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2022-019 - Approve an Escrow Agreement with Enns Ventures relating to Development associated with the City's 5 in 5 Housing Infill Development ProgramRESOLUTION NO. 2022 - 019 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, TO APPROVE AN ESCROW AGREEMENT BETWEEN THE CITY AND ENNS VENTURES, LLC, RELATING TO DEVELOPMENT ASSOCIATED WITH THE CITY'S 5 IN 5 HOUSING INFILL DEVELOPMENT PROGRAM; AUTHORIZING THE MAYOR TO SIGN ALL DOCUMENTS RELATED TO THE AGREEMENT; MAKING OTHER FINDINGS AND PROVISIONS; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Enns Ventures, LLC (the "Developer") is acquiring certain real property (the "Property") described as City of Paris Block 98, Lot 1-A (LCAD#15470) for the purposes of constructing five (5) duplexes for a total of (10) dwelling units (the "Project") pursuant to the city's 5 in 5 Housing Infill Development Program (the "Program"); and WHEREAS, said Property is subject to a Dangerous Structure Abatement Lien dated December 8, 2009 (the "Lien) in the principal amount of $76,942.00, which principal has accumulated interest in the approximate amount of $164,534.96; and WHEREAS, the Developer has requested that the City waive said Lien to facilitate its purchase of the Property and development of the Project; and WHEREAS, in consideration for said waiver, Developer has agreed to enter into an Economic Development and Tax Abatement Agreement (the "Development Agreement) pursuant to the Program for construction of the Project, and WHEREAS, in further consideration for said waiver, Developer has agreed to post Thirty Thousand and No/100 Dollars ($30,000.00) into escrow with the City as security to ensure its performance of the requirements set forth herein and in the Development Agreement; and WHEREAS, the City Council has agreed to waive payment of the principal and interest due and owning as a result of said Lien in exchange for the execution of the Development Agreement and the deposit of the above -referenced escrow funds; and WHEREAS, the City Council wishes to authorize the Mayor to execute an Escrow Agreement and all other documents in connection therewith on behalf of the City of Paris substantially according to the terms and conditions set forth in Exhibit A, which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS THAT: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the Mayor is hereby authorized to execute an Escrow Agreement and all other documents in connection therewith on behalf of the City of Paris, substantially according to the terms and conditions set forth in agreement attached hereto as Exhib "t, and incorporated herein by reference. Section 3. This Resolution shall take effect immediately after its passage in accordance with the provisions of law. PASSED AND APPROVED this 14th day of March, 2022. ATTEST: 11 ice Ellis, City Clerk PP OVED AS TO SRM: Stepi :nie H. Harris, City Attorney Paula Portugal, Mayo ESCROW AGREEMENT This Escrow Agreement ("Escrow Agreement") is made and entered into this 14th day of March, 2022, by and between the CITY OF PARIS, TEXAS, a Texas municipal corporation (the "City") and ENNS VENTURES, LLC, a Texas limited liability corporation (the "Developer"), in connection with the development of five (5) duplexes, for ten (10) dwelling units pursuant to the City of Paris 5 in 5 Housing Infill Development Program (the "Project"); RECITALS WHEREAS, the Developer is acquiring certain real property (the "Property") described as City of Paris Block 98, Lot 1-A (LOAD#15470) for the purposes of the Project; and WHEREAS, said Property is subject to a Dangerous Structure Abatement Lien dated December 8, 2009 (the "Lien) in the principal amount of $76,942.00, which principal has accumulated interest in the approximate amount of $164,534.96; and WHEREAS, the Developer has requested that the City waive said Lien to facilitate its purchase of the Property and development of the Project; and WHEREAS, the City has agreed to waive payment of the principal and interest due and owning as a result of said Lien; and WHEREAS, in consideration for said waiver, Developer has agreed to enter into an Economic Development and Tax Abatement Agreement (the "Development Agreement") pursuant to the City's 5 in 5 Housing Infill Development Program (the "Program") to construct the Project; and WHEREAS, in further consideration for said waiver, Developer has agreed to post Thirty Thousand and No/100 Dollars ($30,000.00) into escrow with the City as security to ensure its performance of the requirements set forth herein; and NOW, THEREFORE, in consideration of the promises and the mutual obligations of the Parties contained herein, each does hereby covenant and agree with the others as follows: 1. Incorporation of Recitals and Documents. The recitals set forth above are acknowledged by the Parties to be true and correct and are hereby incorporated herein by reference. Upon execution of the Development Agreement required herein, a copy of said agreement will be attached hereto as Exhibit A and incorporated herein by reference. 2. Escrow Account/Funds Amount. To guarantee compliance with the terms of the Development Agreement, the Developer will deliver to the City funds in the amount of Thirty Thousand and No/100 Dollars ($30,000.00) (the "Escrow Account Funds"), payable to the City of Paris. City will deposit said funds into the City's General Fund but segregate the funds into a separate account for accounting purposes (the "Escrow Account"), and shall keep said funds segregated and untouched until such time as this Escrow Agreement terminates under the terms herein. Said account shall be entitled "Enns Ventures Escrow Account." 3. Disbursements from Escrow Account. a. The parties agree that the Escrow Account Funds on deposit with the City shall not accrue interest. b. The deposit of the Escrow Account Funds by the Developer will be made to ensure that Developer enters into the Development Agreement under the Program and completes the improvements required thereunder. Said improvements include the development of five (5) duplexes, for ten (10) dwelling units at the Property located at the corner of 7th St. SW and Henderson St., otherwise described as City of Paris Block 98, Lot 1-A (LCAD#15470). Failure to either enter into the Development Agreement or to perform as required by said Development Agreement shall constitute a default of this Escrow Agreement. c. The Escrow Account Funds shall not be used or pledged by the Developer for any other purpose during the period the Escrow Account is in effect. Upon satisfactory completion of the Project, as shall be determined by the City Manager or his designee in writing, money in the Escrow Account, shall be released to the Developer. d. If in the judgment of the City the Developer defaults as the same is defined in the Development Agreement or as in Paragraph 3.b. herein, or otherwise fails to comply with the terms of the Development Agreement, or otherwise fails to complete the required improvements to the satisfaction of the City Manager or his designee in accordance with the terms of the Development Agreement and City approved plans and specifications, the Developer shall forfeit the right to the return of said funds. In that event, City shall transfer the Escrow Account Funds out of the Escrow Account, and said funds will become available for use by the City for any purpose within the City's General Fund. e. The City will promptly notify the Developer of the transfer of the Escrow Account Funds out of the Escrow Account. The consent of the Developer to said transfer shall not be required or solicited. f. The City shall be the sole beneficiary of the Escrow Account. g. As Escrow Agent hereunder, the City, acting in such capacity, shall have no duties or responsibilities except for those expressly set forth herein. h. The Developer shall indemnify and hold harmless the City against any loss, damage or liability, including, without limitation, attorney's fees which may be incurred by the City in connection with this Escrow Agreement, except any such loss, damage or liability incurred by reason of the negligence or willful misconduct of the City. i. All indemnification obligations shall survive termination, expiration or cancellation of this Escrow Agreement. 4. Notices. Any notice provided for or permitted under this Escrow Agreement, unless otherwise provided herein, will be treated as having been received (a) when delivered personally, (b) when sent by confirmed facsimile or (c) three (3) days following when sent by certified mail, to the party to be notified, at the address set forth below, or at such other place of which the other party has been notified in accordance with the provisions of this paragraph. a. If to the Developer, at: Enns Ventures, LLC. b. If to the City, at: City of Paris P.O. Box 9037 Paris, Texas 76561 Such notice will be treated as having been received upon actual receipt if actual receipt occurs earlier than as provided in clauses (a) through (c) hereof. Notwithstanding the foregoing. 5. Termination. This Escrow Agreement shall terminate and be of no force or effect upon the completion of the terms and conditions contained herein and completion of the Project as described herein and in the Development Agreement. 6. General Terms. a. Voluntary and Knowing Action. The parties, by executing this Escrow Agreement, state that they have carefully read this Escrow Agreement and understand fully the contents thereof; that in executing this Escrow Agreement they voluntarily accept all terms described herein without duress, coercion, undue influence, or otherwise, and that they intend to be legally bound thereby. b. Authorized Signatories. The parties each represent and warrant to the other that (1) the persons signing this Escrow Agreement are authorized signatories for the entities represented, and (2) no further approvals, actions or ratifications are needed for the full enforceability of this Escrow Agreement against it; each party indemnifies and holds the other harmless against any breach of the foregoing representation and warranty. c. Successors and Assigns. This Escrow Agreement may not be assigned by the Developer without the prior written consent of the City. This Escrow Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No other person has any rights, interest, or claims hereunder or is entitled to any benefits under or on account of this Escrow Agreement as a third -party beneficiary or otherwise. d. Modifications/Amendment. Any alterations, variations, modifications, amendments or waivers of the provisions of this Escrow Agreement shall only be valid when they have been reduced to writing, and signed by authorized representative of the parties. e. Governing Law. This Escrow Agreement shall be deemed to have been made and accepted in Lamar County, Texas, and the laws of the State of Texas shall govern any interpretations or constructions of this Escrow Agreement without regard to its choice of law or conflict of laws principles. Any litigation regarding this agreement will be adjudicated in a court of competent jurisdiction in Lamar County, Texas. f. No Waiver. Nothing in this Escrow Agreement shall be construed to waive any immunities or limitations to which the City is entitled. No waiver by any party to this Escrow Agreement of any condition or of any breach of any provision of this Escrow Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained in this Escrow Agreement. g. Entire Agreement. These terms and conditions herein constitute the entire agreement between the parties regarding the subject matter hereof. All discussions and negotiations are deemed merged in this Escrow Agreement. h. Headings and Captions. Headings and captions contained in this Escrow Agreement are for convenience only and are not intended to alter any of the provisions of this agreement and shall not be used for the interpretation of the validity of the agreement or any provision hereof. i. Cooperation. The parties hereto agree to cooperate with one another in the performance of their respective obligations and responsibilities set forth in this Escrow Agreement. The parties further agree to execute and deliver such other and additional documents and instruments as may be reasonably necessary to accomplish the purposes of this Escrow Agreement. j. No joint venture or partnership. The parties hereto agree that they will be independent contractors in performing their respective obligations under this Escrow Agreement. This Escrow Agreement is not intended to create nor does it create, a relationship of partners or joint ventures between the parties hereto. k. Severability. The invalidity or unenforceability of any provision of this Escrow Agreement shall not affect the validity or enforceability of any other provision. Any invalid or unenforceable provision shall be deemed severed from this Agreement to the extent of its invalidity or unenforceability, and this Escrow Agreement shall be construed and enforced as if the agreement did not contain that particular provision to the extent of its invalidity or unenforceability. 1. Force Majeure. The City shall not be liable to the undersigned for any loss or damage arising out of any acts of God, strikes, equipment, or transmission failure, war, terrorism, or any other act or circumstance beyond the reasonable control of City. in. Compliance with Laws. The parties hereto shall abide by all Federal, State and local laws, statutes, ordinances, rules, and regulations now in effect or hereinafter adopted pertaining to the subject matter hereof. n. Non -Discrimination. The provisions of any applicable law or ordinance relating to civil rights and discrimination shall be considered part of this Escrow Agreement as if fully set forth herein. o. Execution. This Escrow Agreement may be executed simultaneously in two or more counterparts that, when taken together, shall be deemed an original and constitute one and the same document. The signature of any party to the counterpart shall be deemed a signature to the Agreement, and may be appended to, any other counterpart, facsimile and email transmissions of executed signature pages shall be deemed as originals and sufficient to bind the executing party. (Remainder of page left intentionally blank.) IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney THE CITY OF PARIS, TEXAS LIN Paula Portugal, Mayor BEFORE ME, the undersigned authority, on this day personally appeared Paula Portugal, Mayor of the City of Paris, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 14th day of March, 2022. Notary Public, State of Texas BEFORE ME, the undersigned authority, on this day personally appeared Ronnie Enns, (title) of Enns Ventures, LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 14th day of March, 2022. Notary Public, State of Texas