17-J. SKINNER BAKING CO (SKINNER) TAX ABATEMENT REQUESTmemo�andum
TO: Mayor & City Council
John Godwin, City Manager
FROM: Steve Gilbert, Executive Director
Paris Economic Development Corporation
SUBJECT: J. Skinner Baking Co. (Skinner) Tax Abatement Request
DATE: Apri122, 2013
BACKGROUND: In December 2012 Skinner purchased the former Sara Lee facility with plans
to invest $25,000,000 and create 393 jobs. Part of the local incentive package included a
property tax abatement. $5,600,000 has been spent to date by Skinner, prior to this abatement
request. Skinner will continue to pay property taxes on this $5.6 million, which will benefit all
of the local taxing jurisdictions on-going. Paris EDC has provided other job creation incentives.
STATUS OF ISSUE: Skinner has begun to hire employees and is currently making
improvements to the facility in preparation to install new product lines and revitalize existing
lines. Skinner will begin production in May 2013 and will steadily ramp-up hiring and
production over the next 3 years. $19,400,000 will be spent by Skinner in making improvements
to their property during the term of this tax abatement agreement. The improvements are
summarized as follows:
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Real Property and Existing Building Improvements $901,000 2013
Building modifications to support proper operation, sanitation and installation of 200,000 2014
the new equipment and production lines to manufacture Skinner's baking
products, including updated utilities; floor, wall, and ceiling changes and finishes;
structural im rovements to su ort static, live and d namic e ui ment loadin .
Sweet Dou h Production Line 745,000 2013
289,000 2013
Croissant Production Line 500,000 2014
300,000 2013
Fruit lnte ration Line 930,000 2014
35,000 2013
Frozen Dou h Production Line 1,500,000 2014
Pound Cake Production Line 1,500,000 2015
Snack Cake Production Line 1,500,000 2015
Clam Shell Division 1,000,000 2014
Muffin Production Line 4,000,000 2015
1,000,000 2015
Ongoing Capital Improvements 2,500,000 2016
To various roduction lines, e ui ment and facilities. 2,500,000 2017
Total 5-Year Ca ital Investment $19,400,000 2013-2017
BUDGET: N/A
RECOMMENDATION: Approve Tax Abatement Request.
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Draft
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS
APPROVING AND AUTHORIZING A TAX ABATEMENT AGREEMENT WITH
JAMES SKINIVER CO.; MAKING OTHER FINDINGS A1VD PROVISIONS RELATED
TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Paris has been presented a proposed
agreement by and between the City of Paris, Texas and James Skinner Co., providing for a
commercial and industrial tax abatement for certain improvements, a copy of which is attached
hereto as Exhibit "A", and incorporated herein by reference hereinafter called "Agreement";
and,
WHEREAS, a public hearing was held before the City Council on April 22, 2013, to allow
interested persons to speak about the proposed Tax Abatement Agreement; and,
WHEREAS, upon review and consideration of the Agreement, and all matters attendant
and related thereto, the City Council is of the opinion that the terms and conditions thereof
meet the Guidelines and Criteria for Tax Abatement and should be approved, and that the
Mayor should be authorized to execute it on behalf of the City of Paris, Texas.
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 terms of the Tax Abatement Agreement attached hereto as
Exhibit "A" and the property the subject thereof ineet the City's Guidelines and Criteria for Tax
Abatement adopted by the City of Paris by Resolution No. 2012-072 passed on August 13, 2012.
Section 3. That the terms and conditions of the Tax Abatement Agreement between
the City and James Skinner Co. having been reviewed by the City Council of the City of Paris and
found to be acceptable and in the best interests of the City of Paris and its citizens, be, and the
same are hereby, in all things approved.
Section 4. That the Mayor is hereby authorized to execute the Agreement and all
other documents in connection therewith on behalf of the City of Paris substantially according
to the terms and conditions set forth in the Agreement attached hereto as Exhibit "A".
Section 5. That the planned use of the property the subject of the tax abatement,
will not constitute a hazard to public safety, health, or morals.
Section 6. That this approval and execution of the Agreement on behalf of the City is
not conditioned upon approval and execution of any other tax abatement agreement by any
other taxing entity.
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DULY PASSED AND APPROVED this 22nd day of April, 2013.
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
- - '7 3
A.J. Hashmi, M.D., Mayor
THE STATE OF TEXAS
COUNTY OF LAMAR
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[Project Modern Art
Skinner-4/22/13J
TAX ABATEMENT AGREEMENT
This agreement is entered into by and between the CITY OF PARIS, PARIS, TEXAS,
a municipal corporation, situated in Lamar County, Texas, acting by and through its authorized
officer whose signature appears below (hereinafter called "CITY"), and THE JAMES
SHINNER CO., a Nebraska Corporation, acting by and through its authorized officer whose
signature appears below (hereinafter referred to as "OWNER").
WITNESSETH:
WHEREAS, the City Council of the City of Paris, Texas, did heretofore, on the 13th day
of August, 2012, in Resolution No. 2012-07, elect to be eligible to participate in tax abatement
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, under the Texas Enterprise Zone Act (Government Code Chapter 2303),
the designation of an area as an Enterprise Zone also constitutes designation of the area as a
reinvestment zone (the "Reinvestment Zone"); and pursuant to the 2010 Census, the
PROPERTY of the OWNER within City of Paris, Texas, is included within an ENTERPRISE
ZONE, as is shown in the print-out from the Office of the Governor of the State of Texas on its
website in Exhibit A, attached hereto and made a part hereof for all purposes; and
WHEREAS, the contemplated use of the IMPROVEMENTS, as hereinafter defined, in
the amount as set forth in this AGREEMENT upon and within the PROPERTY (herein called
the PROJECT), 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; and
WHEREAS, the City Council of the City of Paris did heretofore, on the 13`" day of
August, 2012 in Resolution No. 2012-072, pass and adopt 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;
NOW, THEREFORE,
The Parties hereto do mutually contract and agree as follows:
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I.
Term
1.1 The effective date of this AGREEMENT is the 22nd day of April, 2013, with tax
abatement beginning on January 1, 2014, and expiring on December 31, 2023.
II.
Area to be Improved
2.1 The PROJECT consists of new building modifications to the real property of the
OWNER, and the addition and installation of equipment and personal property described in
Article III, below, all to be performed by OWNER within an existing building of the OWNER at
the OWNER'S plant in Paris, Lamar County, Texas. 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 facilities consisting of the OWNER'S land
described in Exhibit B. attached hereto and made a part hereof for all purposes (as are all
Exhibits which are mentioned herein), and within the building at the location shown within the
drawings also attached hereto as a part of Exhibit B. The land and building are herein together
called the "PROPERTY".
III.
Improvements
3.1 The installation of the IMPROVEMENTS will require engineering, design and
construction work to prepare the site within OWNER'S building where the new equipment will
be located, and the procurement of equipment, infrastructure and utilities modifications and
electrical and mechanical installation. The IMPROVEMENTS are being made to enable the
OWNER to manufacture bakery products such as various pastries, Danish and coffee cake
categories at the PROPERTY. The IMPROVEMENTS to be constructed and otherwise added
and implemented at OWNER'S PROPERTY are described as follows:
A. To the real property and existing building of OWNER on the PROPERTY,
building modifications to support proper operation, sanitation and installation of
the new equipment and production lines to manufacture OWNER'S baking
products. These modifications include updated utilities, floor, wall, and ceiling
changes and finishes, as well as some structural improvements to the building to
support static, live and dynamic equipment loading.
B. Within the existing building of OWNER, it is planned by OWNER to establish a
sweet dough production line, a croissant production line, a fruit filling production
line, a frozen dough production line, a pound cake production line, a snack cake
production line, a clam shell production line, a muffin production line, and
ongoing capital improvements to the various production lines, equipment and
facilities in the building.
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A total of $19,400,000.00 will be spent by OWNER in making these
IMPROVEMENTS to the PROPERTY during the term of this tax abatement
agreement.
All such IMPROVEMENTS will be described in the CITY'S Certificate of Completion prepared
after the completion and installation of the above described building modifications and
improvements, personal property, machinery and equipment. The description shall be furnished
by OWNER to CITY in OWNER'S sworn report described in Section 11.1, below and attached
to CITY'S Certificate of Completion. The description shall also be filed with the Chief Appraiser
of the Lamar County Appraisal District. Said Certificate shall be duly executed by the Mayor of
the City of Paris in the form attached hereto as Exhibit C. The IMPROVEMENTS will be at a
cost equal to or in excess of $19,400,000.00 for the capital cost and installation of the building
modifications, machinery, equipment and production lines. Site preparation shall occur during
April, 2013, immediately after this Agreement is executed and approved by the CITY;
installation shall commence in May, 2013; and production is expected to commence as soon as
possible thereafter during the year, 2013. OWNER contemplates that all such
IMPROVEMENTS shall be completed by the end of the year, 2017; 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
installation 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 reflected in the Certifcate of Completion issued by the City of
Paris, Texas, referred to above.
IV.
Consideration
(Improvements)
4.1 The OWNER agrees and covenants that it will diligently and faithfully, in a good
and workmanlike manner, pursue the completion of the IMPROVEMENTS. As a good and
valuable consideration for 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 OWNER will procure a valid waiver thereof. In further
consideration, OWNER shall thereafter, 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, including the specific units of new
machinery and equipment as identified herein, as a food production plant.
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V.
Consideration
(Jobs)
5.1 OWNER agrees that it will employ full-time employees to operate the new lines
of production described above to be conducted at the PROPERTY, provided, however, that the
number of employees projected below may vary one way or another by a few employees as this
PROJECT proceeds to be implemented. OWNER will employ 100 employees to work at the
PROPERTY during the year, 2013; and will have 200 total employees working at the
PROPERTY by the end of the year, 2014. The number of employees should then increase to 393
employees by the end of the year, 2017.
5.2 OWNER agrees to retain sufficient employment levels to efficiently operate
and support its plant operations during the term of this Tax Abatement Agreement.
VI.
Default
6.1 If (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) OWNER fails to employ
the number of full-time employees at the PROPERTY by the end of the year, 2017, as stated
above, (c) 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
valarem taxes; or (d) OWNER materially breaches any of the other terms, provisions or
conditions of this AGREEMENT, then this AGREEMENT shall be in default. 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 may be modified or
terminated by the CITY. Notice shall be in accordance with paragraph 13.3. 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 ta�ces which otherwise would have
been paid 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 that actual damages in the event of default
and termination would be speculative and difficult to determine.
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VII.
Real and 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 properiy
taxes assessed upon the IMPROVEMENTS and otherwise owed to the CITY shall be abated
as is estimated in the Property Tax Abatement Schedule attached hereto as Exhibit D. Said
abatement shall be an amount equal to one hundred percent (100%) of the taxes assessed upon
the completed value of the IMPROVEMENTS, as they are completed from year to year during
the term of this tax abatement, minus the value of the PROPERTY appraised as of January 1,
2013 (which is the value for the year in which this AGREEMENT is executed), but subject,
however, to OWNER'S rights to protest such value and cause it to be adjusted as is provided
for under the applicable laws of the State of Texas. The ad valorem taxes assessed against the
PROPERTY described herein shall continue to be abated at 100% of their assessed value for
each year of the ten (10) year term of this AGREEMENT as is shown in the attached Property
Tax Abatement Schedule attached hereto. This tax abatement shall be implemented and
enforced in accordance with all applicable state and local laws and regulations or valid waiver
thereof; provided that the OWNER shall have the right to protest or contest any assessment of
the PROPERTY, and said abatement shall be applied to the amount of taxes finally determined
to be due as a result of any such protest or contest. For the purposes of this AGREEMENT,
the initial value of the existing property of the OWNER that is not subject to tax abatement is
the appraised value of the Land, Buildings and tangible Personal Property, if any, as of
January 1, 2013. The tax abatement which is the subiect of this AGREEMENT, shall
extend for a period of time beginning on January 1, 2014, and terminating on December
31, 2023.
7.2 The abatement granted herein shall be subject to and governed by the POLICY
STATEMENT CRITERIA AND GUIDELINES for TAX ABATEMENT, a copy of which is
attached hereto as Exhibit E. OWNER shall comply with the requirements of Exhibit E in
the performance of this AGREEMENT, save and except that, in the event of a conflict
between the requirements of Exhibit E and this AGREEMENT, this AGREEMENT shall
control.
VIII.
No Conflict of Interest
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
of the Planning and Zoning Commission of the City of Paris, nor by a member of the City
Council approving, or having responsibility for the approval of, this AGREEMENT.
�•
IX.
Conditions
9.1 The terms and conditions of this AGREEMENT are binding upon the parties
hereto and their successors and assigns.
9.2 It is understood and agreed between the parties that the OWNER, in performing
its obligations hereunder, is acting independently, and 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 liability in connection therewith to third parties and, to the extent
permissible by law, the CITY agrees to indemnify and hold 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, 2014, and annually thereafter. 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. All inspections 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
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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
which is the subject of this AGREEMENT.
XI.
Initial and Annual Reporting
11.1 The OWNER further agrees that it will, within thirty (30) days of completion
of the IMPROVEMENTS, provide the CITY with a sworn report, written on OWNER'S
letterhead and signed by a designated representative of OWNER, which contains the following
information:
(a) 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;
(b) Detailed description of the IMPROVEMENTS;
(c) A detailed description of any miscellaneous items of office equipment and
the actual cost of such added ofiice equipment;
(d) A copy of or identification of plans and specifications of constructed
improvements and the location of the same for inspection by CITY'S
certification team;
(e) A detailed list of and the actual cost of added machinery and equipment;
(� The actual cost of capital IMPROVEMENTS; and,
(g) The 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 shall certify, in writing, that it is in compliance with each applicable term of this
AGREEMENT. Such annual report shall be furnished on the forms provided by the City.
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.
XII.
Authority to Contract
•'
12.1. This AGREEMENT was authorized by resolution of the City Council at its
regularly scheduled meeting on the 22nd day of April, 2013, authorizing the Mayor to execute
the AGREEMENT on behalf of the CITY.
12.2 This AGREEMENT was entered into by OWNER pursuant to the authority
granted to the authorized official whose signature appears below.
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.
XIII.
Legal
13.1 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.
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 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:
THE JAMES SKINNER CO.
Attn: Shawn Bushouse, CFO
4651 F Street
Omaha, NE 68117
CITY:
CITY OF PARIS, TEXAS
Attn: City Manager
P. O. Box 9037
Paris, TX 75461-9037
With a copv to•
City Clerk, City of Paris, Texas (address same as above)
13.4 If any term or provision of this AGREEMENT shall be declared unconstitutional or
void by any court of competent jurisdiction, the constitutionality and validity of the remainder
•
of said AGREEMENT shall not be affected thereby, and to this end the terms and provisions
of this 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 interpretation of this AGREEMENT or any of its provisions. This
AGREEMENT is performable in Lamar County, Texas, and shall be governed by, construed
and enforced in accordance with the laws of the State of Texas. 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 AGREEMENT shall lie exclusively in the
courts of Lamar County, Texas, for any State Court action, and in the U.S. District Court for
the Eastern District of Texas for any federal court action.
WITNESS our hands this 22ND day of April,
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
THE CITY OF PARIS, TEXAS
:
A. J. Hashmi, M. D., Mayor
THE JAMES SKINNER CO.,
A Nebraska Corporation
:
Audie Keaton, President and
Chief Executive Office
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CERTIFICATE OF COMPLETION
STATE OF TEXAS
COUNTY OF LAMAR
CITY OF PARIS
The City of Paris, Texas, has included the Property described in Exhibit A attached
hereto in a Reinvestment Zone, and has executed and delivered a Tax Abatement Ageement
with The James Skinner Co., a Nebraska corporation (the "Company"), for certain improvements
and other equipment (the "Improvements") to be installed at the Company's baking goods
manufacturing plant located in Paris, Lamar County, Texas.
The James Skinner Co. has complied with all of the terms of the T� Abatement
Agreement, and the City of Paris herein verifies that the Improvements agreed to be built,
installed and used have in fact been completed as provided for in the Tax Abatement Agreement.
NOW THEREFORE, the City of Paris authorizes that the Property described in Exhibit
A attached hereto shall receive a tax abatement during each year of the Taac Abatement
Agreement, with tax abatement commencing in the year, 2014, equal to 100% of the taxes
assessed upon the increased value of the real and personal property of the Company located on
Loop 286 in Paris, Texas, over the vaiue at which the property was last appraised on January 1�`
2013, which is the year in which the Tax Abatement Agreement was executed, as recited in the
Tax Abatement Agreement. The tax abatement will extend for a duration of ten (10) years, with
the tax abatement beginning January 1, 2014, and ending December 22, 2023.
APPROVED this day of , 20_.
Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
City Attorney
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