1993-114-RES WHEREAS, the Texas Department of Affairs is administering assistance Investment Partnership Program;
RESOLUTION NO. 93- 114
WHEREAS, the City of Paris and Campbell Soup Company
have reached agreement mutually beneficial to the City of
Paris and Campbell Soup Company, wherein the City of Paris
will construct a paved street from the West right-of-way line
of 271 North, West and Southwesterly to Campbell Soup
Company's property line; and,
WHEREAS, it is deemed to be in the best interest of the
citizens of Paris that such agreement in the form of Exhibit
A attached hereto and made a part hereof, should be in all
things approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS,
that the agreement with Campbell Soup Company for the
construction of an access road and establishing the
consideration for the same prescribed in, Exhibit A attached
hereto, be, and the same is hereby approved and accepted.
BE IT FURTHER RESOLVED, that the Mayor of the City of
Paris, George Fisher, be, and he is hereby authorized and
directed on behalf of the City of Paris to execute the Access
Road Contract attached hereto as Exhibit A.
Passed and adopted this 15th day of November, 1993.
ATTEST:
~~~
or Fisher, Mayor
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Mattie Cunningham, Cit C er
APPROVED~~RM'
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. K. Haynes, City Attorney
STATE OF TEXAS
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KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR
ACCESS ROAD CONTRACT
This Contract, made and entered into this lst day of
October, 1993, and executed in quintuple originals, each
executed copy constituting an original, by and between the
City of Paris, a municipal corporation of Lamar County,
Texas, hereinafter referred to as CITY and Campbell Soup
Company, a New Jersey corporation with a plant located in
Paris, Lamar County, Texas, hereinafter called CAMPBELL.
WITNESSETH:
I.
Access Road To Be Furnished
1.1 In addition to other valuable consideration due to
CAMPBELL'S, the CITY agrees to construct, at an estimated
cost of between $90,000.00 and $140,000.00, a paved street
from the West right-of-way line of 271 North, West and
Southwesterly to CAMBELL'S property line as depicted on
Exhibit A attached hereto, and to be constructed in
accordance with the requirements enumerated on said Exhibit
A, The roadway is designed to accommodate the weight and
frequency of truck traffic entering and leaving tbe Paris,
Texas, CAMPBELL plant.
Construction of the roadway will
begin
within
six
(6)
months
from
final
approval
EXHIBIIA
of plans and specifications, but in no event later than one
(1) year from the date of this contract,
II.
Inducement to construct roadway
2.1. CAMPBELL guarantees that its Paris plant, located
adjacent to Loop Highway 286 N.W. and the Kiamichi Railroad
right-of-way in the City of Paris and will remain open and
operational for a period of nine (9) years from the date of
this contract. "Open and operational" as used herein shall
be defined as producing plant product at the rate of 66% or
more of the plant product production in the calendar year
1992. The unit of measure to be used in calculating the
above percentage shall be cases of product shipped from the
CAMPBELL plant.
III .
Damages to City
3.1 In the event CAMPBELL'S Paris plant is closed or is
not open and operational as hereinabove defined, CITY will
experience financial damages. The damages suffered by the
CITY are agreed to be the amounts shown on Exhibit B attached
hereto. In the event CAMPBELL does not produce plant product
equal to 66% of the quantities produced in the calendar year
1992, the liquidated damage payments shall be calculated in
accordance with the formula described on Exhibit B attached
hereto.
ROAD ACCESS CONTRACT - Page 2
IV.
Legal
4.1 This agreement shall be in force and effect through
September 30, 2002.
4.2 No officer, official or agent of the CITY or
CAMPBELL has the power to amend, modify or alter this
contract or waive any of its conditions or to bind the CITY
or CAMPBELL by making any promise or representation not
contained herein.
4.3 This contract, except by operation of law, shall
not be assigned or transferred by either party, without the
prior written consent of the other party.
4.4 Any written notice required or permitted under the
terms of this contract shall be given and be deemed to have
been duly served if either (1) delivered in person, or (2)
deposited certified mail, return receipt requested, postage
prepaid in the United States mail, addressed to the
designated representative of the respective parties which are
designated as follows:
CAMPBELL
Group Director
Real Estate Operations
Campbell Soup Company
P. O. Box 391
Camden, N.J. 08101
CITY
City Manager
City of Paris
P. 0, Box 9037
Paris, TX 75461-9037
ROAD ACCESS CONTRACT - Page 3
With a copy to:
Secretary
Campbell Soup Company
P. O. Box 391
Camden, New Jersey 08101
With a copy to:
City Clerk
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
4.5 Nothing contained in this contract shall be deemed
or construed to create the relationship of principal and
agent, partnership, joint venture, landlord and tenant, or
any relationship or association whatsoever between CITY and
CAMPBELL, other than as expressly set forth herein,
4.6 This contract sets forth the entire understanding
between the parties,
and any other understandings or
agreements shall be cancelled and superseded by this contract
upon the date of execution hereof. None of the terms of this
contract shall be waived, discharged, altered or modified in
any respect, except by a contract in writing signed by both
parties and specifically referring to this contract. The
captions in this contract are included for convenience only
and shall not be taken into consideration in any construction
or interpretation of this contract or any of its provisions,
This contract shall be governed by, construed and enforced in
accordance with the laws of the State of Texas. The
provisions of this contract shall apply to, bind and inure to
the benefit of the CITY and CAMPBELL, and their respective
successors, legal representatives and permitted assigns, if
any.
ROAD ACCESS CONTRACT - Page 4
EXECUTED this 15th day of November, 1993.
ATTEST:
Mattie Cunningham, City Clerk
APPROVED AS TO FORM:
T. K. Haynes, City Attorney
EXECUTED this
of
ATTEST:
Assistant Treasurer
ROAD ACCESS CONTRACT - Page 5
CITY OF PARIS
George Fisher, Mayor
, 1993.
CAMPBELL SOUP COMPANY
By'
Dave E. Winkler,
Vice President-Mfg.
Southwest Region
LIQUIDATED DAMAGES
Rscal Year
Ending 9/30
Liquidated Damages
@ 100%
1994
1995,
1996
1997
1998
1999
2000
2001
2002
$794,458
794,083
794,224
794,783
793,942
793,446
793,263
793,318
793.416
$7,144.933 I
TOTAL
SAMPLE CALCULATIONS
OF LIQUIDATED DAMAGES
FISCAL PRODUCTION AS % OF DAMAGE
YEAR CY 1992 PRODUCTION AMOUNT
1994 M% ~
1995 80% 0
1996 20% 635,379
1997 30% 556,348
1998 10% 714,548
1999 0% 793,446
2000 65% 2n.642
2001 90% 0
2002 110% 0
TOTAL
$2,9n,363 I
Exhibit B
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