22 - Amendment to Economic Development Agreement with Emerald HospitalityItem No. 22
TO: Mayor, Mayor Pro Tem, and City Council
Grayson Path, City Manager
FROM: Stephanie H. Harris, City Attorney
SUBJECT: Amendment to Economic Development Agreement with Emerald Hospitality, LLC
Home2 Suites by Hilton Development
DATE: November 13, 2023
BACKGROUND: On June 27, 2022, the City Council adopted Resolution No. 2022-046
approving an Economic Development Agreement (the "Agreement") with Emerald Hospitality,
LLC ("Company") relating to the development of a Homes 2 Suites by Hilton hotel including
event space. The agreement provides that the Company must have the hotel open for business
within 18 months of the execution of the Agreement, which is scheduled to fall on January 5, 2024.
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: While the hotel is substantially completed, certain supply chain issues have
pushed back the opening date until no later than April 5, 2024, and Mr. Pankaj has requested that
the opening deadline be extended by 90 days.
BUDGET: No impact to the budget other than the grants the city is obligated to pay under the
original agreement.
RECOMMENDATION: Motion to adopt a resolution approving an amendment to the 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 AMENDMENT OF THE 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, on June 27, 2022, the City Council of the City of Paris adopted Resolution
No. 2022-046 approving an Economic Development Agreement (the "Agreement") by and
between the city and Emerald Hospitality, LLC ("Company") relating to the development of
a Homes 2 Suites by Hilton hotel including event space (the "Project"); and
WHEREAS, said Agreement provides that the Company must have the Project open
for business within 18 months of the execution of the Agreement; and
WHEREAS, said 18 month deadline is scheduled to fall on January 5, 2024; and
WHEREAS, while the Project is substantially completed, certain supply chain issues
have pushed back the opening date until no later than April 5, 2024; and
WHEREAS, the Company has requested that the opening deadline be extended by 90
days, and the City Council wishes to grant that request;
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 and incorporated herein by reference.
Section 2. That the terms of the Economic Development Agreement as amended
by the Amendment attached hereto as Exhibit No. 1 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 city.
Section 3. That the terms and conditions of the proposed Amendment, 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 Amendment
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
No. 1.
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.
PASSED AND APPROVED this 13th day of November, 2023.
Reginald B. Hughes, Mayor
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris, City Attorney
AMENDMENT TO
ECONOMIC DEVELOPMENT AGREEMENT
Home 2 Suites by Hilton
WHEREAS, 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, have entered into an Economic
Development Agreement (the "Agreement") with an effective date of July 6, 2022 (the
"Effective Date"), a copy of which is attached hereto as Exhibit 1 and incorporated herein
by reference; and
WHEREAS, said Agreement, related to the construction of a Homes 2 Suites by
Hilton hotel (the "Hotel"), provided that as consideration for various economic
development incentives, the Company was to have completed the required improvements
to the real property and be operating the hotel within eighteen (18) months of the Effective
date; and
WHEREAS, eighteen months from the effective date is January 5, 2024; and
WHEREAS, although construction of the Hotel is substantially complete, supply
chain issues relating to information technology and furnishings are likely to delay the
Company's opening of the Hotel to guests by no more than ninety (90) days; and
WHEREAS, in consideration of the Company's due diligence in completing the
Hotel and in recognition of supply chain issues that have affected much of the American
economy since the COVID-19 pandemic, the City has agreed to extend the deadline for
the Company to open the Hotel for business;
WITNESSETH:
Article III, Sec. 3.1, subsection (c) is hereby amended to read as follows in its
entirety as follows:
(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 no later than 8ri1j, 2024
withiR eighteen (18) months of the Effe6tive Date of this AgFeement. On or before
the April 5, , 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.
ATTEST:
Janice Ellis
City Clerk
APPROVED AS TO FORM:
Stephanie H. Harris
City Attorney
CITY OF PARIS
A
Reginald B. Hughes
Mayor
Date Signed:
EMERALD HOSPITALITY, LLC
0
Mihir "Mark" Pankaj, Owner
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 Reginald B. Hughes, 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 2023.
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, owner 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
EXHIBIT 1
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 Grant for 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
7"roperty as a Home 2 Suites Hotel by Hilton and event space.
• - • • ♦ s . • 1 # -ROOM• • • -
Receipts""Sales Tax r • of - from
the Hotel's • • of - Sales and being - • - f - •+ • • that the
one • one quarter .-receipts• - for its participation • • of general funds),
ChapterHotel premises. Sales Tax Receipts shall not include any receipts generated by the
quarter percent (.25%) economic development sales tax collected by City pursuant to
la of - Texas Local• - ^ ••e
- s - - - • - COME= • • • • - •ii
"Taxable Items" shall mean both "taxable items" and "taxable services" as those
terms are defined by Chapter 151, Texas Tax Code, as amended.
• •4"LAIMAIaN
3.1 Annual Property Tax Grants. (a) Subject to the Required Capital
Required - and continued satisfactionof 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%) of the taxes assessed
upon the increased value of the Propertyover - value of the Property of January 1,
2022, for the calendar years 2024, 2025, 2026, 2027, and 2028.
(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 eighteeniu months of Date
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.
writing of any adjustments found,
The Company shall promptly notify the City in
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d, 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) AOL4stments. 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.wayjments mof 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.
(f1 Grant PaPmen,t...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,
contractual or otherwise, to any other person or entity, it being the intention of the
parties that the Company shall be responsible for the repayment of any Grants paid
to the Company herein that include sales and use tax receipts that the State of
Texas has determined were erroneously paid, distributed, or allocated to the City.
Article V—Conditions to Annual Grants
The City's obligation to pay the Annual Grants shall be conditioned upon the
compliance and satisfaction by the Company of the terms and conditions of this
Agreement and each of the conditions set forth in this Article V.
5.1 Payment Request. The Company shall, as a condition precedent to the
payment of each Annual Grant, provide the City with the applicable payment request.
5.2 Good Standing. The Company shall not have an uncured breach or default
of this Agreement.
5.3 Room Nights. Subject to availability and reasonable advance notice, the
Company agrees to provide the City with ten (10) room nights every year during which
the City may utilize these room nights. A room night shall be the use of one room per
night so that if the City utilized all 10 rooms in one night, this would constitute the 10 room
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 of the City and the Company.
5.4 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
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 of the City and the Company.
5.5 Required Use. During the period beginning on the Effective Date and
continuing until the Expiration Date, the Leased Premises shall not be used for any
purpose other than the Required Use, and the operation of the Leased Premises in
conformance with the Required Use shall not cease for more than thirty (30) continuous
days except in connection with and to the extent of any event of Force Majeure. The Hotel
shall be open for business no later than December 31, 2023.
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 qo -))Y. #o
City Attorney
City of Paris
Post Office Box 9037
Paris, Texas 75461
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
notified:
Mihir "Mark" Pankaj
Emerald Hospitality, LLC
2650 N. Main St.
Paris, Texas 75460
Any notices and communications required to be given in writing by one party to the
other shall be considered as having been given to the addressee on the date the notice
or communication is posted, faxed or personally delivered by the sending party.
7.6 Entire Agreement. This Agreement is the entire Agreement between the
parties with respect to the subject matter covered herein. There is no other collateral oral
or written Agreement between the parties that in any manner relates to the subject matter
of this Agreement, except as provided in any Exhibits attached hereto.
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 the mutual written
agreement of the parties.
7.9 Legal Construction. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect
other provisions, and it is the intention of the parties to this Agreement that in lieu of each
provision that is found to be illegal, invalid, or unenforceable, a provision shall be added
to this Agreement which is legal, valid, and enforceable and is as similar in terms as
possible to the provision found to be illegal, invalid, or unenforceable.
7.10 Recitals. The recitals to this Agreement are incorporated herein.
7.11 Counterparts. This Agreement may be executed in counterparts. Each of
the counterparts shall be deemed an original instrument, but all of the counterparts shall
constitute one and the same instrument.
7.12 Survival of Covenants. Any of the representations, warranties, covenants,
and obligations of the parties, as well as any rights and benefits of the parties, pertaining
to a period of time following the termination of this Agreement shall survive termination.
7.13 Employment of Undocumented Workers. During the term of this
Agreement the Company agrees not to knowingly employ any undocumented workers,
and if convicted of a violation under 8 U.S.C. Section 1324a(f), the Company shall repay
the amount of the Annual Grants and any other funds received by the Company from the
City as of the date of such violation within 120 business days after the date the Company
RMIMMIMe FT Is 1 WN Man— =-IM, MIMI- vV7.
TO y worKers empioyea Dy a subsidiary, affiliate, or ranchisee of
the Company or by a person with whom the Company contracts, including but not limited
to the Retailers.
EM33= �i
CITY OF PARIS
By: ....m.. .......�_.i�.,..--
Paula Portugal
Mayor
APPROVED AS TO FORM:
Stephai e H. Harris
City Attorney
Signed:.�. "��.. .....'7...�
EMERALD HOSPITALITY, LLC
By:
-�
1, � itle)
Mihir Mark P nka � � „va
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.
h
GIVEN UN ER MY HAND AND SEAL OF OFFICE, THIS THE
DAY OF .. Vi Y1 �a2022....
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4 N a°°�Fn° is Lamar Count ,Texas
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My commission expires
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THE
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THE STATEC�Y`���dmm �� §
IR
COUNTY OF LAMAR §
This instrument was acknowledged before me on the day of
y n 1 1fL m of Emerald Hospitality, LLC, a Teas limited
22, b Mihir Mark Panka', O , N� w
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 ... :._ _ ..._.�m 20_lj,.
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A1m
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...ma. _ ...
amar County Texas
�
4
°My
commission expires 11,2
„ �� 'A Av A
Bring 4.599a oflod sihmud within Me ecqxwd6 UMIts oft& City of Porh' TAM, CM 'TLW'
099 acres beb*PW of &e los* Lwb Ssvay,AWo*;tN=bar 524 aswoU abobw all of a QOW 4.
am txj of Md oonMed from David p— Rabiwan and Brenda L. Robiwon, to MWr (Mork) PMIW 10d
pMWirrom co=VC3wVsDoc=vdN=bOr
buM on Mmvk 21, 2019 by W&rragy Deed TaNde din
161041.2019. The aid 4.599 am Win more f* da"VOOd by gnat:oriel boumb"foUaws:
Beginnisig 0 & K Inch ben Md fMW ILt the cugW Soudboo oomes of a caged 1.470 acre IzW of Md
conveyed to; SC Muftq" to pMA pwb LLC on Yum 09.2016 by Warranty Dead recorded in TA
CrjMy c)eMs Domwkm Number 134116-2016 and also the Soul um" oases of Lot l.Black AftdWMVA
the RepW of Oak RWV 318 Addition facorded it Lamar Cc" phi Racordy Envelope 461 -D, and sold rad
slao being in ft Nm* jigbt of way UN of US tMP 296,
Tbew WGIM 1002e34" East, slog the Wast boundary Una of ft gra"mentloned Paley trail and the But
. of Ow sfivemenficima Lot I as a d1ance of 313.52 feet pasaft a % inch cAPPcd MWO 1100
Ilne
rodfiYusd at The Woribeafft cower of said Lot I and et *A SwAhem cOrOar of a tolled 1.470 MM Vent of WW
,
covayed fins, HLmsb pool tD BHOLE BABA CORP on October 20, 2017 by CMOMAI WMMIY Dead fftOrded
in IAMW COMIty Clerk's Document Number 147483-2017 and said rod also being the Soudmst corner of Lot 2,
Block A of Oak Ridge, Addition 318 as rawrded In Loatar County Phd Ram& ZOVOIOPC 455-D, 20 "Outinuibg
on Id 554.61 f9d pmkog a Va kA capped (WWft) tzCM rod found at to "ordwit corner of sold Lot 2 and st
" Southasyt cWM of a s bd r;& of way dedication &)Oft an said plat of Oak Ridge Addition 318 MMd8d
in envelope 455-D and covfinuir% on for a total dicta ue of 559.76 feat to a % jwI capped Iron rod (Whiney)
fimmd at the Morthwat cO= Of SW PVM UIC4 and 'd the NwffirAM effm of ft doremautione'd5 bot right
Vfway dedication, IM sold rod abobehvS in ft South right of way fix of Qwtar SUIW(4Y fight of MY IS per
Pit Redords Penelope 31 O-A);
Theme North 87028'39" B&04 along do North bmrdM line of the If0mVIEftfia"d Ponkef tract OW the
South rip of way Hm of Center StOK a dhWa of 454.84 ft to a % imh cqqmd (MMIOI 011 - 1) ircn IW
fiwnd is the Northwest uw= Of 1, O&W 10.487 am &ad of IIM =vq* float David R. ftbbdon 10 Omg
ad Mmn Ij Moan Do=ber 22.2010 by Warraty Deed recorded In Tam COMAY CIOWS Dmumw
Number 1)84433-2010;
'bake South 1900220" Well, along the Wag boundoxy litre of the &&=01110001 Wst" tract, at A &Mee
of 346.02 " pawing a % inch capped (Rhodes) iron rod fband at 60 molt Nc I ti I I I SM&WtK career of said
bWm ttimt, and at the Northwest corm of a 000d 2.618 me elm of Ind conveyed foam Cade Bank
cmpondva to K=MMh LLC on Angurt 1:2, 2013 by Wxnnty Deed with Vandels Lim r000rdad in Lamar
Courcy Cle&s Docmantlqumba lo8gln-2ol3 and axanuing sawtiho Wenbwxglary Lim of sold Kemnalh
LLC &W for a total dhftm of 406.23 fmt to a ppw' at the Morthast c tw n P-r of a cdW LIS32 am Ired of
land oonveyed from David IL Robinson to Tony Dam Vahm anon November 18, 2016 by Warre* DOW
twordA4 in LMIX CMOY Clerks Doctawnt Number 138291.2016 and st to Nortbiad corner of Lot 1, Block
A of VQ No. 2 AM" CB 318 McmW I%Lqmu Cvxq Plat Records Envelope 462-1), and dram said point a
inch ca;Ved (ChoxieY) bm god fouDd bears South 70659W EW I, d[StEnce of OM fbO4
Than= NWb 7D659W Wool, 1304 tv North bmmdM ling of the &fMMnOMW Waltara emu W the
North bawA" Una of the abremeadomed Lot 1, Block A of DQ No. 2 AAdkdm a di of 347.16 Nd In a
% inch capped (Chawy) &m rod fbmd at tht NM*west cornea of odd Walters troch *a Nor%vmst C="
of sold Lot 1, Bloch A oFDQ No 2 Additiom
7bwm so%a 19°03'08" wast, sion the Wert bmmdM Lina of the &%remanioned Wahm had and the
Wag boundwy Om of the ifoamantiorad Lot 1, Block A of DQ No. 2 Additim a dist of 336.53 fiwt to it
%,Mb O&PPed (Chaney) h,= rod &xId at the SouthvMg MW of said Wallets tract and at the Soudweal: MxM
of said Lot 1, and old rad also being ijD tax North right of MAY Hot of US Loop Number 286;
Tboace Worth $4645'33" Weak ak)t* The North H*d of way line of US Loop 286, a dWAM-t of 100.79 feet to
a % Inch bw rod found, and firom cid iron rod a'% tach topped (MTG jolal 1-1) iron rod fourA bears South
1t060V03" East a dithme of 0.07 feat;
Thence Notih 74*3 34V' West Waft the North rigM of way line *fUS Loop 286. 0 distance 904.91 foo Is
the POW of ftivning and CooWning 4.599 ACM of land.
ZZ -1
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"Neliminmy Plat for inspection Purpose Only"
Not To Be Filed of Rc=d
ALL LM waL. IJAVE WATER AND KIM SERVICE
ImsTALLED 9V DEVELOPER
FOUPROTEMONTOCODE
I I I j j --
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YWMrW,nm riWYb Yid 111
PRELIMNARYPLAT
MIHRPANKAJ3 HAMMON
Cl of Pwm LMM Ca". Tan
4i"Asm
Pku: (903)517-1928
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