Loading...
1988-092-RES WHEREAS, the City of Paris and Campbell Soup Texas, Inc., have reached agreement mutually beneficial RESOLUTION NO. 88-092 WHEREAS, the City of Paris and Campbell Soup Texas, Inc., have reached agreement mutually beneficial to the City of Paris and Campbell Soup Texas, wherein the City of Paris sells water to Campbell Soup Texas, Inc., at agreed minimum delivery pressure and volume in excess of 1.5 million cubic feet per month; 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, 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 Texas, Inc., for water service and establishing the consideration for the same prescribed in Exhibit A attached hereto, and the same is hereby approved and accepted. BE IT FURTHER RESOLVED, That the Mayor of the City of Paris, Eric S. Clifford, be, and he is hereby authorized and directed on behalf of the City of Paris to execute the Water Service Agreement attached hereto as Exhibit A. Passed and adopted this 29th day of September, 1988. E?/J1fI/;;::( ) ATTEST: ~hu,o ~~ Mattie Cunn~ng am, City er WATER PURCHASE CONTRACT STATE OF TEXAS COUNTY OF LAMAR ~ ~ ~ KNOW ALL MEN BY THESE PRESENTS: COUNTY This Agreement, made and entered into this 29th day of September, 1988, 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, herein- after referred to as CITY and Campbell Soup (Texas), Inc., a Texas corporation, with its principal place of business located in Paris, Lamar County, Texas, hereinafter called CAMPBELL, WITNESSETH: 1. ..., Service to be furnished. 1.1 The CITY agrees to furnish and CAMPBELL agrees to purchase and take a supply of water in accordance with the terms and conditions hereof. Said supply of water shall be taken through an existing service by means of a 20 inch Foxboro magnetic flow tube M/2800 Series, Model No. 2820SEBA-NS Certifi- cate No. 4868758, connected to the CITY'S 30 and 33 inch potable water transmission line approximately 2.4 miles south of CITY'S Water Treatment Plant. Should the need arise to replace the meter herein described, it is agreed that it may be so replaced without amendment to this Agreement by giving notice of the name and number of the new meter as herein provided. -1- . ,., EXHIBIIA 1.2. The potable water furnished shall be. used for the operation of CAMPBELL'S manufacturing plant on the north side of Loop 286 N.W. within the corporate limits of the City of Paris. II. Quantities to be Furnished 2.1 The average daily supply of water furnished shall meet all reasonable requirements of CAMPBELL. The monthly consump- tion, at this time, is in excess of 1.5 million cubic feet. The water delivered to CAMPBELL shall be at a minimum pressure of seventy-five (75) pounds per square inch, the cost of delivering such pressure is included in the rate established in Article VII. CAMPBELL will advise the CITY of any planned changes that would significantly affect the amount of water used by CAMPBELL for any extended period of time. IlL Regulations 3.1 CAMPBELL may not permit any water furnished hereunder to be used to supply any other party without specific approval'of the City Council of the CITY. This shall not apply to emergency service provided to other CITY water users. IV. Rights 4.1 The CITY reserves the right to inspect, test, repair and replace the water meter as required. Such replacement or repair shall be charged to and paid one half by CITY and one half by CAMPBELL. -2- 4.2 The CITY and CAMPBELL each reserves th~!right, either in law or in equity, by suits, mandamus or other proceeding, to enforce or compel performance of any or all covenants herein con- tained. V. Water quality 5.1 The CITY shall supply CAMPBELL with water of quality equal to or exceeding the State of Texas water quality require- ments for water supplied for public use. 5.2 The CITY shall supply, upon request, a comprehensive chemical analysis report of the water supplied to CAMPBELL. 5.3 The CITY bears no degree of responsibility for the water quality at any point beyond the meter described in Article I. CAMPBELL bears the responsibility for maintaining the water quality at any point beyond the meter vault and within CAMPBELL'S distribution system. 5 . 4 CAMPBELL shall notify and keep the CITY informed of persons responsible for the integrity of CAMPBELL'S distribution system. 5.5 Each of the parties shall immediately notify the other party's City Manager or Plant Manager, or such manager's designee, as the case may be, of any emergency or condition which may affect the quality or quantity of water in either party 's system. -3- 5.6 The CITY reserves the right to make. inspections of those facilities which may affect the quality of the water supplied to CAMPBELL and perform required tests. VI. Equipment and operation 6.1 CAMPBELL shall provide and maintain all lines and valves on CAMPBELL'S side of the water meter described in Article I, which meter marks the limit of the CITY'S responsibility for maintenance. CAMPBELL shall maintain at all times, in working order, a valve immediately upon CAMPBELL I S side of the meter, which valve can be used for protecting the CITY'S system from contamination in the event of CAMPBELL'S system becoming contam- inated, or in the event the integrity of CAMPBELL'S system is violated. CAMPBELL'S valve may be used by CITY to protect CAMPBELL'S system or to facilitate repair of CITY'S system. 6.2 The CITY'S representative will regularly inspect the meter measuring the supply of water furnished and will report when the same is known or suspected to be registering incorrect- 1y. The meter shall be repaired by a Foxboro Factory Service Representative. In the event the meter must be replaced, CITY and CAMPBELL will agree upon a replacement meter and the method of replacement. The cost of maintenance or repair will be distributed in accordance with Section 4.1 ante. 6.3 When it is determined that the water meter has regis- tered incorrectly, an estimate of the amount of water furnished -4- through the faulty meter shall be prepared by CIT~.S. Director of Finance for the purpose of billing CAMPBELL. The estimate shall be based upon the average of correct readings for the same or equivalent months in the preceding three (3) years or such other method which would most accurately reflect the actual consumption for the period in which the meter failure occurred as can be mutually agreed upon by the City Manager and Plant Manager of the respective parties. VII. Rates 7.1 Charges for water furnished to CAMPBELL beginning October 1, 1988 through September 30, 1989, shall be as follows: (1) For the first 1,000,000 cubic feet per month, CAMPBELL shall be charged the same as all system users for a like amount as set out in Section 34-22 of the Code of Ordinances of the City of Paris. (2) Charges for all water in excess of 1,000,000 cubic feet per month shall be 34.42~ per 100 cubic feet. 7.2 Charges for water furnished to CAMPBELL beginning October 1, 1989 through September 30, 1991, shall be in accordance with the methodology used in Table RSl of Appendix C of "Water and Wastewater Rate Study", (1988) prepared by Freese and Nichols, Inc. and Reed-Stowe & Co. -5- 7.3 Every three (3) years, a detailed reven~e requirement shall be developed on an actual historical cost test year basis allowing for reasonable and necessary expenses of providing such water service and allowing for known and measurable adjustments. Such adjustments should allow for year-end trending and the spreading of non-recurring expenses over an appropriate benefit period. CITY shall be allowed an adequate opportunity to recover all of its cost of service. The first test year shall be October 1, 1989, through September 30, 1990, and the first detailed cost-of-service study shall be performed by an independent utility rate consultant during the first two (2) calendar quarters of 1991, based on audited data for the immediate past fiscal year ended September 30, 1990. On a three (3) year cycle thereafter, a complete detailed rate study will be performed with the same methodology used in the previous rate study by an independent utility rate consultant. In the interim period between complete detailed rate studies, this contract water rate shall be adjusted by CITY using the same methodology adopted at the time of the last complete detailed rate study, utilizing the actual operating data for the twelve month period ending September 30th of the prior year, adjusted for known and measurable changes in cost data which may have occurred since the last audited statement. -6- VIII. Payment of Charges 8.1 User Charges under Article VII of this Agreement shall be billed by the CITY on a monthly basis with such billing being rendered on or about the same day each month. All such charges shall be due and payable on the tenth day following the billing date and shall become delinquent after the expiration of twenty- one (21) days following the billing date. In the event CAMPBELL shall fail to make any payment required by this Agreement within twenty-one (21) days following the billing date, the CITY may suspend water service authorized by this Agreement after provid- ing CAMPBELL five (5) working days written notice of its inten- tion to suspend service. It is agreed that this section shall supersede Sections 34-29 and 34-30 of the Code of Ordinances of the City of Paris, to the extent that they concern water service, as well as any other Code of Ordinances provisions with which it may conflict. IX. Legal 9.1 It is agreed that in the event and to the extent that fire, explosion, accident, war, act of God or the public enemy or any natural disaster prevents the performance of either party hereto, such party shall be relieved of the consequences thereof, and there shall be no liability for payment on the part of CAMPBELL or for failure to deliver potable water on the part of -7- the CITY, notwithstanding any other provision of this Agreement, so long as and to the extent that performance is prevented by such cause; provided, however, that the parties shall use all due diligence in their efforts to resume performance at the earliest practical time. 9.2 This Agreement shall be in force and effect through September 30, 2003. 9.3 No officer, official or agent of the CITY has the power to amend, modify or alter this agreement or waive any of its conditions or to bind the CITY by making any promise or represen- tation not contained herein. 9.4 This Agreement, except by operation of law, shall not be assigned or transferred by either party, without the prior written consent of the other party. 9.5 The CITY will not be responsible in damages for any interruption or failure to supply water and shall be saved and held harmless from all damage of any kind, nature and description which may arise as a result of making this agreement and furnish- ing water hereunder, except where the CITY has the ability to supply the water and refuses so to do or where the CITY has failed to abide by any of its obligations under this agreement. 9.6 Any written notice required or permitted under the terms of this Agreement 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 -8- United States mail, addressed to the designated representative of the respective parties which are designated as follows: CAMPBELL CITY Vice-President, General Manager Campbell Soup (Texas), Inc. P. O. Box 116 Paris, TX 75460 City Manager City of Paris P. O. Box 9037 Paris, TX 75461-9037 With a copy to: Secretary Campbell Soup (Texas), Inc. P. O. Box 391 Camden, New Jersey 08101 With a copy to: City Clerk City of Paris P. O. Box 9037 Paris, Texas 75461-9037 9.7 If any term or provision of this Agreement shall be declared unconstitutional or void by any court of competent jurisdiction, the constitutionality and validity of the remainder of said Agreement shall not be affected thereby, and to this end the terms and provisions of said Agreement are declared to be severable. 9.8 Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent, partnership, joint venture, landlord and tenant, or any relation- ship or association whatsoever between CITY and CAMPBELL, other than as expressly set forth herein. 9.9 This Agreement sets forth the entire understanding between the parties, and any other understandings or agreements shall be cancelled and superseded by this Agreement upon the date of execution hereof. None of the terms of this Agreement shall be waived, discharged, altered or modified in any respect, except -9- by an Agreement in writing signed by both parties.and ~pecifical- 1y referring to this Agreement. The captions in this Agreement are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Agreement or any of its provisions. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Texas. The provisions of this Agreement 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. X. City's Authority to Contract 10.1 (a) The parties recognize and agree that Section 34-2 of the Code of Ordinances of the City of Paris requires that consumers or purchasers desiring water at minimum delivery pressure, particular flow rate, volume in excess of 1.5 million cubic feet per month, or which require construction of oversized additions to the City's distribution system, be delivered water pursuant to a written contract upon such terms, conditions and at such rate as may be fixed by the City Council of the City of Paris. (b) This Agreement is such a written contract. CITY OF PARIS Eric S. Clifford, Mayor -10- ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: T. K. Haynes, City Attorney CAMPBELL SOUP (TEXAS), INC. By: E. A. HERNAN, Vice President-General Manager ATTEST: Assistant Treasurer -11-