2013-041 Approving an Economic Incentive Agreement between the Paris Economic Development Corporation and JS Baking, LLC

Home Browse Search

C. Dispute Mediation Notwithstanding the foregoing provisions to the contrary, the parties hereto agree to mediate any disputes they have against one another before filing a lawsuit. The parties will attempt to agree on a professional attorney /mediator based in or willing to conduct the mediation in Paris, Texas, but if this is not possible, the parties will engage an attorney /mediator from another city located within one hundred thirty (130) miles from the City of Paris, Texas. Each party agrees to mediate in good faith to attempt to resolve any dispute hereunder, to pay an undivided one -half of the mediation costs, and each party's own attorneys fees; and to bring an authorized representative of the party to the mediation having settlement authority; provided, however, that any settlement which requires payment to be made by Paris EDC is subject to formal approval of the payment at the next available meeting of the Board of Directors of Paris EDC. IV. ADDITIONAL REPRESENTATIONS AND WARRANTIES: Skinner hereby represents and warrants to Paris EDC that the following representations are true and correct as of the date of execution hereof and will continue to be true and correct throughout the term of this Agreement: A. Skinner is duly organized, validly existing and in good standing under the laws of the State of Nebraska, and is duly qualified to do business in the State of Texas, as a foreign corporation, and has all corporate power and authority to carry on its business as presently conducted in Texas. B. Skinner warrants and represents that it has the authority to enter into and to perform this Agreement, and that the person signing this Agreement on behalf of Skinner is duly authorized to do so by the Managers of the limited liability corporation of The James Skinner Baking Co., and by any authority needed by its parent corporation or by other corporate authority under which it is organized; and Skinner shall deliver to Paris EDC on the effective date of this Agreement, a properly executed and lawful corporate resolution authorizing the execution, delivery and performance of this Agreement, together with an incumbency certificate identifying its executive officers and the officers signing the documents. C. Skinner has received at this time all necessary rights, licenses, leases, permits and other evidences of authority to conduct and carry on its business in the State of Texas in accordance with the representations it has made to Paris EDC herein. D. Skinner is aware of the statutory limitations upon Paris EDC in entering into this Incentive Agreement with it, and is also aware of the use required by law to be made by Skinner of the funds paid hereunder by Paris EDC pursuant to the provisions of the Texas Economic Development Corporation Act, Chapters 501 and 504 of the TEX. LOC. GOVT CODE. Skinner further acknowledges and agrees that the funds provided to them hereunder as an economic incentive for creating new jobs and investing its capital in the City of Paris, Lamar County, Texas shall be utilized solely for the purposes authorized under the Texas Statute just cited and the terms of this Agreement. If an audit should ever determine that the funds were not utilized by Skinner for these purposes, such 7