JACQUELINE'S COOKIES EDIP APPLICATION 5
GOURMET COOKIES
CONFIDENTIAL
VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED
March 7,2017
The Honorable Kimberley Driscoll
Mayor of the City of Salem
City Hall
93 Washington Street
Salem, MA 01970
Dear Mayor Driscoll:
Reference is hereby made to that certain Tax Increment Financing Agreement(the"A¢reemenft
dated as of February 26, 2013, by and among and Jacqueline's Wholesale Bakery, Inc. (the "Com an
MH, LLC and the City of Salem (the
The Company intends to effect a transaction with Rich Products Corporation (the "Ac uirer")
whereby the Acquirer will acquire all of the outstanding capital stock of the Company(the'Transaction"),
as a result of which the Company will become a wholly owned subsidiary of the Acquirer. Section 2(c)of
the Agreement provides that the Company shall provide the city with three (3)-months' notice of any
transaction pursuant to which the Company proposes to sell its operations. The Company is hereby
providing you with notice of the Transaction pursuant to Section 2(c)of the Agreement.
The Company and the City hereby agree that the Agreement will continue in full force and effect
immediately following the Transaction on the same terms as were in effect prior thereto: In addition,any
notice requirement that may apply to any assignment,transfer,change-of-control or other consequence
of the Transaction will be considered satisfied upon the City's signature below.
This consent will not constitute a waiver of any future obligation under the Agreement, including
the obligation to obtain the consent of the City to any subsequent transfers or assignments of the
Agreement that are unrelated to the Transaction, nor shall it be construed to amend,modify or alter the
terms, covenants or conditions of the Agreement or to restrict in any way the City's rights or remedies
under the Agreement.
Your prompt attention to this matter Is greatly appreciated. We look forward to continuing our
mutually beneficial relationship and thank you in advance for your assistance.
Please signify your consent to the foregoing by signing the enclosed copy of this letter and sending
it at your earliest convenience and in any event by no later than March 15,2017 to the attention of the
Company by e-mail to Jack O'Neil(JONeiI@iacguelinesbakery.coml.
If you have any questions regarding the Transaction or this request, please do not hesitate to
contact Jack O'Neil (JONeii@iacciuelinesbakerv.coml. Again, thank you very much for your prompt
attention to this matter.
The subject matter of this letter is confidential and the Transaction has not been disclosed
publicly. Accordingly, please keep confidential this letter and the information herein and treat this
request with all appropriate care and discretion.
Very ru y yours,
JACQ INE'S WHOLESALE B ERY, INC.
By:
Nam : ack ON eiI
Ti Chief Fina icer
.n owledged agree to this
day of 2017 by:
CITY OF SALEM
By:
Name: VX4 5c,6�
Title: g&_-Jo M
67647370YA -
96 Swampscott Road,Unit 1, Salem,MA 01970 P (978) 744-8600 F (978) 744-8622
a
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April 3, 2012 .p er FPL(P/�,�vG�
il`�COP�n,-
Tom Daniel, AICP
Economic Development Manager
Department of Planning&Community Development
120 Washington St., 3rd Floor
Salem, MA 01970
RE: Intent to Apply For Massachusetts Economic Development Program (EDIP).
P
Dear Mr. Daniel,
Please take this correspondence as Jacqueline's Wholesale Bakery, Inc.'s ("Jacqueline's') letter of intent
as required pursuant to the Economic Development Incentive Program (EDIP).
On March 29`", 2012,Jacqueline's met with Tom Daniels, Salem's Economic Development Manager, and
Peter Milano, Senior Regional Director for Massachusetts Office of Business Development to discuss the
EDIP Program and the various incentives available.
Jacqueline's is a gourmet frozen cookie producer that services in store supermarket chains, cruise lines,
foodservice distributors and national chain accounts throughout the United States. In 2006, Jacqueline's
moved from Malden to Salem, MA with the help of both Mass Development and Danvers Bank. At that
time,Jacqueline's had 20 employees. In the last 6 years, we have been able to add 55 additional
permanent employees as well as additional 30 seasonal temporary employees during our busier times of
the year.
Jacqueline's is in the process of looking at different options in terms of land acquisition as well as
additional space within our condo complex to continue to support our growing company. If we are able
to secure additional space, we will be able to continue to add 15-35 more employees to Jacqueline's
team over the next 3 years.
Jacqueline's is therefore requesting that you accept this letter to begin the dialogue for our participation
in the Economic Development Incentive Program, (EDIP).
Sincerely yours,
e
Marc Hazel,
President
Jacqueline's Wholesale Bakery, Inc.
Cc: Mayor Kim Driscoll, City of Salem
96 Swampscott Road,Unit 1, Salem,NLA 01970 P (978) 744-8600 r.(978) 744-5622
Ti ��\� COMMONWEALTH OF MASSACHUSETTS
�j � GCs�' ECONOMIC ASSISTANCE COORDINATING COUNCILQ, MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT
04 0�
Economic Development Incentive Program (EDIP)
PRELIMINARY APPLICATION
The following information is required by the Massachusetts Office of Business Development '
(MOBD) and the Economic Assistance Coordinating Council (EACC) to make a preliminary
determination on the eligibility of a project under the Economic Development Incentive
Program. This application must be returned in electronic form to your MOBD Regional Director
and a hardcopy with original signature(s) mailed to: Eileen Rogan EDIP Manager MOBD 10 .
Park Plaza, Suite 3730, Boston MA 02116 Please refer to the EDIP Guidelines,
www.mass.gov/dbd/edip and your MOBD Regional Director for assistance with this application.
PART I. COMPANY INFORMATION
Company Name
p y. Jacqueline's Wholesale Bakery, Inc.
.` •�;_
Executive Marc Hazel `
Officer/Company DesigneeF,rst Name Last Name '
Contact(if different from yr
above)7 1 Last Name - m Title
-Email:- mhazel@jacquelinesbakery.com
Address _ 96 Swamscott Road, Unit 1
Salem MA 01970
r City State Zip -
Phone Fn 978-744-8600 Fax 978-744-8622
Company Headquarters • 96 Swamscott Road, Unit 1
Location s Salem, MA 01970
FEIN " 04-3494317
:Type of Organization: C-Corporation (Corporation,Geneml Partnership,Limited Partnership)
Company's Taxable :- `. 12/31
.Year End
Project Location 96 Swamscott Road
Salem MA 01970
- City. State Zi
Is the site a 43D Preferred -,I Yes Q No
.Development Site(PDS) "
If- es, please-name the_.site
Please provide a brief descnphon`'and history of the company'including NAILS code and R'
whether or not company is a MA DOR registered manufacturer
NAICS code: 311800
-_
- - ... yu_.
MA Department of-Revenue Registered-Ivlanufacta'rer Yes;E--�-cNoi� �-�-�=-s----�;�•�-•--W--- '�'`'`
Company Description/'Hi'story: Jacqueline's Wholesale Bakery, Inc. ("Jacqueline's") is a
gourmet,frozetreookie producer thatservices store supermarket chains, hotels;cruise lines, food
service distributors and national chain accounts throughout the United States. Founded by
Jacqueline Hazel in 1993,her kitchen based bakery was incorporated in 2000 and moved from
COMMONWEALTH OF MASSACHUSETTS.
ECONOMIC ASSISTANCE COORDINATING COUNCIL
MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT
Malden to Salem in 2006 and is now headquartered in a 25,000 sq. ft. NSF Cook-k Thurber
certified production facility in Salem, MA. In 2006, Jacqueline's had 20 full-time employees and
today has 75 full-time employees. Jaqueline's employees include maufacturing($19 per hour), .
warehouse ($19 per hour) and management. The reason for this growth is simple: Jacqueline's
dedication to create the best tasting; consistently outstanding products that fit the individual _
needs of Jacqueline's customers. Food service professionals are consistently rewarded with
Jacqueline's gourmet superb quality. As a result, Jaqueline's annual sales now exceed$30M and
we have outgrown our existing facility. Therefore, beginning in 2012, Jacqueline's began
exploring expansion opportunities in Salem and the Greater Cape Ann area.
PART II. ECONOMIC DEVELOPMENT PROJECT
X. Please indicate the date a Letter of Intent was sent to A 4/3/2012
the municipality and cc MOBD Regional Director ,
B. When applicable,please identify the Economic
Opportunity Area-(EOA) within th_eprotect municipality w
�-
New E0A ,-;; Jacqueline's EGA
a Existing E0A
1 Provide a description of the proposed businessexpansion protect including a _ w
breakdown of investment required and the associated costs with a breakdown of the
a
Budd
nse (land; ing,construction,equipment etc.)..When does the
types Of expe
applicant expect to (a)to begin the protect,(b) to complete construction, and (c) to';
�" officiall ry
open the facilit{ .__ _
E�-
The business expansion would include the purchase of a new 11,300 sq. ft. condominium
abutting our existing facility at 96 Swamscott Road, equipment purchases to suppoprt this
expansion, and building upgrades to our new facility. The facility will be used for both
manufacturing and warehousing purposes. The new facility is expected to open in early Q2
of 2013 following facility upgrades and equipment purchase and installation.
Building Purchase: $1,288,200 Late Q4/2012
Equipment Investment: $1,000,000 Q1/Q2 of 2013
Facility Upgrades: $550,000 Q2/2013
2.-�Does the currentublicm1 frastructure`n eet the ro osed certifiedproject's needs.='
Yes ® No ❑
the licant new to Massachusetts Ts` . r,: No
Mme^pxa,i If not, wher e the;existmg Massachusetts
a
fit6iliti6s?A.
wF
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COMMONWEALTH OF MASSACHUSETTS
ECONOMIC ASSISTANCE COORDINATING COUNCIL
MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT
4
`-b. Will the proposed economic deve7imination
= No
require and/or trigger thenclosing =„
}" of any Massachusetts facilitie or
of any other Jobs currently in Mav ;'_.-yes, pleaseexplam—
4 What is the number`of(a) full-time lobs to be created(b) fulltime lobs to be
retained and (e) full-time employees at other Massachusetts facilities?NOTE.
These are'the numbers that future lob compliance will beJmeasured against
`(d)Describe how the applicant will create the permanent fulltime jobs in
Massachusetts within 24 months after receipt ofthe mcentive(s) and how these lobs m
maintained for,at least 5%ears
35 75 75
(d) See above. Jacqueline's has a history of double-digit growth. When Jacqueline's moved
from Malden to Salem in 2006, Jacqueline's had 20 full-time employees. Today Jacqueline's has
75 full-time employees with sales exceeding$30 million. Jacqueline's expects,to maintain - and
even exceedour existing growth schedule in the coming years.
5. What actions will ou taketo recruitemployees from among residents of the
munici alit and/or Economic Tar et Area? h' fiml Alt,
r�
In order to increase the percentage of employees who reside in the Beverly and Salem
Regional Economic.Target Area- and particularly the City of Salem, Jacqueline's plans to.
advertise job openings locally in the Salem News. In addition, Jacqueline's plans to recruit
applicants using the resources of the North Shore Career'Center on Washington Street in
Salem, MA.
a. a
a
Economic Development Incentive Program 3 of 7 „
COMMONWEALTH OF MASSACHUSETTS
ECONOMIC ASSISTANCE COORDINATING COUNCIL
MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT,'
6:w the project likely to result in another substantial`and`exceptional econonuc " Z4 x
benefit to the Commonwealth?=If es,'_pteiscixplai_ N ;
Yes. Project certification will result in a project investment of$2,838,200 and an increase
of 35 new full-time employees in a Gateway City. These predominantly manufacturing and
warehouse jobs will bring valuable new personal income tax to the Commonwealth.
Finally, it is widely accepted that manufacturing has the highest employment multiplier of
any industrial sector. The Massachusetts Manufacturing Extension Partnership (MassMEP)
once contended that every manufacturing job indirectly supports 3.24 positions elsewhere in
the economy.
A'7: Will the project result in a spin off activity that will support Massachusetts based =
suppliers and'contractors?`If yes;please'explain = j
w �
nk.:.r>
Jacqueline's purchases over$4 million annually from Seigel Egg Distributors (Billerica), $2
million from Sparrow Enterprises (East Boston - chocolate) and spends more than $600,000 '
annually in boxes, pallet sheets and trays from a number of different local packaging
suppliers. Finally, see above. The Massachusetts Manufacuring Extension Partnership
(MassMEP) once contended thatevery manufacturing job indirectly supports 3.24 positions .
elsewhere in the economy. The $550,000 in facility upgrades should provide work
opportunities to many Massachusetts based suppliers and contractors.
F 8 Please answer the following questions related to the project location z
.�r. z .gym T � .: �
a Will the-applicant own or lease/rent the facility where Own. Jacqueline's affiliate MH-
the business expansion/relocahon will occurs _ LLC will be the owner of record.
Both Jacqueline,s.and MH-LLC :<
t ts are joined together by mutual
r ownership.
�---�� ��.^� _-tee"` �-- -��� _ 3� �- _ • _ '
-C6 If leasing/renting, identify the developer/landlord rN '
and state who will be the taxpayer of record for s
u oses of a ' g local real estate taxes?
j c.•If owning,-,will the applicant fully occuIiy the s aces A
d. If the applicant will not fully occupy the space,'does
it intends to lease/rent the remaining space?
9.—Certification for Abandoned Buildin
a Does the proposed project involve the renovation = Yes ❑ No
...and reuse of an abandoned buildin ?.
b. If yes or unsure,how long has the building been',, k,.
vacant or unused? If known;state date `
c. During;the period of time that the building has
J s P,t x
3p� M a ,
been vacant or unused, what percentage of the EAQ -
a _
liuildmg was vacant and unused If the percentage.. -
�--vaned duripg this'tiine period;provide irifoimation'" '� .'- `�-�''=`*- _- � --- `---
- �_for each`eliange in tfie percent of vacant space and�� - �; _ -�-;
s s' the applicable time penod �- �`- � �;
10.;a:'Please indicate the len th`of Certified Pro'ect re nested. 5 years -
Economic Development Incentive.Program 4 of 7.
COMMONWEALTH OF MASSACHUSETTS
ECONOMIC ASSISTANCE COORDINATING COUNCIL
MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT
b.`Please state which incentives thea licant is seekm �_ `" s:
State Investment Tax Credit e Yes ® No ❑
State Abandoned Building Renovation Deduction
Local Real Estate:Tax Incentive TIF
11. Please indicate the company's outside of Massachusetts sales as a percentage of total
sales and describe how the proposed project willalterthe distribution impact.
Jacqueline's annual sales are $31,198,168 with sales in Massachusetts of$19,150,567
(61%) and sales outside of Massachusetts of$12,047,601(39%). In-state sales distribution
and out-of-state distribution has remained consistent for many years and the new project is
not expected to alter the above numbers.
12. Provide detailed information on any other sources of public or quasi-public funding
that has been received or will be sought to contribute towards the financing of the
proposed expansion.
The project will be conventionally financed through East Boston Savings. Jacqueline's did
use the services of MassDevelopment in our original move to Salem in 2006.
13.Is the applicant seeking tax incentives from the Massachusetts Life Science Center?
If yes, this may affect the potential EDIP benefits: `
No ^
PART II1. LABOR AFFIRMATION
Part A:
® As an applicant requesting Certified Project approval,Jacaueline's Wholesale Bakery,
Inc.,affirms (check box) that this business will not unlawfully misclassify workers as
self-employed or as independent contractors, and certifies compliance with applicable
state and federal employment laws and regulations, including but not limited to -
minimum wages, unemployment insurance, workers' compensation, child labor, and
the Massachusetts Health Care Reform Law, Chapter 58 of the Acts of 2006, as
amended.
®_ As an applicant requesting Certified Project approval, Jacqueline's'Wholesale Bakery,
Inc., affirms (check box) that this business will not knowingly employ developers,
subcoritractors;'or other third parties that unlawfully misclassify workers as self-
employed or as independent contractors; or that fail to comply with applicable state .-
and federal employment laws and regulations, including but not limited to minimum
Y —' m wages;unemployment insurance,workers' compensation, child labor,'and the �u
"MassachusettsHealth_Care Reform Law Chapter 58 of the Acts of 2006,-as_amended
_ .. v_ __ _ _
Economic Development Incentive Program 5 of 7
COMMONWEALTH OF MASSACHUSETTS
ECONOMIC ASSISTANCE COORDINATING COUNCIL
MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT' '
Part B: Within the past five years, has the applicant or any of its'officers, directors,
employees, agents, or subcontractors of which the applicant has knowledge, been
the subject of(if yes, please provide details):
(a) an indictment,judgment, conviction, or
grant of immunity,including pending actions, ❑Yes `'ZNo T
for any business-related conduct constituting
a crime under state or federal law; Details:
(b) a government suspension or debarment, ❑Yes ®No
rejection of any bid or disapproval of any
proposed contract subcontract, including Details:
pending actions, for lack of responsibility,
denial or revocation of prequalification or
a voluntary exclusion agreement; or `
(c) any governmental determination of a ❑Yes ®No
violation of any public works law or
regulation, or labor law or regulation or Details:
any OSHA violation deemed "serious or
willful?,;
Authorization and Certification
I/WeMarc Hazel (names and titles) of the applicant business applying for "Certified
Project"statusfrom the Commonwealth of Massachusetts, Economic Assistance
Coordinating Council hereby certify that I/we have been authorized to file this.
application and to provide the information within and accompanying this application
and that the information provided herein is true and complete and that it reflects the
applicant's intentions for investment,job creation and sales. I/we understand that the
information provided with this application will be relied upon by the Commonwealth
in deciding whether to approve "Certified Project"status and that the
Commonwealth reserves the right to take action against the applicant or any other
beneficiary of the Certified Project if the Commonwealth discovers that-the applicant
intentionally provided misleading,:inaccurate, or false information. I/wemake this
-, certification under he pains and penalties ofperjury.
Signe
Ce e
Name Title Date
14
Name Title Date
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COMMONWEALTH OF MASSACHUSETTS
ECONOMIC ASSISTANCE COORDINATING COUNCIL
MASSACHUSETTS OFFICE OF BUSINESS DEVELOPMENT
Certification as to accuracy and Public Records Law acknowledgement:
Thesignatoriesherby certify that the answers in this application and the documents
submitted in support thereof are accurate and complete representations of the applicant.
They also hereby acknowledge that, under the Public Records law of the Commonwealth
ofMassachusetts, this application and all documents submitted in support thereof are
public records under the provisions of Massachusetts G. L., Ch. 4, sec. 7(26).
ame Title D to
/2y e-w f 1 3
Name Title Date
j
Economic Development Incentive Program 7 0£7