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First Amendment to Tax Abatement Agreement — Ordinance No. 2005-103 03/22/05 J R
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ORDINANCE NO. 0
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT
AGREEMENT WITH FLOWERS BAKING CO. OF DENTON, LLC; SETTING FORTH ALL
THE REQUIRED TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE
WITH THE TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE; SETTING FORTH
THE VARIOUS CONDITIONS PRECEDENT TO FLOWERS BAKING CO. OF DENTON,
LLC RECEIVING THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY
CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on the fd day of September 2003, after a public hearing duly held in accor-
dance with Tex. Tax Code §312.201 (the "Act"), the City Council passed Ordinance No. 2003-
288 (the "Ordinance") establishing Reinvestment Zone No. VI, City of Denton, Texas as a
commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title
3, Chapter 312, Subchapter B of the Act; and
WHEREAS, on the 6ch day of August, 2003 Flowers Baking Co. of Denton, LLC submit-
ted an application for tax abatement with various attachments to the City concerning the contem-
plated use of certain property located within the Zone; and
WHEREAS, the City Council finds that the contemplated use of the premises and the
contemplated improvements to the premises, as indicated by Flowers Baking Co. of Denton,
LLC are consistent with encouraging the development of the Zone in accordance with the pur-
poses for its creation and are in compliance with the Denton Tax Abatement Policy; and
WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate-
ment Agreement with Flowers Baking Co. of Denton, LLC; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the findings contained in the preamble to this ordinance are true and
correct and are adopted as a part of the whole ordinance.
SECTION 2. That the City Council finds and determines the following:
1. That the contemplated use of the premises and the contemplated improvements of the prem-
ises, as indicated by Flowers Baking Co. of Denton, LLC are consistent with encouraging the
development of the Zone in accordance with the purposes of its creation and are in compli-
ance with the Denton Tax Abatement Policy.
2. That the City Council finds that the improvements sought by Flowers Baking Co. of Denton,
LLC within the Zone are feasible and practical and would be a benefit to the land to be in-
cluded in the Zone and to the City after the expiration of the Tax Abatement Agreement to be
entered into with Flowers Baking Co. of Denton, LLC.
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That the City Council finds that the Tax Abatement Agreement contains all the terms which
are mandatorily required to be included in any tax abatement agreement under §312.205 of
the Act.
4. That, in accordance with §312.2041 of the Act, the City Council finds that not later than the
date on which the City Council considered this ordinance, and not later than the seventh day
before the date the City enters into a Tax Abatement Agreement with Flowers Baking Co. of
Denton, LLC, that the City Manager, through the Director of Economic Development, who
are hereby designated and authorized by the City Council to give such notice, delivered to the
presiding officer of the Denton Independent School District and Denton County a written no-
tice that the City intends to enter into this Tax Abatement Agreement with Flowers Baking
Co. of Denton, LLC, and that this notice included a copy of the proposed Tax Abatement
Agreement in substantially the form of the Tax Abatement Agreement attached to this ordi-
nance.
That before the passage of this ordinance, the City Council held a public hearing in accor-
dance with §312.201 of the Act and created Reinvestment Zone No. VI.
6. The City Council finds that the project within Reinvestment Zone No. VI is a redevelopment
of an existing business as defined in the Tax Abatement Policy and requires additional incen-
tives to promote economic development that generally satisfies the requirements of the policy
and the City Council hereby waives the minimum threshold requirement within the policy for
tax abatement and authorizes a tax abatement of a maximum of 35% on the increased valua-
tion of the Taxable Real Property improvements and tangible personal property as more par-
ticularly described in the Tax Abatement Agreement attached hereto and made a part hereof
by reference as Exhibit "A" (the "Tax Abatement Agreement')..
SECTION 3. That the Mayor, or in her absence, the Mayor Pro Tem, is hereby author-
ized to execute the Tax Abatement Agreement with Flowers Baking Co. of Denton LLC. in sub-
stantially the same form as the Tax Abatement Agreement attached as Exhibit "A".
SECTION 4. That the City Council hereby instructs and authorizes the City Manager to
inspect, audit, and evaluate the progress of Flowers Baking Co. of Denton, LLC to determine if it
has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abate-
ment going into effect.
SECTION 5. That if any section, subsection, paragraph, sentence, clause, phrase, or
word in this ordinance, or application thereof to any person or circumstance is held invalid by
any court of competent jurisdiction, such holding shall not affect the validity of the remaining
portions of this ordinance, the City Council of the City of Denton hereby declares that they
would have enacted such remaining portions despite any such validity.
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SECTION 6. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the o? day of , 2003.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY: -4
EULINE BROCK, MAYOR
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TAX ABATEMENT AGREEMENT
This Tax Abatement Agreement (the "Agreement') is entered into by and between the
City of Denton, Texas (the "City"), duly acting herein by and through its Mayor, and Flowers
Baking Co. of Denton, LLC, a Texas limited liability company (the "Owner"), duly authorized to
do business and in good standing in the State of Texas, duly acting herein by and through its au-
thorized officer.
WHEREAS, the City has adopted a resolution which provides that it elects to be eligible
to participate in tax abatement and has adopted guidelines and criteria governing tax abatement
agreements known as the Denton Tax Abatement Policy;
WHEREAS, on the 19`h day of August, 2003, the City Council of Denton, Texas (the
"City Council") adopted the Denton Tax Abatement Policy (the "Policy"), a copy of which is on
file in the City of Denton Economic Development Office and which is incorporated herein by
reference;
WHEREAS, the Policy constitutes appropriate "guidelines and criteria" governing tax
abatement agreements to be entered into by the City as contemplated by Section 312.002 of the
Texas Tax Code, as amended (the "Code");
WHEREAS, on the 2nd day of September, 2003, the City Council passed Ordinance No.
2003 - 288 (the "Ordinance") establishing Reinvestment Zone No. VI, City of Denton, Texas, as a
commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title
3, Chapter 312, Subchapter B of the Code (the "Act');
WHEREAS, Owner will be the owner, as of the Effective Date (as hereinafter defined),
which ownership is a condition precedent, of certain real property, more particularly described in
Exhibit "A" attached hereto and incorporated herein by reference and made a part of this Agree-
ment for all purposes (the "Premises") located entirely within the Zone as of the Effective Date;
WHEREAS, on the 6th day of August, 2003, Owner submitted an application for tax
abatement with various attachments to the City concerning the contemplated use of the Premises
(the "Application for Tax Abatement'), which is attached hereto and incorporated herein by ref-
erence as Exhibit `B";
WHEREAS, the City Council finds that the contemplated use of the Premises, the Con-
templated Improvements (as hereinafter defined) to the Premises as set forth in this Agreement,
and the other terms hereof are consistent with encouraging development of the Zone in accor-
dance with the purposes for its creation and are in compliance with the Ordinance and Policy and
similar guidelines and criteria adopted by the City and all applicable law; and
WHEREAS, notice has been published in accordance with Chapter 312 of the Tax Code
and written notice that the City intends to enter into this Agreement, along with a copy of this
Agreement, has been furnished by the City, in the manner and by the time prescribed by the
Code, to the presiding officers of the governing bodies of each of the taxing units in which the
Premises is located;
NOW, THEREFORE, the City and Owner for and in consideration of the premises and
the promises contained herein do hereby contract, covenant, and agree as follows:
I.
TERMS AND CONDITIONS OF ABATEMENT
A. In consideration of and subject to the Owner meeting all the terms and conditions
of abatement set forth herein, the City hereby grants the following tax abatement ("Abatement'):
1. An abatement equal to 35% of City ad valorem taxes attributable to new capital
investments resulting in an increase of assessed value of real property improve-
ments to and tangible personal property (excluding inventory and supplies) lo-
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cated on the Premises but only if such increase is at least $15,000,000 over the as-
sessed value of the Premises and tangible personal property (excluding inventory
and supplies) located on the Premises as of January 1, 2003, for a period of five
years commencing on January 1 of the year following the Owner's issuance of a
certificate of occupancy (the "CO") for the Premises ("Phase One Abatement").
If such increase in assessed value is less than $15,000,000 but more than
$4,999,999 the Phase One Abatement will be reduced by the percent decrease that
the reduction bears to the contemplated $15,000,000 increase of assessed value.
For example, should the increase in assessed value be $12,000,000 dollars the
Phase One Abatement will be 80% of 35% or 28%. If such increase in assessed
value is less than $5,000,000 there will be no Phase One Abatement. Should the
increase in value be less than $15,000,000 the Phase One Abatement will be for a
period of four years.
2. An abatement equal to 35 % of City ad valorem taxes attributable to new capital
investments resulting in an increase of assessed value of real property improve-
ments to and tangible personal property (excluding inventory and supplies) lo-
cated on the Premises, but only if such increase, together with the increase for the
Phase O ne Abatement, i s at 1 east $ 20,000,000, for a p eriod o f five years c om-
mencing on January 1 of the second year following the Owner's issuance of the
CO for the Premises ("Phase Two Abatement"). If such increase in assessed value
is less than $20,000,000 but more than $15,000,000 the Phase Two Abatement
will be reduced by the percent decrease that the reduction bears to the contem-
plated $20,000,000 increase of assessed value. For example, should the increase
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in assessed value be $18,000,000 dollars the Phase Two Abatement will be 90%
of 35% or 31.5%.
3. An abatement equal to 35 % of City ad valorem taxes attributable to new capital
investments resulting in an increase of assessed value of real property improve-
ments to and tangible personal property (excluding inventory and supplies) lo-
cated on the Premises, but only if such increase, together with the increase for the
Phase One Abatement and the Phase Two Abatement, is at least $30,000,000, for
a period of five years commencing on January 1 of the third year following the
Owner's issuance of the CO for the Premises ("Phase Three Abatement"). If such
increase in assessed value is less than $30,000,000 but more than $20,000,000 the
Phase Three Abatement will be reduced by the per cent decrease that the reduc-
tion bears to the contemplated $30,000,000 increase of assessed value. For ex-
ample, should the increase in assessed value be $27,000,000 dollars the Phase
Three Abatement will be 90% of 35% or 31.5%.
B. A condition of the Phase One Abatement is that, by December 31, 2004 (subject
to force majeure delays not to exceed 180 days), a capital investment which results in an increase
in the assessed values contemplated by Section I.A.1 be made to the Premises. A condition of
the Phase Two Abatement is that, by December 31, 2005, a capital investment which results in
an increase in the assessed values contemplated by Section I.A.2 be made to the Premises. A
condition o f t he P base T hree Abatement i s that, b y D ecember 31, 2 006, a c apital i nvestment
which results in an increase in the assessed values contemplated by Section I.A.3 be made to the
Premises. For the purposes of this paragraph, the term "force majeure" shall mean any circum-
stance or any condition beyond the control of Owner, as set forth in Section XXI "Force Ma-
jeure" which makes it impossible to meet the above -mentioned thresholds.
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C. The term "capital investment' is defined as the construction, renovation and
equipping of the Improvements on the Premises (the "Contemplated Improvements" or "Im-
provements") to include (1) costs related to the development and improvement of the real estate,
including, without limitation, construction costs and design and engineering costs; (2) tangible
personal property located on or at the Contemplated Improvements by Owner, excluding inven-
tory and supplies. The kind and location of the Contemplated Improvements is more particularly
described in the Application for Tax Abatement.
D. A condition of the Abatement is that the Contemplated Improvements be con-
structed and the Premises be used substantially in accordance with the description of the project
set forth in the Application for Tax Abatement.
E. A condition of the Abatement is that throughout the Term of the Abatement, the
Contemplated Improvements shall be operated and maintained for the purposes set forth herein
so that the uses of the Premises shall be consistent with the general purpose of encouraging de-
velopment o r r edevelopment o f t he Zone, except a s o therwise a uthorized o r in odified b y t his
Agreement.
F. The City shall have the right to terminate the Abatement if the Owner does not
occupy the Contemplated Improvements continuously for the term of the Abatement for the pur-
poses set forth in the Tax Abatement Application. In the event of such termination the Owner
shall refund to the City all previous tax abatements and all tax abatements for fixture years shall
be terminated.
ment.
G. Owner agrees to comply with all the terms and conditions set forth in this Agree-
H. Simultaneously w ith t he e xecution o f t his A greement, O wner s hall c ause t o b e
filed a petition for voluntary annexation into the City any areas of the Zone that are not currently
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within the city limits of Denton, in accordance with the requirements of Chapter 43 of the Local
Government Code and the City Charter. Owner shall fully cooperate with the City so that such
property is annexed as quickly as the law allows.
II.
FAILURE TO MEET CONDITIONS
A. In the event that (i) the conditions in paragraphs I(B) through I(H) are not met; or
(ii) Owner allows its ad valorem real property taxes with respect to the Premises or Improve-
ments, or its ad valorem taxes with respect to any tangible personal property, if any, owned by
the Owner which is located in the Improvements, owed the City to become delinquent and fails
to timely and properly follow the legal procedures for protest and/or contest of any such ad
valorem real property or tangible personal property taxes; or (iii) any other conditions of this
Agreement are not met, then a "Condition Failure" shall be deemed to have occurred (it being
understood that a Condition Failure relating to any condition set forth in paragraphs I(B) through
I(H) shall not be deemed to occur merely because at a particular time it cannot be determined
whether such condition will be met, but shall occur only if at a particular time it can be defini-
tively determined that such condition will not be met). In the event that a Condition Failure oc-
curs, the City shall give Owner written notice of such Condition Failure and if the Condition
Failure has not been cured or satisfied within ninety (90) days of said written notice, the Abate-
ment s hall b e t erminated w ith r espect t o t he year i n w hick n otice o f t he C ondition F ailure i s
given and all future years; provided, however, that if such Condition Failure is not reasonably
susceptible of cure or satisfaction within such ninety (90) day period and Owner has commenced
and is pursuing the cure or satisfaction of same, then after first advising City Council of efforts to
cure or satisfy same, Owner may utilize an additional ninety (90) days. Time in addition to the
foregoing 180 days may be authorized by the City Council. It is understood that the Abatement
with respect to any year prior to the year in which notice of the Condition Failure is given shall
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not be forfeited or recaptured except as indicated under Section II.B hereof. Notwithstanding
any provision in this Agreement to the contrary, Owner shall refund to the City all tax abate-
ments previously received with interest for the year in which the notice of Condition Failure is
given.
B. If, however, the Owner fails to construct any structures or other improvements, or
fails to install any equipment or other tangible personal property within the Premises by January
1, 2005 or if the value of the Improvements falls below the minimum $5,000,000 threshold dur-
ing the term of the Abatement, then this Agreement may be terminated by the City. In such
event, Owner shall refund to the City all tax abatements previously granted and received under
this Agreement with interest on the amount to be refunded at six percent (6%) per annum.
C. In the event of a Condition Failure by Owner which is not cured or satisfied as set
forth herein, in addition to a partial or total recapture of the tax abatement, the City may cancel
or modify this Agreement.
III.
RECORDS AND EVALUATION OF PROJECT
A. The Owner shall provide access and authorize inspection of the Premises by City
employees and allow sufficient inspection of financial information to insure that the Improve-
ments are made and the thresholds are met according to the specifications and conditions of this
Agreement. Such inspections shall be done in a way that will not interfere with Owner's busi-
ness operations. City shall annually (or such other times deemed appropriate by the City) evalu-
ate the Project to ensure compliance with this Agreement. Owner shall provide information to
the City on a form provided by the City for the evaluation. The information shall include inven-
tory listing the kind, number, and location of and the total value of all Improvements to the
Premises, including, without limitation, the value of all structures and all tangible personal prop-
erty installed or located in the Premises.
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B. The City Manager shall make a decision and rule on the eligibility of the Project
for tax abatement based on the information famished each year by the Owner on or before Au-
gust 1 of the taxable year and shall so notify Owner, the Joint Committee on Tax Abatement, and
the City Council.
C. During normal office hours throughout the Tenn of this Agreement, providing
reasonable notice is given to Owner, the City shall have access to the Premises by City employ-
ees for the purpose of inspecting the Premises and the Improvements to ensure that the Im-
provements are being made in accordance with the specifications and conditions of this Agree-
ment and to verify that the conditions of this Agreement are being complied with, provided that
such inspection shall not interfere with Owner's normal business operations.
D. The Owner shall annually make a certification in writing to the City Council and
the Commissioners Court of Denton County, on or before June I't of each year this Agreement is
in effect that certifies that the Owner is in compliance with each applicable term of this Agree-
ment and any other tax abatement agreement it may have entered into with Denton County.
IV.
GENERAL PROVISIONS
A. The City has determined that it has adopted guidelines and criteria governing tax
abatement agreements for the City to allow it to enter into this Agreement containing the terms
set forth herein.
B. The City has determined that procedures followed by the City conform to the re-
quirements of the Code and the Policy, and have been and will be undertaken in coordination
with Owner's corporate, public employee, and business relations requirements.
C. The Premises are not in an improvement project financed by tax increment bonds.
D. Neither the Premises nor any of the Improvements covered by this Agreement are
owned or leased by any member of the City Council, any member of the City Planning and Zen -
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ing Commission of the City, or any member of the governing body of any taxing units joining in
or adopting this Agreement.
E. In the event of any conflict between the City zoning ordinances, or other City or-
dinances or regulations, and this Agreement, such ordinances or regulations shall control.
V.
EFFECT OF SALE, ASSIGNMENT, OR LEASE OF PROPERTY
A. The Abatement with respect to the Premises, including any tangible personal
property located on the Premises owned by Owner, shall vest in Owner and shall be assignable,
with City approval, which shall not be unreasonably withheld, to any individual, partnership,
joint venture, corporation, trust or other entity (irrespective of whether or not such assignee is
related to or affiliated with Owner) which acquires title to the Premises. Any assignee of Owner
or any assignee of a direct or indirect assignee of Owner shall be treated as "Owner" under this
Agreement. No assignment shall require the consent of City if the assignment is to a wholly -
owned subsidiary of the Owner or if, following such assignment, the Owner continues to occupy
and operate the Contemplated Improvements for the full term of this Agreement. Nor shall the
consent of the City be necessary if the assignee agrees to fully comply with the terms and condi-
tions of this Agreement.
VI.
NOTICE
All notices called for or required by this Agreement shall be addressed to the following,
or such other party or address as either party designated in writing, by certified mail postage pre-
pare, by hand delivery or via facsmile:
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OWNER:
Karyl H. Lauder, Treasurer
Flowers Foods Bakeries Group, LLC
1919 Flowers Circle
Thomasville, GA 31757
Fax No.229.225.5425
CITY:
Michael A. Conduff, City Manager
City of Denton
215 East McKinney
Denton, Texas 76201
Fax No. 940.349.8596
VII.
CITY COUNCIL AUTHORIZATION
This Agreement was authorized by the City Council by passage of an enabling ordinance
at its meeting on the 2"d day of September, 2003, authorizing the Mayor to execute this Agree-
ment on behalf of the City, a copy of which is attached hereto and incorporated herein by refer-
ence as Exhibit "C".
VIII.
BOARD OF DIRECTORS AUTHORIZATION
This Agreement was entered into by Owner, pursuant to authority granted by the Board
of Directors of its ultimate parent, Flowers Foods, Inc., a publicly traded Georgia corporation, as
authorized by corporate resolution to execute this Agreement on behalf of Owner; a certificate
evidencing such resolution and consent is attached hereto and incorporated herein as Exhibit "D"
as if written word for word herein.
IX.
SEVERABIILTY
In the event any section, subsection, paragraph, sentence, phrase or word is held invalid,
illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and
shall be read as if the parties intended at all times to delete said invalid section, subsection, para-
graph, sentence, phrase, or word. In the event that (i) the term of the Abatement with respect to
any property is longer than allowed by law, or (ii) the Abatement applies to a broader classifica-
tion of property than is allowed by law, then the Abatement shall be valid with respect to the
classification of property abated hereunder, and the portion of the term, that is allowed by law.
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X.
ESTOPPEL CERTIFICATE
Any party hereto may request an estoppel certificate from the other party hereto so long
as the certificate is requested in connection with a bona fide business purpose. The certificate,
which if requested will be addressed to the Owner, shall include, but not necessarily be limited
to, statements that this Agreement is in full force and effect without default (or if default exists
the nature of default and curative action, which should be undertaken to cure same), the remain-
ing term of this Agreement, the levels and remaining term of the Abatement in effect, and such
other matters reasonably requested by the party(ies) to receive the certificates.
XI.
OWNER STANDING
Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any
litigation questioning or challenging the validity of this Agreement or any of the underlying or-
dinances, resolutions, or City Council actions authorizing same and Owner shall be entitled to
intervene in said litigation.
XII.
APPLICABLE LAW
This Agreement shall be construed under the laws of the State of Texas and is fully per-
formable in Denton County, Texas. Venue for any action under this Agreement shall be in
Denton County, Texas.
XIII.
RECORDATION OF AGREEMENT
A certified copy of this Agreement in recordable form shall be recorded in the Deed Re-
cords of Denton County, Texas.
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XIV.
MUTUAL ASSISTANCE
City and Owner agree to do all things reasonably necessary or appropriate to carry out the
terms and provisions of this Agreement and to aid and assist each other in carrying out such
terms and provisions. Owner and City agree at any time, and from time to time, to execute any
and all documents reasonably requested by the other party to carry out the intent of this Agree-
ment.
XV.
ENTIRE AGREEMENT
This instrument with the attached exhibits contains the entire agreement between the par-
ties with respect to the transaction contemplated in this Agreement.
XVI.
BINDING
This Agreement shall be binding on the parties and the respective successors, assigns,
heirs, and legal representatives.
XVII.
COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
XVIII.
SECTION AND OTHER HEADINGS
Section or other headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
XIX.
NO JOINT VENTURE
Nothing contained in this Agreement is intended by the parties to create a partnership or
joint venture between the parties, and any implication to the contrary is hereby disavowed.
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Xx.
AMENDMENT
This Agreement may be modified by the parties hereto to include other provisions which
could have originally been included in this Agreement or to delete provisions that were not
originally necessary to this Agreement pursuant to the procedures set forth in Title 3, Chapter
312 of the Code.
XXI.
FORCE MAJEURE
If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other
causes beyond the control of either Party, either Party is not able to perform any or all of its obli-
gations under this Agreement, then the respective Party's obligations hereunder shall be sus-
pended during such period but for no longer than such period of time when the party is unable to
perform.
This Agreement is executed effective this 10 day of September, 2003, (the "Effective
Date") by duly authorized officials of the City and Owner.
CITY OF DENTON, TEXAS
BY: Z", /,
v 'L
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS,, CITY SECRETARY
B - Jel iOVED S TO LEGAL FORM:
HERBERT L. P UTY, C Y ATTORNEY
BY:
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FLOWERS BAKING CO. OF DENTON, LLC
A TEXAS LIMITED LIABILITY COMPANY
BY: 4 - 7r
N e: Karyl H. Lauder
Title: Treasurer
ATTEST:
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STATE OF TEXAS
COUNTY OF DENTON
Before me, the undersigned authority, a Notary Public in and for said State of Texas, on
this day personally appeared Euline Brock, Mayor for the City of Denton, known to me to be the
person who signed and executed the foregoing instrument, and acknowledged to me that this in-
strument was executed for the purposes and consideration therein expressed.
Given under my hand and seal of office this the day of August, 2003.
Notary Public in and for the
State of Texas
My Commission Expires: _
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STATE OF GEORGIA
COUNTY OF THOMAS
Before me, the undersigned Karyl H. Lauder, on behalf of Flowers Baking Co. of
Denton, LLC, known to me to be the Treasurer of Flowers Baking Co.. of Denton, LLC and to
be the person who signed and executed the foregoing instrument, and acknowledged to me that
this instrument was executed for the purposes and consideration therein expressed.
Given under my hand and seal of office this they&4' day of August, 2003.
a'Ax--�
NoiAry Public in and for the
State of Georgia
My Commission Expires:
Exhibit "A"
ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING
SITUATED IN THE G. WALKER SURVEY ABSTRACT NUMBER 1330, IN THE
M.E.P. & P.R.R. CO. SURVEY ABSTRACT NUMBER 950, AND IN THE D.
LAMBERT SURVEY ABSTRACT NUMBER 784, DENTON COUNTY, TEXAS,
AND BEING PART OF THE CALLED 27.4367 ACRE TRACT DESCRIBED IN
THE DEED TO ANDREW CORPORATION, RECORDED IN VOLUME 912,
PAGE 790, DEED RECORDS OF DENTON COUNTY, TEXAS, PART OF THE
CALLED 8.773 ACRE TRACT DESCRIBED IN THE DEED TO ANDREW
CORPORATION, RECORDED IN VOLUME 912, PAGE 797 OF THE DEED
RECORDS OF DENTON COUNTY, TEXAS, PART OF THE CALLED 3.000
ACRE TRACT DESCRIBED IN THE DEED TO ANDREW CORPORATION,
RECORDED IN VOLUME 912, PAGE 804 OF THE DEED RECORDS OF
DENTON COUNTY, TEXAS, PART OF THE CALLED 79.4992 ACRE TRACT,
DESCRIBED IN A DEED TO ANDREW CORPORATION, RECORDED IN
VOLUME 912, PAGE 821, DEED RECORDS, DENTON COUNTY, TEXAS, ALL
OF THE 3.59 ACRES OF LAND DESCRIBED IN THE DEED TO ANDREW
CORPORATION, RECORDED UNDER CLERKS FILE NUMBER 96-R0014833
OF THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS, AND
PART OF ANDREW ADDITION PHASE ONE AS SHOWN BY THE PLAT
THEREOF RECORDED IN CABINET B, PAGE 12 OF THE PLAT RECORDS
OF DENTON COUNTY, TEXAS AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND RAILROAD SPIKE AT THE NORTHEAST CORNER
OF THE 27.4367 ACRE ANDREW TRACT IN EDWARDS ROAD;
THENCE SOUTH 02 DEGREES 40 MINUTES 55 SECONDS WEST WITH THE
EAST LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF 698.28
FEET TO A FOUND IRON PIN AT AN ANGLE POINT IN THE EAST LINE OF
THE 27.4367 ACRE ANDREW TRACT;
THENCE SOUTH 02 DEGREES 43 MINUTES 42 SECONDS WEST
CONTINUING WITH THE EAST LINE OF THE 27.4367 ACRE ANDREW
TRACT A DISTANCE OF 1249.03 FEET TO A FOUND IRON PIN AT THE
SOUTHEAST CORNER OF THE 27.4367 ACRE ANDREW TRACT ON THE
NORTH LINE OF THE 22.967 ACRE TRACT TO JULIE K. CLARK RECORDED
UNDER CLERKS FILE NUMBER 95-R0000602 OF THE REAL PROPERTY
RECORDS OF DENTON COUNTY, TEXAS;
THENCE NORTH 87 DEGREES 33 MINUTES 17 SECONDS WEST WITH THE
SOUTH LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF
622.20 FEET TO A FOUND IRON PIN AT THE SOUTHWEST CORNER OF
THE 27.4367 ACRE ANDREW TRACT. THE NORTHWEST CORNER OF THE
22.967 ACRE CLARK TRACT, THE NORTHEAST CORNER OF THE 3.59
ACRE ANDREW TRACT, AND THE EASTERN MOST SOUTHEAST CORNER
OF ANDREW ADDITION;
THENCE SOUTH 03 DEGREES 19 MINUTES 02 SECONDS WEST WITH THE
EAST LINE OF THE 3.59 ACRE ANDREW TRACT AND THE WEST LINE OF
THE 22.967 ACRE CLARK TRACT A DISTANCE OF 472.97 FEET TO A
FENCE CORNER POST AT AN ANGLE POINT IN THE EAST LINE OF THE
3.59 ACRE ANDREW TRACT AND THE NORTHWEST CORNER OF THE
CALLED 0.942 ACRE TRACT DESCRIBED IN THE DEED TO JULIE K. CLARK
RECORDED UNDER CLERKS FILE NUMBER 99-R0000310 OF THE REAL
PROPERTY RECORDS OF DENTON COUNTY, TEXAS;
THENCE SOUTH 03 DEGREES 01 MINUTES 21 SECONDS WEST
CONTINUING WITH THE EAST LINE OF THE 3.59 ACRE ANDREW TRACT
AND THE WEST LINE OF THE 0.942 ACRE CLARK TRACT A DISTANCE OF
224.75 FEET TO A STEEL PIPE AT THE SOUTHEAST CORNER OF THE 3.59
ACRE ANDREW TRACT ON THE NORTH RIGHT-OF-WAY LINE OF
POCKRUS PAGE ROAD;
THENCE NORTH 87 DEGREES 56 MINUTES 40 SECONDS WEST WITH THE
SOUTH LINE OF THE 3.59 ACRE ANDREW TRACT A DISTANCE OF 218.61
FEET TO A FENCE CORNER POST AT THE SOUTHWEST CORNER OF THE
3.59 ACRE ANDREW TRACT AND THE SOUTHEAST CORNER OF THE
TRACT OF LAND DESCRIBED IN THE DEED TO BETTY JOHN ROBERTSON
RECORDED IN VOLUME 2423, PAGE 932 OF THE REAL PROPERTY
RECORDS OF DENTON COUNTY, TEXAS;
THENCE NORTH 01 DEGREES 47 MINUTES 13 SECONDS EAST WITH THE
WEST LINE OF THE 3.59 ANDREW TRACT AND THE EAST LINE OF THE
ROBERTSON TRACT A DISTANCE OF 683.38 FEET TO AN IRON PIPE AT
THE NORTHWEST CORNER OF THE 3.59 ACRE ANDREW TRACT AND THE
NORTHEAST CORNER OF THE CALLED 3.980 ACRE TRACT TO KENNETH
D. OWEN RECORDED IN VOLUME 763, PAGE 137 OF THE DEED RECORDS
OF DENTON COUNTY, TEXAS ON A SOUTH LINE OF ANDREW ADDITION;
THENCE NORTH 87 DEGREES 39 MINUTES 54 SECONDS WEST WITH A
SOUTH LINE OF ANDREW ADDITION AND THE NORTH LINE OF THE OWEN
TRACT A DISTANCE OF 363.71 FEET TO A FOUND IRON PIN AT AN INNER
ELL CORNER OF ANDREW ADDITION;
THENCE SOUTH 03 DEGREES 03 MINUTES 00 SECONDS WEST WITH AN
EAST LINE OF ANDREW ADDITION AND THE WEST LINE OF THE OWEN
TRACT A DISTANCE OF 397.16 FEET TO A FOUND IRON PIN;
THENCE SOUTH 39 DEGREES 11 MINUTES 57 SECONDS EAST WITH AN
EAST LINE OF ANDREW ADDITION AND THE SOUTH LINE OF THE OWEN
TRACT A DISTANCE OF 382.68 FEET TO A FOUND IRON PIN AT THE
SOUTHERN MOST SOUTHEAST CORNER OF ANDREW ADDITION AND THE
SOUTHERN MOST SOUTHWEST CORNER OF THE OWEN TRACT ON THE
NORTH RIGHT-OF-WAY LINE OF POCKRUS PAGE ROAD;
THENCE NORTH 87 DEGREES 46 MINUTES 12 SECONDS WEST WITH A
SOUTH LINE OF ANDREW ADDITION AND THE NORTH RIGHT-OF-WAY
LINE OF POCKRUS PAGE ROAD A DISTANCE OF 26.57 FEET TO A FOUND
IRON PIN AT THE SOUTHERN MOST SOUTHWEST CORNER OF ANDREW
ADDITION ON THE EAST RIGHT-OF-WAY LINE OF THE OLD M.K.T.
RAILROAD;
THENCE NORTH 39 DEGREES 14 MINUTES 16 SECONDS WEST WITH A
WEST LINE OF ANDREW ADDITION A DISTANCE OF 412.02 FEET TO A
FOUND IRON PIN AT THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE WITH THE EAST RIGHT-OF-WAY LINE OF THE OLD M.K.T.
RAILROAD ALONG SAID CURVE HAVING A DELTA OF 26 DEGREES 11
MINUTES 57 SECONDS, A RADIUS OF 2814.79 FEET, AN ARC LENGTH OF
1287.10 FEET (CHORD OF NORTH 26 DEGREES 10 MINUTES 09 SECONDS
WEST A DISTANCE OF 1275.92 FEET) TO A FOUND IRON PIN;
THENCE NORTH 13 DEGREES 00 MINUTES 38 SECONDS WEST
CONTINUING WITH THE EAST RIGHT-OF-WAY LINE OF THE OLD M.K.T.
RAILROAD AND THE WEST LINE OF ANDREW ADDITION A DISTANCE OF
1221.59 FEET TO A FOUND IRON PIN AT THE BEGINNING OF A CURVE TO
THE LEFT;
THENCE CONTINUING WITH THE EAST RIGHT-OF-WAY LINE OF THE OLD
M.K.T. RAILROAD ALONG SAID CURVE HAVING A DELTA OF 09 DEGREES
53 MINUTES 43 SECONDS, A RADIUS OF 1959.24 FEET, AN ARC LENGTH
OF 338.37 FEET (CHORD OF NORTH 17 DEGREES 58 MINUTES 31
SECONDS WEST A DISTANCE OF 337.99 FEET) TO A SET IRON PIN WITH A
YELLOW PLASTIC CAP STAMPED "METROPLEX 1849" ON THE SOUTH
RIGHT-OF-WAY LINE OF MAYHILL ROAD AS DESCRIBED IN THE STREET
RIGHT-OF-WAY DEED TO THE CITY OF DENTON RECORDED IN VOLUME
4936, PAGE 1841 OF THE REAL PROPERTY RECORDS OF DENTON
COUNTY, TEXAS AT THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH THE SOUTH RIGHT-OF-WAY LINE OF MAYHILL ROAD
ALONG SAID CURVE HAVING A DELTA OF 01 DEGREES 17 MINUTES 13
SECONDS, A RADIUS OF 540.00 FEET, AN ARC LENGTH OF 12.13 FEET
(CHORD OF NORTH 66 DEGREES 07 MINUTES 51 SECONDS EAST A
DISTANCE OF 12.13 FEET) TO A SET "X" IN CONCRETE AT THE
INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF MAYHILL ROAD
AND THE WEST RIGHT-OF-WAY LINE OF EDWARDS ROAD AS DESCRIBED
IN THE STREET RIGHT-OF-WAY DEED TO THE CITY OF DENTON
RECORDED IN VOLUME 4936, PAGE 1841 OF THE REAL PROPERTY
RECORDS OF DENTON COUNTY, TEXAS;
THENCE SOUTH 27 DEGREES 41 MINUTES 50 SECONDS EAST WITH THE
WEST RIGHT-OF-WAY LINE OF EDWARDS ROAD A DISTANCE OF 147.27
FEET TO A SET IRON PIN WITH A YELLOW PLASTIC CAP STAMPED
"METROPLEX 1849" AT THE BEGINNING OF A CURVE TO THE LEFT;
THENCE CONTINUING WITH THE WEST RIGHT-OF-WAY LINE OF
EDWARDS ROAD ALONG SAID CURVE HAVING A DELTA OF 59 DEGREES
01 MINUTES 36 SECONDS, A RADIUS OF 330.00 FEET, AN ARC LENGTH OF
339.97 FEET (CHORD OF SOUTH 57 DEGREES 12 MINUTES 38 SECONDS
EAST A DISTANCE OF 325.13 FEET) TO A SET IRON PIN WITH A YELLOW
PLASTIC CAP STAMPED "METROPLEX 1849";
THENCE SOUTH 86 DEGREES 44 MINUTES 08 SECONDS EAST WITH THE
SOUTH RIGHT-OF-WAY LINE OF EDWARDS ROAD A DISTANCE OF 1797.84
FEET TO A FOUND IRON PIN;
THENCE NORTH 03 DEGREES 30 MINUTES 26 SECONDS EAST A
DISTANCE OF 35.49 FEET TO A FOUND RAILROAD SPIKE IN EDWARDS
ROAD ON THE NORTH LINE OF THE 27.4367 ACRE ANDREW TRACT;
THENCE SOUTH 88 DEGREES 03 MINUTES 58 SECONDS EAST WITH THE
NORTH LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF
172.15 FEET TO THE POINT OF BEGINNING AND CONTAINING IN ALL
91.921 ACRES OF LAND.
Exhibit 13
p'JOCppoj,
O p1 A�
i
0
a
i
tiro 4 S 4 Q�OO
GCD;1C3
I
Cl•t- enton
Tax Abatement application
E
Denton. Texas 76''01
(940) 349-3307
(9•11,1) 349•8596 FAX
I
i
APPLICATION FOR TAX ABATEMENT ',•
CITY OF.DF.NTON, TEXAS
i
I. ProNrly Ol\ner
Flov:ers Foods Bakeries Group. I,I.0
Company or Prt;cct Name
.
Flowers Bakin4 Co of Demon, LLC
Mailing Address
1919 Flowers Circle y
I'ho!nasvil!c, G:1 31757 — --
Teleplxme 229.226A110
Fn\ No. 229?25.5425
.��K:aM
Cu:m:ct \tone
It. Lauder `---^'---��
Title
Vice Prc;ident & Operations Controllct T�u
Mailing; Address
1919 Flolvrn Circle—^—•___„__-.._
-fhunmtivipc, GA ii'i" �--
1'elephonv T29127.2221
' 1.,,,x o. P9.225..5-^i
'2, provide .."t chronelo y of pl: nt openings, Closing and relocation: over tilt past I5 yeari. u .�
ttem2 - Plant
Opep's,s V C:as!Pi s,
..- Provide ;t I ccoid of raer wrs and I'mancU restrucntrim, tit: rill i,- die past 1 s "?tit �.
-----
Con?i•rrin wl.c,al
-----
�{. %\*itI the occupams of the project be Darner or lcssee" l Iecsec, arc occup;xtcy conufei!ntclus :dree:ic cxi,fin ?
5, is the project a relocation of txNting facility urn nemfacility to expand operations" li relnewinn. ;,ive�--__ '
current locatial.
'rz� aholemrw !4'd!a' �L•n'Z6U1 - � -
9
Netr facility to be used to expand olxratibns
6. If an existing Denton husiness. will project result in abandonment of existing facility" If so, the value of the
cxWkw 16HY will he sulmmewd froiu the value of the new incilily to alive al.tulal pn>_iecl value.
No, we vt'ilI be using a bui Jhg .hat would have otherwise been vacate _
;. prol:crtq Dcscripuon.
EXHIBIT A Legal
• :1tt::ch a copy of the legal dcscriptior, dcclilin_!. Ixopclyy's iliefcs and bounds, Descri"n of Proprr
• Au aclh man of prt?ject inc?udin;; all road%kays. land use and zoning within 500 feet of sites
S. Current Value. All, ch copy of rarest propmy tax statement from the Denton Corn:tc Central Apprai<al
DiStriCt (i11CItn1C bO:h real nl)d PUSOnal property').
4. I.mca.scd Valu . Pstln?awd l olal Lost of Plojecl.. I mil Cost S40,300.000
Stnlcture5 S SAWN N
Site Development � S WOW)
Personal pro, n'ty S 3.75(u)(m
Other Impmvemm, S
1 p. lutl;cateaenutnr, of tax a?xttemew and number of years requited for each taxing,
city or mmun
^� °'
o�
6 years
Denson Irdcperdcm Schnnl INsubt
'l
6 Years
Demon Counly
_j ,
_..�_
6 years
----
I.ist any other Iinanc in I inccntivcs thisrproiec: gri 11 requitil: reC6%v
Hmi:n:ued rrecliort Exemption
S WL)
Emiumal 13lcclric Udh(i industrial f)Leelopmem Rider
S IRD�
1:3ti111ateC1 li'ntl'GWHSidl1'=r l nfraiWwwre Assistance
5 I13L)
11. LAve a Wie1 f1esC1'Ipaoll Ul Ilte aCUV1t12S to be perfomxd nt tlas location, Including a descflption of
tip be 1),oduccd w0or srr'ices to be provided.
prOducffi
The wm uRmum and wholesale disr, bution orhaked blend and roll pn?ducts.
'I:IN Abawwoll Poliq',%Ia} 2061 - •? -
ely D
12. Project Construction Phise
A, E'stimme perccivagv ol'project development 'Ind collsirmtioll dollms 10 he spent Willi I)cntl);l based
contractors orsub-cantruclois.
Collsfnlcl;on costs flemming lixal concractors 75
'Bu iftl ing wwl Lire prep and mudificaiions only
—Iftpaiificd focal comiactors itre availab!c with competitive prices
Construction Finploynivic rslimates7
Sian Dxe (Moyr) October 2011.1 Dwu lklolyr) Jiliv 200.1
\V nr Consu uclion johs 100 S2,000,000
C. I )escribe an), oil' -site inlrastructul e I equ i rem erns:
Wa z cr NIA Will use existing infrastructure for all items liswd
'Wasfewawr
•
Drainage
• (Alivr
(.'cAlt.vmucm N'6z' Ms> M21 - :j .
M
9
13. Pmjccl Operation Phase. Provide employment 'Information for the nuntixr of years tax abs!entent is
recn:-,tcd.
:�l Yrojcet
Existing
Slam t),Itc
At Term of
6111lloyurenl information
Operation
Duofiri
abatement
if
....
A. Total mlmhcrotperinment. full-time iobs
NIr1 `��
ir.�._
'lfi
B. Lntployecx trues(erred timn outside Denton
�:Nct
N.'A
15 —
1 i
C. pemtmtem fitll-timc Iobs (A. minus 11.)
� -Nh\ �
79
201
1 'foYal annual payruli thr a 11 PeminIll It. fi1 I1-1 iale
S3,146.7 0
+6.S6 5.5,60
jobs (A.}- Itic 1udes Camtp:n %. R Conl race I.abm ..
See delr,il in itirn P altachment
P. Tylics of inbs created. List tiro iob title's and number of"positions in cacti category ih; i will be etnp!tnrd
at the facility. Provide avorarc e:;` L (m each category.
Rent 13 -
Foplaynnrd - tine F.:
G. F.Survatc annual utility ugrge fill proiecC
Electric S•480,000 I Waler S I2.000
Wastcwatcr S 36lUO I ('i8> S 3(,un0 _...
14. llescribc any olhor direct beIw its to the City of Ucutou as it rresu!I ul this pmjccI (c. fit., sales Ins revenue or
project cicmcnts identified in Tax Abweuteul Policy. Secii(xn Ill)"
Technical sclnri) cell ifimn.ion. ecptivalet t nIiIihtry service, or 4 year co1legc degree will he required ibr many.
orthe Cau:panv positions. This will create high skilled positions for die cornunu tc.
Tsv Ahttemml Felice %IZ, 11){i 1 - 1 -
15. is property zoned -appropriately' Yes No a
Current roninit. Light lndumial
%nnimt required far proposed project: Food Mamdacturer,`Promwr
Anticipated tarianecs. Special Use varianco needed
lb. ls.prnpertc platted" Yes \ No
%:'ill replatting he necessary Yea No ^�•�-
I?. Discuss any environmental impacts created by the prQiect.
A. List any'permit for which applicant mast apply. Applicant will be required 10 Ixneidc C'iry frith copies
ul all application, lot, em ironmertal permits upon complctiori oi'appiication(s),
City Waemwwcr Dischnr c permit
Air Fmissions Permit
Storm %fafcr Pcnnh_---�—
B. Provide record of compliance to all environmental regulation: for the pact five venr5,
Kh1
18, Provide specific detail ofanp basinesse<residc;lts ha, will be displaced and assistance that will he ;trtulable
from the regticsting company.
NA
11). Provide dcscripfion o anv historically signiu^.ant at'ea incladcd wltidn the projecCs area as determined by the
I Iistoric prcwrvadon 01-11cer.. 11 any., gi.•e derail of how the historicallysi nificam area will be prescrved.
20. htstification Im Tax Abatement Request: Substantiate and more follydescribe the iustiitcaiimi fm this
request. hech:dc the amount of the abatcmcnt requested and show how it tt'ill contribute to the financial
viahili;yof the.pioiect. Srbn:il attechmatns ifa:ecesar'.
1`ax Abntancnt Pufiey �Iay 2iinl - � -
ltetn7.r! .
:t,st�a,ion pC
1. �1.ist ndditio:cal «batenm_^at aao:s tp be cons;dered for this projen as out?;ncti on pages 3 and 4 of dic ..:x.
abatnr.nt policy.
ti:in abovv response
iranaiat htforrttation: Amr.:h a ccry 01`3.c Latest xc;?itcd financul sujcmert or, is the casn of it rcu• f:ajc:.t.
'Phis tax :ILA.mcnt zpplication is submired with the ae'.;twwicdgc•rocnc tea: additional ccrtifwd Gnatxial inlorma6an rpav be
cq::irni
.4uthorizrd Si anus.
Da 8 --6 -0,3
Exhibit "A"
ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING
SITUATED IN THE G. WALKER SURVEY ABSTRACT NUMBER 1330, 1N THE
M.E.P. & P.R.R. CO. SURVEY ABSTRACT NUMBER 950, AND IN THE D.
LAMBERT SURVEY ABSTRACT NUMBER 784, DENTON COUNTY. TEXAS,
AND BEING PART OF THE CALLED 27.4367 ACRE TRACT DESCRIBED IN
THE DEED TO ANDREW CORPORATION, RECORDED IN VOLUME 912,
PAGE 790, DEED RECORDS OF DENTON COUNTY. TEXAS, PART OF THE
CALLED 8.773 ACRE TRACT DESCRIBED IN THE DEED TO ANDREW
CORPORATION, RECORDED IN VOLUME 912, PAGE 797 OF THE DEED
RECORDS OF DENTON COUNTY, TEXAS, PART OF THE CALLED 3.000
ACRE TRACT DESCRIBED IN THE DEED TO ANDREW CORPORATION,
RECORDED IN VOLUME 912, PAGE 804 OF THE DEED RECORDS OF
DENTON COUNTY, TEXAS, PART OF THE CALLED 79.4992 ACRE TRACT,
DESCRIBED IN A DEED TO ANDREW CORPORATION, RECORDED IN
VOLUME 912, PAGE 821. DEED RECORDS, DENTON COUNTY, TEXAS, ALL
OF THE 3.59 ACRES OF LAND DESCRIBED IN THE DEED TO ANDREW
CORPORATION. RECORDED UNDER CLERKS FILE NUMBER 96•R0014833
OF THE REAL PROPERTY RECORDS OF DENTON COUNTY. TEXAS, AND
PART OF ANDREW ADDITION PHASE ONE AS SHOWN BY THE PLAT
THEREOF RECORDED IN CABINET B, PAGE 12 OF THE PLAT RECORDS
OF DENTON COUNTY, TEXAS AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND RAILROAD SPIKE AT TFIE NORTHEAST CORNER
OF THE 27.4367 ACRE ANDREW TRACT IN EDWARDS ROAD;
THENCE SOUTH 02 DEGREES 40 MINUTES 55 SECONDS WEST WITH THE
EAST LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF 698.28
FEET TO A FOUND IRON PIN AT AN ANGLE POINT IN THE EAST LINE OF
THE 27.4367 ACRE ANDREW TRACT;
THENCE SOUTH 02 DEGREES 43 MINUTES 42 SECONDS WEST
CONTINUING WITH THE EAST LINE OF THE 27.4367 ACRE ANDREW
TRACT A DISTANCE OF 1249,03 FEET TO A FOUND IRON PIN AT THE
SOUTHEAST CORNER OF THE 27.4367 ACRE ANDREW TRACT ON THE
NORTH LINE OF THE 22.967 ACRE TRACT TO JULIE K: CLARK RECORDED
UNDER CLERKS FILE NUMBER 95-R0000602 OF THE REAL PROPERTY
RECORDS OF DENTON COUNTY, TEXAS,
THENCE NORTH 87 DEGREES 33 MINUTES 17 SECONDS WEST WITH THE
SOUTH LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF
622.20 FEET TO A FOUND IRON PIN AT THE SOUTHWEST CORNER OF
THE 27,4367 ACRE ANDREW TRACT, THE NORTHWEST CORNER OF THE
U
THE 3.59
T, THE NORTHEAS i MOST SOUTH EAST CORNER
fRAC THE EASTERN MOST S
22.967 ACRE CI TRACT, AND ST W ITH THE
ACRE ANDREW DITION: ONDS WE
19 MINUTES 02 SEC U THE WEST LINE OF
OF ANDREW DEGREES TRACT AN g7 FEET TO A
CE SOOUF THE 3.. E AA DES ANT I OF 472. EAST LINE OF THE
DE
THEN 599 TRACTTHE THE
EAST LINE RE CLA ANGLE POINT IN T CORNER OF CLARK
THE 22.967 AC POST AT AN A THE NORTHWES Fp TO 30LIE K.
FENCE CORNER TRACT AND IN THE DE - OF THE REAL
3.59 ACRE ANDREW TRACT DESCRIBED R g9_R0000310
0.942 ACRE CLERKS FILE NUM13E TY TEXAS:
CALLED UNDER OF pENTON COUN
RECORDED CORD5 1SECONOSENES TRACT
PROPERTY RE 01 MINUTES 2 E ANDRE
CE SOUTH 03 DEGREET LINE OF THE 3 :3 ACR DISOFTHEOF
TRACT A 3 59
THEN WITH CHE EAS 0 942 ACRE CLARK CORNER OF
OONTINUING LINE OF THE TtIE SOUTHEAST ,( LINF OF
AND THE `"TTO A STEEL PIP F E NORTH RIGHT OI AT
224.75 FEE TRACT ON S WEST WITH THE
ACRE AN PAGE ROAD, A0 SECONU OF 218 61
pOCKR FS 56A INU IS CT A DIST CNORNER OF TF IE
NORTH g7 DEGRECRE NDR0, J TRA EST
THE
THE INE OF THE 3.59 ACRE
AT SOUTHEAST CORNER OF
SOUTH - FENCE CORNER TO BETTY 30HN
FEET TO A VNJ TRACT AND THEDEFD REAL PROPERTY
ACRE ANDRE CRIBED IN THE OF THE R
3.59 TRACT OF U;N VOLU 423. PAGE 932
RECORDED NTON COUNTY. TEXAS' ND5 EAST WITH THE
RECORDS OF OF 13 SECO . LINE OF THE
c,REES 47 MINUTEAN
S THE EASN IRON PIPE Ar
IIORTI101 D 6 . ANDREW RAC 3 3gDEET TO A TRACT THE
AND
THENCE THE 3. i5t ANCE OF CRE ANDREW T TO KENNETH
WEST LINE O TRACT A D _ OF THE 3.59 A TRAC DEED RECORDS
ROBERTSON T CORNER 3,980 ACREAE
THC NORTHWCORNER OF THE GAi63DPAGE 137 OF ANDR W ADDITION.
INjOOW�NAR�CORDED IN yAS ME ON UTH LINE
ITH A
NTY, TEXAS ON A SO WFST W
54 SECONDS OF THE OWEN
�F OENTON LOU MINUTES TH LINE INNER
DEGREES II M THE NOR
PIN AT AN
THENCE NORTH A ADDITION To A FOUND
LINE OF ANDor363.71 FEE
SOUTH IST'ANCF DREW ADDITION: ST WITH AN
TRACT A OF THE
OF AN S W OWEN
ELL CORNER ES U3 MINUTES
W ES O` NE
dEGRE FOUND IRON PIN':
THENCE SOUTH 03 AOp1-jION T TO A
OF ANDRECWF 397.16 FEE
EAST LINEISTANCE
TRACT A
THENCE SOUTH 39 DEGREES 11 MINUTES 57 SECONDS EAST WITH AN
EAST LINE OF ANDREW ADDITION AND THE SOUTH LINE OF THE OWEN
TRACT A DISTANCE OF 382.68 FEET TO A FOUND IRON PIN AT THE
SOUTHERN MOST SOUTHEAST CORNER OF ANDREW ADDITION AND THE
SOUTHERN MOST SOUTHWEST CORNER OF THE OWEN TRACT ON THE
NORTH RIGHT-OF-WAY LINE OF POCKRUS PAGE ROAD;
THENCE NORTH 87 DEGREES 46 MINUTES 12 SECONDS WEST WITH A
SOUTH LINE OF ANDREW ADDITION AND THE NORTH RIGHT-OF-WAY
LINE OF POCKRUS PAGE ROAD A DISTANCE OF 26.57 FEET TO A FOUND
IRON PIN AT THE SOUTHERN MOST SOUTHWEST CORNER OF ANDREW
ADDITION ON THE EAST RIGHT-OF-WAY LINE OF THE OLD M.K.T.
RAILROAD;
THENCE NORTH 39 DEGREES 14 MINUTES 16 SECONDS WEST WITH A
WEST LINE OF ANDREW ADDITION A DISTANCE OF 412.02 FEET TO A
FOUND IRON PIN AT THE BEGINNING OF A CURVE TO THE RIGHT;
THENCE WITH THE EAST RIGHT-OF-WAY LINE OF THE OLD M.K.T.
RAILROAD ALONG SAID CURVE HAVING A DELTA OF 26 DEGREES 11
MINUTES 57 SECONDS, A RADIUS OF 2814.79 FEET, AN ARC LENGTH OF
1287,10 FEET (CHORD OF NORTH 26 DEGREES 10 MINUTES 09 SECONDS
WEST A DISTANCE OF 1275.92 FEET) TO A FOUND IRON PIN;
THENCE NORTH 13 DEGREES 00 MINUTES 38 SECONDS WEST
CONTINUING WITH THE EAST RIGHT-OF-WAY LINE OF THE OLD M.K.T.
RAILROAD AND THE WEST LINE OF ANDREW ADDITION A DISTANCE OF
1221.59 FEET TO A FOUND IRON PIN A i' THE BEGINNING OF A CURVE TO
THE LEFT;
THENCE CONTINUING WITH THE EAST RIGHT-OF-WAY LINE OF THE OLD
M.K.T. RAILROAD ALONG SAID CURVE HAVING A DELTA OF 09 DEGREES
53 MINUTES 43 SECONDS, A RADIUS 01" 1959.24 FEET, AN ARC LENGTH
OF 338.37 FEET (CHORD OF NORTH 17 DEGREES 58 MINUTES 31
SECONDS WEST A DISTANCE OF 337.99 FEET) TO A SET IRON PIN WITH A
YELLOW PLASTIC CAP STAMPED "METROPLEX 1849" ON THE SOUTH
RIGHT-OF-WAY LINE OF MAYHILL ROAD AS DESCRIBED IN THE STREET
RIGHT-OF-WAY DEED TO THE CITY OF DENTON RECORDED IN VOLUME
4936. PAGE 1841 OF THE REAL PROPERTY RECORDS OF DENT ON
COUNTY, TEXAS AT THE BEGINNING OF A CURVE TO THE LEFT;
THENCE WITH THE SOUTH RIGHT-OF-WAY LINE OF MAYHILL ROAD
ALONG SAID CURVE HAVING A DELTA OF 01 DEGREES 17 MINUTES 12
SECONDS, A RADIUS OF 540.00 FEET, AN ARC LENGTH OF 12.13 FEET
(CHORD OF NORTH 66 DEGREES 07 MINUTES 51 SECONDS EAST A
DISTANCE OF 12.13 FEET) TO A SET "X" IN CONCRETE AT THE
0
INTERSECTION OF THE SOUTH RIGHT-OF-WAY LINE OF MAYHILL ROAD
AND THE WEST RIGHT-OF-WAY LINE OF EDWARDS ROAD AS DESCRIBED
IN THE STREET RIGHT-OF-WAY DEED TO THE CITY OF DENTON
RECORDED IN VOLUME 4936, PAGE 1841 OF THE REAL PROPERTY
RECORDS OF DENTON COUNTY, TEXAS:
THENCE SOUTH 27 DEGREES 41 MINUTES 50 SECONDS EAST WITH THE
WEST RIGHT-OF-WAY LINE OF EDWARDS ROAD A DISTANCE OF 147,27
FEET TO A SET IRON PIN WITH A YELLOW PLASTIC CAP STAMPED
"METROPLEX 1849" AT THE BEGINNING OF A CURVE TO: THE LEFT;
THENCE CONTINUING WITH THE WEST RIGHT-OF-WAY LINE OF
EDWARDS ROAD ALONG SAID CURVE HAVING A DELTA OF 59 DEGREES
01 MINUTES 36 SECONDS, A RADIUS OF 330.00 FEET, AN ARC LENGTH OF
339.97 FEET (CHORD OF SOUTH.57 DEGREES 12 MINUTES 38 SECONDS
EAST A DISTANCE OF 325.13 FEET) TO A SET IRON PIN WITH A YELLOW
PLASTIC CAP STAMPED "METROPLEX 1849";
THENCE SOUTH 86 DEGREES 44 MINUTES 08 SECONDS EAST WITH THE
SOUTH RIGHT-OF-WAY LINE. OF EDWARDS ROAD A DISTANCE OF 1797.84
FEET TO A FOUND IRON PIN;
THENCE NORTH 03 DEGREES 30 MINUTES 26 SECONDS EAST A
DISTANCE OF 35.49 FEET TO A FOUND RAILROAD SPIKE IN EDWARDS
ROAD ON THE NORTH LINE OF THE 27.4367 ACRE ANDREW TRACT:
THENCE SOUTH 88 DEGREES 03 MINUTES 58 SECONDS EAST WITH THE
NORTH LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF
172.15 FEET TO;TI-lE POINT OF BEGINNING AND CONTAINING IN ALL
91.921 ACRES OF LAND.
CD
Item No. 2 -Chronology of Plant OpeninLS. closings and relocations over the past Is
vettrs.
(mints (does not iuchrde acquisitions of existing operations):
January. 1990 Flowers Baking Co. of*Bmdenton. IJC. Bradenton. Florida
Occoher, 199s Flowers Baking Co. of Villa Rica. C.I.C. \'illy Riea. Georgia
Closings:
Oecember. 1995 Ahlrs. Boclime's Holsum Bakery. Inc., San Angelic, Texas. Acquired
Ad inefficient operation in September 1994.. PrOdttet1011 moved to San Antonio.'I'cxas.
-lay, 1998 Storck Baking C•ompatri'. Parkersburg. \Pelt Vir initt. acquh'ed bakery
operation in Noyianber. 1995. Primary customer represc»ling, over $U°io of business was
lost and capacity could not he replaced.
July, 1-001 Marano llouse, 1A.C, Bluefield. West Virginia - A small donut operation of
approximately° 2t) cmploaecs. Production moved to otlr.•r Flowers locations.
Amorist. 2001 Flowers Baking Co. of vlemphis, LLC, Memphis, Tennessee. Acquired
bakery operations of Kroger. Inc. Production intcrgratcd with other Flowers operations.
Relocations:
September, 1991 Production from Richter's Baking Company of Corpus Christi, Inc..
Richter's Baking Cuntpan) of Austin. hoc. and Richter's Baking Company of san Antonio
were relocated to Colonial Cake Company, Inc- (sul+scquently renamed Bul(crkrust
Baking Co.. Ll_C). Result of acquisition of Richter's Baking Co. in 5cptembcr. 1994.
Consolidawd 4 locations into a single location. 7'h Colonial Cake Iacility in Sam
Antonio. Texas was rentodoleil. enlarged and completely retooled and new equipment
w•ns installed. \','Itili+ there were ii+h looses in Corpus Christi and :\ousting ji)i?s tyre added
in San Antonio,
October. 1994 I I Paso Baking Company. Inc. was consolidated with Kahn's Baking
Company, Kahn's Baking Company was acquired September 1994. Both bakeries
located in 1:1 Paso, Texas. Coll solidated operations into a single facility: The Kahn's
faiciliiy teas remodeled and ccrtain.equipuicnt retooled or replaced.
Flowers Baking Co
of Denton, LLC
Proposed Workforce
1
At Start-up
At Term
of Abatement
M
N of
Avg Annual
Projected
# of
Avg Annual
Projected
Positions
Salary
Payroll
Positions
Salary
Payroll
Workforce - Company Payroll
Production:
,
Hourly
36
S
29,640
$1,067,040
108
S
29;640
$3,201,120.
Salaried
4
S
66,250
225,000
12
S
52.900
634.800
Total Production
40
F292 040
120
7835.920
knginem ing
Hourly
12
$
34.320
S 411,840
20
S
34,320
S 066it00
Salaried
4
$
55,000
220.000
6
S
51,670
310,020
Total Engineering
16
63 i.840
26
996.420 ,
Administrative
Hourly
3
$
26.000
S 78,000
6
$
20.000
S 156,000
Salaried
4
S
75,625
302,600
4
S
75,625
302.500
Total Administrative
i
380.5 00
10
458 r03
Shipping Superintendent
1
$
55.000
S 55,030
1
S
55,000
S ',i5,000
Sw,italicn Supe9:ntendent
1
S
50.000
S 50,000
1
S
50S)OID
S 50'orx)
Total Workforce -Company Payroll
65
S2.409.380
158
55.395.840
Workforce - Contract Labor
Snnitatien
Hourly
10
S
20,800
S 208,000
20
S
20,800
S 416.000
Se;adad
1
$
40.000
40,030
3
S.
40.000
120,00,11
Total Sanitaiion
11
248.000
23
536.000
Shipping
Houdy
16
$
24,960
5 399.360
32
S
24.960
S 798,120
Salaried
2
S
45,000
90.tA)0
3
S
45,000
135,000
Total Shipping
18
e89.360
35
933.720
Total Workforce - Contract Labor
29
S 737,360
58
S 1 F69,720
Total All Positions
94
S 3,146,740
216
S6,865,500
CD 0
Item 20 - Justification of Tax Abatement Request
The read properly under discussion is currently owned and operated by Andrew Ca?»tpauy.
Andrew' Cnmparty It,rs announced tile closing of its
CLIrrCiltiobs to out ule the Denton nperation aril the relocating of
decrease in %;iluc at.Denton arch. This will result in an abandoned building that will
de! crentually lead to lost revenue liar the city. \gore important. however. will
be the loss of 310 jobs (hascd on last reported information) in the Denton area. Flowers foods
Bakeries Group is ofterina to purchase the building: and adjoining real property, file buildirn.,
wilanticil .be remodeled as a bakery and expanded and retooled to nice( our operating neccJs. Wep:ue creating approxhnatcly 150 jobs and. contract jabs. 1'Jtis project will not only
preci'nt the abandonment of said real property but it will bring highly skilled and trchnicol
haler)lu),tnons ter Ihi city. i'itis will rlldw Andrew' Contpanv s displaced workers th.•
opporttu(it to apply tar crnplotitnent Leith the bakery. As stated in the Sccuriiius F,xchata;te
( outmi , o f MC) filhus Pon our parent compam. Fioiicrs pot cf. t \YSl'�: F"L(.)}, we tire
committed to (zin the Plemier baking c<>ntpany in the countiy Uur phildsopl'ay is to build .and
maintain highly atndmAted aril ttiicient bakeries, 7hesc operntions require a skilled ecork
hi hl}'
force in certain l-eas of the operation. The ,jobs created b}e gars Hower; eat will benefit the.
residents of the C die of Denton n well as bring training opportunities ru local tech schools.
Among ntanutacmrer, the baking industry is a "clean" inciusuy. "I8c 1?y-products and w�s(e
Isom our bakeries arc t;cncrtlly recycled into other prtxlucis, such e animal Reds. wa je
reducing the need for n;rstc munx,entent• All of our G!rilitics atust react rieoraus standards
cstablishc4 by various regulatory aeencfcs. Additionally. our philosophy of al+crating eRicicat
bakcrios that produce ilunlit} baked foods retluires its to rnaintaiu greater standards g v those
mandated by "lost regulatory agencies. 7"herelint, the. city can expect a w<anda ds thnc8 tone
Clean production lacilitc.
1-Jae City of Denton will fired a good corporate citittn in h'Idere.rs Foods Bakeries Croup. 11fe
encourage our employees to he active citizens i:a their cdntmauhs Or Company philosophy
slates that our conduct oursch'es responsibly and with tints: rite." We take. this very crinusly anzi
eve expect our cntlylu}rc, to do likewise,
The maijority ofour bakeries have been in their respective communities for decades. 11'hcre we
have chosen to build new lucilities, we have made lone -term contminnents to those
Contmurtitic . This long-term connniunent means the city can expect Iluttre revenue once the
abatement period hats expired,
IZccc,u deregulation in the 1 exas utility industry also r*ray ol'tcr the opportunity for the property
Ill be served by the (T of Denton rather than Texas Utilities. This would provide Another
benefit to tine cite.
i
r
11(mers Foods Bakeries Ciroup expects to irtirialh im"Cst approsirnately 541.0 tttillion in the
Denton facility. As stated in question 12, 75%D of the consu'uction ltihdr is expected to come
from local cde Sja fors, w'ho more likely than not, will boy gl.0111 local supi>licrs" gars pro}ect
shoale provide sr<�uiiicrmt income to the lsupply chain. 1 lo"dd. we are cThis project
ct
Q
maintaining our facilities and keeping them efTiciem. This means future capital spending also
may he warrantM.
Because of our commitment to efficiency and quality, our facilities are equipped with statc-of-
the-art production, packaging, and shipping equipment and technology. Asa result. the start-up
costs associated with a new bakery can be quite high. The abatement of property and tiility
taxes in the early years of operation will be rind to this new baker's success. We estimate,
using Cost as value, the abatement to be S 27? 766 (S;i6J 86 City, S25.i20 County and S 191.060
School DlSiriCt) annually for six year, or a total savings of SI A-0,S96.
As you can see, a future Glowers bakery on this property will bring many short- and long-tenn
benefits to the Demon community --the elimination of an abandoned building: the, creation of
jobs: opportunities for local tech schools. contractors and building suppliers: and possible utility
revenue to the. city. 'fie city will be gaining. a bakery operation that meets or exceeds all
re
gulator• standards and has minimal em ironmental impact. Not only that, but this bakery will
be managed by a company committed to operating its business responsibly and with integrity and
that prides itself on being a good corporate citizen.
We are very optimistic about what a bakery in Denton can nican to the future growth and success
of our company. We believe it also will bring tremendous benefits and opportunities for tile.('
of Denton. The tax abatement we are requesting will help ensure a strong start-up for our Dent())
baker\.
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s:�a.u�®mwo�.�mmwea.nnoemm�aa��emc EXHIBIT C
ORDINANCE NO. CW-a 2 9
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE A TAX ABATEMENT
AGREEMENT WITH FLOWERS BAKING CO. OF DENTON, LLC; SETTING FORTH ALL
THE REQUIRED TERMS OF THE TAX ABATEMENT AGREEMENT IN ACCORDANCE
WITH THE TERMS OF CHAPTER 312 OF THE TEXAS TAX CODE; SETTING FORTH
THE VARIOUS CONDITIONS PRECEDENT TO FLOWERS BAKING CO. OF DENTON,
LLC RECEIVING THE TAX ABATEMENT; PROVIDING FOR A SEVERABILITY
CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on the Vd day of September 2003, after a public hearing duly held in accor-
dance with Tex. Tax Code §312.201 (the "Act'), the City Council passed Ordinance No. 2003-
288 (the "Ordinance") establishing Reinvestment Zone No. VI, City of Denton, Texas as a
commercial/industrial reinvestment zone for tax abatement (the "Zone"), as authorized by Title
3, Chapter 312, Subchapter B of the Act; and
WHEREAS, on the 6 h day of August, 2003 Flowers Baking Co. of Denton, LLC submit-
ted an application for tax abatement with various attachments to the City concerning the contem-
plated use of certain property located within the Zone; and
WHEREAS, the City Council finds that the contemplated use of the premises and the
contemplated improvements to the premises, as indicated by Flowers Baking Co. of Denton,
LLC are consistent with encouraging the development of the Zone in accordance with the pur-
poses for its creation and are in compliance with the Denton Tax Abatement Policy; and
WHEREAS, the City Council deems it in the public interest to enter into a Tax Abate-
ment Agreement with Flowers Baking Co. of Denton, LLC; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the findings contained in the preamble to this ordinance are true and
correct and are adopted as a part of the whole ordinance.
SECTION 2. That the City Council finds and determines the following:
1. That the contemplated use of the premises and the contemplated improvements of the prem-
ises, as indicated by Flowers Baking Co. of Denton, LLC are consistent with encouraging the
development of the Zone in accordance with the purposes of its creation and are in compli-
ance with the Denton Tax Abatement Policy.
2. That the City Council finds that the improvements sought by Flowers Baking Co. of Denton,
LLC within the Zone are feasible and practical and would be a benefit to the land to be in-
cluded in the Zone and to the City after the expiration of the Tax Abatement Agreement to be
entered into with Flowers Baking Co. of Denton, LLC.
S:`Ow Us®mlfAdum�Mowes Abn®mt Qdm�xmOC
That the City Council finds that the Tax Abatement Agreement contains all the terms which
are mandatorily required to be included in any tax abatement agreement under §312.205 of
the Act.
4. That, in accordance with §312.2041 of the Act, the City Council finds that not later than the
date on which the City Council considered this ordinance, and not later than the seventh day
before the date the City enters into a Tax Abatement Agreement with Flowers Baking Co. of
Denton, LLC, that the City Manager, through the Director of Economic Development, who
are hereby designated and authorized by the City Council to give such notice, delivered to the
presiding officer of the Denton Independent School District and Denton County a written no-
tice that the City intends to enter into this Tax Abatement Agreement with Flowers Baking
Co. of Denton, LLC, and that this notice included a copy of the proposed Tax Abatement
Agreement in substantially the form of the Tax Abatement Agreement attached to this ordi-
nance.
5. That before the passage of this ordinance, the City Council held a public hearing in accor-
dance with §312.201 of the Act and created Reinvestment Zone No. VI.
6. The City Council finds that the project within Reinvestment Zone No. VI is a redevelopment
of an existing business as defined in the Tax Abatement Policy and requires additional incen-
tives to promote economic development that generally satisfies the requirements of the policy
and the City Council hereby waives the minimum threshold requirement within the policy for
tax abatement and authorizes a tax abatement of a maximum of 35% on the increased valua-
tion of the Taxable Real Property improvements and tangible personal property as more par-
ticularly described in the Tax Abatement Agreement attached hereto and made a part hereof
by reference as Exhibit "A" (the "Tax Abatement Agreement')..
SECTION 3. That the Mayor, or in her absence, the Mayor Pro Tem, is hereby author-
ized to execute the Tax Abatement Agreement with Flowers Baking Co. of Denton LLC. in sub-
stantially the same form as the Tax Abatement Agreement attached as Exhibit "A".
SECTION 4. That the City Council hereby instructs and authorizes the City Manager to
inspect, audit, and evaluate the progress of Flowers Baking Co. of Denton, LLC to determine if it
has met all of the conditions of the attached Tax Abatement Agreement prior to the tax abate-
ment going into effect.
SECTION 5. That if any section, subsection, paragraph, sentence, clause, phrase, or
word in this ordinance, or application thereof to any person or circumstance is held invalid by
any court of competent jurisdiction, such holding shall not affect the validity of the remaining
portions of this ordinance, the City Council of the City of Denton hereby declares that they
would have enacted such remaining portions despite any such validity.
Page 2 of 3
5:`OV UaommliQ�eMdJMarm AWl®�ptlio®ca➢OC
SECTION 6. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the d?� day ofd4�71ii% 12003.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY: 41�
Z,�,A et
EULINE BROCK, MAYOR
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EXHIBIT "D"
SECRETARY'S CERTIFICATE
I, Stephen R. Avera, hereby certify that I am the duly elected, qualified and acting
Secretary and General Counsel of Flowers Foods, Inc., a Georgia corporation (the
"Corporation") and that, as such, I am authorized to execute and deliver this Secretary's
Certificate. I further certify that attached hereto as Exhibit A is a true, correct and complete
copy of the resolutions of the board of directors of the Corporation approving the execution,
delivery and performance of the Agreement of Sale and Purchase, dated as of May 21, 2003, by
and between Flowers Baking Co. of Denton, LLC (as designated assignee of Flowers Foods
Bakeries Group, LLC) and Andrew Corporation, a Delaware corporation (the "Purchase
Agreement") and the Ancillary Agreements and any other transactions contemplated by the
Purchase Agreement. Such resolutions were duly adopted by the board of directors of the
Corporation, have not been amended or rescinded and are in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's
Certificate as of this 25`h day of August, 2003.
Stephen . Avera
Secretary and General Counsel, Flowers Foods, Inc.
The undersigned hereby certifies that he is the duly elected, qualified and acting
Senior Vice President and Chief Financial Officer of the Corporation and hereby further certifies
that Stephen R. Avera is the duly elected, qualified and acting Secretary and General Counsel of
the Corporation and that the above signature is his genuine signature.
A-fil."MLMAJ
Jiminy M. Woodward
Senior Vice President and Chief Financial Officer
Flowers Foods, Inc.
EXHIBIT A
WHEREAS, it is in the best interests of Flowers Foods Bakeries Group, LLC (or its
designated assignee) ("Bakeries") to enter into an Agreement of Sale and Purchase with Andrew
Corporation, regarding the purchase by Bakeries of certain real property (and improvements
located thereon) in Denton County, Texas for the purpose of converting such improvements into
a new bakery facility;
NOW, THEREFORE, BE IT RESOLVED, that Flowers Foods, Inc. (the "Corporation"),
as the sole member of Bakeries be, and hereby is, authorized and empowered to execute such
written consents and authorizations and to take all such other actions as it shall deem necessary
and appropriate to effectuate the transactions contemplated by that certain Agreement of Sale
and Purchase, dated as of May 21, 2003, by and between Bakeries and Andrew Corporation, the
material terms of which have been presented to the Board;
FURTHER RESOLVED, that in addition to and without limiting the foregoing, the
proper officer or officers of the Corporation be and they hereby are authorized, empowered and
directed in the name and on behalf of the Corporation to take or cause to be taken any and all
action as in his, her or their judgment is necessary or appropriate to carry out the purposes and
intents of the foregoing resolutions, and the execution by such officer or officers of any such
papers or documents or the doing by him, her or them of any act in connection with the
foregoing matters shall conclusively establish his, her or their authority therefor from the
Corporation and the approval and ratification by the Corporation of the papers and documents so
executed and the actions so taken;
FURTHER RESOLVED, that any actions taken by the officers of the Corporation prior
to the adoption of the foregoing resolutions that are within the authority conferred thereby be,
and each of such actions hereby is, in all respects ratified, confirmed and approved.