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2003-289
FILE REFERENCE FORM [ 2003-289 ] X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials First Amendment to Tax Abatement Agreement - Ordinance No. 2005-103 03/22/05 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 2"a 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 6th 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 thc 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 tree 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- eluded 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. 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. 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. 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 SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. PASSEDANDAPPROVEDthisthe ,~q~//~f' dayof _f~~ ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: ~ Page 3 of 3 EXECUTION VERSION TAX ABATEMENT AGREEMENT Tins 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 winch 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 19th 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. 20o3 _ 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), winch 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 d ay 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- Page 2 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. 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 a t 1 east $ 20,000,000, for a period 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 Page 3 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 Phase Three Abatement i s t hat, b y December 3 1, 2 006, a capital investment 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. Page 4 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 redevelopment o f t he Zone, except a s otherwise authorized o r modified 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 future years shall be terminated. G. ment. H. Owner agrees to comply with all the terms and conditions set forth in this Agree- Simultaneously with t he execution o f t his Agreement, Owner s hall cause t o b e filed a petition for voluntary annexation into the City any areas of the Zone that are not currently Page 5 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 terminated with respect t o t he year i n which notice o f t he Condition F allure 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 Page 6 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. Page 7 B. The City Manager shall make a decision and role on the eligibility of the Project for tax abatement based on the information furnished 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 Term 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 1st 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 contaiaing 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 Zon- Page 8 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 s hall not b e unreasonably withheld, t o a ny 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: Page 9 OWNER: Karyl H. Lauder, Treasurer Flowers Foods Bakeries Group, LLC 1919 Flowers Cimle 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 2nd 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 heroin by refer- ence as Exhibit "C". VIlI. 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. Page 10 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 author/zing 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. Page 11 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. Page 12 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. 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 19th day of September, 2003, (the "Effective Date") by duly authorized officials of the City and Owner. CITY OF DENTON, TEXAS EULINEBROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY A~O~S TO~E~;2 FORM: BY: ~ ~ d~ Page 13 ATTEST: FLOWERS BAKING CO. OF DENTON, LLC A TEXAS LIMITED LIABILITY COMPANY Title: Treasurer Page 14 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: Page 15 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 the~6q/h:tay of August, 2003. State of Georgia My Commission Expires: ,,,,7~ 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 EASTA 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 B Tax City of Denton Aba~ement Application City of Demon City Mm':ag,cr's Off]ce Demon. Texas 7620~ {940} 349-~307 (94(D 349-8596 FAX © API'LICATION FOIl TAX ABATEMENT CITY OF iDENTON, 1. ProperLY Ox~ncr Flowers Foods Bakerivs Group. I.I.C Company o Project Name I:lo,.vcrs Baking Cc, of Dentom LLC Mailin.e Addrgss 1919 Fto',;'cr; Thomasvil!¢, (.L\ 31757 TelepL~.me 229.226.9110 ,[ t:a~ No. 229,225.5425 C'e.:mtct Name KaQ'l Ii. Laud~ Title Vi¢~: I'n:skh:m & Opermions Comrolle~ Mailing Addre~;s 1919 Flos~ers Circle Thoma:,villc, GA .: ¢._.; 1 [ Fax NO. 229,225.5a25 Cong:r rir~g w,'l · 1. Wil ~eocc ~a st,' cpr~jcc be w ero'les~,ee? li'[css,.=e arooccupancv¢onmi: cnsitlrCadye×s ng? O',*mer 5, is lhc project a relocadc, n .FrxNtinL., facility or n ex'-' facility to expa ~d opera o s? h'rek~cu:ion, give © 0 New Ibcilily to be used to c×pand operations Nh, we will be using 3 bui}diag thai would have othenvi~. ~,en vucant Property Dc~ripfimL - Anach n copy of;he Jegu~ descripti~m dc~ui]ing propm'~y's me;c~ m~d bounds, ~cri~bh o~ Pro~r District (mctude N>lh real and pcr~o~lld property). lnc~ cased V;dnc/Estim;ttcd l'Ol:d Cost o f P~ojccL Toud Cosl 5q0.800.000 S 5.900;000 Site [Scvclopmcm S 1.150:000 -- I (L PersonM I'rc. pcrt.',' $ 33.750.00U S City oFDrnton 25 % 6 years Esthna[cd Elecldc Ut]liD Indu~Irial rX-velopmenl Rider S 'I'BD I::sfimated WatcWWasle~alcr Infraslrt~clurc Assistance S -I'BD Give a brief description of lbo activities'u* be per fom~ed at this }ocatio]t. including a ttgscdp6,:m ofp~oducts to be pri~ugcd and"or st. rvices Ia be provided. The mmmfacture and M~olusalv dislfibmion ot'b:~ked bre=d and ro!l products II. © © 12. Project Conslrucd:m Phns¢ I~uiklin~ s~rt~c'lt~re prep m~d ;nod~fic~ahm~ only l['tl~m!i~cd toca[ conuactors ar~' avai!abk with compelidve prices Slar~ [Jlt:c tX, lo. WY) Oclober 2/lib Comi~]~'lion l,)alu {Mo/Yr} July 200.1 Wa~er N/A -- Will use exisii~g inffas~r,clure let ali i~ems !isled Drainage Olhur © ® Exi~liag Start J)ate Al Term of (ir appficable) _.(lT.J .04. F. 'l')1~sof)obscrea;ed, L,isl *[ ' ' . . Eleci6c S .lSOJlO0 j Waler S 12.000 WasJewatcr S ~6,;00 j (3as 360.O00 of t~eCompanvl,nsitio~s, l'hiswi]lcr¢~lehighskilledposko sfor c¢~ n t fib' -5- 15. is prop,.:rty zo;~ cd appropriately? ","es No X Curreol zoning, l.ight IndtJsi'~iaJ Zoning required l'or proposed project; Food Mamd'ncturer/I)rocessm. Anticipated varlano:s. 'Special Use variano~ needed t6. la properly'platted? 'Yes X No Will reptaidng be necessary Yes No :\. List ;myT, errait'; £or '-'ltich applji:m`'l mtast apply. AppiiC;mt witl Ne required lo provide City ol'alt applicalions lbr eJl','iro:lnlelllal p,~rn~ils tlpot~ completion OiLY Was~e,va~cr Di:it:hargu ]k:nnit Air Emission:., Permil N:'A from the rf:q~eSliag 19. P~ovid'..'d¢~:,:ription ofimyhi~;mriealiysignifienn are ¢~d,~; wilhi, lht'prt~jegt'snre;~asd¢;erminedbv he J s c ti m ibr Tax Abnlement Requ..:~t: Sabslnntial¢ and more Jhllv. d~scri[~ Ibc it sdfieaiion lb~ m~' '- requesL I1~11!~ I}1~ mrlotn~t oi';he abatgm:nl r~qn~s~ud ;md show how il ;¥Jil contriNele to lhe financia} visibility oflhe pro)egt. S.,bn.it attach~aents i, 20. *7- © ® 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.EP. & 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 AC.RE 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 A'r 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 TRAC.T 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 NORTFI 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, TEXASi 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 ® ACT, THE NOp, THEAS f CORNER OF THE $ 59 . ;AND THE. EASTE.RN N'.,OST sOUTHEAST CORNE.R D~N~ ~'¢S~ CORNE ; 0~ K CLARK . S ACRE T , ANC~ OF S O0 S -C OF T~E . OUTH 0 OO~T~O © © 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 WESTA DISTANCE OF 1275,92 FEET) TOA FOUND IRON PIN; THENCE NORTH 13 DEGP, EES 00 MINUTES 38 SECONDS WEST CoN'rlNUING WITH THE EAST RIGHT.OF-WAY LINE OF THE OLD MK.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 ]'HE BEGINNINGOF A CURVE TO THE LEFT; THENCE WITH THE SOUTH RIGHT-OH--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 12.1'3 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 CUR~/E TOTHE LEFT; THENCE CONTINUING WITH THE WEST RIGHT-OF-WAY LINE OF EDWARDS ROAD ALONG SAID CURVE HAVING A DELTA QF 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 SOUTFI RIGHT-OF-WAY LINE OF EDWARDS ROAD A DISTANCE OF 1797.84 FEET TO A FOUND IRON PIN; THENCE NOR'i'H 03 DEGREES 30 MINUTES 26 SECONDS EAST A DISTANCE QF 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 TFIE NORTH LINE OF THE 27.4367 ACRE ANDREW TRACT A DISTANCE OF 172.15 FEET TOTHE POINT OF BEGINNING AND CONTAINING IN ALL 91.921 ACRES OF LAND, Item No. 2 -Chronolog}~ of Plant Openings. closings and rellycations over the past 15 years, Openings {d~es not include acquisitions of existing ope~mtions): ,lanuary, 1990 Flowers Baking Co. of Bmdenton, LT,C. Bradenton. Floricia Octo~r. 1995 Flowers Baking Co. of Villa Rica~ [.I.C. Vitla Rica. Guorgia Closings: December; 1995 Mrs. Bochme's Holsum Bakery, Inc., San Angelo, Texas. Acquired old inel]]cient operatim~ in September 1994.. Prodt~cl{oll itloved Io Sail Alltollio. Texas. May, 1998 Slurck B~lking Company. Parkcrsburg. West Virginia. Acquired bakery operalion in November. 1995. Primary cuslomer rcprcscnling over 80% of business was lost and capacity could Ilo{ be replaced. July, 2001 Donut ltrmse, LI..C, Blucfickt, West Virginia - A small donut o~rati,n of approximalcl) 20 enlph)yees. Production moved to olhc'r Fh~wers Iocatitms. Augusl, 2001 Ftowcrs Baking C0. ol'Memphis, Ii.C. Memphis, Tennessee. Acquired bakery operations t~f Kroger. Inc. Production imcrgr}ned w{lh other Flowct~ opcralions. Relocatim~s: Sep~embet', 1997 Produclion fi'om Richler's Baking Company of Corpus Christi. Inc.. Rk:ilter's Baking Company of Austin. Inc. m~d Richter's Baking Company of San Antonio were relocalcd to Cot(mial Cake Cmnpany, lac_ (subsequently retlatlled Bultcrkrust llaking Co.. I.I_U}. Result of acquisi6on of Richtcr's Baking Co. in Sop[ember. 1994. Consolidated 4 locations into a'single location. Thc: Colonial Cake Ihcility in San Antonio. Texas was remodeled, enlarged and completely term)lcd and i~cw eql~ipmenl was installed. While there were job losses in Co~us Christi and Austin, joi~ were added in San Anionio, Ocml',er. 1994 F.t Paso Baking Company. lac. was consolidated with Kahn's Baking Compnny. Kahn!s Baking Company ,,vas acquired .SCl',te:nber 1994. Bolh bakeries located in El Paso. Tt:xas. Consolidaled operations into a single facility: The Kahn's [hcili~y was remodeled and certain equil, mom rctuolc~t or replaced. ,Workforce - Company Payro Production: Hourly ,Salaried Toial Production L~ngineering Hourly Saladed Total Engineering Administrative Hourly Salaried Tota~ Admfnistrafive Shlpping Supcrinlehdm~t Total Workforce. Company Payroll Workforce. Contract Labor Heudy $.~larh>d Sanitation Shipping Hoully Salaried Total Sl~ippir~g Total Work~'orce - Contract Labor Total All Positions @ Flowers Baking Co of Denton, LLC Proposed Workforce At Stamup At Term of Abalement # of Av9 Annual P.'oi¢cted # o[ Avg Annual Projected-" Pbsitions Salary Payroll Positions Sala~ Payroll 36 S 29.640 $1,067,040 4 S ,~.250 225,000 40 ! ,2 ,,)2.040 ;08 $ 29;(M0 12 S 52,900 120 20 6 26 12 S 3 .320 S 411.840 4 $ 55,000 220.000 I6 63~.840 $ 34,320 $ 51,670 3 $ 26.000 $ 78.000 4 $ 75.625 302.500 7 380.500 6 $ 20.000 4 $ 75.625 10 ~ $ 55.000 $ ~5,099 t $ 55,000 I S 50.C~0 S 50,O00 I $ 6.5 52.409.380 158 ~0 $ 20.800 S 208.000 20 S 20.S00 1 $ 40.000 40.000 3 S 40.000 11 248.000 23 16 $ 24.960 $ 399.360 32 $ 24.960 2 $ ~5.000 90,~)0 3 S 45~000 18 489.360 35 ..... ~ $ 737,36~-- 94 $3.'146.740' 216 $3.201 I20 634.800 3.835,920 3~o..o7o 9f~6.420 $ 1J~,OOO 302,500 458.500 S 55,000 $ $5.395._~840 $ 416.000 536.000 $ ?98.720 ,3:~.000 933.720 $1.4~9,720 SG,865,500 hem 20 - Justification of Tax Abalcment Request Thc real pn)F. crly under discussion is currently owned and operated by Andrew Cmnp~ny. Andrew C~ompany has announced thc closing of its Denton op~ralion and lh~ relocating current jobs 1o outskle Iht D¢lltoil area; This will resuh in an abandoned b.ildin~ that will dec)ease m value and evemually Ieatl to lost revenue fbr Ihe cib,. More impo~aant, however, will bc th~ h)ss. of 3 I?.jobs (hikscd o~1 las~ rcpc)ned intbrmation) in thc Denton area. Flowers Foods B;.?~er, cs Group ,s, ofi~rina to purchase I~e build ,,, a d ~d; :--:--, . w . , .... - - e .~ ,m.g rcm properly Thc bu Id[ilo annc~pate crealing approxinmtdy 150 jobs and 50 contract jobs. This prqject will not olily prevent ~he aba,donment of ~akl real )ro~erlv but il will bring higbly skilled and ledmical bakery Ix)Si&ms ~o tl~c, thy. This will allow Andrew Company's d~splaccd workers the opportunity to apply Ik~r cmploymenl with the bakery. As Slated in Ibc Securities Excha Commission (SEC) filings fix' our parent company. Howcrs lq~xis (NYSE: FI.OL we m'e comntilled to J~i ~ the p-crater baking compal~V j~ thc cotlHtry, ()t~ pz Iosoph3 is lo build alld mainlain highly itutoma~ed and efficient bakeries. These o ~, ' ' . s a ~ b3 lhts.l'l]~.wers akcry will benefit thc ' ' . ~ .pportunmcs al }o~a[ l~h A~ ~o lg mantd~lclurers, Iht bakh~g industry is a "clean" im uslrv, Tile by-producls and waste I?om om' bakeries arq generally recycled'into ofl~cr pnxh~cls 'St ch as animal IL'ct eslablished by various regulatory agcllcics. Addilionally. mu' philosophy of opcruling efficient bakeries Ih;ll produce quality baked tbods rcqt rcs us lo nmi.rain greater slandards than those mandated by most regulatory mzcncics. Theretbre. IbC oily cirri expect a well-maintained and clean production lhcility. Th,: Ci~.y of D'enton ,.'.'ill fil.~d a good uo)'porale citizen in F'lowers Foods Bakcrigs Group. encourage onr employees lo be. acdve citizens in Ihcir commtinitJcs. ()ur companv philosophy slalos lhat "we conduct ourselves responsibh, and with integl'ilv." .'... · · ~X c hike lb S xcrv senonsl5 md wc cxpccl our c~l~ployecs lo do likewise. - . Thc mqior t)' of our bakeries have been in their rcspcclive communities lbr dccade~ have chosen to buikl new Ibc les abateinenl ~rkxt has expired. ' Rccenl clercgulation in i ~e Texas ulilitv tthlstry als~ may ol'J'cr tile opportunity i'br the property to, N:. served by the Chy of Denlon raffler than Texas Utilities. This woult4 provkle anolher benefit ;o tile cily. F'k',Wers Foods Bakeries Group expects to initia ly invest approximately S4l.O million Denlon fa¢ilhy. As slated in quest m 12. 75% o£ the conslruclion labor is expected to come fi'om local comractors, who more ]ikely than not, ,.,,'ilt btty from local spppliers. This project shouki provkte signific nt into ne to the local supply chain. As slaled, we are committed to © maintaining our fitcilities arid keeping ~bem eillciem. This means future e~.pilM spending also may be warranted. Because of our commitment to efficiency and quality, our fi~cilities are equipped wilh state-of- the-ar! production, packaging? and shipping eqnipn:ent and 'technology. As a result, tile slart-up costs associated with a new bakery can be quite high. Thc abatement of property and utilib' taxes in the early years of operation will be vital m ttiis new bakery's sttccess. We estimate, using cost as va[tie, the abatement to be $ 272,766 (SS&186 City. $25.520 Comity and $191,060 School District) ammally tbr six yearn or a total savings of $1,636,596. As you can set:, a I'mare Flowers bakery' on tiffs properly will bring many short- and long-renu bcnelits to the [)enlon community--fl~c elimination o[' an abandoned building; the creation of jobs; opportunities for local tech schools, comraclors and building suppliers; and possible utility revenue to die city. The city will be gaining a bakery operalion that meets or exceeds all regtdatory standards and has minimal environmental impact, Not only that, but this bakery wilt be managed by a company committed to operating its busilless msptmsibly a~ld wilh integrity and that prides itself'on being a good co,orate citizen. We are very optimistic about wilal a bakery in Den~.on can meat', to Ihe iimlre growlh ~md success of our ct}nlp;'.my. \Ve believe il also will bring Irememlot:s benefits and opporiunifies fi)r thc City of Denton. -I'be tax abalemem wc are requesting will help ensure a slrong start-up £or our Dcnlon bakery. ® ® MAY'I T Il,AC l I-,AU I. T RAC 1' A EXHIBIT C OaVINANCE NO. 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 2na 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 6th 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 Plowers 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 find'rags conta'med 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: 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- eluded in thc Zone and to the City after the expiration of the Tax Abatement Agreement to be entered into with Flowers Baking Co. of Denton, LLC. That the City Council finds that thc 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. 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. 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- fives 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 p.rogress 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 SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. · PASSED AND APPROVED this the ,~#,oc_ dayof ~~ ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 3 of 3 SECRETARY'S CERTIFICATE EXHIBIT "D" 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 25th day of Augnst, 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. Jirn~ny 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.