2013-039 Approving an Economic Incentive Agreement between the Paris Economic Development Corporation and Campbell Soup Supply Company, LLCRESOLUTION NO. 2013 -039
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING AN ECONOMIC INCENTIVE AGREEMENT BETWEEN THE
PARIS ECONOMIC DEVELOPMENT CORPORATION AND CAMPBELL SOUP
SUPPLY COMPANY, LLC; MAKING OTHER FINDINGS AND PROVISIONS
RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE.
WHEREAS, on October 1, 2013, the Paris Economic Development Corporation
entered into an Economic Incentive Agreement with Campbell Soup Supply Company, LLC
related to Campbell Soup's $46,100,000.00 investment in a new Ready to Eat Product line
at the Paris, Texas Plant; and,
WHEREAS, pursuant to City and PEDC policy, the City Council shall review all
economic incentive agreements involving an expenditure in excess of $400,000.00; and
WHEREAS, the City Council hereby finds that it is in the best interest of the City to
approve the PEDC Economic Incentive Agreement with Campbell Soup for the new Ready
to Eat Product line at the Paris, Texas plant.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble of this resolution are hereby
in all things approved.
Section 2. That the Economic Incentive Agreement October 1, 2013 between the
Paris Economic Development Corporation and Campbell Soup Supply Company, LLC form,
attached hereto as Exhibit "A ", is hereby ratified and approved.
PASSED AND ADOPTED this 14th day of OctobeA 2013.
A.J. Hashm, M.D.,
0,5V �, ATTEST:
a ice Ellis, City Clerk
APPROV AS ORM:
W. Kent Illy , ty Attorney
ECONOMIC INCENTIVE AGREEMENT
STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR
THAT, the PARIS ECONOMIC DEVELOPMENT CORPORATION, a Non -Profit
Texas Corporation, acting by and through its Board of Directors (hereinafter called "Paris
EDC "), and CAMPBELL SOUP SUPPLY COMPANY LLC, a Delaware limited liability
company (hereinafter called "Campbell Soup "), do hereby contract and agree with each other
within this Agreement (herein so called) as follows:
WITNESSETH:
WHEREAS, the Paris EDC a local Economic Development Corporation organized under
the Texas Development Corporation Act of 1979, codified as Chapters 501 and 504 of the Texas
Local Government Code (hereinafter, the "Act "), exists for the purpose of encouraging and
assisting qualified service and manufacturing entities in the creation and retention of facilities
and jobs in the Paris, Texas, area; and
WHEREAS, Campbell Soup is a manufacturer and marketer of high quality food and
beverage products, with one of its primary manufacturing plants located in Paris, Texas at 500
Loop 286, Paris, Texas 75460 (the "Property," "Plant," or "Facility "); and
WHEREAS, Campbell Soup manufactures a line of "Ready to Eat" ( "RTE ") products,
some of which will be manufactured at the Campbell Soup Facility in Paris, Texas and in
connection therewith, Campbell Soup has committed to make a new capital investment of
approximately $46,100,000.00 in the Paris, Texas Plant ( "Capital Investment "); and
WHEREAS, the Capital Investment will include: (1) construction of a new Ready -to -Eat
Production and Packaging line at the Paris, Texas Plant; (2) acquisition and installation of new
machinery and equipment for the RTE line; (3) creating 68 new jobs at the Paris Facility to
operate and maintain the RTE line; and (4) job training for the employees hired to operate and
maintain the RTE line; and
WHEREAS, Campbell Soup created 68 new jobs for the RTE line, and commits to retain
a minimum of 500 full -time equivalent employees at the Paris, Texas Plant throughout the term
of this Economic Incentive Agreement; and
WHEREAS, in consideration of the Capital Investment that Campbell Soup is making in
the Paris, Texas Plant, the new jobs created for the RTE line and retention of at least 500 jobs at
the Paris Facility, Paris EDC has agreed to provide certain financial incentives to Campbell Soup
as set forth in this Agreement; and
WHEREAS, the Paris EDC Board, at a regularly scheduled meeting on April 9, 2013,
approved an economic incentive offer of ONE MILLION FOUR HUNDRED THOUSAND
DOLLARS ($1,400,000.00) to Campbell Soup for the new Capital investment in the RTE Line,
68 new full -time jobs for the RTE line, retention of at Ieast 500 jobs at the Paris, Texas Plant and
specialized job training for the new RTE line, and directed PEDC staff to finalize the scope and
terms of the economic incentive package in an Economic Incentive Agreement; and
WHEREAS, the $1,400,000.00 economic incentive payment will be paid to Campbell
Soup in one lump sum within five (5) days following execution of this Agreement by all parties
and approval of the Agreement by the PEDC Board and the Paris City Council; and
WHEREAS, the Board of Directors of Paris EDC has determined that it is in the best
interest of the City of Paris, Texas community and the local economy that Paris EDC provide
these economic incentives to Campbell Soup to help bring the new capital investment to the
Paris, Texas Facility through the new Ready -to -Eat line and sixty-eight (68) new jobs and to
maintain 500 jobs at the Campbell Soup Facility in Paris, Texas; and
NOW, THEREFORE, in consideration of the covenants, promises, and conditions set
forth herein, the Paris EDC and Campbell Soup agree as follows:
1. TERM
This Agreement shall be effective upon the date last executed by the Parties hereto and
shall remain in force for a term of five (5) years from the effective date.
11. REPRESENTATIONS AND OBLIGATIONS OF THE PARTIES
A. Campbell Soup's Duties, Obligations and Representations:
1. Campbell Soup shall make a Capital Investment of at least $46,100,000.00 in the Paris,
Texas Plant as part of the new Ready -to -Eat line by December 31, 2013.
2. Campbell Soup shall hire sixty -eight (68) new full -time employees at the Paris, Texas
Plant as part of the new Ready -to -Eat line by December 3I, 2013,
3. Campbell Soup shall retain a minimum of Five Hundred (500) full -time jobs at the Paris,
Texas Plant throughout the term of this Agreement.
4. Campbell Soup shall provide High Performance Organization ( "HPO ") training to all
new employees working on the RTE line.
5. Campbell Soup shall provide all training to start-up, operate and successfully maintain
the Ready -to -Eat line, including any necessary cross - training or HPO training for retained
full -time employees at the Paris, Texas Plant.
5. Campbell Soup shall continue to operate a food and beverage manufacturing plant with a
diversified product line at the Paris, Texas Facility throughout the term of this
Agreement.
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7. Campbell Soup shall provide all documentation required by Paris EDC to verify that the
$46,100,000.00 new Capital Investment was made in the Paris, Texas Facility and that 68
new full -time equivalent jobs were filled at the Paris, Texas Facility by December 31,
2013.
8. Campbell Soup shall provide annual compliance statements to Paris EDC, in a form
acceptable to Paris EDC, that verify that Campbell Soup is full compliance with all terms
and conditions of this Agreement.
B. Campbell Soup Represents to Paris EDC the following:
Campbell Soup has filed all necessary plats, site plans and building permit applications
with the City of Paris, Texas ( "City ") to construct and complete the Capital Investment
(RTE line); it has pulled all necessary building permits, and complied with all City
ordinances, building and development codes in making the improvements to its Property
in Paris, Texas.
2. Campbell Soup shall provide annual compliance statements to Paris EDC by January 31S`
of each year that verify that all full -time equivalent jobs referenced herein are still in
place and filled at the Paris, Texas Facility. Campbell Soup agrees to provide any other
personnel records, payroll records, documents, reports or affidavits deemed necessary by
Paris EDC to verify minimum employment/retention requirements at the Paris facilities.
Campbell Soup shall provide these additional verification documents to Paris EDC within
fifteen (15) days following request from Paris EDC.
For purposes of this Agreement, a full -time equivalent job ( "FTE ") shall mean
employment by Campbell Soup at the Property for a person eligible to receive employee
benefits.
4. Campbell Soup will pay all taxes when due, including, but not limited to: federal
employment, payroll and Medicare taxes on its employees; all state and local sales and
use taxes and excise and franchise taxes; and all ad valorem taxes on all real and personal
property. In the event Campbell Soup should fail to pay any of the lawfully imposed
taxes or fees referred to above when due, plus any penalties, interest, costs or attorney's
fees lawfully imposed, Campbell Soup shall be considered in default of this Agreement
and Paris EDC may terminate this Agreement and pursue recovery of any and all
economic incentives provided to Campbell Soup under this Agreement plus any other
rights it may have in equity or under the law.
5. Campbell Soup agrees not to employ undocumented workers at its Paris, Texas Facility.
Should Campbell Soup be convicted of a violation under 8 U.S.C. Section 1324a(f)
regarding the employment of undocumented workers during the term of this Agreement,
it shall be deemed in default and subject to termination of Agreement and reimbursement
of Economic Incentive funds as provided herein.
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6. Campbell Soup agrees to operate and maintain its Paris Texas Facility as described herein
for the five (5) year term of this Agreement. If Campbell Soup fails to maintain its Paris
Facilities as set forth in this Agreement, then Campbell Soup shall be considered in
default of this Agreement. If Campbell Soup is unable to cure this default within thirty
(30) days following receipt of written notice of default from Paris EDC, then Campbell
Soup shall reimburse and repay Paris EDC all funds paid to Campbell Soup under this
Agreement within sixty (60) days.
7. Throughout the term of this Agreement and any extensions thereof, Campbell Soup
agrees, upon request, to provide copies of its audited or unaudited annual financial
statements to Paris EDC within thirty (30) days of the end of Campbell Soup's fiscal
year. Upon request from Paris EDC and three business days advance notice, Campbell
Soup shall make its financial records and books open for inspection and review by Paris
EDC or Paris EDC's authorized accountants or agents.
C. Paris Economic Development Corporation's Duties, Obligations and Representations:
1. Paris EDC agrees to pay the above - described incentive payment of $1,400,000.00 to
Campbell Soup within five (5) business days of final approval and execution of the
Agreement by all parties hereto.
2. Paris EDC has completed its assistance to Campbell Soup in advocating tax abatement
agreement for the Paris, Texas Facility with the City of Paris, Texas, with Lamar County,
Texas and with the Paris Junior College for the Ready -to Eat line was approved by the
Paris City Council in August 2012. The tax abatement agreement was authorized in
conformity with the approved Tax Abatement Guidelines and Criteria of the above
named taxing jurisdictions.
3. Convene and facilitate additional State and Federal incentives for which Campbell
Soup's project may qualify, including, but not limited to Skill Training funds through the
Texas Workforce Commission; Texas Enterprise Fund award from the Texas Governor's
Office; Financial Assistance through the Texas Economic Development Bank, Enterprise
Zone Designation, and Federal New Market Tax Credits.
III. EVENTS OF DEFAULT AND REMEDIES
A. Events of Default - Campbell Soup shall be in default of this Agreement if it shall:
1. Fail to make the $46.I00,000.00 Capital Investment in the Paris, Texas Facility for the
Ready -to -Eat line, as provided in this Agreement;
2. Fail to employ 6$ new employees at the Paris, Texas Facility as part of the new Ready -to-
Eat line as provided for in this Agreement;
3. Fail to retain a minimum workforce of 500 employees at the Paris, Texas Facility
throughout the term of this Agreement or any extensions thereof;
4. Fail to maintain and operate its Facility at the Property in Paris, Texas throughout the
term of this Agreement or any extensions thereof;
5. Fail to comply with all terms and conditions of this Agreement; or
b. Make any false representations or warranties to Paris EDC to induce this economic
incentive agreement.
B. Remedies - Upon the occurrence of any of the above Events of Default which shall remain
uncured for thirty (30) days after written notice from Paris EDC to Campbell Soup describing the
default, Paris EDC shall have the right to:
I. Suspend and refuse to pay to Campbell Soup any unfunded portions of the Economic
Incentives referenced in this Agreement.
2. Sue for reimbursement and /or repayment of all Economic Incentive payments paid by
Paris EDC to Campbell Soup pursuant to this Agreement, plus interest, costs and
attorney's fees.
3*. Suspend as of the tax year in which the Event of Default occurs, all tax abatements
granted to Campbell Soup which are still in force and effect, so that Campbell Soup will
be required to pay ad valorem taxes at the market value of the improvements with respect
to which taxes have been abated for the year in which the Event of Default occurs and all
future years.
C. Dispute Mediation: Notwithstanding the foregoing provisions to the contrary, the parties
hereto agree to mediate any disputes they have against one another before filing a lawsuit. The
parties will attempt to agree on a professional attorney /mediator based in or willing to conduct
the mediation in Paris, Texas, but if this is not possible, the parties will engage an
attorney /mediator from another city located within one hundred thirty (130) miles from the City
of Paris, Texas. Each party agrees to mediate in good faith to attempt to resolve any dispute
hereunder, to pay an undivided one -half of the mediation costs, and each party's own attorneys
fees; and to bring an authorized representative of the party to the mediation having settlement
authority; provided, however, that any settlement which requires payment to be made by Paris
EDC is subject to formal approval of the payment at the next available meeting of the Board of
Directors of Paris EDC.
IV. ADDITIONAL REPRESENTATIONS AND WARRANTIES:
Campbell Soup hereby represents and warrants to Paris EDC that the following representations
are true and correct as of the date of execution hereof and will continue to be true and correct
throughout the term of this Agreement:
A. Campbell Soup is duly organized, validly existing and in good standing under the laws of
the State of Delaware, and is duly qualified to do business in the State of Texas, as a
foreign limited liability company, and has all corporate power and authority to carry on
its business as presently conducted in Texas.
B. Campbell Soup warrants and represents that it has the authority to enter into and to
perform this Agreement, and that the person signing this Agreement on behalf of
Campbell Soup is duly authorized to do so by the members of Campbell Soup Supply
Company, LLC and by any authority needed by its parent corporation or by other
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corporate authority under which it is organized; and Campbell Soup shall deliver to Paris
EDC on the effective date of this Agreement, a certificate of its lawfully provided for
resolutions authorizing the execution, delivery and performance of this Agreement,
together with an incumbency certificate identifying its executive officers and the officers
signing the documents.
C. Campbell Soup has received at this time all necessary rights, licenses, leases, permits and
other evidences of authority to conduct and carry on its business in the State of Texas in
accordance with the representations it has made to Paris EDC herein.
D. Campbell Soup is aware of the statutory limitations upon Paris EDC in entering into this
Incentive Agreement with it, and is also aware of the use required by law to be made by
Campbell Soup of the funds paid hereunder by Paris EDC pursuant to the provisions of
the Texas Economic Development Corporation Act, Chapters 501 and 504 of the TEX.
LOC. GOVT CODE. Campbell Soup further acknowledges and agrees that the funds
provided to them hereunder as an economic incentive for creating new jobs and investing
its capital in the City of Paris, Lamar County, Texas shall be utilized solely for the
purposes authorized under the Texas Statute just cited and the terms of this Agreement.
If an audit should ever determine that the funds were not utilized by Campbell Soup for
these purposes, such determination shall constitute a default under this Agreement,
thereby entitling Paris EDC to exercise all of its remedies under this Agreement and
provided to Paris EDC by law. In this regard, Campbell Soup shall provide to Paris
EDC within thirty (30) days after request from Paris EDC, their annual financial
statements that Paris EDC shall require to confirm the uses of funds by Campbell Soup
and to verify the terms and provisions of this Agreement.
E. Campbell Soup represents that it is not involved in any bankruptcy proceedings at this
time, and that it has not filed a petition in bankruptcy, nor are any such proceedings
contemplated by them at this time. If Campbell Soup shall become the subject of
voluntary or involuntary bankruptcy proceedings during the term of this agreement, the
same shall constitute an event of default under this Agreement and under any tax
abatement agreements then in force and effect. In such event, no further incentive funds
to be advanced (if any), by Paris EDC under this Agreement shall be advanced, and any
obligations of Campbell Soup to repay incentive funds already advanced to it by Paris
EDC under the provisions herein shall be paid to Paris EDC within thirty (30) days after
demand from Paris EDC.
V. GENERAL PROVISIONS
A. This Agreement sets forth the entire understanding between the parties, and any other
understandings or agreements pertaining to the subject matters of this Agreement shall be
superseded by this Agreement upon the date of execution hereof. None of the terms of
this Agreement shall be waived, discharged, altered or modified in any respect, except by
an agreement in writing signed by both parties and specifically referring to this
Agreement. This Agreement is performable in Lamar County, Texas, and shall be
governed by, construed and enforced in accordance with the laws of the State of Texas.
this Agreement shall be waived, discharged, altered or modified in any respect, except by
an agreement in writing signed by both parties and specifically referring to this
Agreement. This Agreement is performable in Lamar County. Texas, and shall be
governed by, construed and enforced in accordance with the laws of the State of Texas.
The provisions of this Agreement shall apply to, bind and inure to the benefit of Paris
EDC and Campbell Soup and their respective successors. and permitted assigns. if any.
B. The terms and conditions of this Agreement are binding upon the successors and assigns
of all parties hereto. Neither this Agreement, nor any interest therein, shall be assigned
by Campbell Soup without the prior written consent of Paris EDC Board.
C. Venue for any actions arising under this Agreement shall lie exclusively in the courts of
Lamar County; Texas, for any state court action. and in the U.S. District Court for the
Eastern District of Texas for any Federal Court action.
D. All representations, warranties, covenants and agreements of the parties, as well as any
rights and benefits of the parties, pertaining to the transaction contemplated hereby shall
survive the original execution date of this Agreement.
E. Any notices required to be given hereunder shall be in writing and shall be deemed to be
duly delivered by mailing the same postage prepaid, by certified mail, return receipt
requested (or by overnight delivery service), to the parties at the addresses shown beneath
their signatures to this Agreement. Addresses may be changed by a party only by giving
written notice of such change to all other parties in accordance with this paragraph at
least five (5) days in advance of delivering the notice by mail, and at least one (1) day in
advance of delivering the notice by fax or e -mail.
EXECUTED on the _ day of 0,4c, br 2013 (herein called the
"Effective Date" of this Agreement).
ATTEST,
V I -
Vicki Ballard
Paris EDC Secretary -Tre surer
PARIS ECONOMIC DEVELOPMENT CORPORATION
B cX 1�
Rebecca Cli o
Paris EDC Board Ch an
A 25 Bonham St., Paris, TX 75460
(903) 784 -6964
parisedc@paristexasusa.com
CAMPBELL SOUP SUPPLY COMPANY, LLC
( "Campbell Sou "
By:S
Name, Title: David B. Biegg r airman
Address: 1 Campbell Place, Box 43
Camden, NJ 08103 -1799
Attn: Legal Department
Phone: 856- 342 -4800
ATTEST:
Name, Title:
C,fi�r'�t'.. lr ���► t�
ACKNOWLEDGMENTS
STATE OF TEXAS
COUNTY OF LAMAR
EFORE ME, the undersigned authority, on this day personally appeared
tWp4 Chairman of the Paris Economic
Development Corporation, Paris, Texas, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that he executed the same for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of alober ,
2013.
SHANNON N. BAJRENINE
o ,
Notary Pu Notary Public State of Texas
STATE OF T '
My Comm Exp. S"m
STATE OF NEW JERSEY)
COUNTY OF CAMDEN )
BEFORE ME, the /7undersigned authority, on this day personally appeared,
Lw v,e% JJ,�oQe� , _C _ri A rrma.n of Campbell Soup Supply Company,
LLC, a Delawareqirnited liability company, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, as the act of said company and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this =N day of
2013.
No y ublic, State ofNew iexsey
GAIL 0. JOHNSON
NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES MAY 8, 208
CERTIFICATE OF INCUMBENCY AND AUTHORITY
CAMPBELL SOUP SUPPLY COMPANY, L.L.C.
I, the undersigned Corporate Secretary of Campbell Soup Supply Company, L.L.C. (the
"Company "), a limited liability company formed tinder the laws of the State of Delaware, certify
that the individual listed below is a duly elected and acting officer of the Company and now holds
the position shown opposite his name.
NAME TITLE
David B. Biegger - Chairman
IN WITNESS WHEREOF, I have set my hand and seal and affixed the seal of Campbell
Soul) Supply Company, L.L.C. this 130i day of August, 2013.
Katlileen M. Gibson
Corporate Secretary
CAMPBELL MFG 1 COMPANY
Unanimous Written Consent of Sole Member
THE UNDERSIGNED, CAMPBELL MFG 1 COMPANY, being the sole member, and
owner of all the membership shares, of Campbell Soup Supply Company, L.L.C. (the
"Company "), a limited liability company incorporated under the laws of the State of Delaware,
does hereby consent to, and approve the adoption of the following resolutions:
RESOLVED, that the form, terms and provisions of the Economic Development Agreement
negotiated by the Company and the Paris Economic Development Corporation (the "EDA ") for a
$1,400,000.00 Incentive Payment to the Company, and the Company's performance of its
obligations thereunder, be and hereby are, in all respects approved, and further resolved that any
duly elected officer of the Corporation (each, a "Proper Officer" and together, the "Proper
Officers ") is hereby authorized and empowered to execute and deliver the EDA in the naive and on
behalf of the Company.
FURTHER RESOLVED, that the Proper Officers are hereby severally authorized to
decide to execute and deliver all such agreements, documents, and other instr unents, and to
perform all such acts, as such officer may in his or her judgment deem necessary or desirable to
consummate the actions authorized by these resolutions.
IN WITNESS WHEREOF, the undersigned, being the of the sole member, and owner of all
the membership shares, of Campbell Soup Supply Company, L.L.C., has executed this
unanimous written consent as of the date set forth below and directs that this written consent be
filed with the minutes of the proceedings of CAMPBELL MFG I COMPANY.
Dated as of August 8, 2013
CAMPBELL MFG 1 COMPANY.
00ge
By: Anthony P. DiSiIvestro
President