20 - Economic Development Agreement with Emerald Hospitality LLC Home 2 Suites by HiltonItem No. 20
TO: Mayor, Mayor Pro Tem, and City Council
Grayson Path, City Manager
FROM: Stephanie H. Harris, City Attorney
SUBJECT: Economic Development Agreement with Emerald Hospitality, LLC Home2 Suites by
Hilton Development
DATE: June 27, 2022
BACKGROUND: On February 28, 2022, City Council passed Resolution No. 2022-014 adopting
a Chapter 380 Retail Economic Development Program (the "Program"). Emerald Hospitality, LLC
has made application for incentives under the Program in connection with its construction of a
Home2 Suites by Hilton hotel with event space on property located at 3143 NE Loop 286 in the
city.
NOTE: Emerald Hospitality is owned by Council Member Pankaj. He has filed a conflict of
interest affidavit and will recuse himself from discussion and voting on this item.
STATUS OF ISSUE: The project qualifies for incentives under the program. The attached
proposed economic development agreement provides the following incentives:
Five Annual Property Tax Grants in an amount equal to 100% of the city's M & O property
tax assessed in the incremental taxable value attributable to the project. The grants cover
the years 2024, 2025, 2026, 2027, and 2028.
Three Annual Sales Tax Grants in the amount of 50% of the sales tax receipts in the
applicable grant period. The grants cover the years 2024, 2025, and 2026.
As consideration for these annual grants, Emerald Hospitality will invest $14,750,000.00 in
construction of the project, and shall open the hotel no later than December 31, 2023. It will
maintain the property as a Home2 Suites for the duration of the agreement. Each year for which a
grant is sought, the company will furnish requests for payment on forms provided by the city and
attached to the agreement as Exhibit B. The City will be entitled to ten room nights per year under
the conditions set forth in the agreement as well as five days per year use of the event space.
NOTE: The agreement is virtually identical to the agreement City Council approved on
June 13, 2022 between the city and Paris Hotels, LP for the construction of a Marriott dual
branded hotel on North Main St. save for the addition of language regarding the event space.
The incentives contained herein are the same.
BUDGET: The city will obligate itself to pay three annual sales tax grants and five annual property
tax grants. The grants function essentially as rebates so the city will not have to dip into existing
property tax revenues to pay them. Regarding the sales tax grants, the budget impact is difficult to
determine at this time. Hotels usually generate little in the way of sales taxes, but the company has
plans to include a bar in the development, so that will impact sales tax revenues in a way yet to be
determined. Of course, while hotel occupancy taxes are not strictly speaking a budgetary item
given the city's contract with the Lamar County Chamber of Commerce to manage such taxes, the
project, once open, should be a welcome new generator of HOT.
RECOMMENDATION: Motion to adopt a resolution approving a Chapter 380 economic
development agreement with Emerald Hospitality, LLC related to the development and
construction of a Home 2 Suites and hotel and event space and authorizing the Mayor to execute
same on behalf of the city.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS
APPROVING AND AUTHORIZING AN ECONOMIC DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY OF PARIS, TEXAS AND
EMERALD HOSPITALITY, LLC; MAKING OTHER FINDINGS AND
PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE
DATE.
WHEREAS, Emerald Hospitality, LLC, ("Company") is the owner of certain
undeveloped real property ("Property") in the City upon which the Company wishes to
construct a hotel with event space, comprising a Home 2 Suites by Hilton (the "Project" or
the "Hotel"); and,
WHEREAS, the City wishes to incentivize the construction of said hotel development;
and
WHEREAS, the Company has advised the City that an agreement with the City to
provide economic incentives to the Company as set forth herein would be a contributing
factor that would assist the Company to develop the property; and
WHEREAS, the Company has committed to cause a capital investment of a minimum
of fourteen million seven hundred and fifty thousand dollars ($14,750,000.00) to construct
said hotel; and
WHEREAS, the City has adopted programs for promoting economic development and
this Agreement and the economic development incentives set forth herein are given and
provided by the City pursuant and in accordance with those programs; and
WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and
Chapter 380 of the Texas Local Government Code to provide economic development
incentives to promote local economic development and to stimulate business and
commercial activity in the City; and
WHEREAS, the City has determined that making economic development grants in
accordance with this Agreement is in accordance with the City's economic development
program and will: (i) further the objectives of the City; (ii) benefit the City and the City's
inhabitants; and (iii) promote local economic development and stimulate business and
commercial activity in the city;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS, THAT:
Section 1. The findings set out in the preamble to this resolution are hereby in all
things approved.
Section 2. That the terms of the Economic Development Agreement and the
property the subject thereof meet the City's Chapter 380 Retail Economic Development
Program adopted by the City of Paris by Resolution No. 2022-014 and will lead to the
economic development of the Program Area described in said Resolution No. 2022-014.
Section 3. That the terms and conditions of the proposed Agreement attached
hereto as Exhibit A, having been reviewed by the City Council of the City of Paris and found
to be acceptable and in the best interests of the City of Paris and its citizens, be, and the same
are hereby, in all things approved.
Section 4. That the City Manager is hereby authorized to execute the 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 the Agreement attached hereto as Exhibit
A.
Section 5. That the planned use of the property the subject of the economic
development agreement will not constitute a hazard to public safety, health, or morals.
Section 6. That this approval and execution of the agreement on behalf of the City
is not conditioned upon approval and execution of any other tax abatement agreement by
any other taxing entity.
PASSED AND APPROVED this 27th day of June, 2022.
Paula Portugal, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris, City Attorney
ECONOMIC DEVELOPMENT AGREEMENT
Home 2 Suites by Hilton
This Economic Development Agreement ("Agreement") is made by and between
the City of Paris, Texas ("City"), a Texas home rule municipal corporation, and Emerald
Hospitality, LLC, a Texas limited liability company ("Company'), acting by and through
their respective authorized officers.
WITNESSETH:
WHEREAS, the Company is the owner of certain undeveloped real property
("Property") in the City, upon which Company wishes to construct a hotel with event
space, comprising a Home 2 Suites by Hilton (the "Project" or the "Hotel"); and
WHEREAS, the City wishes to incentivize the construction of said Hotel
development; and
WHEREAS, the Company has advised the City that an agreement with the City to
provide economic incentives to the Company as set forth herein would be a contributing
factor that would assist the Company to develop the property; and
WHEREAS, the Company has committed to cause a capital investment of
FOURTEEN MILLION SEVEN HUNDRED AND FIFTY THOUSAND AND NO/100
DOLLARS ($14,750,000.00) to construct said Hotel; and
WHEREAS, the City has adopted programs for promoting economic development
and this Agreement and the economic development incentives set forth herein are given
and provided by the City pursuant and in accordance with those programs; and
WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and
Chapter 380 of the Texas Local Government Code to provide economic development
incentives to promote local economic development and to stimulate business and
commercial activity in the City; and
WHEREAS, the City has determined that making economic development grants in
accordance with this Agreement is in accordance with the City's economic development
program and will: (i) further the objectives of the City; (ii) benefit the City and the City's
inhabitants; and (iii) promote local economic development and stimulate business and
commercial activity in the city;
NOW, THEREFORE, in consideration of the foregoing, and on the terms and
conditions hereinafter set forth, and other valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
Article I—Term
This Agreement shall be effective on the last date of execution hereof ("Effective
Date") and shall continue until the Expiration Date, unless sooner terminated as provided
herein.
Article II—Definitions
"Annual Grants" or "Grants" may refer to Annual Property Tax Grants or Annual
Sales Tax Grants or to both collectively.
"Annual Property Tax Grants" shall mean five (5) annual grants each in an amount
equal to one hundred percent (100%) of the City's maintenance and operations property
taxes assessed on the incremental taxable value of the Property attributable to the Project
over and above the Base Value in the calendar years 2024, 2025, 2026, 2027, and 2028.
"Annual Sales Tax Grants" shall mean three (3) annual grants each in the amount
equal to fifty percent (50%) of the Sales Tax Receipts for each applicable Grant Period,
to be paid to the Company as set forth herein. The amount of each Annual Sales Tax
Grant shall be computed by multiplying the Sales Tax Receipts received by the City by
50% for the given Grant Period, less an administrative fee charged to the City by the State
of Texas. Annual Sales Tax Grants will be paid for the calendar years 2024, 2025, and
2026.
"Bankruptcy or Insolvency" shall mean the dissolution or termination of a party's
existence as a going business, insolvency, appointment of a receiver for any part of such
party's property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
such party and such proceeding is not dismissed within ninety (90) days after the filing
thereof.
"Base Value" shall mean the value of the Property as determined by the Lamar
County Appraisal District on January 1, 2022.
"City" shall mean the City of Paris, Texas.
"Company' shall mean Emerald Hospitality, LLC, a Texas limited liability
corporation.
"Consummated" shall have the same meaning assigned by Texas Tax Code,
Section 321.203 or its successor..
"Expiration Date" shall mean June 1, 2029.
"Event Space" shall mean the convention and event space comprising a portion of
the Hotel premises.
"Force Majeure" shall mean any contingency or cause beyond the reasonable
control of a party including, without limitation, acts of God or the public enemy, war, riot,
civil commotion, insurrection, government or de facto government action, fires, explosions
or floods, strikes, slowdowns, or work stoppages (unless caused by the intentionally
wrongful acts or omissions of the party).
"Grant Period" shall mean a full calendar year. The first Grant Period shall
commence on January 1, 2024 through and including December 31, 2024. Additional
Grant Periods for the Annual Property Tax Grants will be the calendar years 2025, 2026,
2027, and 2028. Additional Grant Periods for the Annual Sales Tax Grants will be the
calendar years 2025 and 2026.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes,
excises, license and permit fees, and other charges, by public or governmental authority,
general and special, ordinary and extraordinary, foreseen and unforeseen, which are or
may be assessed, charged, levied, or imposed by any public or government authority on
the Company or any property or any business owned by Company within the City.
"Improvements" shall mean the construction, equipping, and furnishing of a Home
2 Suites by Hilton hotel and event space.
"Payment Request" as it relates to an Annual Sales Tax Grant shall mean a written
request from Company to the City for payment of the applicable Annual Sales Tax Grant
for the applicable Grant Period. "Payment Request" as it relates to an Annual Property
Tax Grant shall mean a written request from the Company for the City to remit the Annual
Property Tax Grantfor the applicable Grant Period. The Payment Requests for the Annual
Grants may be made concurrently and in the same document.
"Property" shall mean the 4.599 acre tract described as City of Paris, Block 318,
Lot Part of 7, located at 3143 Northeast Loop 286, Paris, Texas, LCAD #18785 and more
fully described in Exhibit A, attached hereto and incorporated herein by reference.
"Required Capital Investment' shall mean a capital investment of $14,750,000.00
to include construction costs and the cost of tangible personal property to furnish and
equip the Hotel.
"Required Use" shall mean the Company's continuous use and occupancy of the
Property as a Home 2 Suites Hotel by Hilton and event space.
"Sales and Use Tax" shall mean the one and one quarter percent (1.25%) sales
and use tax imposed by the City pursuant to Chapter 321, Texas Tax Code, on the sale
of Taxable Items by the Retailers Consummated in the City at the Leased Premises. Sales
and Use Tax shall not include the quarter percent (.25%) economic development sales
tax collected by City pursuant to Chapter 504 of the Texas Local Government Code.
"Sales Tax Receipts" shall mean the City's receipts from the State of Texas from
the Hotel's collection of the Sales and Use Tax (it being expressly understood that the
City's one and one quarter percent (1.25%) sales and use tax receipts are being used
only as a measurement for its participation through the use of general funds), as a result
of sale of Taxable Items by Retailers for the applicable Grant Period consummated at the
Hotel premises. Sales Tax Receipts shall not include any receipts generated by the
quarter percent (.25%) economic development sales tax collected by City pursuant to
Chapter 504 of the Texas Local Government Code.
"State of Texas" shall mean the Office of the Texas Comptroller, or its successor.
"Taxable Items" shall mean both "taxable items" and "taxable services" as those
terms are defined by Chapter 151, Texas Tax Code, as amended.
Article III—Economic Development Grants
3.1 Annual Property Tax Grants. (a) Subject to the Required Capital
Investment, Required Use, and continued satisfaction of all the terms and conditions of
this Agreement, and the obligation of the Company to repay said Annual Property Tax
Grants pursuant to Article VI hereof, the City agrees to provide five (5) Annual Property
Tax Grants in an amount equal to one hundred percent (100°/x) of the taxes assessed
upon the increased value of the Property over the value of the Property as of January 1,
2022, for the calendar years 2024, 2025, 2026, 2027, and 2028.
(b) Each Annual Property Tax Grant shall be due within thirty (30) days after
receiving a Payment Request from Company for the relevant Grant Period, but in no event
before the first day of April in the years 2025, 2026, 2027, 2028, and 2029.
(c) In consideration for this ad valorem tax -based incentive, the Company
Agrees to make or cause to make the Required Capital Investment, complete the
Improvements, and open for business within eighteen (18) months of the Effective Date
of this Agreement. On or before the expiration of the 18 month period, the Company shall
present the City with an affidavit affirming that it has made or caused to have been made
the required improvements and the total capital amount of said improvements. All
improvements to the Property must conform to the City of Paris' building and fire codes
and the subdivision ordinance as applicable, and the Company must meet all permitting
and platting requirements, as applicable.
(d) Concurrent with the execution of this Agreement, the Company shall
provide to the City a copy of the printout from the Lamar County Appraisal District showing
the value of the Property as of January 1, 2022.
(e) The Company understands that the Required Use of the Property as set
forth herein is a material term hereof, and cessation of use of the Property as a Home 2
Suites Hotel by Hilton with event space will constitute an event of default of this
Agreement.
3.2 Annual Sales Tax Grants. (a) Subject to the Required Use and continued
satisfaction of all the terms and conditions of this Agreement and the obligation of the
Company to repay the Annual Sales Tax Grants pursuant to Article VI hereof, the City
agrees to provide the Company with three (3) Annual Sales Tax Grants, each in an
amount equal to fifty percent (50%) of the Sales Tax Receipts attributable to the Retailers'
sales for the calendar years 2024, 2025, and 2026. Sales Tax Receipts will be determined
by the City using sales tax revenue information derived through the State of Texas as
authorized by Texas Tax Code Sec. 321.3022.
(b) Each Annual Sales Tax Grant shall be due within thirty (30) days after
receiving a Payment Request from Company for the relevant Grant Period, but in no event
before the first day of April of 2025, 2026, and 2027. The Payment Request must include
the Company name and tax identification number under which it will be collecting and
paying Sales Tax Receipts.
(c) Adjustment Notification. The Company shall promptly notify the City in
writing of any adjustments found, determined, or made by the Company, the State of
Texas, or by an audit that results, or will result, in either a refund or reallocation of Sales
Tax Receipts or the payment of Sales and Use Tax or involving amounts reported by the
Company as subject to this Agreement. Such notification shall also include the amount of
any such adjustment in Sales and Use Tax or Sales Tax Receipts. The company shall
notify the City in writing within ninety (90) days after receipt of notice of intent of the State
of Texas to audit the Company, its Affiliates and/or its customers. Such notification shall
also include the period of such audit or investigation.
(d) Adjustments. In the event the Company files an amended sales and use
tax return or report with the State of Texas, or if additional Sales and Use Tax is due and
owing by the Company to the State of Texas, as determined or approved by the State of
Texas, affecting Sales Tax Receipts for a previous Grant Period, then the Annual Sales
Tax Grant payment for the Grant Period immediately following such State of Texas
approved amendment shall be adjusted accordingly (i.e., up or down, depending on the
facts) provided the City has received Sales Tax Receipts attributed to such adjustment.
As a condition precedent to payment of such adjustment, the Company shall provide the
City with a copy of any such amended sales and use tax return or report or notification
from the State of Texas that additional Sales and Use Tax is due and owed by the
Company to the State of Texas, as determined by the State of Texas, affecting Sales Tax
Receipts for a previous Grant Period along with the Payment Request for the next Grant
Period.
(e) Refunds and Under a ments of Grants. In the event the State of Texas
determines that the City erroneously received Sales Tax Receipts, or that the amount of
Sales and Use Tax paid to the Company exceeds (or is less than) the correct amount of
Sales and Use Tax for a previous Grant Period, for which the Company has received an
Annual Sales Tax Grant, the Company shall, within sixty (60) days after receipt of
notification thereof from the City specifying that amount by which such Annual Sales Tax
Grant exceeded the amount to which the Company was entitled pursuant to such State
of Texas determination, adjust (up or down, depending on the facts) the amount claimed
due for the Annual Sales Tax Grant for the Grant Period immediately following such State
of Texas determination. If the Company does not adjust the amount claimed due for the
Annual Sales Tax Grant payment for the Grant Period immediately following such State
of Texas determination, the City may, at its option, adjust the Annual Sales Tax for the
Grant Period immediately following the State of Texas determination. As a condition
precedent to payment of such refund, the City shall provide the Company with a copy of
such determination by the State of Texas. The provisions of this Section shall survive the
termination of this Agreement.
(f) Grant Pa ment Termination Suspension,. This payment of Annual Sales
Tax Grants shall terminate on the effective date of determination by the State of Texas or
other appropriate agency or court of competent jurisdiction that the Hotel is not a place of
business resulting in Sales and Use Taxes being due the City from the sale of Taxable
Items by the Company at the Property. In the event the State of Texas seeks to invalidate
the Hotel as a place of business where Sales and Use Tax was properly remitted to the
State of Texas (the "Comptroller Challenge"), the payment of Annual Sales Tax Grants
by the City hereunder shall be suspended until such Comptroller Challenge is resolved in
whole favorably to the City. In such event, the Company shall not be required to return or
refund Annual Sales Tax Grants previously received from the City provided the Company
is actively defending against and/or contesting the Comptroller Challenge and the
Company promptly informs the City in writing of the Company's actions and with copies
of all documents and information related thereto. In the event the Comptroller Challenge
is not resolved favorably to the City and/or in the event the State of Texas determines
that the Hotel is not a place of business where the Sales and Use Tax was properly
remitted to the State of Texas, and Sales and Use Tax Receipts previously paid or
remitted to the City relating to the Hotel are reversed and required to be repaid to the
State of Texas, then the obligation to pay the Annual Sales Tax Grants shall terminate
and the Company shall refund all Annual Grants received by the Company from the City
that relate to the Comptroller Challenge, which refund shall be paid to the City within forty-
five (45) days of the date that the Comptroller Challenge require the City to repay Sales
and Use Tax Receipts.
Article IV—Limitations on Annual Grants
4.1 Current Revenue. The Annual Property Tax Grants and Annual Sales Tax
Grants made hereunder shall be paid solely from lawfully available funds that have been
appropriated by the City. Under no circumstance shall City's obligations hereunder be
deemed to create any debt within the meaning of any constitutional or statutory provision.
The Grants shall be paid solely from annual appropriations from the general funds of the
City or from such other funds of the City as may be legally set aside for such purpose
consistent with Article III, Section 52(a) of the Texas Constitution. Further, City shall not
be obligated to pay any commercial bank, lender, or similar institution for any loan or
credit agreement made by Company. None of the City's obligations under this Agreement
shall be pledged or otherwise encumbered in favor of any commercial lender and/or
similar financial institution.
4.2 Grant Limitations. Under no circumstances shall the obligations of the
City hereunder be deemed to create any debt within the meaning of any constitutional or
statutory provision; provided, however, City agrees during the term of this Agreement to
make a good faith effort to appropriate funds each year to pay the Grants for the then
ensuing fiscal year. Further, the City shall not be obligated to any commercial bank,
lender, or similar institution for any loan or credit agreement made by the Company. None
of the City's obligations under this Agreement shall be pledged or otherwise encumbered
in favor of any commercial lender and/or similar financial institution.
4.3 Indemnification. The Company agrees to defend, indemnify and hold
the City, its respective officers, agents, and employees (collectively, the "City")
harmless from and against any and all reasonable liabilities, damages, claims,
lawsuits, judgments, attorney fees, costs, expenses, and any cause of action that
directly relates to any of the following: any claims or demands by the State of Texas
that the City has been erroneously or over -paid Sales and Use Tax for any period
during the term of this Agreement as the result of the failure of the Company to
maintain a place of business at the Property or in the City, or as a result of any act
or omission or breach or non-performance by the Company under this Agreement
except that the indemnity provided herein shall not apply to any liability resulting
from the actions or omissions of the City. The provisions of this section are solely
for the benefit of the parties hereto and not intended to create or grant any rights,
The City's obligation to pay the Annual Grants shall be conditioned upon the
compliance and satisfaction by the Companyof the terms and conditions of this
Agreement and each of the conditions set forth in this Article V.
5.2 Mf!d Standing. The Companynot have an uncured!;
*f this Agreement.
Company5.3 Room Nights. Subject to availability and reasonable advance notice, the
agrees to tduring
the City may utilize these room nights. A room night shall be the use of one room per
nights allotted to the City per this section. Notwithstanding the foregoing, on an annual
basis, Company shall provide to the City by January 31 st of each year this Agreement is
in effect, certain proposed "blackout dates" which the City cannot utilize for purposes of
this Section; provided however, the "blackout dates" shall be subject to the mutual
agreement the a
Agreement5.4 Event Center Use. Subject to availability and reasonable advance notice,
the Company agrees to provide the City with five (5) days' use of the event space every
year during which the City may utilize the space Notwithstanding the foregoing, on an
annual basis, Company shall provide to the City by January 31st of each year this
proposed "blackout iti"cannot
purposesi`; provided however, the "blackout dates" 1,'^ subject
mutual agreement ;
5.5 Required Use. During the period beginning on the E-6ective Date anU
continuing until the Expiration Date, the Leased ;
purpose other than the Required Use, and the operation of the Leased Premises in
conformance f Required Us" shall not ceasemore 0 continuous
days except connection ! ! the extent of of Force Majeure.
Article VI—Termination; Repayment
6.1 Termination. This Agreement shall terminate upon any one of the following:
(a) by written agreement of the parties;
(b) Expiration Date;
(c) by either party in the event the other party breaches any terms or conditions of
this Agreement and such breach is not cured within thirty (30) days after written
notice thereof;
(d) by City, if Company suffers an Event of Bankruptcy or Insolvency;
(e) by City, if any Impositions owed to the City or the State of Texas by Company
shall become delinquent (provided, however, that the Company retains the right
to timely and properly protest and contest any such Impositions); or
(f) by either party, if any subsequent Federal or State legislation or any decision
of a court of competent jurisdiction declares or renders this Agreement invalid,
illegal, or unenforceable.
6.2 Repayment. In the event the Agreement is terminated by the City at any
time during the Grant Periods pursuant to Section 6.1(c) (following an uncured breach by
the Company), (d), (e), or (f) (provided such legislation or decision requires repayment of
the Annual Grants), the Company shall immediately repay to the City an amount equal to
the Annual Grants previously paid by the City to the Company as of the date of such
termination, plus interest at the rate periodically announced by the Wall Street Journal as
the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease
to exist or cease to announce a prime or base lending rate, then at the annual rate of
interest from time to time announced by Citibank, N.A. (or by any other New York money
center bank selected by the City) as its prime or base commercial lending rate, which
shall accrue from the date of the first payment of the Annual Grants during such period
until paid.
6.3 Right of Offset. The City may, at its option, offset any amounts due and
payable under this Agreement against any debt (including taxes) lawfully due to the City
from the Company, regardless of whether the amount due arises pursuant to the terms
of this Agreement or otherwise and regardless of whether or not the debt due the City has
been reduced to judgment by a court.
Article VII—Miscellaneous
7.1 Binding Agreement. The terms and conditions of this Agreement are
binding upon the successors and assigns of the parties hereto. This Agreement may not
be assigned without the express written permission of the City.
7.2 Limitation on Liability. It is understood and agreed between the parties
that the Company, in satisfying the conditions of this Agreement, has acted
independently, and the City assumes on responsibilities or liabilities to third parties,
including but not limited to the Retailers, in connection with these actions. The Company
agrees to indemnify and hold harmless the City from all such claims, suits, and
causes of action, liabilities, and expenses of any nature whatsoever by a third party
arising out of the Company's failure to perform its obligations under this
Agreement.
7.3 No Joint Venture. It is acknowledged and agreed by the parties that the
terms hereof are not intended to and shall not be deemed to create a partnership or joint
venture among the parties.
7.4 Authorization. Each party represents that it has full capacity and authority
to grant all rights and assume all obligations that are granted and assumed under this
Agreement.
7.5 Notice. All notices and communications under this Agreement to be mailed
to City shall be sent to the address of City's agent as follows, unless and until the
Company is otherwise notified:
City Manager
City of Paris
Post Office Box 9037
Paris, Texas 75461
With a copy to:
City Attorney
City of Paris
Post Office Box 9037
Paris, Texas 75461
notified:Notices and communications to be mailed or delivered to the Company shall be
sent to the address of the Company as follows, unless and until the City is otherwise
Paris,2650 N. Main St.
Texas
75460
%9,112,1 M I I 1pq 0 1.1M
of this Agreement, as provided any Exhibitsattachedhereto.
7.7 Governing Law. The Agreement shall be governed by the laws of the State
of Texas without regard to any conflict of law rules. Exclusive venue for any action
concerning this Agreement shall be in a court of competent jurisdiction in Lamar County,
Texas. The parties agree to submit to the personal and subject matter jurisdiction of said
court.
7.8 Amendment. The Agreement may only be amended by
-,greement of the parties.
7.9 Legal Construction. In the event that any one or more of the provisions
contained in this Agreement,r,, for `; }, held to be invalid, illegal, or
unenforceable in any respect, such invalidity, }tomunenforceability shall not affect
1117rill, FOR 111 ! 11
constitute one and the same instrument.
is notified by the City of such violation, plus interest at the rate of 6% compounded
annually from the date of violation until paid. The Company is not liable for a violation of
this section in relation to any workers employed by a subsidiary, affiliate, or franchisee of
the Company or by a person with whom the Company contracts, including but not limited
to the Retailers.
--Signature Page to Follow--
F-11-WRIS
Janice Ellis
City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris
City Attorney
CITY OF PARIS
m
Paula Portugal
Mayor
Date Signed:
EMERALD HOSPITALITY, LLC
m
Mihir"Mark" Pankaj..................................................................................................................(Title)
Date Signed:
THE STATE OF TEXAS §
COUNTY OF LAMAR §
BEFORE ME, the undersigned authority, in and for said County, Texas, on this day
personally appeared Paula Portugal, Mayor of the CITY OF PARIS, a Texas municipal
corporation, known to me to be the person who's name is subscribed to the foregoing
instrument, and acknowledged to me that he has executed the same on the City's behalf.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF .2022.
Notary Public Lamar County, Texas
My commission expires
THE STATE OF TEXAS §
COUNTY OF LAMAR §
This instrument was acknowledged before me on the ................ day of ........................................... ................................... _. .,
2022, by Mihir "Mark" Pankaj,__m........................... of Emerald Hospitality, LLC, a Texas limited
liability corporation, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged that he executed the same on behalf of Emerald
Hospitality, LLC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF .20
Notary Public Lamar County, Texas
My commission expires
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Being 4,599'scm of land siwmd witbin the corporate limits of the City of Paris, Lmu County, Tun, said
4,599 part of the Joseph , Abstract Number 524 as well as all of a 4.599
acre bract of $o
ed m David R- Robin= B L. to (Mark) P 'and
penW buM on March 21, 2019 by W&Multy Deed recorded in LMw CMnVGlerlr's Documew Nu nber
161041-2019. The said 4.599 acres bein more tittly bymewandboun&as follows:
Beginning at a % iD� i"m rod d of a caned 1.470 of land
eonveyad from BCM to S LLC on lune 09, 2018 by W nwq Deed recorded of Lot I, B A m on
Co=y Clots Doc Number 134116-2016 and tb�t SQUIbleafft ==
the Repeat of Oats Ridge 318 Addition recor&A is Lamu County Pbd Records Envelope 461-D, and said rod
also being in the North right of way line of US Loop 286;
North IMG34" alms the Wert line of the it tract and ft But
/'bTheme o lime of the aforemezetiomd Lot 1 at a disume of 31352 feet Panh* a % imh taPPe:d (Wh ley) iron
/ rod found at The Northew corner of said Lot 1 and at the of a called 1.470 &CM US& of
/coriveyod !roe l to'BHOLE BABA CORP an October 10.. 2017 by Gftnll Wam* Deed recorded
/ in Lww Cotuay, Cterks Domment Nuacber 147483-2017 and said rod also bdn the Soudwut comer of Lot 2,
Block A of Oak Badge Addition 318 as rwor&dto LWW Ccuoty Pbd Records Envelope 455-D, and cWtibuiag
/ on ti 554.61 feat pgaft a'►4 inch capped (Whitley) izon rod fbWW at the N of said Lae 2 and at
/dw Southeast coma of a 5 foot right of way on old Plat of Oak RkIge Addition 318 recorded
/ in envelope 455-D and Confinuing on for a total dittaxwe of 559.70 fW to a h Inch Capped iron cod (Whitley)
faund at the Northwest comer of said P and at the Nogtheag camar of the efommentinned 5 foot right
Of way"Cason, and said rod also bdn in the South right of wry lite of Center Stvet (4S right of way as per
Pad Records Fzrv4ope 330-A);
Thence North 87°28'39" Bait along the Notch bourJary line of the afarementimed. Pwikaj tract and the
South ri& of way line of COM SUOK a 6aume of 454.84 fed to a % inch 101011-1) iron rod
hound a the Nwthwwt wmer of 4 called 10.487 acre uld of ha conveyed fmm David R. Robinson to
on
an December 22, 2010 by Wazranty Dead recorded in Lmmgr County Cleric's
Document
Mmnber 00 83-2010;
South 19002'20" Went, along the Want boundary line of the Lfomnerrtlomd Ymn tract, at a
distRACe
of 346.02 fett ing a. % inn, ) im and foijad at the most Northem Southwest cOrwr of said
and d the Nortbwest comer of a called 2.618 tract of load conveyed from Celtic
Bak
Corporation to Konuth LLC on Angual 12, 2013 by Warrardy Dead with Vendofe Lien recorded in Lamar
'a Documw Number 1088189-2013 and oonfimling aim& tete Wert boundary tine of said R
LLc tract fora total distanoe of 406-23 feet to a point at the NOrdmA corw of a called 1.11552 scre bud of
land cmveyed ftm David RR04MMto Tony D&M Wahm an November 1$, 2016 by Warranty
Dead
In Lmar CMMV Clerk' Docutneat Number 138291-2016 and at the NordmA Mmer of Lot 1, Block
A of DQ No. 2 Addition CB 31$ recorded in Low County Ptd Records Envelope 462-D, and from said point a
Vi incheMped(C ) iron rod finW bam, South 70°58'28" Ent a distarwe of 0.57 feet;
North 70`5B'?.6" Wast, along the North botvWfty line of the afomneWorted Walter$ ftd and the
North bowidary Una of the afhrententioned Lot 1, Block A of DQ No. 2 Addiction, a distanoe of 147.86 fad to a
% ifs capped (Cheney) iron rod found at the Nwhwest comer of MW Walters tract and the Northwest
cMM
of said Lot 1, Block A of DQ No 2 Addition;
The= South 19603'08" West„ #long the Wart line of the ned W tract and the
Wftj bour.4gry Iioe of the hfbremanfioried Lot 1, Block A of DQ No. 2 Addition, a distance of 336.53 feet to a
SS inch capped (Chaney) iron rad found at the Southwest corner of said Walters trect and ti the SOUtimm corn"
of said Lot 1, and said rod also being in the Norte right of wry tine of US Loop Number 286;
Theme North 54'45'33" Wast, along etc Worth figM of way line of GS 0L op 28 , arod distance
found of 100.79 feet to
a % Inch imn rod f md, and from said iron rod a % inch '
(
80608'03" East a distanCe of 0.07 feet;
Thtwc North 7413 3'46" West, along the Nofth right of way line of US Loop 286, a distance of 94.81 feet to
the Point of Beginning and canubft 4.599 acres of land.
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WA56]1D'IL'ImIXI RIL2wa I .._,..��3u1 ADDITION
City of Pari& Lamar County, Texas
"Preliminary Plat for inspection Purpose Only" 4.599 Acres
Not To Be Filed of Renard
.. Owncr! Developer
ALL
es1>;-' ' N.� •-^ FIRE PROTECTION 70 CODE. IR : (903) 517-1920
VE
AYTER II .�.�.�W..�,. µ.,...QREEKDIIIVE PA.,�1�I,,.0
-•— •"'--• 045TAL 5 WILLH DEVELOPER
ER AND SEWER SERVICE
[N5TALLED BY pEV'GLOPER
• T . • 3055 OAIC� (903) 517 1920