CHAPTER 380 AGREEMENT BY AND BETWEEN THE CITY OF … agreements.pdfChapter 380 Grant Agreement by and between the City of Laredo and Mission Produce Year 3 2 70 Year 4 0 70 Year 5

CHAPTER 380 AGREEMENT BY AND BETWEEN THE CITY OF LAREDO, TEXAS AND MISSION PRODUCE, INC.

This Chapter 380 Agreement (“Agreement”) is entered into as of the ____ day of ___________, 2020 between the CITY OF LAREDO, a municipal corporation (“CITY”), and MISSION PRODUCE, INC (“OWNER”) (collectively, CITY and OWNER are referred herein as “Parties” and individually as a “Party”).

RECITALS WHEREAS, OWNER proposes to purchase approximately 32.6 acres of real property in the City and, more particularly shown in EXHIBIT “A” attached hereto (and made a part hereof for all intents and purposes) (Property”): and WHEREAS, OWNER intends to develop an estimated $48 million, 260,000 square foot agricultural cold storage manufacturing and distribution center, recognized as Project Green in Laredo; and WHEREAS, the City of Laredo recognizes the cold-storage industry as an important developing sector given that Laredo is the nation’s inland port and handled close to $2 billion in produce imports in 2018; and WHEREAS, under Article III, Section 52-a of the Texas Constitution (“Texas Constitution”) and Chapter 380 of the Texas Local Government Code (“Chapter 380”) CITY may establish and provide for the administration of a program for making loans and grants of public money to promote state or local economic incentives for the OWNER and to stimulate business and commercial activity in CITY; and WHEREAS, CITY has established a program in accordance with the Texas Constitution and Chapter 380 and has determined that Project Green, as set forth herein, is necessary as an economic incentive for the OWNER as provided by the CITY; and WHEREAS, consistent with the Texas Constitution, Chapter 380 and other applicable law, CITY has made specific proposals to OWNER, and or designated representatives, for the purpose of inducing OWNER to locate the Project on the Property, and thereby advance the public purposes of developing and diversifying the economy of the state, eliminating unemployment or underemployment in the state, or expanding transportation or commerce in the state; and WHEREAS, to ensure that the benefits CITY provides under this Agreement are utilized in a manner consistent with the Texas Constitution, Chapter 380, and other applicable law, OWNER has agreed to comply with certain conditions for receiving those benefits, as described herein including, but not limited to, the design, construction and conveyance to CITY of portions of the Project dedicated to the public; the creation of jobs; the employment of Laredo area workers

Chapter 380 Grant Agreement by and between the City of Laredo and Mission Produce

in the design and construction of the Project; and the purchase of a certain amount of goods from the Laredo area to be used in the design and construction of the Project; and WHEREAS, pursuant to Chapter 380, as an economic incentive for the OWNER of the Project, and in consideration of the Project increasing ad valorem tax revenues, increasing employment, increasing business and commercial activity, and advancing economic growth, CITY now desires to grant to OWNER an incentives package including but not limited to tax abatement and waiver of applicable building permit fees in support of Project Green as defined herein.

NOW THEREFORE, in consideration of the mutual promises, covenants, obligations and benefits of this Agreement, CITY and OWNER agree as follows:

ARTICLE I. RECITALS

The recitals set forth above are declared true and correct by the parties and are hereby incorporated as part of this Agreement.

ARTICLE II.

AUTHORITY AND TERM 1. AUTHORITY. This Agreement is entered into pursuant to:

A. Article III, Section 52-a of the Texas Constitution (“Texas Constitution”) and Chapter 380 of the Texas Local Government Code (“Chapter 380”);

B. Sections 311.0lO(b) and 311.lO(h) of the Texas Tax Code, and

C. City Council Resolution No. 2020-R-__ which specifically approved this Agreement and authorized execution hereof.

2. TERM. This AGREEMENT shall be effective as of the date of execution by all parties.

This AGREEMENT will terminate on the date all obligations under this AGREEMENT have been fulfilled unless earlier terminated pursuant to Article IV1, or otherwise extended by mutual written agreement of the Parties.

ARTICLE III. OBLIGATIONS

1. OWNER’S OBLIGATIONS. The obligation of the City to provide the economic

incentives to the OWNER shall be conditioned upon the OWNER’S continued compliance with and satisfaction of each of the following conditions set forth in this Agreement, as


solely and finally determined by the City Council of the City of Laredo, Texas without recourse:

A. OWNER will invest the aggregate estimated amount of FORTY-EIGHT

MILLION ($48,000,000 or hereafter referred as the Investment Condition) towards the construction and completion of a 260,000 square foot agricultural cold storage manufacturing and distribution center to be located at Pinnacle Industry Center in the City of Laredo (“the Project”). The approximate cost breakdown for the Project is $7,200,000 for land costs, $41,184,47 for real property improvements, and $1,000,000 for personal property. The specific project improvements are more specifically described in EXHIBIT “B” attached hereto and made part hereof for all intents and purposes.

B. Any Investment Condition that has been met will continue to be met throughout the term of Grant Payments for such Investment Condition for so long as the Total Taxable Assessed Value of the Project does not decrease to less than fifteen percent (15%) of its Total Taxable Assessed Value after the initial satisfaction of the 2021 Investment Condition, which (notwithstanding any provision in this Agreement to the contrary) Total Taxable Assessed Value for any year may include the increases in the “assessed value” for such year the capital investment necessary for the replacement of Machinery and Equipment.

The term “Total Taxable Assessed Value” for a particular tax year means the “assessed value” (within the meaning of chapter 26 of the Texas Tax Code) for property tax purposes, of the land, improvements and personal property on the Property for such tax year.

C. OWNER or its designated representative will make an application for annexation of the subject Property and recognizes that the property in its entirety must be annexed and be located within the City Limits as a condition to receiving the economic incentives outlined in this Agreement.

D. OWNER will commence construction of the Project on or about 2nd Quarter of 2020. Owner will complete construction of the project no later than 1st Quarter of 2021.

D. OWNER following completion of the Project’s Performance Conditions will create

and retain no less than the following aggregate number of New Full-Time Jobs during the term of the Agreement (referred to as Employment Condition):

Number of Jobs

to Created Cumulative

Number of Jobs at End of Each Year

Year 1 65 65 Year 2 3 68


Year 3 2 70 Year 4 0 70 Year 5 5 75

E. Variances on a daily or weekly basis from the above are not a breach of the Employment Condition so long as OWNER meets at least fifty (50) jobs in Year 1 and seventy-five (75) jobs by Year 5 and maintains those jobs during the Term.

F. Owner following completion of the Project and at the inception of operations shall provide health insurance coverage for all New Full-Time Employees and their families/dependents throughout the term of this Agreement.

F. OWNER following completion of the Project and at the inception of operations

shall pay New Full-Time Employees wages at a minimum rate of $11.25/hour, and follow the wage scale guide submitted to the CITY. EXHIBIT “C”

G. The Project shall be developed (and any obligations described herein, related to

such OWNER, shall be) in accordance with the ordinances, rules, and regulations of CITY, subject to any variances, approvals, and applicable laws (or the like) authorizing the Project to vary from any such regulations.

H. OWNER or designated representative shall apply for and obtain all necessary

subdivision plats, permits, licenses, variances and approvals that are required to construct the Project, including any environmental controls. OWNER shall satisfy all permitting requirements, including, but not limited to detention and building permitting requirements.

I. OWNER shall be subject to audit (by CITY or its designee) for the term of this

Agreement, in regard to the level of investment made, the number and wages of employee positions, created, filled and maintained, and other applicable information pertaining to conditional requirements as set in this Agreement.

J. OWNER shall not sell or lease any interest in the property to a member of the

Laredo City Council, Planning and Zoning commission or other City officer as long as this Agreement is in effect.

K. OWNER shall at all times comply with the CITY’s building codes and zoning

regulations in addition to all rules, regulations, and standards issued pursuant to the Occupational Safety and Health Act of 1970.

2. CITY’S OBLIGATIONS. As consideration for the OWNER’ performance of its

obligations under this Agreement, during the Term of the Agreement, CITY shall provide OWNER the following:


A. GRANT PAYMENTS. A grant payment be provided based on the formula the

subsection below to OWNER if OWNER satisfies Performance Conditions outlined in Section 1: a. Grant Payment Formula

New Permanent Full-time Jobs

Added Value in Real Property as Assessed by Webb County Appraisal District

Percentage rebate in the form of grant payments

Term Cumulative Full-time Jobs

65 Estimated aggregate value of $48 million (including land cost)

100% Year 1 65

3 100% Year 2 68 2 100% Year 3 70 0 100% Year 4 70 5 100% Year 5 75 0 50% Year 6 75 0 50% Year 7 75 0 30% Year 8 75

b. If OWNER fails to meet the minimum criteria stated above regarding either the number or new permanent full-time jobs or required added value, then no grant payment will be considered. Added Value as used herein is the increase in the assessed value, as compared to base year value, of an eligible property as a result of expansion or modernization of an existing facility or construction of a new facility. Base Year Value as used herein is the assessed value of eligible property as of the January 1 preceding the execution of this Agreement. For this agreement, the base year value is the value certified for Tax Year 2021. All valuations used shall be valuations as provided by the Chief Appraiser of Webb County Appraisal District.

c. OWNER shall file a rendition with the Chief Appraiser of Webb County Appraisal District in accordance with the Texas Property Tax Code and a copy shall be delivered to the City Tax Assessor Collector.

d. OWNER understands and acknowledges that the tax abatement value for replacing machinery and equipment shall be the market value of the new unit(s) less the market value of the old units(s).

e. The Tax Abatement Period (the "Term") shall be for 8 (eight) years upon receipt of a certificate of occupancy from the City Building Official.

f. OWNER shall pay to the CITY ad valorem taxes assessed by the CITY on the


Property and Improvements in each year prior to the beginning of the Tax Abatement Period. City property taxes will be reimbursed in the form of Grant Payments annually by CITY to OWNER. Each Grant Payment will be issued to OWNER on or before the ninetieth (90th) day following the day the City receives written notice from OWNER that such property taxes have been paid in full. Prior to issuance of a Grant Payment, the CITY shall annually verify the Employment Conditions above. The written notice from OWNER to the CITY that the relevant property taxes have been paid in full shall include a copy of the paid tax receipt or other proof such taxes have been paid.

g. OWNER understands and acknowledges that the Base Year value and the tax levy based on said base year value shall not decrease but may increase and that the otherwise taxable value attributable to the land and existing improvements in each year during the term of this Agreement shall be the estimated taxable value of $48 million.

h. OWNER shall have the right to protest and/or contest appraisals of the land, the improvements and/or Personal Property thereon, over and above the required investments.

B. FEE WAIVER. A fee waiver will be granted for all inspection, impact and permit fees incurred by OWNER for this Project, from the time of execution of this AGREEMENT to completion, including but not limited to: plan review; building permit; irrigation; demolition; fire alarm permit; plumbing; electrical; mechanical; and right of way. However, in no event will CITY waive or reimburse OWNER for any fees of any nature assessed by a third party.

ARTICLE IV. DEFAULT

1. ACTS TRIGGERING DEFAUT. During the Tax Abatement Period covered by this

Agreement, the CITY may declare a default of this Agreement by OWNER if OWNER: a. Refuses or neglects to comply with any of the terms of this Agreement;

b. Makes representation that is false or misleading in any material respect to any of

the terms of this Agreement;

c. Ceases conducting a cold storage business during the Tax Abatement Period at the location described in Article III.1.A and EXHIBIT “A” of this Agreement for a period of six (6) months or more for any reason other than suspension due to fire, explosion, accident, natural disaster or other casualty, or

d. Allows the ad valorem taxes due on the Base Year Value of the Property and Improvements to become delinquent without timely and properly filing a protest


under Chapter 41 of the Texas Property Tax Code.

2. NOTICE OF DEFAULT. In the event that CITY makes a reasonable determination that OWNER has defaulted under this Agreement, then CITY shall give OWNER written notice of such. OWNER has thirty (30) days following receipt of said written notice to reasonably cure such default or this Agreement may be terminated by CITY. Notice of default shall be in writing and shall be attempted or delivered by certified mail to OWNER at the address provided in Section VI of this Agreement. If default is not cured with thirty (30) days from the date of such notice (the “Cure Period”) then the Agreement may be terminated at CITY’s sole option. However, in the case of default for causes beyond OWNER'S reasonable control and which cannot, with due diligence, be cured within such thirty (30) day period, the Cure Period may be deemed extended in the CITY’s sole discretion if OWNER:

a. Immediately upon receipt of such notice, advises the CITY of the reasons the default is beyond OWNER'S control and state OWNER'S intention to institute all steps necessary to cure such default; and

b. Institutes and thereafter carries to completion with reasonable dispatch all steps necessary to cure same.

3. Termination. All taxes by virtue of this Agreement shall be reinstated immediately after termination of this Agreement and shall accrue without abatement for all tax years thereafter. Upon Default by OWNER of this Agreement, CITY shall have the right to terminate this Agreement.

a. Before any failure of any Party to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement such that another Party’s remedies are available, the Party claiming such failure shall notify, in writing, the Party alleged to have failed to perform of the alleged failure and shall demand performance. No breach of this Agreement may be found to have occurred if such breach has been cured within sixty (60) days following the receipt of such notice; provided, however, if such breach is not reasonably curable within such 60-day period, and OWNER or its Affiliate have commenced and are pursuing such remedies as shall be reasonably necessary to cure such breach, then OWNER shall have an additional ninety (90) days to cure such breach.

b. In the event of a breach of this Agreement by OWNER beyond the applicable notice and Cure Period, the City may (i) terminate this Agreement by the delivery of written notice to OWNER; or (ii) suspend payment of the Grant Payment otherwise due to OWNER following the date of termination. Notwithstanding the foregoing, in no event may the City terminate this Agreement solely for OWNER’s failure to satisfy one or more of the Investment Conditions or for its failure to satisfy the Employment Condition in any given


year.

4. EXCEPTION. In the event, the Property, the Improvements and/or Personal

Property are taken by the state or federal government through exercise of the power of eminent domain, this Agreement shall terminate to the extent the property is affected, however, the CITY shall not be entitled to recapture the amount taxes or fees waived.

ARTICLE V.

INDEMNIFICATION

1. OWNER COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS, CITY AND ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, INDIVIDUALLY AND COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE, MADE UPON CITY DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RESULTING FROM OR RELATED TO OWNER'S NEGLIGENCE, WILLFUL MISCONDUCT OR CRIMINAL CONDUCT IN ITS ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY SUCH ACTS OR OMISSIONS OF OWNER, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANTS OF OWNER, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS AGREEMENT, ALL WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO CITY AND UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE CITY AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY.

2. OWNER SHALL PROMPTLY ADVISE CITY, IN WRITING OF ANY CLAIM OR DEMAND AGAINST CITY AND RELATED TO OR ARISING OUT OF OWNER'S ACTIVITIES UNDER THIS AGREEMENT AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT OWNER'S COST. CITY SHALL HAVE THE RIGHT, AT ITS OPTION AND AT ITS OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING OWNER OF ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH.


3. IT IS THE EXPRESS INTENT OF THE PARTIES TO THIS AGREEMENT, THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH, IS AN INDEMNITY EXTENDED BY OWNER TO INDEMNIFY, PROTECT AND HOLD HARMLESS CITY FROM THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE; PROVIDED HOWEVER, THAT THE INDEMNITY PROVIDED IN THIS PARAGRAPH SHALL APPLY ONLY WHEN THE NEGLIGENT ACT OF CITY IS A CONTRIBUTORY CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE, AND IT SHALL HAVE NO APPLICATION WHEN THE NEGLIGENT ACT OF CITY IS THE SOLE CAUSE OF THE RESULTANT INJURY, DEATH, OR DAMAGE. OWNER FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF CITY AND IN THE NAME OF CITY ANY CLAIM OR LITIGATION BROUGHT AGAINST CITY AND ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES, IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE.

4. OWNER SHALL ALSO INDEMNIFY THE CITY, AND ITS RESPECTIVE OFFICIALS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTIONS, SUITS AND LIABILITIES ARISING OUT OF OWNER'S ACTIONS RELATED TO THE CONSTRUCTION OF THE COLD STORAGE FACILITY.

5. OWNER SHALL REQUIRE ITS CONTRACTORS WORKING ON THE CONSTRUCITON AND IMPROVEMENTS FOR THE COLD STORAGE FACILITY TO INDEMNIFY THE CITY AND ITS OFFICIALS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTIONS, SUITS AND LIABILITIES ARISING OUT OF THEIR ACTIONS RELATED TO CONSTRUCITON OF THE COLD STORAGE FACILITY AS REQUIRED BY THIS AGREEMENT, UTILIZING THE SAME INDEMNIFICATION LANGUAGE CONTAINED HEREIN, IN ITS ENTIRETY.

6. IT IS THE EXPRESS INTENT OF THIS SECTION THAT THE INDEMNITY PROVIDED TO THE CITY SHALL SURVIVE THE TERMINATION AND/OR EXPIRATION OF THIS AGREEMENT AND SHALL BE BROADLY INTEREPRETED AT ALL TIMES TO PROVDE THE MAXIMUM INDEMNIFCATION OF THE CITY PERMITTED BY LAW.

ARTICLE VI. GENERAL PROVISIONS

1. NOTICE. Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if, (a) placed in the United States Mail with postage prepaid, return receipt requested, properly addressed to such party at the address hereinafter specified;


or (b) deposited into the custody of a nationally recognized overnight delivery service such as FedEx or UPS, addressed to such party at the address hereinafter specified. Any notice mailed in the above manner shall be effective upon its deposit into the custody of the United States Postal Service or such nationally recognized delivery service, as applicable; all other notices shall be effective upon receipt. A party may designate a different address by giving the other party ten (10) days written notice. All notices must be filed with the City Tax Assessor-Collector.

TO THE OWNER: MISSION PRODUCE, INC.

ATTN: Jeremy Warren Corporate Counsel 2500 Vineyard Avenue, Suite 300 Oxnard, CA 93031-5267

TO THE CITY: CITY OF LAREDO City Manager’s Office 1110 Houston Street P.O. Box 579 Laredo, Texas 78042-0579 AND:

CITY OF LAREDO Tax Assessor-Collector

1102 Bob Bullock Loop P. O. Box 6548 Laredo, Texas 78042-6548

2. CONDITION. This Agreement is conditioned entirely upon the approval of the Laredo

City Council by the affirmative vote of a majority of the members at a scheduled meeting.

3. ASSIGNMENT. If OWNER sells, assigns or exchanges the property, this agreement shall cease and property shall be subject to recapture of any real and or personal taxes abated by this Agreement in accordance with the provisions of the Texas Property Tax Code. However, City Council, at their discretion, may consider extending the Agreement to the new owner through an Amended Tax Abatement Agreement or new application process. A written request must be made by the new owner to the City Tax Assessor-Collector.

4. AMENDMENT. This Agreement may be terminated, changed, modified, or amended in whole or in part by mutual written agreement between the Parties, their successors or assigns and as approved by the governing body of the CITY. No amendment, modification, or alteration of the terms hereof shall be binding unless in writing dated subsequent to the date of this Agreement and duly authorized by the parties. OWNER acknowledges that City Council approval is required for any of these actions.

5. SEVERABILITY. In the event any section, subsection, paragraph, subparagraph,


sentence, phrase or work herein is held invalid, illegal, or unenforceable, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended to delete said invalid section, subsection, paragraph, subparagraph, sentence, phrase or word. In such event there shall be substituted for such deleted provision that is valid, legal and enforceable. This Agreement constitutes the entire Agreement between the parties related to the subject matter herein and supersedes all prior, oral or written agreements, commitments or understandings with respect to the matters provided for herein.

6. EMPLOYMENT OF UNDOCUMENTED WORKERS. During the term of this Agreement, OWNER agrees to not knowingly employ any undocumented workers and if convicted of a violation under U.S.C. Section 1324a(f) such action shall be an Event of Default and OWNER shall be liable for repayment of taxes previously abated and any other funds received by OWNER from CITY, after the date of such violation. Such repayment shall be due within one-hundred and twenty (120) days after the date OWNER is notified by ITY of such violation. OWNER is not liable for an unknown violation of this Section by a subsidiary, affiliate, or franchisee of OWNER or by a person with whom OWNER contracts provided however that identical federal law requirements provided for herein shall be included as part of any agreement or contract which OWNER enters into with any subsidiary, assignee, affiliate, or franchisee.

7. 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 ordinances, resolutions, or City Council actions authorizing same, and OWNER shall be entitled to intervene in said litigation.

8. APPLICABLE LAW. This Agreement shall be construed under the laws of the State of Texas and is performable in Webb County, Texas.

9. INDEPENDENT CONTRACTOR. It is expressly understood and agreed by all Parties hereto that in performing their services hereunder, O W N E R at no time will be acting as an agent of CITY and that all consultants or contractors engaged by O W N E R respectively will be independent contractors of O W N E R ; and 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 expressly disavowed. The Parties hereto understand and agree that CITY will not be liable for any claims that may be asserted by any third party occurring in connection with services performed by O W N E R respectively under this Agreement, unless any such claims are due to the fault of CITY.

10. ACCESS TO INFORMATION. The OWNER agrees to provide the CITY access to information related to the costs and the completion of the demolition and construction of the Project by OWNER during regular business hours upon reasonable notice. The CITY shall have the right to require the OWNER to submit any necessary information, documents, invoices, receipts or other records to verify the costs and the completion of demolition and construction of the Project by OWNER.


11. REMEDIES. No right or remedy granted herein or reserved to the parties is exclusive of any right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement.

12. HEADINGS. The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof.

EXECUTED on this _______ day of ___________________________, 2020. FOR MISSION PRODUCE, INC. ________________________________

Printed Name: __Jeremy Warren______

Position: _Corporate Counsel_________

FOR CITY OF LAREDO _______________________________ ______________________________ Rosario Cabello Robert A. Eads Co-Interim City Manager Co-Interim City Manager

ATTEST: ______________________________ Jose A. Valdez, Jr. City Secretary APPROVED AS TO FORM:

______________________________ Kristina K. Laurel Hale City Attorney


EXHIBIT “A” PREMISES


EXHIBIT “B” PROPERTY IMPROVEMENTS

Description Amount

Land – 32 Acres $7,200,000

Site Development $7,498,395

Building Construction $27,357,527

Refrigeration & Controls - 2,480 Pallet Positions

- 930 Staging Pallet Positions $1,325,000

Ripe Rooms (4) w/ 36PP and Forced Air Coolers (2) $834,122

Refrigeration Racking – 2,000 3-High $670,696

Docks (48) – Constructions & Doors $1,632,000

Other Buildouts $1,866,907

Personal Property $1,000,000

Total $48,384,647


EXHIBIT “C” – WAGE SCALE

Job Title Med High

General Manager $90,000 $90,000

Shipping Manager $60,000 $60,000

Operations Manager $60,000 $60,000

QA Supervisor $50,000 $50,000

Transportation Supervisor

$50,000 $50,000

Ripening Supervisor $50,000 $50,000

Maintenance Lead $29.50 $29.50

Shipping Coordinator $17.50 $20.25

Janitor $11.25 $12.50

Packer $11.25 $12.50

Floor Helper $12.50 $14.25

Sanitation Technician $12.50 $14.25

Security Officer $12.50 $14.25

Shipping Clerk $12.50 $14.25

Forklift Driver $14.00 $16.00

Administrative Assistant $15.75 $18.00

Bagging Lead $15.75 $18.00


Bagging Technician $15.75 $18.00

Delivery Driver $15.75 $18.00

Production Assistant $15.75 $18.00

QA Technician $15.75 $18.00

Sanitation Lead $15.75 $18.00

Ripening Lead $15.75 $18.00

Shipping Lead $15.75 $18.00

QA Technician 1 $17.50 $20.25

Production Coordinator $17.50 $20.25

Shipping Coordinator $17.50 $20.25

MISSIONPRODUCE

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UNIT 12 Ml

UNIT 13 Ml

UNIT 14 Ml

UNIT 15 B3

TRACT

CD A

0 B

® C

@ D

® 3

® N/A

0 N/A

® 2

® 1

N/A 55.9260 2.2842 0 4.3328 49.3090

N/A 22.4543 0 1.8440 0 20.6103

N/A 91.8672 5.6709 1.6817 0 84.5146

N/A 51.0646 4.6623 0.7879 8.7002 36.9141

N/A 30.7222 3.3802 2.1833 0 25.1586

N/A 29.4562 1.7910 0 4.1255 23.5397

. .B3 · 125.9475 12.1347 4.0323 0 109.7806

N/A 56.9717 0 0 0 56.9717

TOTAL NET SELLABLE: 406.7986

PROPERTY DEED

OWNER ACRES VOLUME PAGES RECORD DATE

ROBERT AND LOURDES GILPIN 137.2793 4553 489-500 O.P.R.W.C.T. FEBRUARY 20, 2019


ROBERT AND LOURDES GILPIN 174.3812 4553 501-513 0.P.R.W.C.T. FEBRUARY 20, 2019


FM1472 INVESTMENTS, INC. 451.1001 4468 283-295 O.P.R.W.C.T. AUGUST 23, 2018

PINNACLE MINES INVESTMENTS, L.L.C. 225.5366 4601 118-122 O.P.R.W.C.T. MAY 20, 2019

LAREDO PINNACLE INVESTMENTS, LTD. 100.0000 4468 563-571 0.P.R.W.C.T. AUGUST 24, 2018



NOTES:

llf-----------{

UNIT7

55.8518 ACRES

1. FRONTAGE ZONING ALONG RIVER BANK DRIVE SHALL BE

83 FOR AT LEAST 100' OF DEPTH

2. LOT LINES MAY VARY WITHIN UNITS.

3. UNITS SIZES AND NUMBER OF LOTS SHOWN MAY VARY.

LOT1A =�,

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0 27.2365ACRES

UNIT 14 - 125.9475 ACRES

38.571 g ACRES

® BLOCK2

96.2566 ACRES

28.8222 ACRES

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"

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7 •


UNIT 15


®


BLOCK1

15.3500 ACRES


UNITS



BLOC1(2 11.TIIISACS

GF<EEN SPACE

1.7IHDACRES

UNIT 13 -29.4562 A RES



BLOCK 1

26.3670AC S


5.1144!1 ACRES I

UNIT 6 2.2099 ACRES



UNIT 68.4175 CRES


UNIT 2 -38.7143 A R S

! LOT1


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UNIT3

49.8884 ACRES

27.8736 CRES


2.12561\CRES

BLOC 1

18.5287 A RES


D-E-T °"""""""'"" 0,.,,.,AIJ'IE!I ,,..,.ACIEI

=• BLOCK 1

5.27'15ACREB

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17.5734 ACRES

BLOCK 1

17.5734

cm BLOCK 1

6.01171lACFIES

UNIT 1

99.3648 ACRES

�n BLOCK2

30.DOOl ACRES

® UNIT9

22.4543 ACRES

20.6103ACRES



UNITS B4

UNIT 9 Ml

UNIT 10 Ml

UNIT 11 Ml

UNIT 12 Ml

UNIT 13 Ml

UNIT 14 Ml

UNIT 15 B3

TRACT

CD A

0 B

® C

@ D

® 3

® N/A

0 N/A

® 2

® 1

N/A 55.9260 2.2842 0 4.3328 49.3090

N/A 22.4543 0 1.8440 0 20.6103

N/A 91.8672 5.6709 1.6817 0 84.5146

N/A 51.0646 4.6623 0.7879 8.7002 36.9141

N/A 30.7222 3.3802 2.1833 0 25.1586

N/A 29.4562 1.7910 0 4.1255 23.5397

. .B3 · 125.9475 12.1347 4.0323 0 109.7806

N/A 56.9717 0 0 0 56.9717


PROPERTY DEED











NOTES:

llf-----------{

UNIT7

55.8518 ACRES





LOT1A =�,

14.000llAcna,

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m m m - - -0 0 0

'l' 'l' 'l' � m

� � 0 0 0

z Q

w "' � ii; "'

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CD


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0 27.2365ACRES

UNIT 14 - 125.9475 ACRES

38.571 g ACRES

® BLOCK2

96.2566 ACRES

28.8222 ACRES

"'ij

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27.3419A ES



UNI 10

91.867 ACRES

;;j I 13.8977 ACRES

BLOCK2

59.8293

13.3301 ACRES 32.8015 ES

"

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S.9133ACRES

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UNIT 11

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UNIT 13 -29.4562 A RES



BLOCK 1

26.3670AC S


5.1144!1 ACRES I

UNIT 6 2.2099 ACRES



UNIT 68.4175 CRES


UNIT 2 -38.7143 A R S

! LOT1


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UNIT3

49.8884 ACRES

27.8736 CRES


2.12561\CRES

BLOC 1

18.5287 A RES


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=• BLOCK 1

5.27'15ACREB

\ ®

17.5734 ACRES

BLOCK 1

17.5734

cm BLOCK 1

6.01171lACFIES

UNIT 1

99.3648 ACRES

�n BLOCK2

30.DOOl ACRES

® UNIT9

22.4543 ACRES

20.6103ACRES



UNITS B4

UNIT 9 Ml

UNIT 10 Ml

UNIT 11 Ml

UNIT 12 Ml

UNIT 13 Ml

UNIT 14 Ml

UNIT 15 B3

TRACT

CD A

0 B

® C

@ D

® 3

® N/A

0 N/A

® 2

® 1

N/A 55.9260 2.2842 0 4.3328 49.3090

N/A 22.4543 0 1.8440 0 20.6103

N/A 91.8672 5.6709 1.6817 0 84.5146

N/A 51.0646 4.6623 0.7879 8.7002 36.9141

N/A 30.7222 3.3802 2.1833 0 25.1586

N/A 29.4562 1.7910 0 4.1255 23.5397

. .B3 · 125.9475 12.1347 4.0323 0 109.7806

N/A 56.9717 0 0 0 56.9717


PROPERTY DEED











NOTES:

llf-----------{

UNIT7

55.8518 ACRES





LOT1A =�,

14.000llAcna,

\

\

m m m - - -0 0 0

'l' 'l' 'l' � m

� � 0 0 0

z Q

w "' � ii; "'

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UNIT 14 - 125.9475 ACRES

38.571 g ACRES

® BLOCK2

96.2566 ACRES

28.8222 ACRES

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27.3419A ES



UNI 10

91.867 ACRES

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"

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UNIT 11

51.0646 ACRES

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UNIT8

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7 •


UNIT 15


®


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15.3500 ACRES


UNITS



BLOC1(2 11.TIIISACS

GF<EEN SPACE

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UNIT 13 -29.4562 A RES



BLOCK 1

26.3670AC S


5.1144!1 ACRES I

UNIT 6 2.2099 ACRES



UNIT 68.4175 CRES


UNIT 2 -38.7143 A R S

! LOT1


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49.8884 ACRES

27.8736 CRES


2.12561\CRES

BLOC 1

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=• BLOCK 1

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17.5734 ACRES

BLOCK 1

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6.01171lACFIES

UNIT 1

99.3648 ACRES

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® UNIT9

22.4543 ACRES

20.6103ACRES



UNITS B4

UNIT 9 Ml

UNIT 10 Ml

UNIT 11 Ml

UNIT 12 Ml

UNIT 13 Ml

UNIT 14 Ml

UNIT 15 B3

TRACT

CD A

0 B

® C

@ D

® 3

® N/A

0 N/A

® 2

® 1

N/A 55.9260 2.2842 0 4.3328 49.3090

N/A 22.4543 0 1.8440 0 20.6103

N/A 91.8672 5.6709 1.6817 0 84.5146

N/A 51.0646 4.6623 0.7879 8.7002 36.9141

N/A 30.7222 3.3802 2.1833 0 25.1586

N/A 29.4562 1.7910 0 4.1255 23.5397

. .B3 · 125.9475 12.1347 4.0323 0 109.7806

N/A 56.9717 0 0 0 56.9717


PROPERTY DEED











NOTES:

llf-----------{

UNIT7

55.8518 ACRES





LOT1A =�,

14.000llAcna,

\

\

m m m - - -0 0 0

'l' 'l' 'l' � m

� � 0 0 0

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w "' � ii; "'

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I-z w

0

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Highlight

CHAPTER 380 AGREEMENT BY AND BETWEEN THE CITY OF … agreements.pdfChapter 380 Grant Agreement by and between the City of Laredo and Mission Produce Year 3 2 70 Year 4 0 70 Year 5

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