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16 - Lionshead Development AgreementNo. 16 Memorandum TO: Mayor, Mayor Pro Tem & City Council FROM: Grayson Path, City Manager Stephanie Harris, City Attorney Rob Vine, Assistant City Manager SUBJECT: Lionshead Development Agreement DATE: May 22, 2023 BACKGROUND: For the last several years the City, PEDC and Lionshead Paris, LLC, have been in negotiations to expand their company into Paris. They are planning on building a 120,000 square foot facility in the Northwest Industrial Park for the development, manufacturing, and distribution of tire and wheel assemblies and component parts for the recreation vehicle, marine, livestock, cargo and utility trailer industries. They have committed to constructing a facility with an approximate capital investment of $23 million and to create between 15 and 40 new jobs. On April 28, 2021, Maureen Hammond, PEDC Executive Director, and I discussed the possibility of partnering with Lionshead with respect to the construction and installation of water infrastructure. Lionshead is required by the fire code to build a fire suppression loop around their building with hydrants to assist the Fire Department with fighting any fires should they occur. We decided to propose a mutually beneficial arrangement whereby, rather than Lionshead constructing a private fire suppression loop, the city would construct a bigger, public loop in the public right- of-way (ROW) with Lionshead connecting laterals inward to provide the required hydrants to fire code. This arrangement would benefit the city by extending our public infrastructure westward in the industrial park, setting us up for potential expansion should another prospect arise to the west and/or south at reduced cost to the taxpayers because the company would be contributing financially to the project. As a part of the development agreement, we would cap their expense at what they would have spent originally. In other words, it would cost them no more than they would have spent, with us paying above and beyond (there would be greater linear footage in water lines in the ROW than they would have needed internally). The benefit to Lionshead would be that the arrangement would give them the same end product at the same cost, but relieve them of any future maintenance obligations of a private water line, as the city would maintain the newly constructed public line. As noted, the city would receive funding assistance to expand our publicly -owned water line westward, making more land in the industrial park site ready for future development. On June 2, 2021, Council Member Pankaj, Maureen Hammond, Chris Donnan, Michael Smith, Andrew Mack and I spoke with Gary Graham (owner of Lionshead) and other Lionshead representatives. We pitched to them our proposal and they were supportive. They agreed to have their engineers work with our engineers to design this. Over the next two years, the project progressed until recently becoming ready for this agreement to be finalized and brought before you. There has been a fair amount of discussion, clarification and negotiation along the way to get to this point. Last summer, when we thought the Lionshead project was ready to move forward, due to supply shortages and delivery delays, the decision was made to transfer approximately 3,000 linear feet of water lines from the project occurring at the Gene Stallings Industrial Park to the Lionshead Project in order to be ready to go when this agreement was finalized. The goal was then to utilize the reimbursement from Lionshead to replenish our lines and go back to working in the Gene Stallings Industrial Park. In addition, the PEDC was awarded a large EDA Grant whereby the City's proposed water improvements in the Northwest Park serves as critical match to the funding. STATUS OF ISSUE: The proposed agreement was originally written such that Lionshead would pay the City the net $250k figure upfront prior to work beginning on the water lines. It now provides that the city will begin construction upon signing the agreement, but Lionshead will make an installment payment of t/4 of their total financial obligation on or before July 1St, with the remaining installment of 3/4 being paid on or before October 1St. Lionshead has indeed started work on the site, the public improvements would still benefit the rest of the NW Industrial Park, and our public improvements are critical to the match for the EDA grant. At this point, I feel that we need to proceed; however we might consider adding language designed to protect the rate payers, such that if Lionshead, for whatever reason, were not to pay the initial installment in a timely manner, the city would not activate the water infrastructure to their facility, and if they miss the second installment, we would deactivate the line. The primary risk to the city in building the water line prior to receiving their full payment is that we do not collect payment and cannot replenish our water line stock for the work occurring at the Gene Stallings Industrial Park. BUDGET: Lionshead would compensate the City $250,574.08, with a first installment on July 1St of $62,500.00 and a second installment on October 1St of $188,074.08. The city would then turn around and use this to replenish as much of our stock of water lines pulled from the Gene Stallings Industrial Park project, as possible, to try and finish that project. OPTIONS: 1. Approve the Development Agreement as drafted. 2. Request edits to the Development Agreement; examples: a. Should Lionshead not make their payment, the City will not activate (or will deactivate) the water line servicing their facility. b. Require Lionshead to make the '/4 installment payment prior to work beginning. c. Require Lionshead to make the full payment prior to work beginning. 3. Reject the Development Agreement requiring us to renegotiate completely or Lionshead to install a private line around their building. RECOMMENDATION: I would recommend the City Council consider language along the lines of option #2 above, however, I will support whatever the City Council determines best. We do want this business to come to Paris, as evidenced by the Council's granting Lionshead a tax abatement last year, but we must also look out for the best interests of our utility rate payers and tax payers when spending their funds (including AR -PA). RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS APPROVING AND AUTHORIZING A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF PARIS, TEXAS AND LIONSHEAD PARIS, LLC; AUTHORIZING THE CITY MANAGER TO EXECUTE SAME ON BEHALF OF THE CITY OF PARIS; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on or about June 27, 2022, the City Council approved a Tax Abatement Agreement with Lionshead Paris, LLC ("Developer") in connection with Developer's construction in the Northwest Industrial Park of a 120,000 square foot facility for the development, manufacturing, and distribution of tire and wheel assemblies and component parts for the recreation vehicle, marine, livestock, cargo, and utility trailer industries (the "Facility"); and WHEREAS, in connection with the construction of the Facility, Developer previously planned to install a private twelve (12) inch looped water line system of an estimated 2,322 Linear Feet to serve the water and fire flow needs of the Facility (the "Private Line") pursuant to City building and fire codes; and WHEREAS, the City finds it desirable and in the best interest of its residents to partner with Developer to upsize the previously planned Private Line to have been located within the Developer's property and instead construct a larger public 12 -inch water line loop in the public Right of Way of approximately 3,100 Linear Feet (the "Public Line") which can serve both the Developer's Facility via lateral connections as well as future development of the Industrial Park to be constructed on land within the Industrial Park owned by the Paris Economic Development Corporation located further west and south of the Facility; and WHEREAS, this arrangement will benefit the Developer by relieving it of maintenance costs associated with a Private Line once the Public Line is constructed, and it will benefit the City by obtaining Developer's financial contribution to construction of the Public Line; and WHEREAS, Tex. Loc. Gov. Code Chapter 380 authorizes the City to enter into agreements with private parties for the purposes of economic development; and WHEREAS, the ("Developer") has advised the City that a Development Agreement with the City as set forth herein would be a contributing factor that would assist the Company to develop the property; and WHEREAS, construction of the Facility will result in Developer's investing approximately $23,000,000.00 in the City and will create at least 15 and as many as 40 new jobs; and WHEREAS, the City Council of the City of Paris has found that construction of the Public Line constitutes a public purpose in that it will support the construction of Developer's Facility and the capital investment and job creation associated therewith as well as future growth and development in the Industrial Park. 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 Development Agreement will lead to the economic development in the City. Section 3. That the terms and conditions of the proposed Development 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 Development Agreement on behalf of the City of Paris in a form substantially conforming with the terms and conditions set forth in the Development Agreement attached hereto as Exhibit A. PASSED AND APPROVED this 22nd day of May, 2023. Reginald B. Hughes, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney DEVELOPMENT AGREEMENT Between the City of Paris, Texas and Lionshead Paris, LLC Re: Water Line Development Project This Development Agreement (the "Agreement") is entered into by and between the City of Paris, Texas, a Texas Home Rule Municipal Corporation ("City") and Lionshead Paris, LLC, a .IT_ ............... [state] limited liability corporation ("Developer') for the construction of a 12 -inch public looped water line serving a 120,000 square foot plant, to be constructed and owned by Developer, as well as the Northwest Industrial Park in the City. WITNESSETH: I. Effective Date 1.1 This Agreement shall take effect upon the last date of execution hereof. II. Recitals 2.1 The Recitals set forth herein are a part of the terms of this Agreement for all purposes. 2.2 The City is entering into this Agreement pursuant to the authority of Tex. Loc. Gov. Code Chapter 380. 2.3 Developer owns property (the "Site") located in the Northwest Industrial Park (the "Industrial Park") within the City of Paris, more fully described in Exhibit A attached hereto and incorporated by reference, upon which it is undertaking construction of a 120,000 square foot facility for the development, manufacturing, and distribution of tire and wheel assemblies and component parts for the recreation vehicle, marine, livestock, cargo, and utility trailer industries (the "Facility"). 2.4 Construction of the Facility will result in Developer's investing approximately $23,000,000.00 in the City and will create at least 15 and as many as 40 new jobs. 2.5 Currently, there is waterline infrastructure serving the eastern edge of the Site: however, there is no waterline infrastructure serving the remainder of the Industrial Park to the west. 2.6 Consequently, in connection with the construction of the Facility, Developer previously planned to install a private twelve (12) inch looped water line system of an estimated 2,322 Linear Feet to serve the water and fire flow needs of the Facility (the "Private Line") pursuant to City building and fire codes. 2.7 The City finds it desirable and in the best interest of its residents to partner with Developer to upsize the previously planned Private Line to have been located within the Developer's property and instead construct a larger public 12 -inch water line loop in the public Right of Way of approximately 3,100 Linear Feet (the "Public Line") which can serve both the Developer's Facility via lateral connections as well as future development of the Industrial Park to be constructed on land within the Industrial Park owned by the Paris Economic Development Corporation located further west and south of the Facility. 2.8 The City and Developer (the "Parties") have agreed that the City will construct the Public Line in lieu of the previously planned Private Line, and that Developer will pay City a contribution to the public line as calculated in Paragraph 2.9 herein according to the schedule set forth in Paragraph 4.1 herein. 2.9 For the purposes of this Agreement, City engineering staff has compiled the following estimated costs: Cost of the previously planned Private Line: FIVE HUNDRED EIGHTY-SIX THOUSAND THREE HUNDRED AND ONE DOLLARS AND 15/100 CENTS ($586,301.15). See the Preliminary Opinion of Probable Construction Cost attached hereto as Exhibit B and incorporated herein by reference. ii. Developer's Cost of the lateral lines and related improvements necessary to connect to the Public Line (the "Lateral Lines") for Developer's water and fire flow needs as required in the building and fire codes, and in lieu of the previously planned Private Line: THREE HUNDRED THIRTY-FIVE THOUSAND SEVEN HUNDRED TWENTY-SEVEN DOLLARS AND 07/100 CENTS ($335,727.07). See the Preliminary Opinion of Probable Construction Cost attached hereto as Exhibit C and incorporated herein by reference. iii. The above estimates are based on known market values as of the signing of this Agreement. Developer agrees with these estimates for the purposes of this Agreement. In an effort to simplify this Agreement and to provide certainty in the cost allocation between the Parties, the Parties agree to use same for the purposes of calculating Developer's contribution to the construction of the Public Line set forth in paragraphs 2.9.iv and 4.1. iv. The net difference between estimates for the previously planned Private Line (Exhibit B) and the estimated cost to Developer of the Lateral Lines (Exhibit C) is TWO HUNDRED FIFTY THOUSAND FIVE HUNDRED SEVENTY-FOUR DOLLARS AND 08/100 ($250,574.08), which amount shall be Developer's contribution to the construction of the Public Line. 2.10 The City Council of the City of Paris has found that construction of the Public Line constitutes a public purpose in that it will support the construction of Developer's Facility and the capital investment and job creation associated therewith as well as future growth and development in the Industrial Park. III. The Public Line and Lateral Lines 3.1 The City will construct the Public Line in the Industrial Park to which Developer will tap in to serve the needs of its Facility. The City will construct the Public Line as designed and engineered by Developer and in the location shown in Exhibit D. The City will provide labor and materials for installation of the Public Line. 3.2 Developer will provide City with fittings including 12 -inch x 6 -inch anchor tees, valves, and mega lugs necessary for connection of Developer's Lateral Lines (see paragraph 3.3) which City will install in connection with its installation of the Public Line. Should Developer be unable to acquire such fittings prior to commencement of installation of the Public Line, City will provide 12 -inch x 6 -inch anchor tees manufactured by Sigma and/or Tyler Union, mega lugs manufactured by Smith Blair, and valves manufactured by Mueller, all of which are suitable for use in connecting the Lateral Lines to the Private Line. In the event that City supplies such fittings, Developer will reimburse the City in kind for those materials. Said reimbursed materials shall be of the same make, by the same manufacturers, and in the same number as those provided to Developer by the City under this paragraph. 3.3 Developer will be responsible for constructing lateral lines and associated improvements (the "Lateral Lines") required to tap in to the Public Line to serve the Facility in accordance with Exhibit D as may be amended in the future to better accommodate the needs of the Facility, including but not limited to providing the materials for those lateral lines. Developer will undertake such construction in conformance with all building, plumbing, and fire codes of the City as well as the City's Subdivision Ordinance and will obtain all required permits therefor. Construction of the lateral lines shall take place after City's completion of the main Public Line. 3.4 The City shall have the right to allow future taps, connections and/or extensions to the Public Line at the City's sole discretion. 3.5 The Developer shall dedicate on the Final Plat the appropriate Right of Way to the City for the construction and maintenance of the Public Line. IV. Develo er's Contribution 4.1. As a contribution to the cost of the Public Line, Developer shall remit the sum of TWO HUNDRED FIFTY THOUSAND FIVE HUNDRED SEVENTY-FOUR DOLLARS AND 08/100 ($250,574.08) in two installments to wit: On or before July 1, 2023: $62,500.00 On or before October 1, 2023: $188,074.08 Said payments shall be paid to the City by corporate check made out to the City of Paris and forwarded to City Manager at 135 Kaufman St., Paris, Texas 75460. Said sum represents the net difference of the estimated cost of the previously planned Private Line that Developer would have been required to install had the City not found it desirable to install the Public Line and. the estimated cost to Developer to install the Lateral Lines now in lieu of the previously planned Private Line. V. Construction 5.1 Upon execution of this Agreement by both parties (the Effective Date) , the City will, as soon as is practicable given weather conditions, mobilize and begin construction of the Public Line. The Parties hereby acknowledge that the Public Line must be completed prior to Developer's commencement of construction of lateral lines and other improvements related thereto. 5.2 The City will notify Developer in the manner set forth for notices in paragraph 9.3 that it has commenced construction of the Public Line, and will further notify Developer by the same means when it has completed same. 5.3 Once City has notified Developer of its completion of the Public Line, Developer may commence construction of its lateral lines and associated improvements subject to obtaining any additional permits which the City may require. 5.4 The Developer shall be responsible for all future expenses for maintenance and/or replacement for all lateral lines and services to their Facility, both in and outside of the Right of Way. City shall only be responsible for maintenance and/or replacement of the Public Line. VI. No Conflict of Interest 6.1 Developer represents and warrants that the Site does not include any Property that is owned or leased by a member of the Planning and Zoning Commission of the City of Paris, nor by a member of the City Council approving, or having responsibility for the approval of, this Agreement. VII. Conditions 7.1 The terms and conditions of this Agreement are binding upon and enforceable against and with respect to the successors and assigns of all parties hereto. 7.2 It is understood and agreed between the parties that Developer, in performing its obligations hereunder, is acting independently; the City assumes no responsibility or liability in connection therewith to third parties; and Developer agrees to indemnify and hold the City harmless therefrom. It is further understood and agreed among the parties that the City, in performing its obligations hereunder, is acting independently; the Developer assumes no responsibility or liability in connection therewith to third parties. VIII. Authority to Contract 8.1 This Agreement was authorized by resolution of the City Council at its regularly scheduled meeting on the day of , 2023, authorizing the City Manager to execute the Agreement on behalf of the City. 8.2 This Agreement was entered into by Lionshead Paris, LLC pursuant to the authority granted to the authorized official whose signature appears below. 8.3 This Agreement shall constitute a valid and binding Agreement between the City and Developer when executed in accordance herewith, regardless of whether any other taxing unit executes a similar Agreement for tax abatement. IX. Le al 9.1 Amendment. 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 representation not contained herein. 9.2 Assig_nabmility. This Agreement, except by operation of law, shall not be assigned or transferred by Developer, without the prior written consent of City, which consent shall be at the sole discretion of the City. 9.3 Notice. 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 United States mail, addressed to the designated representative of the respective parties which are designated as follows: DEVELOPER: Lionshead Paris, LLC Attn: Gary Graham and Galen Miller 305 Steury Ave. Goshen, IN 46528 CITY: CITY OF PARIS, TEXAS Attn: City Manager P.O. Box 9037 Paris, TX 75461-9037 With a cop to: City Clerk, City of Paris, Texas (address same as above) City Attorney, City of Paris, Texas (address same as above) 9.4 Severability. 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 this Agreement are declared to be severable. 9.5 Entire Agreement and Governin Law. This Agreement sets forth the entire understanding between the parties, and any other understandings or agreements shall be canceled 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 by an Agreement in writing signed by both parties and specifically 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 is performable in Lamar County, Texas, and 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, Developer, and their respective successors, and permitted assigns, if any. 9.6 Venue. Venue for any actions arising under this Agreement shall lie exclusively in the courts of Lamar County, Texas for any State Court action, and in the U.S. District Court for the Eastern District of Texas for any federal court action. 9.7 Drafting. Developer and the City have both contributed to the drafting of this Agreement, and no ambiguity, if any, contained in this Agreement shall be construed against either party. 9.8 Compliance with Laws. Developer agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Developer of any violation of such laws, ordinances, rules, or regulations, Developer shall immediately desist from and correct the violation. 9.9 Non -Discrimination Covenant. Developer, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Developer's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Developer, its personal representatives, assigns, subcontractors or successors in interest, Developer agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 9.10 Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 9.11 Non -Waiver. The failure of the City or Developer to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Developer's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 9.12 Force Maieure. The City and Developer shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 9.13 No Waiver of Governmental Immunit Nothing contained in this Agreement shall be construed as a waiver of City's governmental immunity, or of any damage caps or limitations imposed by law, or any other legal protections granted to City by law, except to the extent expressly provided or necessarily implied herein. 9.14 Ma nd atory., Ownershi Disclosure Provision. Developer, in compliance with the laws of the State of Texas, will execute and file Form 1295, notice of interested parties, which can be found on the website of the Texas Ethics Commission at tl: -/1w .e ll,flcs tat t ��,�Ctliiiliu°m. uir r � u. li 11 11°° �.................................... . 9.15 Mandato Anti -Boycott and Other Provisions. Developer acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. i. Pursuant to Section 2271.002 of the Texas Government Code, Developer certifies that either (i) it meets an exemption criterion under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the Agreement. Consultant acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. ii. Pursuant to SB 13, 87th Texas Legislature, Developer certifies that either (i) it meets an exemption criterion under SB 13, 87th Texas Legislature; or (ii) it does not boycott energy companies, as defined in Section 1 of SB 13, 87th Texas Legislature, and will not boycott energy companies during the term of the Agreement. Developer acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. iii. Pursuant to SB 19, 87th Texas Legislature, Developer certifies that either (i) it meets an exemption criterion under SB 19, 87th Texas Legislature; or (ii) it does not discriminate against a firearm entity or firearm trade association, as defined in Section 1 of SB 19, 87th Texas Legislature, and will not discriminate against a firearm entity or firearm trade association during the term of the Agreement. Developer acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. iv. Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Developer certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Developer acknowledges this Agreement may be terminated and payment withheld if this certification is inaccurate. --Signature Page to Follow-- THE CITY OF PARIS, TEXAS Grayson Path, City Manager LIONSHEAD PARIS, LLC. By: Title: THE STATE OF TEXAS § COUNTY OF LAMAR § BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared Grayson Path, City Manager 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 , 2023. Notary Public Lamar County, Texas My commission expires THE STATE OF § COUNTY OF § This instrument was acknowledged before me on the day of , 2023, by of LIONSHEAD PARIS, LLC, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that she executed the same on behalf of Lionhead Paris, LLC. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20 Notary Public County, My commission expires 198671-2022 WD 10111/2022 03:44 PM Total Pages: Ruth Sisson, County Clerk - Lamar County, T .,,y�y g y /yew y �y pyy/�Yg:y TONE T�IITyLy p pYr, ZINC �yyy �T �ygT p��,,';�Vv�.,��Ay REMOVE �+ �y_ _ IAKE pL I' ■/y1`LL�THTS: IF+g y1OU Cy# /ry�Ayy N7��t/A^raA, lJ l\.P�7yL�yPgL`l4S®l®, YOU MAY REM�c4lyVyE Lli�s`�ySr,l� IrU AN�Yy OR ALL OF THE FOLLOWING LJi\i�1yI7Ay,TyION ®M INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY Y BEFORE IT IS FILED FOR RECORD IN THE I'UBLTC .CORDS: YOUR SOCIAL SECURITY NUMBER Olt YOURDRIVER'S LICENSE NUMBER. WARRANTY. SEED T-Api 1 or*r� KNOW ALI, MEN BY TIIESE PRESENTS: _f;T%A THAT THE PARIS ECONOMIC DEVELOPMENTCORPORATION, A Texas Non - Profit Corporation (herein called "grantor"), of the County of Lamar, State of Texas, by and through its duly authorized Chairman of the Board, Josh Bray, and attested by its Secretary, Chase Coleman, for and in consideration of the sutra of Ten ($10.00) and more Dollars, and other good and valuable consideration, to it in hand paid by LIONSHEAD PARIS, LLC, a Indiana Limited Liability Company, receipt of all of which is hereby acknowledged; has Granted, Sold and Conveyed, and by these presents does Grant, Sell and Convey unto LIONSHEAD PARIS, LLC, a Indiana Limited Liability Company (herein called "gt antec"), whose mailing address is 305 Steury Ave., Goshen, Indiana 46528, Attn: Gary Graham and Galen Miller, all that certain tract or parcel of land in Lamar County, Texas described as follows: All that cerlain lot, tract or parcel of land situated in Lamar County, Texas, part ofthe John I lerrington Survey, Abst. No. 436 and the Francis Morrison Survey, Abst. 592 and being Lot IA and Lot 1 B, in Block A of the Northwest Paris Industriul Park of record in Envelope 419-D, of the flat Records of Lamar County, Texas. The conveyance evidenced bythis deed is made subject to the following to the extent each affects the within described property or any part thereof 1. Easement from Paris Economic Development Corporation to City of Paris dated 9/1/2005 recorded in Instrument No. 31242-2005 Official Public Records of Lamar County, 'texas 2. Easement from Paris Economic Development Corporation to City of Paris dated 9/1/2005 recorded in Instrument No. 31243-2005 Official Public Records of Lamar County, Texas; 3. Easement from Paris Texas Industrial Foundation to Texas Power & Light Company dated 3/31/1960 recorded in Vol. 365, Page 228 Deed Records of Lamar County, Tcxas; 4. Easement from Paris Texas Industrial Foundation to Lamar County dated 7/5/1960 recorded in Vol. 368, Page 107 Deed Records of Lamar County, Texas; 5. Access easement and right of way from Paris Economic Development Corporation to The city 1Witi11-ZUeZ 1U/1IIZUL1 U3:44:IZ HM Nage 1 of :S of Paris, dated 10/31/2018, of record in Instrument#! 157935-2018 Official Public Records of Lamar County, Texas. 6. Easement and right of way from Paris Economic Development Corporation to Oncor Electric Delivery Company, dated 8/19/2020, of record in Instrument# 176699-2020 Official Public Records of Lamar County, Texas. 7. Mineral Reservation in decd from Martha Russell to Paris Economic Development dated 4/28/2008 recorded in Instrument No. 0589502008 Lamar County Official Records. TO HAVE AND TO HOLD the within described premises, together with all and singular the rights and appurtenances thereto in anywise belonging unto LIOINSIM' AD PARIS, LLC, a Indiana Limited Liability Company, its successors or assigns forever, and grantor hereby binds itself; its successors and assigns, to Warrant and Forever Defend, all and singular the said pivmises unto LIONSHEAD PARIS, LLC, a Indiana Limited Liability Company, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof. WITNESSthis , LL day of September, 2022. PARIS ECONOMIC DEVELOPMENT CORPORATION, A 'Texas Non -Profit Corporation 1BRAY -man of the Board Authorized ATTEST: CHASE COLEMAN, Secretary 1 Vfib / 1-YUlY 1 U/11 /LU2Z U;3:44:1 Z NM Nage ;� of 3 198671-2022 Page 3 of 3 TI -IR STATE OF TEXAS ACKNOWLEDGMENT COUNTY OF LAMAR 'PHIS instrument was acknowledged before me an the day of September, 2022, by JOSI•I BRAY and by C1-1ASL COLEMAN, in the respective capacities therein stated. f r. "Y -or - Notary Public Sta��tllee oof'31'ej as ..... v .. _.._ V DENISE MOFr rrr NOTARY PUBLIC '&STATE OFTEXAS yMY COMM. EXP. 12/02125 NOTARY IU 390967.6 AFTER RF,COIIDI NG 12ETURN TO: PREPARED IN THE LAW OFFICE OR: Lionshead Specialty Tire & Wheel, LLC Casey Gain, Attorney do Gary Graham & Galen Miller c% The Moore Law Firm, L.L.P. 305 Steury Ave., Goshen, IN., 46528 100 N. Main St., Paris, TQC 75460-4222 CITY OF PARIS WATERLINE IMPROVEMENTS LIONSHEAD SPECIALITY IT&AND WHEEL LLC PRIVATE IMPROVEMENTS Private Laterals OPINION OF PROBABLE CONSTRUCTION COST S1. No. Description Quantity Units Unit Price Total Price I Mobilization I LS $15,987.00 $15,987.00 ....... ... 2 6" 0900 DR 18 PVC installed and complete 661 ... ..... LF $44.50 $29,414.50 3 811 C900 DR 18 PVC installed and complete 110 LF $66.46 $7,310.60 4 12" C900 DR 18 PVC installed and ... . . . . .. ................. 218' LF $105.86 $23,077.48 5 3" SDR 21 CL 200 PVC installed and complete 199 LF $33.00 $6,567.00 6--2" SDR 21 CL 200 PVC installed and coTI.Llete 144 LF $32.00 $4,609.00 7 . ........... 3" to valve with box and Liad 1 EA $1,700.00 $1,700.00 8 2" to valve with box and pad I EA $1,700.00 $1,700.00 9 3" water meter I EA $4,000.00 $4,000.00 . . . ..... . — 10 . ......... 2" water meter— I ___EA $3,000.00 $3,000.00 11 MSmmDuctile ----- — iron fittings 2.013 TN $18,453.00 $37,145.89 l2 12" MJ gate valve with bc�x_and pad 6. EA $4,388.80 $26,33180 13 . . ............. . ------ " " " 12" double check backflow preventer ___ . . ......... ............ I EA $41,400.00 $41,400.00 14 8" double check backflow reventer I EA $25,994.50 $25,994.50 15 6" double check backflow preventer 21 EA 1 $18,567.50 $37,135.00 16 3" double check backflow preventer I EA $13,570.00 $13,570.00 17 2" double check backflow preventer I EA $15,712.50 $15,712.50 . . . .... . 18 . . . . . .................... — . . .............. . ............ Fire hydrant assembly 6 _EA $6,845.30 $41,071.80 ---- --- Project Total $33527.07 17 W . ............................ CHRISTOPHER M. DOWN 9 ELEMENTS F Archl"cturo ', CMnowrot xno rxmm�urc I:SEEMS. Llonshead Specialty Tire and Wheel, LLC Pads Perla, 7X 78778 +xhz/zozx t171LI7Y PLAN ®C3.0