTS for the purpose of conducting an audit of the project improvements and project costs. Any such audit shall be made only after giving the OWNER notice at least fourteen (14) days in advance and will be conducted in such a manner as to not unreasonably interfere with the operation of the facility. Upon request, the OWNER will provide the CITY with a detailed Asset Report with an itemized list of assets placed into service from the date of execution of this AGREEMENT to December 31, 2019. The Asset Report will provide the date on which the asset was capitalized, the acquisition amount, and the accumulated depreciation amount. At the CITY's request, the OWNER will provide actual invoices to support the amounts shown on the Asset Report. 10.2 The OWNER further agrees that the CITY, its agents and employees, shall have reasonable right of access to the PROPERTY to inspect the IMPROVEMENTS in order to insure that the construction of the IMPROVEMENTS are in accordance with this AGREEMENT and all applicable state and local laws and regulations or valid waiver thereof After completion of the IMPROVEMENTS, the CITY -shall have the continuing right to inspect the PROPERTY to insure that it is thereafter maintained and operated in accordance with this AGREEMENT during the term of the AGREEMENT, and OANER shall provide evidence as to the creation of the fifty-seven (57) new, permanent, full time jobs described in this AGREEMENT. Allinspections will be made only after giving the OWNER notice at least seventy-two (72) hours in advance and such inspections shall be conducted in such a manner so as not to interfere with the operation of the facility. Representatives of the CITY inspecting the PROPERTY and improvements shall be accompanied by one (1) or more representatives of the OWNER and shall sign an agreement promising to maintain the confidentiality of any information they obtain in connection therewith except for the purposes of assessing and collecting ad valorem taxes and verifying or enforcing compliance with this AGREEMENT. Said representative shall also be required to observe any facility rule and regulation applicable to the PROPERTY. Nothing herein shall be construed as limiting the CITY's ability to perform inspections or to enter the PROPERTY the subject of this AGREEMENT. X1. al ReDortiwN 11.1 The OWNER further agrees that it will, within thirty (30) days of completion of the IMPROVEMENTS, provide CITY with �a sworn report, written on company letterhead and ]'EMEN'TAGREEMEN 1 - 1111mige 6 ........................................ I .. . ............. .igned by an authorized representative of OWNER, which contains the following informatioR (a) Copy of the printout from the Lamar County Appraisal District showing the market value of the PROPERTY prior to the construction of the IMPROVEMENTS; (c) Detailed description of any miscellaneous items of office equipment and the actual cost of such added office equipment; (d) Copy of or identification of plans and specifications of constructed improvements and the location of the same for inspection by CITY's certification team; Detailed list of and actual cost of added machinery and equipment; Actual cost of capital IMPROVEMENTS; and, (g) Date of substantial completion of the IMPROVEMENTS as defined in paragraph 3.1 hereof. 11.2 The OWNER further agrees that it will provide CITY with an annual, sworn report which contains the following information: (a)the name of each original biree in the newly created job, date of hire, and place of residence of the biree, and (b) statement as to whether or not the fifty-seven (57) new, permanent, full time jobs are still in existence and filled, and (c) the name of the current employee in the newly created job, date of hire, and place of residence of the hiree. Additionally, OWNER shall certify, in writing, that it is in compliance with each applicable term of this AGREEMENT. Such annual report shall b - r d provided by the City and attached hereto as Exhibit D. 11.3 In addition to the annual report required under Section 11.2 hereof, the OWNER her agrees that it will provide CITY a copy of its Texas Workforce Commission Employer's Quarterly Report within thirty (30) days of its filing of the same with the Texas Workforce Commission. X11. Authority to Contract 12.1. This AGREEMENT was authorized by resolution of the City Council at i regularly scheduled meeting on the 24 h day of November, 2008, authorizing the Mayor execute the AGREEMENT on behalf of the CITY. 12.2 This AGREEMENT was entered into by CAMPBELL SOUP SUPPT _k% COMPANY LLC (PARIS PLANT) pursuant to the authority granted to the authorized offici whose signature appears below. E . ME,T Page.7 ................ 12.3. This AGREEMENT shall constitute a valid and bindinM, AGREEMENT between the CITY and OWNER when executed in accordance herewith, regardless of whether any other taxing unit executes a similar agreement for tax abatement. 13.1 f! official or agent of the CITY has the power to amend, modify or alter this AGREEMENT or waive any of its conditions or to bind the CITY by making any promise or representation not contained herein. 13.2 This AGREEMENT, except by operation of law, shall not be assigned or transferred by OWNER, without the prior written consent of CITY, which consent shall be at the sole discretion of the CITY. 13.3 Any written notice required or permitted under the terms of this AGREEMENT shall be given and be deemed to have been duly served if either (1) delivered in person, or (2) deposited certihed mail, return receipt requested, postage prepaid in the United States mail,. addressed to the designated representative of the respective parties which are designated as follows: OWNER CITY CAMPBELL SOUP SUPPLY COMPANY LLC City Manager Attn: Richard J. Landers, V.P.-Taxes City of Paris 500 NW Loop 286 P. 0, Box 9037 Paris, TX 75461-9016 Paris, Texas 75461-9037 mlo; /q/11Z n�l I Campbell Place Camden, NJ 08101 Phone: (856) 968 - 2863 City Clerk City of as P. 0. Box 9037 Paris, Texas 75461-9037 or Vah"jr. f &jLAJL)J1, L11Q of said AGREEMENT shall not be affected thereby, and to this end the terms and provisions of said AGREEMENT are declared to be severable. 13.5 This AGREEMENT sets forth the entire understanding between the parties, and any other understandings or agreements shall be canceled and superseded by this AGREEMENT upon the date of execution hereof. None of the terms of this AGREEMENT shall be waived, discharged, altered or modified In any respect, except by an Agreement in writing signed by both parties and specifically referring to this AGREEMENT. The captions in this AGREEMENT are included for convenience only and shall not be taken into consideration in any construction or . 1111. . I.M.LEM. N]�'. - Page 8 interpretation of this AGREEMENT or any of its provisions. This AGRF-EtTiHN-T performable in Lamar County, Texas, and shall be governed by, construed and enforced accordance with the laws of the State of Texas. The provisions of this AGREEMENT sh apply to, bind and inure to the benefit of the CITY, OWNER, and their respective successor, and pennitted assigns, if any. I 13.6 Venue for any actions arising under this AGREEMENT shall lie exclusively the courts of Lamar County, Texas, for any State Court action, and in the U.S. District Court the Eastem District of Texas for any Federal Court action. U-5 Secretary RM CAMPBELL SOUP SUPPLY COMPANY LLC By: Richard J. LanAers, Vice President - Taxes Pamv 9 (Follows this Page) Exhi.b::Lt A (Follows this Page) CAMPBEIL11 SOUP SUPPLY COMPANY LLC !pARLIS,'rEXAS Pl,,ANT _ JUICE PROJECT IMAJOIR EQUIIPMVq--r UN CII...UIDIED uim PP. OSIE c"r EMPTYBOTTI�...E DIEPALILIETIZER EMPTY Burn IE CONVEYORS V.-.7 & FUSION EXTRUCTORS, CONTINUOUS BLEND SKID s"rIERIII IZER IFIII...Il EIR/CAPPEIR FULL Bo"rTLE CONVEYANCE IFIILII I ABLE COON...EN IINFIEIED & SPRAY COOLERS SHRINK LABIELING MODUll E II...ABELER FUl I IBOTTII IE CONVEYANCE POST LABEL CASEPACKEIR CASE 144E RS FINISHED GOODS CASE PALII..ETIZEIR CITY OF PARIS, PARIS,TEXAS REIN VESTMENTZONE DESIGNATION APPLICATION 7711SA PPI ICA 770NJV I'S TBE RECE I I �ED BY °C°17`3 NOTLESS THAN SIXTY(% DAYS PRIOR TO THE hA 71- THA TCO.VSTRIIVTIONOF THE IMPROVEMENTS IS EXPECTED TO COMMENCE, I NY%M[-'OF AITLICANT FIRM: �bliell Sou.j...1 0 .... . . ..... .......... ....... ......... mj� ... ....................... ....................... ... �2 ADDRESS: flaris 'I cxas 754160 - A — - - 3. TELEPHONE: 903-784-334] I. PROJI"U'l ADDRESS (if different from above): �J�wnlgas,*Q 5, TYPE OF BUSINESS ORGANIZATION (corporation, etc.): Limited liability Company 6. NAME(S) OF PRINCIPAL OWNERS OR OFFICERS: List Auac.hed 7. ISTHIS BUSINESS SEASONAL IN NATURE: 'YES rNO S. NUMBER OF CURRENT EMPLOYEE S: (in Enterprise Zone)D, (in City of Paris) 382 (in I-arnar County) .r I 1.(' :3. 1; 15.3i-milin lic,---------- NU.NV31"k OFNEW J013S PROPOSED: I.IS'I 'I'll] -.T)'111 -'AND NUMBER OF NEW JOBS TO BE CREATED AND THE PROJECTED SALARI'FOR E'ACII JOB: Ofher Plersoinne 1 5 plgglp]jan $j 3 01101 Wwiur 12. PLEASE PROVIDE: INFORM ATION PERTAINING TO THE TRANSFER OF JOBS RELATED TO mr-. IMPROVEMENTS OR EXPANSION: ..................... -A.p IA b .. ........ - - 13. TOTAL IMPACT ON PAYROLL FROM NEW JOBS: Aiwn"i.imatiely 511(i Aibiipgll:�, 14. PRE -PROJECT MARKET VALUES, AS DETERMINED FOR LOCAL PROPERTY TAXATION, OF THE EXISTING FACILITY, SITE, TANGIBLE PERSONAL PROPERTY, AND INVENTORY: A. REAL PROPERTY: $14,1591690 B. TANGIBLE PERSONAL PROPERTY $116,263,770 15, GIVE A DETAILED DESCRIPTION OF T14E PROPOSED IMPROVEMENTS OR EXPANSION (ATTACH ADDITIONAL SHEETS, lF NECESSARY): JUice ...,man inemclug es m'� ilill for 12.� 16. INET a ..... . . .................. !e V.R.1sj()rl'A'lncl jjuk;e varit.jes, R:e ir�pLp aration flrooqsslfl'� . ...... Product .................................................................................................. .......................................... ............................ -r . ................. . .. ...... . ................................. ................ w (..� "d I d F.ise Packlij F.3).�. ing �-ogless,jlu�k ... . ..... 1, ...] i.l.'r e �.s . . .... an, Labelirj� anal (��iase Pac g ......... ........... .......... . ................... ............... . ............. ........... ... ....... . .... _L . I .................. ...... ...................... ..... ........................ ..... ; �'&- .. 16. T14E ESTIMATED DATE OF COMPLETION OFTHE IMPROVEMENTS: jIlly, 2.1.0 0 9. 17. THE ESTIMATED DATE OF OPERATION OF THE IMPROVEMENTS OR EXPANSION: 'A I cs. ES'T'IMATES 01: AMOUNTS TO BE INVESTED. A. PURCHASE OF LAND/BUILDING: S rl..'o le .......... .B. NEW BUILDING CONSTRUCTION: S.ri gn e. 19 W a 22 23 B1 711 1)ING ADDI'I IONS: S inguic. 1) IMPROV`-.MhN'I STO EXISTING BLDG. S Ij 55,100110 ----- ----- j%1A('I­JINI-_'RY&, EQUIPMENT S F. FURNITURE& FIXTURES: S none TOTAL INV ESTM:NT AMOUNT S J47 ,11190 Q1IIIp TOTAL ABATEMENT. I :"1� , � o ol� from item 18 (please circle) A B C I!.., I., ------------------------------- "I ------------ LIS'I HIF"IYPE AND VALUE OF ECONOMIC DEVELOPMENT` INCENTIVES REQUESTED (I.E., TAX ABATEMENT, LOCAL SALES TAX REFUND, SALE OF CITY -OWNED JIRO 11 E.R'I Y, ETC.): S I9 O09 FOR I OTA L PERSONAL PROPERTY INVESTMENT INDICATED ABOVE IN ITEM 19, LINES I` & F. SIIOWPROJECTED DOLLAR VALUE IN EACH DEPRECIATION SCHEDULE. 1. (7 yr) IV. (16 yr) .................. . ........... If. H 0 yr) V. (18 yr) IIL (12 yr) S �.4 ........ v], (40 yr) S ij_ .... . .... .... . . ST ANDARD INDUSTRIAL CLASSIFICATION (SIC) NUMBER: 311900 NAME, ADDRESS, AND PHONE NUMBER OF CONTACT FOR THE PURPOSES OF THIS APPLICATION: R d arid lljjt,, 910,.3 737 22100.1........... ...... ..... ­­­.— 24 INDJUXI F] III-, DA] I- 'ANDTI,%1f- ' THAT CITY OFFICIALS MAY INSPKI'THE CIJRREN'I' FACII I MFS PRIOR TOTHE (..'()MML-NCEMEN'1'01-'CONSI'RLJC."f'ION-. If: APPLICABLE, I HE NAME, ADDRESS, AND PHONE NUMBER OF ANY CONSULTANTi FINANCIAL ADVISOR ASSISTING YOU WITH THIS APPLICATION: Nc,ar,ne 216,, Chapter 2264 of the Texas Government Code requires that each business that Submits an application to recelivea public subsidy include in the application a statement certifying that the business, or a branch, division, or department ofthe business, does not and will not knowingly employ an undocumented %orker. An undocurnented worker means an individual who, at the time of employment, I's not lawfully admitted for permanent residence to Lhe United States or authorized under the law to be employed in that manner in the United States. If after receiving a public subsidy, the business, or a branch , division, or department of the business, is convicted of a violation under 8 U.S.C. Section 1324a(o, the business shall repay the amount ofthe public subsidy with interest, at the rate and according to the other terms provided by an agreement under Section 2264.053, not later than the I 20th day after the date the public agenc�.. state or local taxing jurisdiction, or economic development corporation notifies the busineqq of the violation. I hereby certify that Campbell Soup Supply Company, LLC Paris, Texas Plant is in compliance with Chapter 2264 of the Texas (joverriment Code. 27, NAME AND 'HTLE OF PERSON WHO WILL HAVE AUTHORITY TO SIGN ANY AGRE'EME�NTS RELATED TO THIS APPLICATION: K# warawnsm: 1OR's 164 11101 _141AN P - I P ALL t AND LAND USES WITI-NN 200 FEET TO THE SITE. Available upon request. The project will take place in the existing plant. IF THE PROPERTY IS DESCRIBED BY METES AND BOUNDS, A COMPLET" 1,hGAL DESCRIPTION. Available upon request. The project will take place in t] existing plant. 3. IF A RECENT APPRAISAL HAS BEEN DONE, ATTACH THE SAME HERET OTHERWISE, ATTACH A COPY OF THE PRINTOUT FROM THE LAMA COUNTY APPRAISDSTR •. " PRTY. THIS PRINTOUT SHOULD BE AVAILABLE UPON REQUES] (mmins of appiaisals attached CERTIFICATIONS THE APPLICANT BELIEVES THE INFORMATION CONTAINED HEREIN AND SUBMITTED HEREWITH IS COMPLETE AND CORRECT TO THE BEST OF HIS OR HER KNOWLEDGE. THE HEREBY CERTIFIES THAT THE EXPANSION GR, CONSTRUCTION OF IMPROVEMENTS THE SUBJECT OF THIS APPLICATION HAS bKYT C01'41MENIC1.°.:1). THE APPLICANT' UNDERSTANDS THAT INITIATION OF' THE PROJECT PRIOR, TO RECEIVING FINAL TOCAL APPROVAL MAY RESULT IN THE LOSS OF' THE ABATEMENT. 4 THE APPLICANT UNDERSTANDS THAT, IF APPROVED, THE INFORMATION CONTAINED IN THIS APPLICATION WILL FORM THE BASIS FOR A SIGNED AGREEMENT BETWEEN THE APPLICANT FIRM AND T11E C:I'':,T'Y.. S;T.A'::[`E T J'AW AND LOCAL POLICY REQUIRE ATZRIAI, MONITORING FOR COMPLIANCE TO THAT AGREEMENT. FAILURE :ro Cr.)MPLY I.A.AY REST J:[..,T IN :[..,OSS OF' INCENTIVES.. 5 THE APPLICANT HEREBY CERTIFIES THAT TH:E F'IPJ',4 IFS CURRENT IN All.,I, TAY, OBLI(],ATIONS TO THE CITY OF PARIS, 13�y: 1 . .......... ..... ......................................................................................................... 2..N= (signature) , 666 . Name� cl I !tl�d .......................................... .......................... I! Ti tle: UP CAhAPQEl SOIlJP SUPPI "ir (70b�'IPAN, 'le LI EARI,,_ 'P S - I - I AP,' 1"'; - JI..WCE PIROJEC I" 2008 APPRAISED VALUE DESCRip"nw,ii VAIIJ11E ..................... LAND S 903,620 (refernce attached tax statements) BUILDING / BLDG IMP $ 13,349,130 F! M&E $ 62,408,380 PERSONAL PROPERTY $ 1,792,990 IN EN TORY $ 52,062,4 20 $ 116,1,1 D iftli rini&o, irivil, lipiplMIR 263 TOTAL VALUE ----------------------------- .................. ------- (-s- -e-e—o-p—lip ......... ..................... --------------- ............................................. TRX'L 3 CAPI"POL A - P R A I SAL GROUP NC 1 L'2 C / 0 8 14.27 TAX YEA, 2008 INDUSTRIAL PROPERTY Fl. PA G 1.] 1 DETAIL LISTING INCLUDING WITHHELD ITEMS ..EN'J.': 139 LAMAR COUNTY APPR OWNER ID: 000200 01vJNER: CA24PBELL SOUP COMPANY (001002) P.0, BOX 116 REND= Z PARIS "L'X 75460 Il"EM PC E,)ESC1R,'PTI(..)11.'h,l C -S -T -R -W -M -F -H -D-1-2-3 2007 VALUE 2008 VALUE F2 010 F2 L -N -P- -P- 8,661,29C 8,740,690 IMPROVEMENTS 38122 020 L2 L® -P_ 10,191,760 10,910,580 MACHINERY AND EQUIPMENT 67453 025 F2 L- --P- ....... . . . .. .... 4„730 750 4,608 440 PREGO PLANT -BUILDINGS 108618 028 E',.) L-N-P- 1.5,900,470 15,547,560 PREGO PLANT -PROCESS IMPROVEMENTS 111150 030 L2 L- -P- ..... . .... ... ....... . ....... 1. 867, 080 1 792 990 PERSONAL PROPERTY 118992 040 L2 L -N -P- 37,385 260 43,942,830 INVENTORY AT 100% 105335 080 L2 L -C -P . . ........ ........ p ...... . ..... 10, 007,100 7,731,190 INV. AT WE PACK W/H @ 100% 2300 SW 13TH FINISHED GOODS 107658 086 L2 L -C -P- 0 0 INV. AT WE PACK CLARKSVILLE ST FINISHED GOODS 402873 AND 402874 096 L2 L -N -R . .. . ........ N@ ..... ...... 0 388,400 AR SD INV. @ 6875 LR 100% FINISHED GOODS 402875 TRX113 CAPITOL P PRAI SAL CROUP I N C 11/20/08 14.27 TAX YEA,, 2008 INDUSTRIAL PROPERTY Fl__ PAGE 2 DETAIL LISTING INCLUDING WITHHELD ITEMS .. . ....... 139 LAMAR COUNTY APPR DIST OV,R\TER: CA14PBELL SOUP COMPANY (001002 P.O. BOX 116 REND=Z PARIS TX 75460 ITEM PC DESCRIPTION C S T -R W - M -- F - H - D .1.._2_3 2007 VALUE 2008 VALUE 1. 0 0 F2 L ---P- - . ......:C:?...... 19, 751, 930 0 PACE IMPROVEMENTS ABATED 7 YR YR 1 = 2000 R38122 COMBIN0353ED WITH ITEM 110 FOR 2008 40 110 F2 L -N -P- 19,751,930 20, 186,010 PACE IMPROVEMENTS 400354 130 L2 L -P -P- -P- 0 0 INV. AT WE PACK W/H 7TH SE STREET 402337 AND 402338 140 L2 L -P -P- . . .....P- 275,000 0 r® 3820 L AVE. 405625 AND 405626 150 L2 L N -P- . . ........m . . ........ 1,065,000 0 INV. 6290 HWY 271 NORTH POWDERLY 405627 AND 405628 160 F2 L --- P- -P- 8,429,800 15,764,230 COLD BLEND LINE ABATED ACCT, 117202 EX: A 1.00 EX: A 1.00 N 161 F2 -® 8,429,800 15, 764,230 COLD BLEND LINE NON -ABATED ACCT 117204 . OWNER TOTALS ........ . ........ ......... .... . 138,017,370 129,612,920 l'O'TA,XA.BA,'TENIE N C 11,1" E \1 b' (Follows this Page) F."XIIIE11,11''C ......... . ....... -11.1-1.1 ---------- -- — OF COMPLETION STAT'E OFT'EXAS COUNTY OF LAMAR. CITY OF PARIS The County of` Lamar has executed a tax abatement agreement with CAMPBELL Sotip SUPPLY COMPANY LLC (the "Owner") for the inclusion of new improvements and equipment within its existing plant in Paris, Lamar County, Texas. The Owner has complied with all terms of the tax abatement agreement and the County (if Lamar herein verifies that the improvements agreed to be built or used were in NOW THEREFORE. tile County of Lamar authorizes that the property described herein shall receive a tax abatement of 100% of the taxes assessed upon the value of` the new improvements included within its property in accordance with the Tax Abatement Agreement signed November 24, 2009, with the tax abatement beginning January 1, 2010, and extending for a duration of ten (10) years until December 31, 2019 APPROVED this 24`" day of November, 2008. IA.C,, Supery i Ile, amar County hidge F, x 114 113 T 1) 1 10 (Follows this pave) 1�1 Campbell Soup Documents Summary 'oe Awgust 2008 Board minutes reflect the following: Executive session ended at 6:35 p.m. John Wright made a motion to approve an expansion incentive agreement fior Campbell Soup %khere the PEDC advocates: 100% real and personal property lax abatement over ten (10) years with the City, County and PX on their new product line entitled Fusion. * $227.500.00 toward the training, of` 65 new employees related to the new production line. * And $3800.00 cash grant for each new permanent employee., related to the expansion, over their current total workforce of 800. The total not to exceed $250.000.00. The motion passed unaniniousl) on a second by Dick Severson. November 2008 Tax abatement agreement executed bel-,xcen Soup and City and County March 2009 Found draft of incentive Agreement saved on Director's computer. NOTE—If have found NO signed copy of this document. Draft rcllerences the following incentives: Creation oi'65 FTE jot-.,;. retention of 1000 current FTE jobs, $3500 for each new FTE job created above 1000 (page I - paragraph 6) $227.000 for workl'orce development and training Agreement effective as of March 1. 2009, effective for 60 months (page 2. paragraph 1) Maintain at least 1000 jobs (page 2, paragraph 4) $3500 paid for each additional FTE over 1000, not to exceed $250,000 (page 2, paragraph 61 $227.000 for workforce development and/or training (page 2, paragraph 8) Maintain a workforce ot'no less than 1000 FTE (page 2, paragraph 9) June 2009 PEDC board meeting minutes from .lune 9"' reference board approval of the following for Soup: As a result of executive session discussion. the board authorized an incentive package for Campbell Soup ofup to $100.000 for training and up to a $100,000 cash grant upon net gain and maintaining of employees above their current employment level. The action passed unanimously on a motion. by Dan Smith. seconded by John Wright. Found letter dated June 23'd with els cironic signature of Director. NOTE—there is no indication of whether or not this letter was sent to Soup. The letter references the following incentives as approved by the PEDC board for Cold Blend expansion: 0 $) o0,000 in workforce training Funds a 55000 pear additional FTF. over and above 850 employees. not to exceed $50,000 October 2009 Received lever from Soup requestin- payment of -$475.000 in incentives ($225.000 cash grant, $250,ed with letter is an incentive agreernerill between Soup and PE_DC. NOTE—the enclosed agreement is NOTfully executed (only signed r -I bN- Richard I -anders of Soup) and I ha% c not seen a fully executed copy, nor do J have even a draft of the agi.-crm!nt as it Is presented by Soup, The agreement references the following incentives for nc-vv beverage fine: Creation of'54 FTF ,.jobs, retention of 56? current FFF. jobs of Lamar CO. residents. $225.000 fcr ncw I-"rl- jab created above 56' (page 1. paragraph 6) $250.000 for Nvorkforce dex,clopment and training AoreLmicnt effective as of'Aiteust 1. 2009. effective for 60 months (page 2. paragraph 1) Maintain at least 563 john of` Lamar Co. residents (page 2. paragraph 4) $225.000 paid for the additional 54 FTE over 563 (page 2. paragraph 6) $250.000 for workforce development and/or training (page 2. paragraph 8) ,01 Maintain a workforce of no less than 563 FTE of Lamar Co. residents (page 2. paragraph 9) ENV "D A713M" I, the undersigrill on my oath as a corporate officer, and duly authorized to make this Affidavit oiii-.mA')ehaff of (Cotripmy Name) ... .................... ........................ . ... . ............................... . . . ............................... hereby swear and affirm that the documentation and information prepared under my direction and attached hereto, containing the names, hire dates, wage levels and place of residence of those employees filling (number) new, full-time jobs created during the calendar year 5 in accordance with the terms of the (check all that apply) incentive and/or abatement agreement(s) dated 520 . ........................................ , are, in all things true Witness my hand this -I...,.. , day of P 210, ......... . ................... RM 90= STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared known to me to be thePerson whose name is subscribed to the M. Pli'li III III I I IIIIIIIiIIIII1 FrqrPT!WrIJIFIr pan I . gp .11PITFM gill r[AT;IP) Notaryr ftbhic,'Statle of" T"ex.as 1, the undersigned, hereby certify that the (number) new, full-time jobs created during the calendar year in accordance with the terms of the (check all that apply) incentive and/or - abatement agreement(s) dated . ..................... are still in existence and filled by permanent employees. I further certify that (Company Name) is in compliance with each Witness my hand this ­ day 'ofmm. ,20 RM W -U= STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared known to me to be thePerson whose name is subscribed to the #4 09111HP6_1 consideration therein expressed and in the capacity therein stated. ME Niollary 1111iibliiq State of Texas THE STATE S 14TS Vi M5 I �! 1 i i ■ a �(i i 1i A \ 1 l t ■ a WITNESSETH: WHEREAS, heretofore, on November 24, 2008, the CITY and OWNER entered into Tax Abatement Agreement (the "AGREEMENT"), attached as hereto as Exhibit I of Exhibit hereto and incorporated by reference as if fully set forth herein, related to OWNER's Mul Serve Beverage Line (also referred to as the "Fusion Line"); and I WHEREAS, heretofore, on July 22, 2019, CITY and OWNER entered into Addendum to Tax Abatement . Agreement attached hereto as Exhibit and incorporated by reference as if fully set forth herein, modifying certain terms of s a ► and WHEREAS, the term of said AGREEMENT, as modified by the ADDENDUM, expires on December •' . • ViTHERFAS, said AGREEMENT relates to PROPERTY owned by OWNER j�n City of Paris,PROPERTY within an Enterprise 1 set fo in AGREEMENT; WHEREAS, the Texas Tax Code Sec. 312.208(b) provides that a tax abatcme agreement . be terminated by mutual consentof parties agreement was approved andexecuted; WHEREAS, due to prevailing conditions in the industry, OWNER has closed the Fusion Line at OWNER's PROPERTY and has diverted resources associated with the Fusion Line to sauce production within the Paris, Texas facility and has furthermore made an additional capital investment in said sauce production of over $10,000,000.00; and AGREEMENT;WHEREAS, as a result of this determination, OWNER has asked to terminate th-,§ AT V lip 1101118 WHEREAS, the CITY has agreed to said termination of the AGREEMENT because the redirection of resources from the Fusion Line to sauce production is in the best interest of the CITY and the Enterprise Zone in that it will contribute to the sustainability and growth of OWNER's PROPERTY; and WHEREAS, termination of the AGREEMENT is consistent with encouraging development of said Enterprise Zone in accordance with the purposes for which it was created and is in compliance with the CITY's policy on tax abatements and all applicable laws and otherwise serves a public purpose in maintaining a major employer in the CITY; For all of the foregoing reasons, CITY and OWNER hereto do hereby mutually contract and agree to terminate the Tax Abatement Agreement dated November 24, 2008 and attached hereto as Exhibit I to Exhibit A and incorporated herein by reference, as modified by the Addendum to Tax Abatement Agreement dated July 22, 2019 and attached hereto as Exhibit A and incorporated by reference. Henceforth, neither CITY nor OWNER owe any further obligations to one another as a result of the AGREEMENT or the ADDENDUM, and no tax abatement shall be granted on the property the subject of the AGREEMENT for tax year 2019. WITNESS our hands this day of 2019. 51 LV6016W City clerk Su,'-.phanic.11. Harris, City !kttomey 1 Steven J. Cli ff.ord, M. 1.x, Nlayor IMMIL4.1roky 0 Secretary RichwA J. I.,anclers,, �vri<,,e , 1: 3n;.,�,Siderft. Tax & Real Estate LIST OF EXHIBITS TO THIS AGREEMENT - Exhibit A-1:Tax Abatement Agreement dated February 25, 2013 0 TWE STATE OF Tr-kAS COUNTY OF LAMAR This Addendum ("the ADDENDUM") to a tax abatement agreement (" AGREEMENT") dated November 24, 2008 is entered into by and between the CITY OD] PARIS, PARIS, TEXAS, a municipal corporation, situated in Lamar County, Texas, acting and through its authorized officer whose signature appears below (hereinafter called "CITY' and CAMPBELL SOUP SUPPLY COMPANY LLC acting by and through its authoriz officer whose signature appears below (hereinafter referred to as "OViNER"). 0,1j"MIN Do 8 11, A �WATA I I DI '19 W.MMM �40 �61 - I ax ADatement Agreell by reference as if fully set forth herein related to O`WNER's Multi -Serve Serve Beverage Line (hereinafter referred to as the "Fusion Line"); and 1411!111111111111 111!!Iriiiijjpjjjj��* I WHEREAS, said AGREEMENT relates to PROPERTY owned by OWNER within the City of Paris, which PROPERTY is located within an Enterprise one as set forth in the AGREEMENT; WHEREAS, the TexasTax Code Sec. 312.208 and tax abatement guidelines in effect iD 2013 and on the date of the execution of this ADDENDUM (a copy of which tax abatement guidelines effective January 22, 2018 are attached hereto as Exhibit 2 and incorporated herein by reference) allow for modifications of a tax abatement agreement during the term of sai-i agreement; and WHEREAS, due to careful budgeting and better than expected efficiencies in the Fusicm Line, OWNER was able to install said line with a lower capital investment than anticipated the AGREEMENT and to operate said line with fewer than the number of employees anticipat by the AGREEMENT; an►I d WHEREAS, due to prevailing conditions in the industry, WYNNER has closed the Fusi Line, repurposed much of the equipment on said Fusion Line and diverted resources associat with the Fusion Line for production on OWNER's sauce line, and invested over $10,000,000 said sauce production; and WHEREAS, given all of the above, OWNER has requested certain modifications to the AGREEMENT relating to the minimum capital investment for installing the Fusion Line and number of employees OWNER is required to maintain with respect to the Fusion Line at said PROPERTY during the AGREEMENT; and WHEREAS, the CITY has agreed to said modifications of the AGREEMENT because said modifications are consistent with encouraging development of said Enterprise Zone in accordance with the purposes for which it was created and are in compliance with the CITY's policy on tax abatements . ! the ordinance 1rise Zone adopted by maintainingand all applicable laws and otherwise serve a public purpose in a major employer the CITY; The CITY and OWNER hereto do mutually contract and agree to modify the AGREEMENT R follows: firstA. The sentence of Sectionhereby amended read as follows: "3.2 The REAL ESTATE IMPROVEMENTS and the PERSONAL PROPERTY IMPROVEMENTS will be at a cost equal to or in excess of $41,600,000.00 and shall be substantially completed during the month of July, 2009; provided, that OWNER shall have such additional time to complete the IMPROVEMENTS as may be required in the event of `force majeure' if OWNER is diligently and faithfully pursuing completion of the IMPROVEMENTS." B. Section 5.2 is hereby amended in its entirety to read as follows: "5.2 Not later than January 1, 2010, OWNER will create at least fifty-four (54) new, permanent, full-time jobs at its Paris, Texas plant for work to be performed substantially either (a) at the site of the IMPROVEMENTS, or (b) locally in support of operations performed by others at the site of the IMPROVEMENTS. Such jobs shall be filled with priority given to promote and/or retain among equally qualified job applicants the hiring of employees first from within the Enterprise Zone, second from within the corporate limits of the City of Paris, Texas, and third, from within Lamar County, Texas, subject to the laws and regulations of the United States of American and the State of Texas, and subject to any labor contracts currently in effect and any successive contracts or past practices. The OWNER agrees that it will not fill the new, permanent, full-time jobs with employees from among its current employees at the existing site without immediately filling the positions vacated by such employees." All other terms in the original AGREEMENT dated November 24, 2008 remain unaltered by this ADDENDUM, and remain in full force in effect as if fully set forth herein. WITNESSour hands this ................... day of .......................................................... 2019. y:...................................................................................................... Stt-ven 3. t:;lii.l::l ml, IV. D a;"or N �anice E11115s, City Cle:rk. 0 14 • 5 -13 FIVI FU*3 IT in Stephanie H. lfan.-is, City Attorney UMMW Secrewi,y F&M POP K19 M 10 .0 Richard J., Landers, Vice President Tax & Real Estate LIST OF EXHIBITS TO THIS ADDENDUM. ij�pjii 11 1111111!11 1 Exhibit 2: CITY'S Guidelines and Criteria for Tax Abatements dated January 22, 2018. ki THE STATE OF TEXAS COUNTY OF LAMAR TAX ABATEMENT AGREEMENT This agreement is entered into by and between the CITY OF PARIS, TEXAS, a home - rule municipal corporation, situated in Lamar County, Texas, acting by and through its authorized officer whose signature appears below (hereinafter called "CITY"), and CAMPBELL SOUP SUPPLY COMPANY LLC, acting by and through its authorized officer whose signature appears below (hereinafter referred to as "01ANER"). WITNESSETH - WHEREAS, the City Council of the City of Paris did heretofore, on the 22nd day of Se3tember 2004 bkReso'04 - agreements in order to maintain and enhance the commercial and industrial economic and employment base of the Paris area for the long term interest and benefit of the City and its citizens; and, WHEREAS, the City council of the City of'Paris did heretofore, on the 12"' day of December, 2005, by Resolution No. 2005-144, as amended by Resolution No. 2006-042, dated March 13, 2006, pass and adopt a policy on tax abatement incentives and appropriate guidelines and criteria governing tax abatement agreements to be entered into by the CITY as required by the Property Redevelopment and Tax Abatement Act, as amended; WHEREAS, on November 24, 2008, the City Council of the City of Paris, Texas ceadopted and extended the Policy, Guidelines and Criteria for Tax Abatement Incentives for 0 Rdditional two years or until such time they are further amended by Council; and, WHEREAS, the City Council of the City of Paris did heretofore, on the 4 1h day of December, 1997, following public hearings as required by law, pass Resolution No. 97-143, establishing an Enterprise Zone in the City of Paris, Texas to encourage appropriate investments A y the industrial and business community and to provide tax incentives within the zone to encourage said investment as authorized by the Texas Enterprise Zone Act, Chapter 2303, Texas Government Code, as amended (the "Act"); and WHEREAS, the PROPERTY, as defined herein, upon which the IMPROVEMENTS are to be located is situated within the Enterprise Zone and the contemplated use of the PROPERTY and IMPROVEMENTS, as hereinafter defined, in the amount as set forth in this AGREEMENT, and the other terms hereof are consistent with encouraging development of said Enterprise Zone in accordance with the purposes for which it was created and are in compliance with the CITY's policy on tax abatement incentives and the ordinance creating such Enterprise Zone adopted by the CITY and all applicable laws. 1.1.11A Alialk" - Page I P-5%-(Awr I NOW, THEREFORE, The Parties hereto do mutually contract and agree as follows: I. Term 1.1 The effective date aft is AGREEMENT is the 24 1h day of November, 2008, with tax abatement beginning with the tax year commencing January 1. 2010, and expire g on December 31, 2019. IT. Area to be IMDroved 2.1 The IMPROVEMENTS to be the subject of this AUREEMENT consist improvement to an existing building on real estate ("REAL ESTATE IMPROVEMENTS"), an -e- (2) personal property, machinery and equipment ("PERSONAL PROPERTY IMPROVEMENTS"). Collectively, all such improvements which are the subject hereof shall bs called the "IMPROVEMENTS". The IMPROVEMENTS shall be located upon and within thv OWNER'S current facilities consisting of land, buildings and other structural improvements situated at 500 Loop 286 NW, in the City of Paris, Lamar County, Texas, herein called the "PROPERTY", as further depicted in Exhibit A attached hereto and made a part hereof for all Ill. Improvements 3.1 The project contemplated in this AGREEMENT will include necessary REAL ESTATE IMPROVEMENTS to an existing building within OWNER'S Paris, Texas plant to modify the building to accommodate the OV*1NER'S addition of a Juice Manufacturing Line of products. The IMPROVEMENTS will require engineering and design work, procurement of equipment, infrastructure and utilities modifications and electrical and mechanical installation within the OWNER'S Paris plant. The PERSONAL PROPERTY IMPROVEMENTS include new machinery and equipment capable of producing 12, 16, 46 and 64 ounce PET bottles for V- 8, Tomato, V -Fusion and Splash juice varieties. This required equipment includes Preparation Processes, Product Blending Process, Juice Filling Process, and Labeling and Case Packing Process. All such equipment shall be particularly described in the Certificate of Completion prepared by O)NNER after the completion and installation of the building improvements, personal property, machinery and equipment described herein. The Certificaie of Completion shall be filed with the City Manager for the City of Paris, Texas and the Chief Appraiser of the Lamar County Appraisal District, Following review and confinnation of the information [srovided in the Certificate of Completion, said Certificate shall be duly executed by the Mayor -kibit B. vf the City of Paris in the form attached hereto as.E..x.l ........................................... !:9W,1d'ABAVrENIENT.. .I�JEEJIAIENT - F'Rge 2 3.2 The REAL I IMPROVEMENTS will be at a cost equal to or in excess of $1,155,000.00, AND THE PERSONAL PROPERTY IMPROVEMENTS will be at a cost equal to or in excess of $46,035,000.00 for the cost and installation of machinery and equipment, and shall be substantially completed during the month of July, 2009 provided, that OWNER shall have such additional time to complete the IMPROVEMENTS as may be required in the event of "force majeure" if OWNER is diligently and faithfully pursuing completion of the IMPROVEMENTS. For this purpose, "force majeure" shall mean any contingency or cause beyond the reasonable control of OWNER including, without limitation, acts of God, or the public enemy, any natural disaster, war, riot, civil commotion, insurrection, governmental or de facto governmental action, -unless caused by acts or omissions of OWNER, fires, explosions, I I lods, and labor dis(#.,utes or strikes, The date of comycletion of the IMPROVEMENTS shall be set forth in the Certificate of Completion prepared by OWNER and signed by the Mayor for the City of Paris, Texas. 4.1 The OWNER agrees and covenants that it will. diligently and faithfully, in a good and workmanlike manner, pursue completion of the IMPROVEMENTS as provided herein. As a good and valuable consideration of this AGREEMENT, OWNER further covenants and agrees that all construction of the IMPROVEMENTS will be in accordance with all applicable state and local laws, codes and regulations or will procure a valid waiver thereof In farther consideration, OWNER shall, from the date a Certificate of Completion is issued, or that the IMPROVEMENTS are completed as agreed, until the expiration of this AGREEMENT, continuously operate and maintain the PROPERTY and IMPROVEMNETS, including the specific units of new machinery and equipment as identified herein, as a food and juice production plant. 5.1 The OWNER currently employs 382 persons in permanent full-time jobs at its Paris, Texas plant that reside in the City of Paris, Texas; and it employs a total of 563 persons in permanent full-time jobs that reside in Lamar County, Texas. Additionally, OV-TNER currently employs 80 or more permanent full-time employees at its Paris, Texas plant that reside in the Enterprise Zone. 5.2 Not later than January 1, 2010, OWNER will create at least fifty-seven permanent, full-time jobs at its Paris, Texas, plant for work to be performed substantially either (a) at the site of the IMPROVEMENTS, or (b) locally in support of operations performed by others at the site of the IMPROVEMENTS. OWNER contemplates hiring 46 Production Operators, IF Maintenance Personnel and 5 Other Personnel to comprise such new, perinarient, full-time jobs. Such jobs shall be filled with priority being given to promote and/or retain among I ��'A,XABA'Il�EMEN'I'A(.�'R�EIEM�E�N�'T PagO ..................................................................................................................... __ equally qualified job applicants the hiring of employees first trorn within the Enterprise Zone, second from within the corporate limits of the City of Paris, Texas, and third, from within Lamar County, Texas, subject to the laws and regulations of the United States of America and the State of Texas, and subject to any labor contracts currently in effect and any successive contracts or past practices. The OWNER agrees that it will not fill the new, permanent, full -time jobs with employees from among its current employees at the existing site without immediately filling the positions vacated by such employees. 5.3 OWNER agrees that during the term of this AGREEMENT it will not reduce the total number of existing permanent full-time jobs at it's Paris, Texas plant (as referenced herein) plus 57 additional permanent full-time jobs as called for in this AGREEMENT. VI. Default/Liquidated Damages 6.1 In the event that (a) the IMPROVEMENTS for which an abatement has been granted are not completed in accordance with this AGREEMENT or the expenditure for the IMPROVEMENTS does not meet the amount required herein; or (b) the jobs required to be created and retained by OWNER, as provided in Article V herein, are not maintained in 4 to become delinquent and fails to timely and properly follow the legal procedures for protest or cI ntest of any such ad valorem taxes; or (d) OWNER materially breaches any of the other terms and conditions of this AGREEMENT, then OWNER shall be in default of this AGREEMENT. In the event the OWNER defaults in its performance of either (a), (b) (c) or (d) above, then the CITY shall give the OWNER written notice of such default and if the OWNER has not cured such default within sixty (6 0) days of said written notice, this AGREEMENT maybe modified or terminated by the CITY. Notice shall be in accordance with paragraph 6.2 As liquifl. teddamages in the event of default, and in accordance with the requirements of Section 312.205 (a)(4) of the Property Tax Code of the State of Texas, all taxes which otherwise would have been paid by OWNER to the CITY without the benefit of abatement, together with interest to be charged at the statutory rate for delinquent taxes as determined by Section 33.01 of the Property Tax Code of the State of Texas, with all penalties permitted by the Property Redevelopment and Tax Abatement Act and the Property Tax Code of the State of Texas, shall be recaptured and will become a debt to the CITY and shall be due, owing, and paid to the CITY within sixty (60) days of the expiration of the above-mentioned applicable cure period as the sole remedy of the CITY, subject to any and all lawful offsets, settlements, deductions, or credits to which OWNER may be entitled. The parties acknowledge , a zmo tr_ial-d-amages in the event of default and termination would be speculative and difficult to deten-nine. 14l. Personal Property Tax Abatement 7.1 Subject to the terms and conditions of this AGREEMENT, and subject to the rights and holders of any outstanding bonds of the CITY, a portion of the ad valorem propealy M.EHT. - Pwga 4 ....... ..... taxes!on the IMPROVEMENTS and otherwise owed to the CITY shallir !i Said abatementbe i" iunt equal to one hundredi` i of r assessed upon the completed value of the IMPROVEMENTSon Januaryr abatement commences (January 1, 2010), with this tax abatement continuing at such percentage for each year during the ten (10) year term of this AGREEMENT. . be in accordance applicable ad local lawand regulations or valid waiver thereof, provided that the OWNER shall haveto protest • _. s ,i r due as a result of any such protest or contest. For the purposes of this AGREEMENT, .I value of the existing real and personal property i tax abatement and which doeA IMPROVEMENTS (as defined herein) shall be deemed to be the valueas on the taxAppraisal . 4 January I of the year in which this AGREEMENT is executed, said amount being $130,516,540.00 i .consisting of for Land and Buildings, $116,263,790.00 for tangiblePersonal Property,$15,764,230.00 of the value of the tangible personal f consisting 4OWNER'Sf being rf abated� throughi ! abatement which is the subject of this AGREEMENT M for a period o ; 0 years beginningJanuary 1, 2010. 7.2 The abatement granted herein shall be subject to and governed by the POLICY� STATEMENT CRITERIA AND ` . copy of attached hereto as Exhibit of years of the tax abatement and the percentage of abatement previously granted to OWNER in this AGREEMENTSectionfo shallbe controlling over of yearsand the percentage .f.tement stated in the r STATEMENT CRITERIA AND GUIDELINES FOR TAX ABATEMENT.OWNERshall comply of r performance except that, in the event of a conflict between the requirements of Exhibit and this AGREEMENT, r 71111 Ills Wo COTTictOf 17twi 8.1 The OWNER represents and warrants that neither the PROPERTY nor the IMPROVEMENTS include any real or personal property that is owned or leased by a member o e City Council of the City of Paris, Texas or by a member of the Planning and Zoning Commission of the City of Paris that approved or had any responsibility for the approving this AGREEMENT. . Conditions 9.1 The terms and conditions of the AGREEMENT are binding upon the successors and assigns of all parties hereto. 9.2 It is understood and agreed" performing its obligations hereunder, is acting independently, r' the CITY assumes no responsibility or liability in connection therewith to third parties; and OWNER agrees to indemnify and hold harmless the CITY therefrom. It is further understood and agreed among the parties that the CITY, in performing its obligations hereunder, is acting independently, and the OWNER assumes no responsibility or liabty in connection therewith to third parties and, to the extent permissible by law, the CITY agrees to indemnify and bold harmless the OWNER therefrom. X. Compliance Provisions 10.1 The OWNER agrees that the CITY, its agents and employees, shall have the reasonable right of access to records concerning the OWNER's investment in the IMPROVEMENTS for the purpose of conducting an audit of the project improvements and project costs. Any such audit shall be made only after giving the OWNER notice at least fourteen (14) days in advance and will be conducted in such a manner as to not unreasonably interfere with the operation of the facility. Upon request, the OWNER will provide the CITY with a detailed Asset Report with an itemized list of assets placed into service from the date of execution of this AGREEMENT to December 31, 2019. The Asset Report will provide the date on which the asset was capitalized, the acquisition amount, and the accumulated depreciation amount. At the CITY's request, the OWNER will provide actual invoices to support the amounts shown on the Asset Report. 10.2 The OWNER further agrees that the CITY, its agents and employees, shall have reasonable right of access to the PROPERTY to inspect the IMPROVEMENTS in order to insure that the construction of the IMPROVEMENTS are in accordance with this AGREEMENT and all applicable state and local laws and regulations or valid waiver thereof. After completion of the IMPROVEMENTS, the CITY shall have the continuing right to inspect the PROPERTY to insure that it is thereafter maintained and operated in accordance with this AGREEMENT during the term of the AGREEMENT, and OWNER shall provide evidence as to the creation of the fifty-seven (57) new, permanent, fall time jobs described in this AGREEMENT. Allinspections will be made only after giving the OWNER notice at least seventy-two (72) hours in advance and such inspections shall be conducted in such a manner so as not to interfere with the operation of the facility. Representatives of the CITY inspecting the PROPERTY and improvements shall be accompanied by one (1) or more representatives of the OWNER and shall sign an agreement promising to maintain the confidentiality of any information they obtain in connection therewith except for the purposes of assessing and collecting ad valorem taxes and verifying or enforcing compliance with this AGREEMENT. Said representative shall also be required to observe any facility rule and regulation applicable to the PROPERTY. Nothing herein shall be construed as limiting the CITY's ability to perform inspections or to enter the PROPERTY the subject of this AGREEMENT, 11.1 The OWNER farther agrees that it will, within thirty (30) days of completion of the IMPROVEMENTS, provide CITY with a sworn report, written on company letterhead and '1� HIELM,ENI 'I� Page 16 I Rill 111� RE! WR IS I (a) Copy of the printout from the Lamar County Appraisal District showing the market value of the PROPERTY prior to the construction of the IMPROVEMENTS; 038=911991M (c) Detailed description of any miscellaneous items of office equipment and the actual cost of such added office equiM- and the location of the same for inspection by CITY's certification team; Detailed list of and actual cost of added machinery and equipment; (g) Date of substantial completion of the IMPROVEMENTS as defined in paragraph 3.1 hereof 11.2 The OWNER further agrees that it will provide CITY with an.annual, sworn report which contains the following information: (a)the name of each original hiree in the newly created job, date of hire, and IN of residence of the hiree, and (b) statement as to whether or not the fifty-seven (57) new, permanent, full time jobs are still in existence and filled, and (c) the name of the current employee in the newly created job, date of hire, and place of residence of the hiree. Additionally, OWNER shall certify, in writing, that it is in compliance with each applicable term of this AGREEMENT. Such annual report shall be ffirnished on the forms provided by the City and attached hereto as Exhibit D. 11.3 In addition to the annual report required under Section 11.2 hereof, the OWNER further agrees that it will provide CITY a copy of its Texas Workforce Commission Employer's Quarterly Report within thirty (30) days of its filing of the same with the Texas Workforce Commission. X11. Authority to Contract 12.1. This AGREEMENT was 1h authorized by resolution of the City Council at il regularly scheduled meeting on the 24 day of November, 2008, authorizing the Mayor execute the AGREEMENT on behalf of the CITY. 12.2 This AGREEMENT was entered into by CAMPBELL SOUP SUPPLa COMPANY LLC (PARIS PLANT) pursuant to the authority granted to the authorized offici whose signature appears below. i Paige 7 12.3. This AGREEMENT shall constitute a valid and binding AGREEMENT between the CITY and OWNER when executed in accordance herewith, regardless of whether any other taxing unit executes a similar agreement for tax abatement. 33,1 No officer, official or agent of the CITY has the power to amend, modify or alter this AGREEMENT or waive any of its conditions or to bind the CITY by making any promise or representation not contained herein. 112 This AGREEMENT, except by operation of law, shall not be assigned or transferred by OWNER, without the prior written consent of CITY, which consent shall be at th* sole discretion of the CITY. 13.3 Any written notice required or permitted under the terms of this AGREEMENT, shall be given and be deemed to have been duly served if either (1) delivered in person, Or (2) deposited certified mail, return receipt requested, postage prepaid in the United States mail, addressed to the designated representative of the respective parties which are designated as follows: OWNER CITY CAMPBELL SOUP SUPPLY COMPANY LLC City Manager At n: Richard J. Landers, V.P.-Taxes City of Paris 500 NW Loop 286 P. 0. Box 9037 Paris, TX 75461-9016 Paris, Texas 75461-9037 Aith a C H19d 0111#K, -1A1 I Campbell Place Camden, NJ 08101 Phone: (856) 968 - 2863 City Clerk City of Paris, Texas Box 9037 Paris, Texas 75461-9037 13.4 If any term or provision of this AGREEMENT sball be declared unconstitutiona or void by any court of competent jurisdiction, the constitutionality and validity of the remainde of said AGREEMENT shall not be affected thereby, and to this end the ternis and provisions ol said AGREEMENT are declared to be severable. I 13.5 This AGREEMENT sets forth the entire understanding between the parties, and any other understandings or agreements shall be canceled and superseded by this AGREEMENT uF on the date of execution hereof. None of the terms of this AGREEMENT shall be waived, discharged, altered or modified 'in any respect, except by an Agreement in writing signed by both parties and specifically referring to this AGREEMENT. The captions in this AGREEMENT are included for convenience only and shall not be taken into consideration in any construction or EIMENJAGIRJEE� 1,N Page 8 A ................. . ............................. . . ................. UIIIMIE�' 1111�11 interpretation of this AGREEMENT or any of its provisions. This AGREEfTMAT is foerforniable in Lamar County, Texas, and shall be governed by, construed and enforced in accordance with the laws of the State of Texas. The provisions of this AGREEMENT shall apply to, bind and inure to the benefit of the CITY, OWNER, and their respective successors, and permitted assigns, if any. 13.6 Venue for any actions arising under this AGRF-EMENT shall lie exclusively the courts of Lamar County, Texas, for any State Court action, and in the U.S. District Court the Eastern District of Texas for any Federal Court action. I 0 Secretary W1#1 CAmPBEi LL SOUP SUPPLY COMPANY LLC By: Richard J. Lan ers, Vice President ® Taxes EF . � ,ME Page 9 ............... n. - 'mmCw Y (Follows this Page) V%jj I HIT 13 T E,NIEAN'T. A Ci ll Ill lF." M ]EN" L (F(illows this Page) .!?ARIIS,_TIF,XAS PLANT JUI EPROJE ..T. I(Tj6.. R EQUIPMENT PENT IINh;,,JUDIED in PROJECT EMP"Ir'Y IBOTTLE DE LII...E C"IIZEIR EMPTY BOTTLE CONVEYORS ,..7 & FUSION IETIUl'T. CONTINUOUS EU...IEND SIKID STERILIZER F111 11 ERICAPPER IFULIL, "rTII,,.IE CONVEYANCE F11 11 LABII E C0011 ER INFEED & SPIRAYOlI..,E SHRINK LABELING ELIN I4 O UI,.,E, II_A. EII...E FULL. I130"lr"TI...E CONVEYANCE E "I' L BIFU... IEPAC KEIT CASE CONVEYORS FINISHED GOODS CASE PALIL.ETIZER CITY OP- PARIS, PARIS, TEXAS REINVESTMENTZONE DESIGNATION APPLICATION 7711SAPPI /CI BYTHE CITYNOTLESS THANSIXTY(60) DAYSPRIoR TO Tllj: DATE TllA7'('OA',WW I IC7'10.N'OF MEW PROVE, MENTS ISEXPECTED TO COMMENCE, I NNAMFOI: APPLICANTFIRM: 1.Hjlvhgll 5.2.!-w5...mmmla .2. ..P... nx, ADDRESS: 50101j,ocip..286 N\A,�' Paris' I exas, 754160 ....... ......... -- ............ . 3 '1"1 ill: III IONE,: 903 78,4 1:541 � 4. PRO3 I'VI ADDRESS (if different from above): Sanic 5, J N'llf,"OF BUSINE.SS ORGANIZATION (corporation, etc,): Limited I.jability('ompany 6. NAMEN OF PRINCIPAL OWNERS OR OFFICERS: S. NUMBER 01; CURRENTMPLOYE-ES: (in Enterprise Zone) (in City of Paris) 2. (in Lamar County) 563 .................. ! ('URRJ.-:N"! I'AN'RoI.I.(in C'it}'ol'ilaris): S 153 m1flioll . .......... ......................................... ............ 10. NUNIF31'R OF NI-'W.lOBS PROPOSED: ]I. LIS' 'HIL TYPE AND NUM131--'R OF NEW JOBS 'TO BE CREATED AND THE PROJECTED SALARY FOR EACH J013: PI 410:N - - �4.�X1..1.7,051b(,:)ur ��.g ................ ...... I . ............. 12. PI -1- ' ASE PROV 11) EINFORMATION PERTAINING TO THE TRANSFER OF JOBS RELATED TO HIE IMPROVEMENTS OR EXPANSION: 'q! AmAicable. 3 TOTAL IMPACT ON PAYROLL FROM NEW JOBS: Its.t.n ......... . .... . . ..... 14, PRF -PROJECT MARKET VALUES, AS DETERMINED FOR LOCAL PROPERTY TAXATION, OF Tlil- EXISTING FACILITY, SITE, TANGIBLE PERSONAL PROPERTY, AND INVENTORY: A. REAL PROPE'R'TY: $14,159,690 B. TANGIBLE PERSONAL PROPERTY $l 16,263,770 15, GIVE A DETAILED DESCRIPTION OF THE PROPOSED IMPROVEMENTS OR EXPANSION (ATTACH ADDITIONAL SHEETS, IF NECESSARY): luice Manufacu.irijij. Line anclucics cap 1?jlit and,64 cQ PE"I'bottles for V8 F n I .. ................. .............. 4 ................. y ................................. —l"I'll ........................................... . ... ..... V Furi n a d S ��as varielaes, ment inlc�udlcs. remaration PIE asp ................................. .... ........ ...... n ...... ..... I . ............. ......................................... p kg. . ........ 1p ..................... Blenciiii, i I L� L Process Juiccg.91g5...s...... , a....r....i....d........... ...nC...........a...s.e...........Isar ......k.....i... i .... .l...:.:.l...r.....o........ir......u.......s......s.....- . 16. THE ESTIMATED DATE OF COMPLETION OF THE IMPROVEMENTS: 17. THE ESTIMATED DATE OF OPI.-.RATION OFT E IMPROVEMENTS OR EXPANSION: -2. 1.0 S. ESTIMATES OFAMOUNTS TO 13E INVESTED: A. PURCHASE OF LAND/BUILDING: $ agag B, NEW BUILDING CONSTRUCTION: S none. 1-11, .................. 11) 20 a 22 23 Bt 11,I)ING ADDITIONS: 1). IM11Ro%1-"%11E'N'I S'l 0 EXIS'T'ING BLDG S L1,:5',5 &11() 01 NIACHINERY& EQUIPMENT S4........6..,......3.......5.......,,.0......00 I.. FURNITURE& FIXTURE'S: S llo'ne. TOTAL INVESTMENTAMOUN'r $47 ,190,000 TOTAL INVESTMENT I-LIGIBLE FOR ABATEMENT: .... ... . . ...... from item 18 (please circle) A B C F . .. . . ................. LIS'l III: 'IYPE AND VALUE OF ECONOMIC DEVELOPMENT INCENTWES REQUESTED (J.L. TAX ABATEMENT, LOCAL SALES TAX REFUND, SALE OF CITY-OWNE) PROPER] Y, ETC.): S,47 ()Io —1 ; 2Q ................ FOR I OTA I. PERSONAL PROPERTY INVESTMENT INDICATED ABOVE IN ITEM 19, LINES I" & F. SHOW PROJECTED DOLLAR VALUE IN EACH DEPRECIATION SCHEDULE, J. (7 yr) _ IV. (16 yr) 11. 10 . . . ...... . ..... V. (1 8 yr) III, (12 vr) S41 0�3 ..,.0010 V1. (40 yr) S.1 1,,5 1 -.1b, Q 5 . .................. S'I ANDARD INDUSTRIAL CLASSIFICATION (SIC) NUMBER: 311900 NAME, ADDRESS, AND PHONE NLJMBER OF CONTACT FOR THE PURPOSES OF THIS APPLICATION: [tJc[u,aal. Qua.fle.s' . PTA- 19,0131 7317 22101f. 24, INDICA1 F'l HF, DA -I h' AND TIME THAT CITY OFFICIALS MAY INSPECT'HIE CURREN'I' FAC11 FFIFS COMMENCEMENT OFCONSTRUCTION: 1 FA I'I'L I CA 13 1. E, TH F NAME, A DDR E S S, A N 1) PHONE NUMBER OF' A N Y CONSULTANT, FINANCIALADVISOR ASSISTING YOU WITH THIS APPLICATION: i4onf.,�, ..... . ......... I 26, Chapter 2264 (if theTexas Government Code requires that each business that Submits an application to receivc a public subsidy include in [fie application a statement certifying that the business, or a branch, division, or department ofthe business, does not and will not knowingly employ an undocumented �� orker. An undocumented worker ineans an individual who, at the time of employment, is not lawfully admitted for permanent residence to the United States or authorized under the law to be employed in that manner in the United States. If after receivig a public subsidy, the business, or a branch , division, or department of the business, is convicted of a violation under 8 U.S.C. Section 1324a(f), the business shall repay the amount ofthe public subsidy with interest, at the rate and according to the other ten -ns provided by an agreement under Section 2264.053, not later than the I 20th day after the date the public agency, state or local taxing jurisdiction, or economic development COrpOT3tiOn notifies the business of the violation. I hereby certify that Campbell Soup Supply Company, 1 -LC - Paris, Texas Plant is in compliance with Chapter 2264 of theTexas Government Code. 27, NAME AND I'll"Ll- OF 111'I"RSON WHO WILL HAVE AUTHORITY TO SIGN ANY AGREEMENTS RELATED TO 1HIS APPLICATION: 164"ln,n d Landersi'd"axies ---------------------- - -- ------ FAM UWAV 11110*1 mo 104110 1 MON Z I M V *&49141 KI M M1W.'1 M01 I 01 AND LAND USES WITHIN 200 FEET TO THE SITE. Available upon request. The project wil I take place in the existing plant. 2. IF THE PROPERTY IS DESCRIBED BY METES AND BOUNDS, A COMPLE1 1,EGAL DESCRIPTION. Available upon request. The project will take place in existing plant. 3!FA RECENTAPPRAISAL HAS BEEN DONE, ATTACH TI --JE SAME HERETO. OTHERWISE, ATTACH A COPY OF THE PRINTOUT FROM THE LAMAR COUNTY APPRAISAL DISTRICT WHICH SHOWS THE VALUE OF THE PROPERTY. THIS PRINTOUT SHOULD BE AVAILABLE UPON REQUEST copies of aPPTASAS attached CERTIFICATIONS THE APPLICANT BELIEVES THE l.Nl�'l0l:U4AlT'I0N CONTAINED HEREIN AND SUBMITTED HEREWITH IS COMPLETE AND CORRECT TO THE BEST OF HIS OR HER KNOWLEDGE. 2 THE APPLICANT HEREBY CERTIFIES THAT THE EXPANSION OR CONSTRUCTIDN OF IMPROVEMENTS THE SUBJECT OF THIS APPLICATION HA,1�3 1,410"T BEE"14 ('��10114MENCED 3 THE APPLICANT UNDERSTANDS THAT INITIATION OF THE PROJECT PRIOR TO RECEIVING FINAL LOCAL APPROVAL MAY RESULT IN THE LOSS OF THE ABATEMENT. 4. THE APPLICANT UNDERSTAIqDS THAT, IF APPROVED, THE INFORMATION CONTAINED IN THIS APPLICATION WILL FORM THE BASIS FOR A SIGNED AGREEMENT BETWEEN THE APPLICANT FIRM AND THE CITY. STATE LAW AND LOCAL POLICY REQUIRE ANNUAL MONITORING FOR COMPLIANCE TO THAT AGREEMENT. FAILURE TO COMPLY 'MAY RESULT TN LOSS OF INCENTIVES. THE APPLICANT HEREBY CERTIFIES THAT "THE FIRM IS CURRENT IN ALL., TAX OBL3GATIONS TO THE CITY OF PARIS. COMPANY: AA. By: ........ .............. .... . . .............. (signature) 7. - Name 1) a t e CAMPBEL I �.-. SO:UP SUPPI Y.......C... NIP11,011IC .—: ......................... .......................................... PAL'.-iiST�FXX.3 P IA I T JkACE PROJECT i'O' O� 8 A—PRR,013SED VAI UE DESCAIFI] ON Nitild UE ......... . ............................ LAND $ 903,620 (refernce attached tax statements) BUILDING I BLDG IMP $ 13,349,130 M&E $ 62,408,380 ............ . ............................ PERSONAL PROPERTY $ 1,7 2,990 INVENTORY $ 52,062,420 ------------------ 1 TOTAL VALUE 11i,,516,,5410 [ NiNfliuie Flo Li acrid S 12 9,1611 �2,92!0 Callpillitoll AppirasiNeall all u(ea ie Fie pprasillal attacheid) , , , , , ."l.".."....., --l'......- . . . ....... TRX.1.1 3 C A P I T 0 L A "" P R A I S A L G ROU P 1. N C 1..1.,`2C/08 .1.4 � 77 TAX YEA.,. 2008 INDUSTRIAL, PROPERTY F.L. PAGE I DETAIL LIST J.'NG TNCLUDING WI' 1-11-JELD:ITEMS -ENT: 139 LAMAR COUNTY APPR DIST wrifflaswasliffini fforl 01,,,,fNER: CA.P!PBE.L.1..; SOUP COMPANY (001.002) P.O. BOX 1.16 PAX 75460 REND= Z RIS L T ITEM 'PC DESD(.,'RTLPTION C-S-T--.R-W-M--l`-H­D--l-2--3 2DO7 VALUE 2008 VALUE 010 F2 L -N- -P- 8,661,290 8,740,690 IMPROVEMENTS 38122 020 L2 [..)-N .P- . ..... P_ - 1.0,191,760 10, 910, 580 MACHINERY AND EQUIPMENT 67453 025 1:;'2 L -N -P . . . ....... ...... ---P 4,730,750 4 608,440 PREGO PLANT -BUILDINGS 108618 028 F2 L -N -P- . ........ 15, 900, 470 15,547,560 PREGO PLANT -PROCESS IMPROVEMENTS 111150 030 L2 . .. ..... ........ . ...... ........ ..... P. 1, 867,080 1 792 990 PERSONAL PROPERTY 118992 040 L2 L N P- - -P- 37,385,260 43,942,830 INVENTORY AT 100% 105335 080 L2 L -C -P- . ........ . ..... .....P- 10,007,1.00 17,731,190 INV. AT WE PACK W/H @ 10Q% 2300 SW 13TH FINISHED GOODS 107658 086 L2 L-C-P®m pi- - 0 0 INV. AT WE PACK - CLARKSVILLE ST FINISHED GOODS 402873 AND 402874 096 L2 L -N -R- . ..... 0 388,400 INV. @ 6875 L RD @ 100% FINISHED GOODS 402875 TRX113 CAPITOL P P RAI CAL G R OUP INC 11/20/08 14.27 TAX YEk, 2008 INDUSTRIAL PROPERTY Fl__ PAGE 2 DETAIL LISTING INCLUDING WITHHELD ITEMS (_,_ENr: 139 LAMAR COUNTY APPR DIST OWNER ID: 000200 OWNER: CAMPBELL SOUP COMPANY (001002) POBOX 116 REND=Z PARIS TX 75460 ITEM PC DESCRIPTION C -S -T -R -W -M -F -H -D-1-2-3 2007 VALUE 2008 VALUE IDO F2 L --- P- - - -- ­ -, -P- 19,751,930 0 PACE IMPROVEMENTS ABATED 7 YR YR 1 = 2000 R38122 COMBINED WITH ITEM 110 FOR 2008 400353 110 :F2 L -N -P- - - -P- 19,751,930 20,186 010 PACE IMPROVEMENTS 400354 130 L2 L -P -P- -P- 0 0 INV. AT WE PACK W/H 7TH SE STREET 402337 AND 402338 140 L2 L P l" .... . - - - - -- -P 275,000 0 INV. 3820 LAMAR AVE. 405625 AND 405626 150 L2 L -N -P- P 1,065,000 0 INV. 6290 HWY 271 NORTH POWDERLY 405627 AND 405628 160 F2 lj___p ..... .... . 8,429,800 15,764.230 COLD BLEND LINE ABATED ACCT,, 117202 EX: A 1.00 EX: A 1.00 N 161 F2 8,429,800 15,764,230 COLD BLEND LINE - NON -ABATED ACCT 117204 . OWNER TOTALS . . . .. ........ .... . . .. .... .. . ........ .. . ........ ........ ........ ... ... ......... ......... . ........ ......... ........ ........ ........ . ........ ......... . ..... .. ........ ......... ........ ......... ......... ......... ........ ......... ......... ........ ......... ......... ......... ........ ......... ...... .. 138,017,370 . ......... ......... ... . ........ ......... ......... . . ........ 129,612,920 . . ........ ........ . .... . . .. . .... . ......... .... . . ......................... I .......... .... . ............................ . . ............. ........ .... I .......... .... (Follwws this Page) ('ERTIFICATE OF COMPLETION STATE OFTEXAS COUNTY OF LAMAR CITY OF PARIS The County of Larriar has executed a tax abatement agreement with CAMPBELL Sotill StJPPLY COMPANY LLC (the -Owner") for the inclusion of new improvements and equipment within its existing plant in Paris, Lamar County, Texas. The Owner has complied with all terms of the tax abatement agreement and the County of Lamar herein verifies that the improvements agreed to be built or used were in NOW THEREFORE. the County of Larnar authorizes that the property described herein shall receive a tax abatement of 100% of the taxes assessed upon the value of the new improvements Included within its property in accordance with the Tax Abatement Agreement signed November 24.1 2008, with the tax abatement beginning January 1, 2010, and extending for a duration of ten (10) years until December 31, 2019, M,C Supierville, Jr., Lamar lounty no nFum Lamar ()�',tJro"Y [I J T°;.,HI B I I'D, 10 1i' AXMBA r E !iUN I �AGIRI � (1" N1U (Follows this Page) Campbell Soup Documents Summar, August 2008 Board nlinUtCS NMTt the I01IONVin": Executive session ended at 6:35 p.m. John Wright made a motion to approve an expansion incentive agreement for Campbell Soup where the PEDC advocates: a 100% real and personal property tax abatement over ten (10) years with the City, County and PJC on their ne,v product line entitled Fusion. • $227.500.00 toward the training of 65 new employees related to the new production line. • And 53800.00 cash grant for each new permanent employee, related to the expansion, over their current total workforce of 800. The total not to exceed $250,000.00. The motion passed UnaninIOUSIN on a second by Dick Severson. November 2008 Tax abatement agreement executed between Soup and City and County March 2009 Found draft of` Incentive Agreement saved on Director's computer. NOTE—] have found NO signed copy of this document. Draft references the following incentives: Creation of 65 FTE j ol--s, retention of 1000 current FTE jobs, $3500 for each new FTE job creatud above 1000 (page 1. paragraph 6) $227.000 for workforce development and training Agreement effective as of March 1.2009. effective for 60 months (page 2. paragraph 1) • Maintain at least I OOO.jobs (page 2, paragraph 4) • $3500 paid for each additional FTE over 1000, not to exceed $250,000 (page 2, paragraph 6) $227.000 Ior workforce development and/or training (page 2. paragraph 8) ,-- , Maintain a workforce ot'no less than 1000 FTE (page 2. paragraph 9) June 2009 PEDC board meeting minutes firom June 9"' reference board approval of the following for Soup: As a result of executive session discussion. the board authorized an incentive package fiar Canipbel I Soup oftip to $100,000 for training and up to a $100,000 cash grant upon net oain and maintaining of employces above their current employment level. The action passed unanimously on a motion by Dan Smith. seconded by John Wright. Found letter dated June 23d \vith eleco-oroc signature of Director. NOTE—there is no indication of whether or not this letter was sent to Soup. The letter references the following incentives as approved by the PEDC board for Cold Blend expansion: W $ 1 oO.000 in workforce training funds 0 $5000 per additional FTE' over and above 850 employees. not to exceed $50,000 October 2009 Received letter 1rom Soup requesting payment ol'$475,000 in incentives ($225.000 cash grant, $250,000 vorkfilrce development/training funds). Enclosed with letter is an incentive agreement between Soup and PFDC. NOTE—the enclosed agreement is NOT fully executed (only signed b-%- Richard I anders of Soul)) and I ha, -I e not seen a fully executed copy; nor do I have even a draft offfic agicernem as it is prewmed by Soup. The agreement references the following incentives for ncw bcvera<,e fine: t Creation of 54 FTI' jobs, retention of W current FTE jobs of Lamar Co. residents, $225.000 fier new FTI- 'job created above 563 (page 1. paragraph 6) $150.000 for workforce development and training Apvenvmt effecti-ve as ofAupust 1. 2009. effective for 60 months (page I paragraph I Maintain at least 563 jobs ofLarnar Co. residents (page 2. paragraph 4) $211-5.000 paid for the additional 54 FTE over 563 (page 2. paragraph 6) $250.000 for workfiorce development and/or training (pave 2. paragraph 8) Mainu-tin a Nvorkforce of'no less than 563 FTE of hamar Co. residents (page 2. paragraph 9) 1, the undersigned, on my oath as a corporate officer, and duly authorized to make this on Mullie) . ....... . ........................................ . _ hereby swear and affirm that the documentation and information prepared ander my direction and attached hereto, containing the names, hire dates, wage levels and place of residence of those employees filling (number) new, full-time jobs created during the calendar year . in accordance with the terms of the (check all that apply) incentive and/or abatement agreement(s) dated � 20. are, in all things true Witnessmy hand this _ _ day of . . ........... ........ . . .... . ............................................................................................................................. ............... ........................................................................................................ . . . ..... . .. .... . 20 Title: STATE OF TEXAS COUNTY OF LAMAR BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be the person whose name is subscribed to Chi foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. CERTIFICATION I, the undersigned, hereby certify that tlw.e w°ww;w, a e) ...................................... ......... .... ... ... ..................................... nev, 1-t' a jobs created duringcalendar y , in accordance with the terms of the (check all that apply) ..............._ incentive tive and./or ._________. a. at .. eat agreement(s) dated ____________________________ _ , 20__________- still in existence and filled by permanent employees. I further c at (Company e) is in compliance with each applicable term of the aforementioned agreement(s). Witness my hand this day (,i i ............................................................ ..., 20 PON STATE OF TEXAS COUNTY OF LAMAR .�INIF I _Ili , r'� , r� �� i «w 11 r .,. r` ��� GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 210 ............................................................................................................................................................................................................................... Notary Put -I) :ic, State a ('Texas,