2026-028 - Approve a Development Agreement with Lone Star Planned Developments, LLC relating to the City of Paris Tax Increment Reinvestment Zone No. 2 (Forestbrook Boulevard)RESOLUTION NO. 2026-028
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS APPROVING A DEVELOPMENT FINANCING
AGREEMENT BY AND BETWEEN THE CITY OF PARIS,
TEXAS AND LONE STAR PLANNED DEVELOPMENTS, LLC
RELATING TO CITY OF PARIS TAX INCREMENT
REINVESTMENT ZONE NO. 2; MAKING OTHER FINDINGS
AND PROVISIONS RELATED TO THE SUBJECT; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, on December 8, 2025, the City Council of the City of Paris, Texas
passed Ordinance No. 2025-028 creating City of Paris Tax Increment Financing
Reinvestment Zone No. 2 ("TIRZ No. 2") on property surrounding the Forestbrook
Estates residential subdivision for the purpose of constructing a major thoroughfare to
be named "Forestbrook Boulevard;" and
WHEREAS, to that end, the City has agreed to the terms of a Development
Financing Agreement By and Between the City of Paris, Texas and Lone Star Planned
Developments, LLC (the "Agreement) regarding the constructing the thoroughfare; and
WHEREAS, the developer, Lone Star Planned Developments, LLC ("Developer")
has agreed to the terms of the Agreement attached hereto as Exhibit A, pursuant to
which Developer will privately finance and construct Forestbrook Boulevard in exchange
for the right to receive TIRZ revenues to offset construction and financing costs; and
WHEREAS, there is a public purpose and benefit to the City and the residents
thereof in entering into said Agreement in that the proposed throughfare is projected to
drive both residential and commercial development in the TIRZ zone and in the
underdeveloped southeastern quadrant of the City, thus increasing the property tax
base as well as future sales tax revenues;
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 for all purposes.
Section 2. The City Council hereby approves the Development Financing
Agreement By and Between the City of Paris, Texas and Lone Star Planned
Developments, LLC (attached hereto as Exhibit A attached hereto and incorporated
herein by reference and authorizes the City Manager to execute same.
Section 3. This resolution shall become effective from and after the date of
passage.
PASSED AND APPROVED this 27x" day of July, 2026.
............. Mihir Pa'nkaf, Mayor
ATTEST:
ice Ellis, Deputy City's e9IS TES
ITINI U Z100:4
Steohe(ni& H. Harris, City Attorney
Exhibit A
DEVELOPMENT FINANCING AGREEMENT BY AND
BETWEEN THE CITY OF PARIS, TEXAS,
AND LONE STAR PLANNED DEVELOPMENTS, LLC
This DEVELOPMENT FINANCING AGREEMENT (this "Agreement"), effective as of the
Effective Date, is made by and between the CITY OF PARIS, TEXAS, a home rule municipality in the
State of Texas (the "City") and LONE STAR PLANNED DEVELOPMENTS, LLC., a Texas limited
liability company (the "Developer") (individually, a "Parry" and collectively, hereinafter referred to as the
"Parties").
RECITALS
WHEREAS, certain capitalized terms used in these recitals are defined in Section 1;
WHEREAS, Developer and several other landowners own the approximately 240.60 acres of real
property, described in Exhibit A (the "TIRZ Property");
WHEREAS, the TIRZ Property is located wholly within the corporate limits of the City;
WHEREAS, the City has created City of Paris Tax Increment Reinvestment Zone No. 2 (the
"TIRZ") encompassing the TIRZ Property that will provide financial assistance to Developer in
constructing the desired Forestbrook Blvd Project;
WHEREAS, the Parties intend that Developer will design, construct, install, and/or make financial
contributions toward the construction of Forestbrook Blvd Project and that the tax increment collected from
the TIRZ Property shall be allocated to Developer;
WHEREAS, the City and the Developer have determined that it is in their best interests to contract
with each other with regard to the Forestbrook Blvd Project.
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, the City and the Developer agree as follows:
I.
DEFINITIONS
"City Council" shall mean the City Council of the City.
"City Manager" shall mean the City Manager of the City, or designee.
"City Engineer" shall mean the individual designated by the City as the City Engineer, together
with any successor to such position, and shall include any employee, official, or representative of the
City's engineering department who is authorized by the City to perform the duties or exercise the authority
of the City Engineer, including the manager or head of the City's engineering department.
"City's Financial Advisor" shall mean a person or entity that provides advice to or on behalf of the
City with respect to municipal financial products or the issuance of municipal securities, including advice
with respect to the structure, timing, terms, and other similar matters concerning such financial products
or issues.
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"County" shall mean Lamar County, Texas, a political subdivision of the State of Texas.
"Effective Date" shall mean the latest of the execution of this Agreement by the City Council and
the Developer.
"Force Majeure" shall mean circumstances which are beyond the reasonable control of the
applicable Party (which circumstances may include, without limitation, pending or threatened litigation,
acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather
conditions [such as tornadoes], labor action, strikes, delay of needed permit(s), agreements, or approvals
from any government entity or agency, or similar acts).
"Forestbrook Blvd Project" shall mean the construction and improvements to Forestbrook
Boulevard, a four -lane divided thoroughfare with landscaped medians and turn lanes within an eighty (80)
foot right-of-way which connects Loop Highway 286, where Parcel ID 21140 meets Loop Highway 286,
to South Collegiate Drive, directly south of the Red River Valley Veterans Memorial, with a trajectory as
depicted on Exhibit B, including but not limited to costs associated with land acquisition for right-of-way,
constructing sidewalks, constructing road(s), landscaping, lighting, water and sewer facilities, gas and
electrical facilities, pedestrian malls and walkways, parks, storm drainage, and other improvements
pursuant to the TIRZ Act.
"Forestbrook Blvd Eastern Segment" shall mean the portion of the Forestbrook Blvd Project
consisting of at least the first 3,400 linear feet of roadway, commencing at the intersection of the
Forestbrook Blvd Project with Loop Highway 286 and extending westward along the centerline of the
Forestbrook Blvd Project toward South Collegiate Drive for a distance of no less than 3,400 linear feet,
the endpoint of which shall be designated by Developer in its sole discretion.
"Forestbrook Blvd Western Segment" shall mean the portion of the Forestbrook Blvd Project
commencing at the intersection of the Forestbrook Blvd Project with South Collegiate Drive just south of
the Red River Valley Veterans Memorial as of the Effective Date, and extending eastward along the
centerline of the Forestbrook Blvd Project to the western terminus of the Forestbrook Blvd Eastern
Segment.
"Forestbrook Blvd Eastern Segment TIRZ Revenue" shall mean the City tax increment pledged to
be paid into the TIRZ Increment Fund from the portion of the TIRZ Property identified in Exhibit A,
pursuant to this Agreement and the Project and Finance Plan adopted by the City pursuant to Chapter 311
of the Texas Tax Code, as amended.
"Forestbrook Blvd Western Segment TIRZ Revenue" shall mean the City tax increment pledged
to be paid into the TIRZ Increment Fund from the portion of the TIRZ Property identified in Exhibit A,
pursuant to this Agreement and the Project and Finance Plan adopted by the City pursuant to Chapter 311
of the Texas Tax Code, as amended.
"Forestbrook Blvd Project Costs" shall mean the various public works and improvements listed on
Exhibit C.
"Off -Site Property" shall mean any property not located within the Forestbrook Planned
Development Zoning Ordinance 2022-066 and not owned by Developer.
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"Project and Finance Plan" shall mean a combination of a "project plan" and "reinvestment zone
financing plan" as those terms are defined in the TIRZ Act, for the TIRZ, consistent with the terms ofthis
Agreement, as approved and periodically updated by the TIRZ Board pursuant to the TIRZ Act. "Sales
Tax" shall mean the portion of city sales tax revenue generated from businesses and/or individuals
located within the TIRZ that can be captured and allocated to the TIRZ Fund.
"Segment(s)" shall mean the Forestbrook Blvd Eastern Segment and/or the Forestbrook Blvd
Western Segment.
"TIRZ Act" shall mean Chapter 311, Texas Tax Code, as amended.
"TIRZ Board" shall mean the governing body of the TIRZ.
"TIRZ Fund" shall mean the dedicated financial account wherein the TIRZ Revenue is deposited.
"TIRZ Revenue" means the City tax increment pledged to be paid into the TIRZ Fund from the
funds allocated for the Forestbrook Blvd Eastern Segment TIRZ Revenue and/or the Forestbrook Blvd
Western Segment TIRZ Revenue, pursuant to this Agreement and the Project and Finance Plan.
II.
TAX INCREMENT REINVESTMENT ZONE
2.1 Creation. The City created the TIRZ on December 8, 2025, in Ordinance No. 2025-028
encompassing the TIRZ Property. City will be responsible for initiating the TIRZ creation process and for
producing the Project and Finance Plan. The City shall create the TIRZ Fund in order to deposit the TIRZ
Revenue.
2.2 Interlocal Agreement. Developer shall, at Developer's sole cost and expense, draft the
Interlocal Agreement for review by the City, the TIRZ Board, and the County. The City and the TIRZ
Board shall promptly review and, provided the Interlocal Agreement is consistent with the terms of this
Agreement, execute and deliver the Interlocal Agreement. The City and the TIRZ Board shall promptly
use commercially reasonable efforts to assist Developer in obtaining the County's execution of the
Interlocal Agreement. The Interlocal Agreement shall be consistent with this Agreement and shall not
amend, modify, diminish, or conflict with the rights and obligations of the City and Developer set forth
herein. In the event of any conflict between this Agreement and the Interlocal Agreement, the terms of
this Agreement shall control as between the City and Developer.
2.3 TIRZ Allocation Agreement. The terms of this Agreement shall govern the design,
construction, and delivery of the Forestbrook Blvd Project by Developer and the allocation of the TIRZ
Revenue to Developer in consideration thereof, as such TIRZ Revenue is collected per this Agreement, and
no additional agreement shall be required to effectuate the allocation of TIRZ Revenue to Developer as
provided herein. Developer shall be entitled, upon written notice to the City, to assign, transfer, pledge, or
grant a security interest in its right, title, and interest in and to the TIRZ Revenue, to any lender or financing
party providing credit or other financial accommodations to Developer for construction of all or any portion
of the Forestbrook Blvd Project. The City agrees to recognize any such assignment, transfer, pledge, or
security interest; provided, however, that all payments of TIRZ Revenue shall be made solely to an account
in the name of Developer, as designated by Developer in written notice to the City. Developer may update
such account from time to time by written notice to the City. The City shall have no obligation to make
4899-7656-8688.v12
payments directly to any lender or financing party under any circumstances, including default of the
Developer. Developer shall have the sole responsibility for directing and applying such TIRZ Revenue in
accordance with its financing arrangements. The City agrees, upon written request by Developer, to execute
customary acknowledgments or consents reasonably required by Developer's lender evidencing the
assignment, transfer, pledge, or security interest in its right, title, and interest in and to the TIRZ Revenue.
Said documents shall not obligate the City in any way to Developer's lender, including but not limited to
obligating the City to forward TIRZ Revenue to the lender in the unlikely event that Developer should
default on its obligations to the lender. The City acknowledges that Developer's right to receive TIRZ
Revenue constitutes a contractual payment right that may be relied upon by Developer and its financing
parties.
2.4 TIRZ Revenue. Contingent upon the County's participation in the TIRZ and the execution
of the Interlocal Agreement described herein in Section 2.2, it is herein agreed that the City shall contribute
fifty percent (50%) of eligible incremental ad valorem tax revenue generated from the TIRZ Property to
the TIRZ Fund, calculated prior to the deduction of any administrative costs or other expenditures of the
TIRZ, which shall be pledged to the Developer for the design and construction of the Forestbrook Blvd
Project; provided, however, that the City's obligation to contribute TIRZ Revenue to the TIRZ Fund shall
continue until cumulative deposits to the TIRZ Fund, inclusive of City and County contributions, equal
Fifty Million and No/100 U.S. Dollars ($50,000,000.00), and Developer shall be entitled to receive all
TIRZ Revenue from the TIRZ Fund in accordance with the terms of this Agreement, after which the City's
obligation to contribute or pay additional TIRZ Revenue under this Agreement shall terminate. Sales Tax
shall not be included as part of the TIRZ Revenue unless the City Council expressly approves the inclusion
of Sales Tax by ordinance or other formal action of the City Council.
2.5 Flow of TIRZ Revenue. The TIRZ Revenue collected within the TIRZ shall be used as
follows:
(a) First, to pay the City administrative costs relating to the TIRZ, including any
reasonable third -party administrative costs, provided, however, that such administrative costs shall not
reduce the amount of TIRZ Revenue allocated to Developer pursuant to Section 2.4;
(b) Second, for allocation to the Developer pursuant to Section III of this Agreement
for the Forestbrook Blvd Project Costs and related economic development improvements within the TIRZ,
such allocation to continue during the term provided in this Agreement and in accordance with the Project
and Finance Plan; and
(c) Third, after satisfaction of the allocations described in subsection (b), to be used
in any other manner authorized by the City and as permitted under the TIRZ Act.
2.6 Priority of TIRZ Revenue Allocation. Notwithstanding anything contained in this
Agreement to the contrary, the Project and Finance Plan, or any future amendment thereto, the City and
the TIRZ Board acknowledge and agree that the allocation of TIRZ Revenues to Developer as provided
in this Agreement shall have priority over the funding of any other project, reimbursement obligation,
incentive payment, or expenditure within the TIRZ, except for reasonable administrative costs of -the TIRZ
permitted under Chapter 311 of the Texas Tax Code. The City shall not approve or implement any
amendment to the Project and Finance Plan, nor authorize any expenditure of TIRZ Revenues, that would
materially impair or subordinate Developer's right to receive the TIRZ Revenues allocated under this
Agreement without the prior written consent of Developer.
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2.7 Construction Administration. It is the intention of the Parties that Developer will manage
the design and construction of the Forestbrook Blvd Project.
M.
DEVELOPMENT OF PROJECTS
3.1 Agreement to Allocate TIRZ Revenues. If the Developer follows the procedures set forth
in Section 3.4(c) below, the TIRZ Revenue shall be allocated to Developer in consideration of Developer's
design, management, financing, construction obligations, and economic contributions to the Forestbrook
Blvd Project and the economic benefit of the TIRZ Property pursuant to this Agreement in accordance with
Section III hereof.
3.2 Developer. The Developer shall report to the TIRZ Board periodically to provide updates
on the status of all Forestbrook Blvd Project underway. The Developer agrees that it shall design and
construct, or cause to be designed and constructed, the Forestbrook Blvd Project in accordance with the
terms of this Agreement.
3.3 Allocation of TIRZ Revenue for Public Infrastructure. The Developer shall be entitled
to receive funds, solely from TIRZ Revenues, for Developer to finance, design, and construct the
Forestbrook Blvd Project, but only upon compliance with the terms of this Agreement. The Developer
shall be entitled to receive the TIRZ Revenues on a "pay -as -collected basis" for the period commencing
on the date of creation of the TIRZ and continuing through December 31, 2058, payable solely from TIRZ
Revenue deposited into the TIRZ Fund and subject to compliance with the terms of this Agreement. The
Parties acknowledge and agree that the allocation of such TIRZ Revenues constitutes consideration to
Developer for Developer's obligations to design, finance, construct, dedicate, and facilitate public
infrastructure and economic development improvements within the TIRZ, including the Forestbrook Blvd
Project, and that such allocation is intended to further the public purposes and economic development
objectives of the TIRZ as reflected in the Project and Finance Plan adopted by the City. Developer's
entitlement to receive such TIRZ Revenues during the term described above shall not be affected by the
completion of the Forestbrook Blvd Project or the amount of costs incurred by Developer in connection
therewith, provided, however, that the total amount of TIRZ Revenues disbursed to Developer from the
TIRZ Fund, including both City and County contributions, shall not exceed $50,000,000.00, as provided
in Section 2.4 herein. Notwithstanding anything in this Agreement to the contrary, including without
limitation Section III hereof, no other funds of the City shall be pledged, obligated, or made available for
payment to the Developer under this Agreement. Notwithstanding the foregoing, TIRZ Revenues
attributable to a particular segment of the Forestbrook Blvd Project shall not be disbursed to Developer
until such segment has been completed in accordance with the approved plans and accepted by the City.
By way of example, Developer shall not receive any Forestbrook Blvd Eastern Segment TIRZ Revenue
until the Forestbrook Blvd Eastern Segment has been completed, and Developer shall not receive any
Forestbrook Blvd Western Segment TIRZ Revenue until the Forestbrook Blvd Western Segment has been
completed.
3.4 Process for Forestbrook Blvd Project Development.
(a) The Forestbrook Boulevard Project shall be constructed in two different segments,
first the Forestbrook Blvd Eastern Segment; and second, the Forestbrook Blvd Western Segment
(collectively the "Segments" and individually a "Segment"). The Forestbrook Blvd Eastern Segment shall
be designed and constructed substantially in accordance with those certain engineering plans previously
4899-7656-8688.v12
reviewed and approved by the City, titled "City of Paris Forestbrook Blvd Eastern Segment Engineering
Plans", dated (the "Eastern Segment Approved Plans"). The City shall name the
Forestbrook Blvd Eastern Segment "Forestbrook Boulevard" and thus, the Eastern Segment Approved
Plans, the plat for the Forestbrook Blvd Eastern Segment, all street signage, and mapping shall name the
thoroughfare "Forestbrook Boulevard." In the event such plans have not yet been approved by the City, or
if additional engineering plans, revisions, or modifications are requested by Developer, the Developer shall
prepare and submit such plans to the City Engineer for review and written approval prior to commencement
of construction. The Parties acknowledge the sequence of the Forestbrook Blvd Project and agree that the
Developer shall be entitled to receive Forestbrook Blvd Eastern Segment TIRZ Revenues on a pay -as -
collected basis; provided, however, that no Forestbrook Blvd Eastern Segment TIRZ Revenues shall be
disbursed to Developer until the Forestbrook Blvd Eastern Segment has been completed in accordance with
the Eastern Segment Approved Plans and accepted by the City. For purposes of this Agreement,
construction shall be deemed to have commenced on the Forestbrook Blvd Eastern Segment when
earthwork or grading operations, or utility excavation or construction, begins on any portion of the
Forestbrook Blvd Eastern Segment (the "Eastern Segment Construction Commencement Date"). Any and
all Forestbrook Blvd Eastern Segment TIRZ Revenues collected prior to completion of the Forestbrook
Blvd Eastern Segment shall be held in the Forestbrook Blvd Eastern Segment Fund and released to
Developer within ten (10) days following the completion of the Forestbrook Blvd Eastern Segment and
acceptance thereof by the City.
(b) The Forestbrook Blvd Western Segment shall be designed and constructed in
accordance with all applicable City regulations and the terms of this Agreement, and shall be substantially
consistent with the design and characteristics of the Eastern Segment Approved Plans. The Developer
shall prepare and submit such Western Segment Engineering Plans to the City Engineer for review and
written approval prior to commencement of construction of the Forestbrook Blvd Western Segment the
"Western Segment Approved Plans"). The City shall name the Forestbrook Blvd Western Segment
"Forestbrook Boulevard" and thus, the Western Segment Approved Plans, the plat for the Forestbrook Blvd
Western Segment, all street signage, and mapping shall name the thoroughfare "Forestbrook Boulevard."
The Parties acknowledge the sequence of the Forestbrook Blvd Project and agree that the Developer shall
be entitled to receive Forestbrook Blvd Western Segment TIRZ Revenues on a pay -as -collected basis;
provided, however, that no Forestbrook Blvd Western Segment TIRZ Revenues shall be disbursed to
Developer until the Forestbrook Blvd Western Segment has been completed in accordance with the
Western Segment Approved Plans and accepted by the City. For purposes of this Agreement, construction
shall be deemed to have commenced on the Forestbrook Blvd Western Segment when earthwork or grading
operations, or utility excavation or construction, begins on any portion of the Forestbrook Blvd Western
Segment (the "Western Segment Construction Commencement Date"). Any and all Forestbrook Blvd
Western Segment TIRZ Revenues collected prior to completion of the Forestbrook Blvd Western Segment
shall be held in the Forestbrook Blvd Western Segment Fund and released to Developer within ten (10)
days following the completion of the Forestbrook Blvd Western Segment and acceptance thereof by the
City.
The Developer shall be responsible for obtaining all governmental approvals and permits required for
construction of the Forestbrook Blvd Project as set forth in the Eastern Segment Approved Plans and the
Western Segment Approved Plans (collectively, the "Approved Plans"), including approvals and permits
from the City; provided, however, that the City shall waive any fees customarily charged by the City in
connection with the issuance of such approvals and permits. To the extent any approvals, permits, or
authorizations are required from any other governmental entity, public office, or regulatory authority, the
City agrees to reasonably cooperate with and assist Developer in Developer's efforts to obtain such
4899-7656-8688.v12
approvals, permits, or authorizations and shall not take any action that would unreasonably hinder
Developer's efforts to obtain the same. The City's cooperation and assistance as described herein shall not
obligate the City to provide any financial contribution or financial assistance in connection with such
approvals or permits. Approval by the City Engineer under this Agreement may be evidenced by the
issuance of a permit by the City or by a written approval letter. Should the Eastern Segment Approved
Plans, the Western Segment Approved Plans, this Agreement, or other applicable written agreement(s)
between the Developer and the City conflict with applicable City ordinances and/or regulations, the
Developer, the City, and the TIRZ Board agree that the Eastern Segment Approved Plans, the Western
Segment Approved Plans, this Agreement, or other applicable written agreement(s) between the Developer
and the City shall govern with respect to the design and construction of the Forestbrook Blvd Project,
unless the Developer, the City, and the TIRZ Board agree otherwise in writing. Both the Forestbrook Blvd
Eastern Segment and the Forestbrook Blvd Western Segment shall be constructed with seven (7) inch
concrete of at least 3,000 PSI, reinforced with #4 rebar on an eighteen (18) inch grid pattern. The subgrade
shall be stabilized either by lime stabilization in accordance with a geotechnical report and City
specifications as of the Effective Date, not to exceed six percent (6%) lime and a one (1) foot overbuild,
or by either six (6) inches of TxDOT Flexbase #247 or six (6) inches of select fill with a plasticity index of 0-
15, with a one (1) foot overbuild, or as otherwise proposed by Developer and approved in writing by the City
Engineer. Construction of both Segments shall include the utilities and infrastructure set forth inthe Eastern
Segment Approved Plans and the Western Segment Approved Plans, including, to the extent reflected
therein, water utilities to service fire hydrants and landscaping irrigation located within the medians, water
line crossings for future development within the TIRZ, a storm drainage system, and electrical
infrastructure to power streetlights located within the medians. The size, capacity, location, and extent of
all such utilities and infrastructure shall be as set forth in the applicable Approved Plans. Sanitary sewer and
natural gas crossings shall be installed beneath both Segments per the Approved Plans during construction
to avoid the need for directional boring; provided, however, that installation of sanitary sewer and natural
gas main lines shall not be required for the construction of either Segment. Upon completion of
construction of each Segment, such Segment, together with all associated infrastructure constructed as part
of such Segment and reflected in the Approved Plans, including any required offsite improvements, shall
be dedicated to the City and shall be maintained by the City, with all ongoing operational and utility costs
associated therewith shall be the responsibility of the City.
(c) In accordance with Chapter 2253 of the Texas Government Code, the Developer
shall, prior to beginning construction on a Forestbrook Blvd Project or Segment of the Forestbrook Blvd
Project, cause its general contractor or general contractors to obtain payment and performance bonds, in
the whole amount of each prime contract, naming the City as the Obligee, in accordance with Chapter
2253 of the Texas Government Code for the Forestbrook Blvd Project or phase of the Forestbrook Blvd
Project in their respective contracts. The Developer shall obtain said bond in the event the general
contractor or general contractors fails to procure said bond. The Developer shall submit evidence of
payment andperformance bonds as a condition of entitlement to TIRZ Revenues under this Agreement. The
Developer shall submit the original payment and performance bonds to the City for inspection and retention
immediately upon obtaining them, and shall attach copies of the bonds as a condition of entitlement to
TIRZ Revenues under this Agreement. Without limiting other material breaches, failure of the Developer
to comply with this section or Chapter 2253 of the Texas Government Code is a material breach of this
Agreement, and the City may terminate this Agreement and exercise any and all remedies allowed under
law if not remedied by Developer within the Remedy Period as defined in Section 7.2(d).
(d) The Developer shall diligently proceed to supervise and construct the Forestbrook
Blvd Project and pay all costs related thereto substantially in accordance with applicable federal, state and
local laws and ordinances, and the plans and specifications approved by the appropriate department of the
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City and the TIRZ Board. At each meeting of the TIRZ Board, the Developer shall provide reports
regarding the progress of construction. The Developer shall allow the City and/or the TIRZ Board
reasonable access to the Project by qualified inspectors of the City for inspections during and upon
completion of the construction of the Project for the City to assess the Developer's compliance with this
Agreement.
3.5 Economic Development Land Contributions. The Parties acknowledge that certain land
(or rights-of-way thereof) located within the boundaries of the TIRZ may be conveyed by Developer or
acquired by Developer or a third parry for the construction of substantial economic development assets,
including, without limitation, thoroughfare roadways, infrastructure corridors, utilities, and similar
improvements intended to facilitate development within the TIRZ and advance the economic development
objectives of the Project Plan and Financing Plan (the "Plan Development"). Such conveyances or
acquisitions of land (collectively, "Land Contributions") may be undertaken in furtherance of the
development of the TIRZ and the implementation of the Plan Development. The Parties acknowledge that
any land or rights-of-way conveyed, dedicated, or otherwise provided by Developer for public
infrastructure or other economic development purposes within the TIRZ constitutes a material economic
contribution by Developer toward the implementation of the Plan Development and the overall
development of the TIRZ. In recognition of such contribution, and subject to compliance with applicable
law, the City agrees to consider in good faith the potential exchange of land conveyed or dedicated by
Developer for other City -owned land, currently owned or hereafter acquired by the City. The specific
parcels to be exchanged, if any, the valuation of the properties, and the terms and conditions of any such
exchange, if any, shall be determined by mutual agreement of the Parties at the time such exchange is
proposed. The City acknowledges that land or rights-of-way conveyed, dedicated, or otherwise provided
by Developer within the TIRZ for public infrastructure, roadway improvements, utilities, or other public
purposes may represent substantial value contributed by Developer toward the economic development of
the TIRZ, and the City agrees that such contributions may be considered by the City in connection with
future requests by Developer for land exchanges, land use approvals, or other development -related
considerations within the T=, subject to compliance with applicable law. It is further acknowledged that
other than what right of way may be required to be obtained by the City through its powers of eminent
domain from third parties not party to this Agreement, the City has no obligation to purchase land from
Developer for the completion of the Forestbrook Blvd Project. Consequently, in the event that Developer
exercises its rights under Section 3.8 herein and opts not to complete the Forestbrook Blvd Western
Segment, Developer will dedicate and/or otherwise convey to the City, at no cost, the 80 foot wide right
of way through that portion of the TIRZ Property that Developer owns over which Developer would have
constructed said Forestbrook Blvd Western Segment in accordance with the approved engineering plans
so that City, at its option, may at some future date construct the Forestbrook Blvd Western Segment.
Developer further agrees to refrain from selling, conveying, or otherwise alienating said 80 foot wide right
of way prior to exercising its option under Section 3.8.
3.6 Timing of Project Construction. The Developer will commence the construction of the
Forestbrook Blvd Project on or before the dates specified for such Forestbrook Blvd Project in Exhibit D.
unless the Developer and the TIRZ Board agree otherwise in writing, and will proceed with reasonable
diligence to completion. The date for commencement of the Forestbrook Blvd Project shall be tolled
during any period resulting from a delay caused by the City or the TIRZ Board, or during any period of
Force Majeure, or during any period required for the acquisition of property rights, rights-of-way, or
easements, including any delay associated with the exercise of eminent domain or condemnation
proceedings as contemplated under Section 3.10 below.
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3.7 Optional Relinquishment of TIRZ Revenue for Forestbrook Blvd Eastern Segment and
Forestbrook Blvd Western Segment.
(a) Notwithstanding any other provision of this Agreement, Developer shall have the
right, exercisable at any time during the twelve (12) month period following the Effective Date (the
"Forestbrook Blvd Relinquishment Period"), to irrevocably relinquish all rights to receive the Forestbrook
Blvd TIRZ Revenues for both the Forestbrook Blvd Eastern Segment and the Forestbrook Blvd Western
Segment under this Agreement, as shown on Exhibit A, by delivering written notice thereof to the City.
Upon relinquishment, Developer shall be relieved of any and all obligations under this Agreement to
construct the Forestbrook Blvd Project.
(b) Upon Developer's relinquishment of Forestbrook Blvd Project TIRZ Revenues, the
City may, in its sole discretion, dissolve the TIRZ. In such event, any Forestbrook Blvd TIRZ Revenues
for both the Eastern Segment and Western Segment that would otherwise be payable to Developer shall
not be owed or payable to Developer. If the City elects not to dissolve the TIRZ, any such revenues shall
thereafter be retained by the City and may be used by the City for any lawful purpose, including, without
limitation, the design, construction, and completion of the Forestbrook Blvd Project.
3.8 Optional Relinquishment of TIRZ Revenue for Forestbrook Blvd Western Segment.
(a) Notwithstanding any other provision of this Agreement, Developer shall have the
right, exercisable at any time during the thirty-six (36) month period following the completion of the
Forestbrook Blvd Eastern Segment (the "Forestbrook Blvd Western Segment Relinquishment Period"), to
irrevocably relinquish all rights to receive Forestbrook Blvd Western Segment TIRZ Revenues under this
Agreement by delivering written notice thereof to the City. Upon relinquishment, Developer shall be
relieved of any and all obligations under this Agreement to construct the Forestbrook Blvd Western
Segment, including any and all obligations concerning the preparation of the construction thereof,
provided that Developer shall remain responsible for all costs incurred by Developer in preparing the
Eastern Segment Approved Plans and Western Segment Approved Plans for the Forestbrook Blvd Western
Segment, for which no reimbursement shall be owed to Developer. In the event Developer elects to
relinquish the Forestbrook Blvd Western Segment TIRZ Revenues pursuant to this Section, Developer
shall dedicate and/or convey to the City, at no cost, Developer's interest in the portions of the 80 foot wide
right of way depicted in Exhibit B for the Forestbrook Blvd Western Segment that is within the TIRZ and
owned by Developer. Said dedication or conveyance shall be made at the time that Developer exercises
this option. In the event Developer elects to relinquish the Forestbrook Blvd Western Segment TIRZ
Revenues pursuant to this Section, Developer shall, within thirty (30) days following delivery of the
written notice of relinquishment, provide engineering plans for the Forestbrook Blvd Western Segment.
Furthermore, the construction by Developer of any portion of the Forestbrook Blvd Project beyond 3,400
linear feet during the construction of the Forestbrook Blvd Eastern Segment shall not, by itself, constitute
commencement or construction of the Forestbrook Blvd Western Segment or impair Developer's right to
relinquish the Forestbrook Blvd Western Segment TIRZ Revenues pursuant to this Agreement.
(b) Upon Developer's relinquishment of the Forestbrook Blvd Western Segment TIRZ
Revenues, any Forestbrook Blvd Western Segment TIRZ Revenues, including the accrued revenues of the
Forestbrook Blvd Western Segment, shall thereafter be retained by the City and may be used by the City, in
the City's sole discretion, for any lawful purpose, including, without limitation, the design, construction, and
completion of the Forestbrook Blvd Project. In such event, any Forestbrook Blvd TIRZ Revenues for the
Western Segment that would otherwise be payable to Developer shall not be owed or payable to Developer
Notwithstanding the foregoing, nothing herein shall be deemed to affect, limit, or impair Developer's rights
4899-7656-8688:02
to any TIRZ Revenues attributable to the Forestbrook Blvd Eastern Segment, all of which shall remain
payable to Developer in accordance with this Agreement.
3.9 Cost of Utilities, Permit Fees, Inspections and Testing, and Future Fees. Developer
shall pay, or cause to be paid, monthly rates and charges for all utilities (including but not limited to water,
electricity, and sewer services) used by Developer in all areas owned by Developer during construction of
the Forestbrook Blvd Project. Due to Developer's contribution to Forestbrook Boulevard, the City shall
waive any and all permit fees, inspection fees, and testing fees required for the construction of Forestbrook
Boulevard by Developer. Furthermore, for any development occurring within the Forestbrook Planned
Development Zoning Ordinance 2022-066, the City agrees not to impose or implement any new fees,
including but not limited to impact fees, that do not exist as of the date Zoning Ordinance 2022-066 was
passed, in connection with the construction, use, or development of such areas, except for the monthly
utility rates and charges referenced above.
3.10 Eminent Domain. The Parties acknowledge that the Developer may be required to acquire
certain Off -Site Property rights and interests to allow for certain Forestbrook Blvd Project infrastructure
and specifications to be constructed to serve the Property. Developer shall use commercially reasonable
efforts, which shall include providing to landowner a bona fide offer, survey, and appraisal, to obtain all
third -Party rights-of-way, consents, or easements, if any, needed to construct Forestbrook Blvd Project
infrastructure, including any off-site infrastructure on Off -Site Property necessary for the Forestbrook
Blvd Project. If, however, Developer is unable to obtain such third -Party rights-of-way, consents, or
easements within ninety (90) days of providing the landowner bona fide offer, survey, and appraisal to
obtain the needed rights-of-way, consents, or easements, then, as a condition to requiring the Developer to
construct off-site improvements, the City shall take reasonable steps to secure same for any such portion
of the TIRZ Property through the use of the City's power of eminent domain and the City will use all
reasonable efforts to expedite such condemnation procedures so that the Forestbrook Blvd Project can
be constructed as soon as reasonably practicable. Nothing in this subsection is intended to constitute a
delegation of the police powers or governmental authority of the City, and the City reserves the right, at
all times, to control its proceedings in eminent domain.
IV.
CITY AND DEVELOPER COVENANTS
4.1 The City. The City hereby represents and warrants to the Developer that the City has full
constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver
and perform the terms and obligations of this Agreement, and all of the foregoing have been or will be
duly and validly authorized and approved by all necessary City proceedings, findings and actions.
Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, is enforceable
in accordance with its terms and provisions and does not require the consent of any other governmental
authority.
4.2 The Developer. The Developer hereby represents and warrants to the City that the
Developer has full lawful right, power and authority to execute and deliver and perform the terms and
obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized
and approved by all necessary actions of the Developer.
4899-7656-8688.v12
V.
INSURANCE
5.1 Throughout the term of this Agreement, Developer shall, at its expense, maintain in full
force and effect, the following insurance:
A policy of insurance for bodily injury, death, and property damage insuring against all claims, demands
or actions relating to the Developer's performance of its obligations pursuant to this Agreement with (1)
a policy of comprehensive general liability (public) insurance with a minimum combined single limit of
not less than $1 Million Dollars per occurrence for bodily injury and property damage with an aggregate
of not less than $2 Million Dollars; and (2) policy of automobile liability insurance covering any
vehicles owned and/or operated by the Developer, its officers, agents, and employees, and used in the
performance of its obligations hereunder with a minimum of $1 Million Dollars.
5.2 All insurance and certificate(s) of insurance shall contain the following provisions: (i) name
the City, its officers, agents and employees as additional insureds as to all applicable coverage; (ii) provide
for at least thirty (30) days prior written notice to the City for cancellation, non -renewal, or material change
of the insurance; and (iii) provide for a waiver of subrogation against the City for injuries, including death,
property damage, or any other loss to the extent the same is covered by the proceeds of insurance.
5.3 All insurance companies providing the required insurance shall be authorized to transact
business in Texas and rated at least "A" by AM Best or other equivalent rating service and must be
acceptable to the City.
5.4 A certificate of insurance evidencing the required insurance shall be submitted prior to
beginning construction of a Project.
5.5 Without limiting any of the other obligations or liabilities of the Developer, the Developer
shall require its general contractors, at the general contractor's own expense, to maintain during the term
of this Agreement, the required insurance, including the required certificate and policy conditions as stated
herein.
VI.
EMPLOYMENT OF UNDOCUMENTED WORKERS
During the term of this Agreement, the Developer agrees not to knowingly employ any undocumented
workers and if convicted of a violation under 8 U. S.C. Section 1324a (f), Developer shall repay the amount
of TIRZ Revenues received by the Developer as of the date of such violation within 120 business days
after the date the Developer is so convicted, 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, from the date of such notice until paid.
VII.
GENERAL PROVISIONS
7.1 Time of the Essence. Time is of the essence of this Agreement. The Parties will make every
reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of
4899-7656-8688.v12
this Agreement requires their continued cooperation.
7.2 Default and Remedies.
(a) Failure of the Developer to meet any deadlines under this Agreement shall give the
TIRZ the right to remove from eligibility the TIRZ Revenues for a Project Segment in which the applicable
deadline was not met.
(b) A Party shall be deemed in default under this Agreement (which shall be deemed a
breach hereunder) if such Party fails to materially perform, observe or comply with any of its covenants,
agreements or obligations hereunder or breaches or violates any of its representations contained in this
Agreement.
(c) The City acknowledges this Agreement is a contract subject to Texas Local
Government Code Chapter 271, Subchapter I.
(d) Before any failure of any Party to perform its obligations under this Agreement
shall be deemed to be a breach of this Agreement, the Party claiming such failure shall notify, in writing,
the Party alleged to have failed to perform or the alleged failure and shall demand performance. No breach
of this Agreement may be found to have occurred if performance has commenced within ninety (90) days
of the receipt of such notice and thereafter diligently pursued until completion (the "Remedy Period").
Upon a breach of this Agreement, the nondefaulting Party, in any court of competent jurisdiction, by an
action or proceeding at law or in equity, may secure the specific performance of the covenants and
agreements herein contained, may be awarded damages for failure of performance, or both. Except as
otherwise set forth herein, no action taken by a Party pursuant to the provisions of this Section or pursuant
to the provisions of any other Section of this Agreement shall be deemed to constitute an election of
remedies; and all remedies set forth in this Agreement shall be cumulative and non-exclusive of any other
remedy either set forth herein or available to any Party at law or in equity. Each of the Parties shall have
the affirmative obligation to mitigate its damages in the event of a default by the other Party.
(e) Notwithstanding anything in this Agreement which is or may appear to be to the
contrary, if the performance of any covenant or obligation to be performed hereunder by any Party is
delayed as a result of delays caused by another Party or by Force Majeure, the time for such performance
shall be extended by the amount of time of such delay. Any suspension of obligation(s) because of any
Force Majeure shall terminate automatically sixty (60) days following the conclusion of the Force Majeure
circumstance(s), unless otherwise separately agreed by the Parties or unless the Party whose obligation
was suspended by the Force Majeure is prohibited by law to perform such obligation, in which case said
Party shall perform such obligation(s) as soon as reasonably practical after the legal impediment to such
performance has ended.
7.3 Personal Liability of Public Officials. To the extent permitted by State law, no public
official or employee shall be personally responsible for any liability arising under or growing out of this
Agreement.
7.4 Notices. Any notice sent under this Agreement (except as otherwise expressly required)
shall be written and mailed or sent by rapid transmission confirmed by mailing written confirmation at
substantially the same time as such rapid transmission, or personally delivered to an officer of the
receiving Party at the following addresses:
4899-7656-8688.v12
To the City: Rose Beverly
City Manager
135 1st St SE
Paris, Texas 75460
Email: rbeverly@paristexas.gov
With a copy to: Stephanie H. Harris
City Attorney
135 lst St SE
Paris, Texas 75460
Email: sharris@paristexas.gov
To Developer: Lone Star Planned Developments, LLC
Attn: Nathan Spaulding
609 S Goliad St #656
Rockwall, Texas 75087
Email: nspaulding@lonestarpds.com
With a copy to: Coats Rose, P.C.
Attn: Hicham Chiali
Greenway Plaza, Suite 1000
Houston, Texas 77046
Email: hchiali@coatsrose.com
Each Party may change its address by written notice in accordance with this Section. Any
communication addressed and mailed in accordance with this Section shall be deemed to be given when
so mailed, any notice so sent by rapid transmission shall be deemed to be given when receipt of such
transmission is acknowledged, and any communication so delivered in person shall be deemed to be given
when received for, or actually received by, an authorized officer of the City or the Developer, as the case
may be.
7.5 Amendments and Waivers. Any provision of this Agreement may be amended or waived
if such amendment or waiver is in writing and is approved by the City and the Developer. No course of
dealing on the part of the Parties nor any failure or delay by the Parties with respect to exercising any
right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, except as otherwise
provided in this Agreement.
7.6 Invalidity. In the event that any of the provisions contained in this Agreement shall be held
unenforceable in any respect, such unenforceability shall not affect any other provisions of this Agreement
and, to that end, all provisions, covenants, agreements or portions of this Agreement are declared to be
severable.
7.7 Successors and Assigns. This Agreement shall be binding on and inure to the benefit of
the Parties and their respective successors and assigns. Except as specifically provided herein, this
Agreement is not assignable without the prior written permission of the other Party thereto, which
permission shall not be unreasonably withheld. However, the Developer can assign its rights to receive
TIRZ Revenues under this Agreement to its lender(s) without the consent of the other Party; provided that
the Developer shall provide written notice of such assignment to the other Party within 30 days of the
4899-7656-8688.v12
effective date of such assignment.
7.8 Exhibits, Titles of Sections and Subsections. The exhibits attached to this Agreement are
incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except
that in the event of any conflict between any of the provisions of such exhibits and the provisions of this
Agreement, the provisions of this Agreement shall prevail. In the event of any inconsistency between the
metes and bounds descriptions contained in Exhibit A and the metes and bounds descriptions contained in
the surveys included in Exhibit B, the metes and bounds descriptions contained in the surveys included in
Exhibit B shall control. All titles or headings are only for the convenience of the Parties and shall not be
construed to have any effect or meaning as to the agreement between the Parties hereto. Any reference
herein to a section or subsection shall be considered a reference to such section or subsection of this
Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to
the applicable exhibit attached hereto unless otherwise stated.
7.9 Applicable Law. This Agreement is a contract made under and shall, be construed in
accordance with and governed by the laws of the United States of America and the State of Texas, and
any actions concerning this Agreement shall be brought in either the Texas State Courts of Lamar County,
Texas or the United States District Court for the Eastern District of Texas.
7.10 Entire Agreement. This written agreement represents the final agreement between the
Parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements
of the Parties. There are no unwritten oral agreements between the Parties.
7.11 Term and Termination. This Agreement shall be in force and effect from the effective
date of this Agreement for a term expiring on December 31, 2058.
7.12 Approval by the Parties. Whenever this Agreement requires or permits approval or
consent to be hereafter given by any of the Parties, the Parties agree that such approval or consent shall
not be unreasonably withheld or delayed.
7.13 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics
Commission's (the "TEC") electronic filing application in accordance with the provisions of Section
2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The
City hereby confirms receipt of the Form 1295 from Developer, and the City agrees to acknowledge such
form with the TEC through its electronic filing application not later than the 30th day after the receipt of
such form. The Parties understand and agree that, with the exception of information identifying the City
and the contract identification number, neither the City nor its consultants are responsible for the
information contained in the Form 1295; that the information contained in the Form 1295 has been
provided solely by Developer; and, neither the City nor its consultants have verified such information.
7.14 Counterparts. This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same agreement.
7.15 Interpretation. This Agreement has been jointly negotiated by the Parties and shall not be
construed against a Party because that Party may have primarily assumed responsibility for the drafting of
this Agreement.
7.16 Independent Contractors. It is expressly understood and agreed by the Developer that in
performing its services hereunder it shall at no time be acting as agents of the City or the TIRZ Board and
4899-7656-8688.v12
that all consultants or contractors engaged by the Developer understands and agrees that the City and the
TIRZ Board shall not be liable for any claims that may be asserted by any third Party occurring in
connection with services performed by the Developer under this Agreement unless such claims are due to
the fault of the City or the TIRZ Board.
7.17 INDEMNIFICATION. THE DEVELOPER COVENANTS AND AGREES TO FULLY
INDEMNIFY AND HOLD HARMLESS, THE CITY AND THE TIRZ BOARD AND THEIR
RESPECTIVE ELECTED AND APPOINTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS
AND REPRESENTATIVES, INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY
AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES,
PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY
KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH
AND PROPERTY DAMAGES, MADE UPON THE CITY OR THE TIRZ BOARD DIRECTLY OR
INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO THE DEVELOPER'S
NEGLIGENCE, WILLFUL MISCONDUCT OR CRIMINAL CONDUCT IN ITS ACTIVITIES UNDER
THIS AGREEMENT, INCLUDING ANY SUCH ACTS OR OMISSIONS OF THE DEVELOPER, ANY
AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR
SUBCONSULTANTS OF THE DEVELOPER, AND THEIR RESPECTIVE OFFICERS, AGENTS,
EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE EXERCISE OR
PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS AGREEMENT, ALL WITHOUT,
HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY ORTHE
TIRZ BOARD UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW. NOTWITHSTANDING THE FOREGOING, NO
INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR
EXPENSE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY
ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF ANY
INDEMNIFIED PARTY. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE
BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY
RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. THE
DEVELOPER SHALL PROMPTLY ADVISE THE CITY AND THE TIRZ BOARD IN WRITING OF
ANY CLAIM OR DEMAND AGAINST THE CITY OR THE TIRZ BOARD AND SHALL SEE TO
THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT THE DEVELOPER'S
COST TO THE EXTENT REQUIRED UNDER THE INDEMNITY IN THIS PARAGRAPH. THE CITY
AND THE TIRZ BOARD SHALL HAVE THE RIGHT, AT THEIR OPTION AND AT THEIR OWN
EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING THE DEVELOPER OF
ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH. TO THE EXTENT PERMITTED BY
LAW, THE CITY AND THE TIRZ BOARD SHALL INDEMNIFY, DEFEND, AND HOLD
HARMLESS DEVELOPER, ITS OFFICERS, EMPLOYEES, AGENTS, AND SUBCONTRACTORS
FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, OR
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF OR
RESULTING FROM INJURY, DEATH, OR PROPERTY DAMAGE TO CITY EMPLOYEES,
AGENTS, OR CONTRACTORS OCCURRING WHILE SUCH PERSONS ARE ON THE PROJECT
SITE, INCLUDING BUT NOT LIMITED TO INSPECTIONS OR SITE VISITS, WHETHER SUCH
INJURY OR DAMAGE ARISES FROM KNOWN OR UNKNOWN SITE CONDITIONS OR
HAZARDS, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL
MISCONDUCT OF DEVELOPER OR ITS SUBCONTRACTORS.
DEVELOPER SHALL INDEMNIFY THE CITY, THE TIRZ BOARD AND THEIR RESPECTIVE
OFFICIALS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES,
4899-7656-8688.v12
DAMAGES, CAUSES OF ACTIONS, SUITS AND LIABILITIES ARISING OUT OF DEVELOPER'S
GENERAL CONTRACTOR'S ACTIONS RELATED TO THE CONSTRUCTION OF THE PROJECTS
THE DEVELOPER SHALL ALSO REQUIRE ITS GENERAL CONTRACTOR(S) WORKING ON
THE FORESTBROOK BLVD PROJECT TO INDEMNIFY THE CITY, THE TIRZ BOARD AND
THEIR RESPECTIVE OFFICIALS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTIONS, SUITS AND LIABILITIES ARISING OUT
OF THEIR ACTIONS RELATED TO THE PERFORMANCE OF THIS AGREEMENT, UTILIZING
THE SAME INDEMNIFICATION LANGUAGE CONTAINED HEREIN, IN ITS ENTIRETY.
7.18 Anti -Boycott Verifications. The Developer hereby verifies that it and its parent company,
wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not
boycott Israel during the term of this Agreement. The foregoing verification is made pursuant to Section
2271.002, Texas Government Code. As used in the foregoing verification, "boycott Israel' means refusing
to deal with, terminating business activities with, or otherwise taking any action that is intended to
penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with person
or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made
for ordinary business purposes. The Developer understands "affiliate" to mean an entity that controls, is
controlled by, or is under common control with the Developer and exists to make a profit. Notwithstanding
anything contained herein, the representations and covenants contained in this section shall survive
termination of this Agreement until the statute of limitations has run.
7.19 Iran, Sudan and Foreign Terrorist Organizations. The Developer represents that neither
it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section
2252.153 or Section 2270.0201, Texas Government Code. The foregoing representation is made pursuant
to Section 2252.152, Texas Government Code, and excludes the Developer and its parent company, wholly -
or majority-owned subsidiaries, and other affiliates, if any, that the United States government has
affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or
any federal sanctions regime relating to a foreign terrorist organization. The Developer understands
"affiliate" to mean any entity that controls, is controlled by, or is under common control with the Developer
and exists to make a profit. Notwithstanding anything contained herein, the representations and covenants
contained in this section shall survive termination of the Agreement until the statute of limitations has run.
7.20 Verifications Pursuant to Chapter 2276, Texas Government Code. The Developer
hereby verifies that it and its parent companies, wholly- or majority- owned subsidiaries, and other
affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term
of this Agreement. The foregoing verification is made pursuant to Section 2276.002, Texas Government
Code, as amended. As used in the foregoing verification, "boycott energy companies" shall have the
meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code. The
Developer understands "affiliate" to mean an entity that controls, is controlled by, or is under common
control with the Developer and exists to make a profit. Notwithstanding anything contained herein, the
representations and covenants contained in this section shall survive termination of the Agreement until
the statute of limitations has run.
7.21 Verification Pursuant to Chapter 2274, Texas Government Code. The Developer
hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates,
if any:
(a) do not have a practice, policy, guidance or directive that discriminates against a
firearm entity or firearm trade association; and
4899-7656-8688.v12
(b) will not discriminate during the term of this Agreement against a firearm entity
or firearm trade association during the term of this Agreement.
The foregoing verification is made pursuant to Section 2274.002, Texas Government Code, as
amended. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade
association" shall have the meaning assigned to such term in Section 2274.001(3), Texas Government
Code, "firearm entity" shall have the meaning assigned to such term in Section 2274.001(6), Texas
Government Code, and "firearm trade association" shall have the meaning assigned to such term in Section
2274.001(7), Texas Government Code. The Developer understands "affiliate" to mean an entity that
controls, is controlled by, or is under common control with the Developer and exists to make a profit.
Notwithstanding anything contained herein, the representations and covenants contained in this section
shall survive termination of the Agreement until the statute of limitations has run.
7.22 Exhibits. The following exhibits are attached to this Agreement and are incorporated
herein for all purposes:
Exhibit A Metes and Bounds Descriptions of the TIRZ Property and TIRZ Revenue
Segments
Exhibit B Survey Maps of the TIRZ Property, TIRZ Revenue Segments,
and Forestbrook Blvd Project
Exhibit C Forestbrook B1vdProject Costs
Exhibit D Timeline of Design and Construction of
Forestbrook Blvd Project
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK. THE EXECUTION PAGES FOLLOWS.]
4899-7656-8688.v12
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY OF PARIS
? d ,
By:
Name: Mihir Pankaj
Title: Mayor
ATTEST
Name: Janice Ellis
Title: City Clerk
APPROVED AS TO FORM
Name: Stephanie H. Harris
Title: City Attorney
STATE OF TEXAS
COUNTY OF LAMAR
This instrument was acknowledged before me on this day of 2026, by
Mihir Pankaj, Mayor of the City of Paris, Texas, on behalf of said City.
Notary Public, State of Texas
[SEAL]
4899-7656-8688.v12
DEVELOPER:
LONE STAR PLANNED DEVELOPMENTS,
LLC,
a Texas limited liability company
By:
Name: Nathan Spaulding
Title: Manager
STATE OF TEXAS
COUNTY OF LAMAR
This instrument was acknowledged before me on this day of 2026, by
Nathan Spaulding, Managing Member of the Developer.
Notary Public, State of Texas
[SEAL]
4899-7656-8688.v12
EXHIBIT A
Metes and Bounds Descriptions of the TIRZ Property and
TIRZ Revenue Segments
Organization of Exhibit A:
Tract 1, Tract 2, and Tract 3 collectively comprise the TIRZ Property.
Tract 1 and Tract 3 constitute the Forestbrook Blvd Western Segment TIRZ Revenue
area.
Tract 2 constitutes the Forestbrook Blvd Eastern Segment TIRZ Revenue area.
TRACT 1
114.473 ACRES
IN THE JOSEPH LEACH SURVEY, A-524,
LAMAR COUNTY, TEXAS
FIELD NOTES TO ALL THAT CERTAIN TRACT OR PARCEL SITUATED IN THE JOSEPH
LEACH SURVEY, ABSTRACT NUMBER 524, LAMAR COUNTY, TEXAS AND BEING ALL
OF A CALLED 76.26 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO LONE STAR
PLANNED DEVELOPMENTS, LLC AS RECORDED IN DOCUMENT NUMBER 212730-
2024 OF THE OFFICIAL PUBLIC RECORDS OF LAMAR COUNTY, TEXAS, BEING ALL
OF A CALLED 4.73 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO LONE STAR
PLANNED DEVELOPMENTS, LLC AS RECORDED IN DOCUMENT NUMBER 212726-
2024 OF SAID PUBLIC RECORDS, BEING ALL OF A CALLED 2.671 ACRE TRACT OF
LAND DESCRIBED IN THE DEED TO PATRICIA A. SHORT AS RECORDED IN
DOCUMENT NUMBER 213825-2024 OF SAID PUBLIC RECORDS, BEING ALL OF A
CALLED 2.198 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO PATRICIA A.
SHORT AND BENNY L. SHORT AS RECORDED IN VOLUME 687, PAGE 426 OF SAID
PUBLIC RECORDS, BEING A PART OF A CALLED 91.20 ACRE TRACT OF LAND
DESCRIBED AS TRACT 1, BEING A PART OF A CALLED 19.36 ACRE TRACT OF LAND
DESCRIBED AS TRACT 2, AND BEING A PART OF A CALLED 4.76 ACRE TRACT OF
LAND DESCRIBED AS TRACT 3 IN THE DEED TO LONE STAR PLANNED
DEVELOPMENTS, LLC AS RECORDED IN DOCUMENT NUMBER 203288-2023 OF SAID
PUBLIC RECORDS, AND BEING A PART OF A CALLED 56.540 ACRE TRACT OF LAND
DESCRIBED IN THE DEED TO CHAD HELBERG AND MANDY HELBERG AS
4899-7656-8688.v12
RECORDED IN DOCUMENT NUMBER 222421-2025 OF SAID PUBLIC RECORDS AND
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF THE TRACT BEING DESCRIBED
HEREIN, AT A 1/2 -INCH CAPPED IRON ROD FOUND FOR CORNER IN THE SOUTH
RIGHT OF -WAY LINE OF TEXAS AND PACIFIC RAILROAD, AT THE NORTHWEST
CORNER OF SAID 76.26 ACRE TRACT AND AT THE NORTHEAST CORNER OF A
CALLED 82.654 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO PARIS JUNIOR
COLLEGE DISTRICT AS RECORDED IN VOLUME 334, PAGE 286 OF SAID PUBLIC
RECORDS;
THENCE WITH THE NORTH LINE OF SAID 76.26 ACRE TRACT AND SAID SOUTH
RIGHT-OF-WAY LINE, THE FOLLOWING TWO (2) COURSES AND DISTANCES:
1. SOUTH 85 DEGREES 03 MINUTES 03 SECONDS EAST A DISTANCE OF 1213.57
FEET TO A 1/2 -INCH CAPPED IRON ROD FOUND FOR CORNER;
2. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 419.25 FEET, A RADIUS OF
1959.86 FEET, AND WHOSE CHORD BEARS NORTH 88 DEGREES 53 MINUTES 02
SECONDS EAST, WITH A CHORD LENGTH OF 418.46 FEET TO A 1/2 -INCH IRON ROD
FOUND FOR CORNER, AT THE NORTHEAST CORNER OF SAID 76.26 ACRE TRACT;
THENCE WITH THE EAST LINE OF SAID 76.26 ACRE TRACT, THE FOLLOWING THREE
(3) COURSES AND DISTANCES:
1. SOUTH 01 DEGREES 13 MINUTES 32 SECONDS EAST A DISTANCE OF 1634.78
FEET TO A 1/2 -INCH IRON ROD FOUND FOR CORNER;
2. NORTH 89 DEGREES 54 MINUTES 09 SECONDS EAST A DISTANCE OF 314.75
FEET TO A 1/2 -INCH IRON ROD FOUND FOR CORNER;
3. SOUTH 01 DEGREES 03 MINUTES 49 SECONDS EAST A DISTANCE OF 284.11
FEET TO A CAPPED IRON ROD SET (LABELED 4857, TYPICAL) FOR CORNER;
THENCE SOUTH 69 DEGREES 51 MINUTES 10 SECONDS EAST A DISTANCE OF 610.89
FEET TO A T POST FOUND FOR CORNER, AT THE SOUTHWEST CORNER OF A CALLED
15.824 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO CHAD ALLAN HELBERG
AS RECORDED IN DOCUMENT NUMBER 195120-2022 OF SAID PUBLIC RECORDS;
THENCE SOUTH 69 DEGREES 12 MINUTES 16 SECONDS EAST WITH THE SOUTH LINE
OF SAID 15.824 ACRE TRACT A DISTANCE OF 805.38 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
THENCE NORTH 20 DEGREES 36 MINUTES 24 SECONDS EAST A DISTANCE OF 12.78
FEET TO A 1/2 -INCH IRON ROD FOUND FOR CORNER, AT THE NORTHWEST CORNER
OF SAID 2.671 ACRE TRACT;
4899-7656-8688.v12
THENCE SOUTH 70 DEGREES 31 MINUTES 49 SECONDS EAST A DISTANCE OF 535.75
FEET TO A CAPPED IRON ROD SET FOR CORNER AT THE NORTHERN MOST
NORTHEAST CORNER OF SAID 2.617 ACRE TRACT;
THENCE SOUTH 19 DEGREES 26 MINUTES 35 SECONDS WEST A DISTANCE OF 128.19
FEET TO A CAPPED IRON ROD SET FOR CORNER AT THE REENTRANT CORNER OF
SAID 2.671 ACRE TRACT;
THENCE SOUTH 70 DEGREES 27 MINUTES 13 SECONDS EAST A DISTANCE OF 22 1. 10
FEET TO A 5/8 -INCH IRON ROD FOUND FOR CORNER IN THE WEST RIGHT-OF-WAY
LINE OF N.W. LOOP 286, AT THE
EASTERN MOST NORTHEAST CORNER OF SAID 2.671 ACRE TRACT;
THENCE SOUTH 01 DEGREES 28 MINUTES 45 SECONDS EAST, WITH THE WEST
RIGHTOF-WAY LINE OF SAID N.W. LOOP 286 AND THE EAST LINES OF SAID 2.671
ACRE TRACT AND 2.198 ACRE TRACT, PASSING EN ROUTE A 1/2 -INCH IRON ROD
FOUND AT DISTANCE OF 190.94 FEET AND CONTINUING ON SAID COURSE A TOTAL
DISTANCE OF 217.23 FEET TO A CAPPED IRON ROD SET FOR CORNER;
THENCE SEVERING SAID 4.76 ACRE TRACT, THE FOLLOWING TWO (2) COURSES
AND DISTANCES:
1. WITH A CURVE TO THE RIGHT AN ARC LENGTH OF 174.05 FEET, A RADIUS OF
1907.29 FEET, AND WHOSE CHORD BEARS NORTH 73 DEGREES 07 MINUTES 05
SECONDS WEST, WITH A CHORD LENGTH OF 173.99 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
2. NORTH 70 DEGREES 30 MINUTES 14 SECONDS WEST A DISTANCE OF 1113.29
FEET TO A CAPPED IRON ROD SET FOR CORNER;
THENCE SEVERING SAID 4.76 ACRE TRACT AND SAID 19.36 ACRE TRACT, WITH A
CURVE TO THE LEFT AN ARC LENGTH OF 660.67 FEET, A RADIUS OF 1960.00 FEET,
AND WHOSE CHORD BEARS NORTH 80 DEGREES 23 MINUTES 42 SECONDS WEST,
WITH A CHORD LENGTH OF 657.55 FEET TO A CAPPED IRON ROD SET FOR CORNER;
THENCE SOUTH 89 DEGREES 56 MINUTES 54 SECONDS WEST, SEVERING SAID 19.36
ACRE TRACT AND SAID 91.20 ACRE TRACT, A DISTANCE OF 276.20 FEET TO A CAPPED
IRON ROD SET FOR CORNER;
THENCE SEVERING SAID 91.20 ACRE TRACT, THE FOLLOWING FOUR (4) COURSES
AND DISTANCES:
1. WITH A CURVE TO THE RIGHT AN ARC LENGTH OF 211.15 FEET, A RADIUS OF
1880.00 FEET, AND WHOSE CHORD BEARS NORTH 86 DEGREES 50 MINUTES 03
4899-7656-8688.v12
SECONDS WEST, WITH A CHORD LENGTH OF 211.04 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
2. NORTH 83 DEGREES 36 MINUTES 59 SECONDS WEST A DISTANCE OF 1303.33
FEET TO A CAPPED IRON ROD SET FOR CORNER;
3. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 231.12 FEET, A RADIUS OF
1960.00 FEET, AND WHOSE CHORD BEARS NORTH 86 DEGREES 59 MINUTES 41
SECONDS WEST, WITH A CHORD LENGTH OF 230.99 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
4. SOUTH 89 DEGREES 37 MINUTES 38 SECONDS WEST A DISTANCE OF 131.37
FEET TO A CAPPED IRON ROD SET FOR CORNER IN THE WEST LINE OF SAID 91.20
ACRE TRACT,
THENCE NORTH 00 DEGREES 21 MINUTES 55 SECONDS WEST, WITH THE WEST LINE
OF SAID 91.20 ACRE TRACT, A DISTANCE OF 625.86 FEET TO A CAPPED IRON ROD
FOUND FOR CORNER, AT THE NORTHWEST CORNER OF SAID 91.20 ACRE TRACT
AND AT THE SOUTHWEST CORNER OF SAID 4.73 ACRE TRACT;
THENCE NORTH 00 DEGREES 44 MINUTES 17 SECONDS EAST, WITH THE WEST LINES
OF SAID 4.73 ACRE TRACT AND SAID 76.26 ACRE TRACT, A DISTANCE OF 1764.38
FEET TO THE PLACE OF BEGINNING AND CONTAINING 114.473 ACRES OF LAND,
MORE OR LESS.
TRACT 2
121.377 ACRES
IN THE JOSEPH LEACH SURVEY, A-524,
LAMAR COUNTY, TEXAS
FIELD NOTES TO ALL THAT CERTAIN TRACT OR PARCEL SITUATED IN THE JOSEPH
LEACH SURVEY, ABSTRACT NUMBER 524, LAMAR COUNTY, TEXAS AND BEING ALL
OF A CALLED 3.701 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO DALE LONG
AND BILLY G. LONG AS RECORDED IN VOLUME 668, PAGE 13 OF THE OFFICIAL
PUBLIC RECORDS OF LAMAR COUNTY, TEXAS, BEING A PART OF A CALLED 91.20
ACRE TRACT OF LAND DESCRIBED AS TRACT 1, BEING A PART OF A CALLED 19.36
ACRE TRACT OF LAND DESCRIBED AS TRACT 2, AND BEING A PART OF A CALLED
4.76 ACRE TRACT OF LAND DESCRIBED AS TRACT 3 IN THE DEED TO LONE STAR
PLANNED DEVELOPMENTS, LLC AS RECORDED IN DOCUMENT NUMBER 203288-
4899-7656-8688.v12
2023 OF SAID PUBLIC RECORDS, AND BEING A PART OF A CALLED 5.13 ACRE TRACT
OF LAND DESCRIBED IN THE DEED TO BILLY G. LONG AND DALE L. LONG AS
RECORDED IN DOCUMENT NUMBER 157159-2018 OF SAID PUBLIC RECORDS, BEING
A PART OF A CALLED 18.94 ACRE TRACT OF LAND DESCRIBED AS TRACT THREE IN
THE DEED TO PATHWAY CHURCH OF GOD OF PARIS AS RECORDED IN VOLUME 1076,
PAGE 88 OF SAID PUBLIC RECORDS, AND BEING A PART OF LOT 1, BLOCK A OF
COVENANT CHRISTIAN CHURCH ADDITION 351, AN ADDITION IN LAMAR COUNTY,
TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN SLIDE #410D OF THE
PLAT RECORDS OF LAMAR COUNTY, TEXAS, AND BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE TRACT BEING DESCRIBED
HEREIN, AT A 60-D NAIL FOUND FOR CORNER IN THE NORTH RIGHT-OF-WAY LINE
OF JEFFERSON ROAD (ALSO KNOWN AS FARM TO MARKET 1507 ROAD), AT THE
SOUTHWEST CORNER OF SAID 91.20 ACRE TRACT;
THENCE NORTH 00 DEGREES 21 MINUTES 55 SECONDS WEST, WITH THE WEST LINE
OF SAID 91.20 ACRE TRACT, A DISTANCE OF 1627.82 FEET TO A CAPPED IRON ROD
SET (LABELED 4857, TYPICAL) FOR CORNER;
THENCE SEVERING SAID 91.20 ACRE TRACT, THE FOLLOWING FOUR (4) COURSES
AND DISTANCES:
1. NORTH 89 DEGREES 37 MINUTES 38 SECONDS EAST A DISTANCE OF 131.37
FEET TO A CAPPED IRON ROD SET FOR CORNER;
2. WITH A CURVE TO THE RIGHT AN ARC LENGTH OF 231.12 FEET, A RADIUS OF
1960.00 FEET, AND WHOSE CHORD BEARS SOUTH 86 DEGREES 59 MINUTES 41
SECONDS EAST, WITH A CHORD LENGTH OF 230.99 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
3. SOUTH 83 DEGREES 36 MINUTES 59 SECONDS EAST A DISTANCE OF 1303.33
FEET TO A CAPPED IRON ROD SET FOR CORNER;
4. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 211.15 FEET, A RADIUS OF
1880.00 FEET, AND WHOSE CHORD BEARS SOUTH 86 DEGREES 50 MINUTES 03
SECONDS EAST, WITH A CHORD LENGTH OF 211.04 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
THENCE NORTH 89 DEGREES 56 MINUTES 54 SECONDS EAST, SEVERING SAID 91.20
ACRE TRACT AND SAID 19.36 ACRE TRACT, A DISTANCE OF 276.20 FEET TO A CAPPED
IRON ROD SET FOR CORNER;
THENCE SEVERING SAID 19.36 ACRE TRACT AND SAID 4.76 ACRE TRACT, WITH A
CURVE TO THE RIGHT AN ARC LENGTH OF 660.67 FEET, A RADIUS OF 1960.00 FEET,
4899-7656-8688.v12
AND WHOSE CHORD BEARS SOUTH 80 DEGREES 23 MINUTES 42 SECONDS EAST,
WITH A CHORD LENGTH OF 657.55 FEET TO A CAPPED IRON ROD SET FOR CORNER;
THENCE SEVERING SAID 4.76 ACRE TRACT, THE FOLLOWING TWO (2) COURSES
AND DISTANCES:
1. SOUTH 70 DEGREES 30 MINUTES 14 SECONDS EAST A DISTANCE OF 1113.29
FEET TO A CAPPED IRON ROD SET FOR CORNER;
2. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 174.05 FEET, A RADIUS OF
1907.29 FEET, AND WHOSE CHORD BEARS SOUTH 73 DEGREES 07 MINUTES 05
SECONDS EAST, WITH A CHORD LENGTH OF 173.99 FEET TO A CAPPED IRON ROD
SET FOR CORNER IN THE WEST RIGHT-OF-WAY LINE OF N.W. LOOP 286 AND IN THE
EAST LINE OF SAID 4.76 ACRE TRACT;
THENCE WITH THE WEST RIGHT-OF-WAY LINE OF SAID N.W. LOOP 286 AND THE
EAST LINE OF SAID 4.76 ACRE TRACT, THE FOLLOWING TWO (2) COURSES AND
DISTANCES:
1. SOUTH O1 DEGREES 28 MINUTES 45 SECONDS EASTADISTANCE OF 49.39 FEET
TO A CAPPED IRON ROD SET FOR CORNER;
2. SOUTH 00 DEGREES O1 MINUTES 03 SECONDS WEST A DISTANCE OF 27.96
FEET TO A 1/2 -INCH IRON ROD FOUND FOR CORNER, AT THE SOUTHEAST CORNER
OF SAID 4.76 ACRE TRACT AND AT THE NORTHEAST CORNER OF SAID LOT 1, BLOCK
A;
THENCE WITH THE WEST RIGHT-OF-WAY LINE OF SAID N.W. LOOP 286 AND THE
EAST LINE OF SAID LOT 1, BLOCK A, THE FOLLOWING TWO (2) COURSES AND
DISTANCES:
1. SOUTH 03 DEGREES 41 MINUTES 48 SECONDS WEST A DISTANCE OF 209.82
FEET TO A CONCRETE MONUMENT FOUND FOR CORNER;
2. WITH A CURVE TO THE RIGHT AN ARC LENGTH OF 118.26 FEET, A RADIUS OF
1772.86 FEET, AND WHOSE CHORD BEARS SOUTH 08 DEGREES 15 MINUTES 42
SECONDS WEST, WITH A CHORD LENGTH OF 118.24 FEET TO A CAPPED IRON ROD
FOUND FOR CORNER;
THENCE SOUTH 88 DEGREES 59 MINUTES 42 SECONDS WEST, SEVERING SAID LOT
1, BLOCK A, A DISTANCE OF 785.88 FEET TO A CAPPED IRON ROD SET FOR CORNER
IN THE WEST LINE OF SAID LOT 1, BLOCK AAND IN THE EAST LINE OF CEDAR PARK
PHASE 2, AN ADDITION IN LAMAR COUNTY, TEXAS, ACCORDING TO THE PLAT
THEREOF RECORDED IN SLIDE #326A OF SAID PLAT RECORDS;
4899-7656-8688.v12
THENCE NORTH 18 DEGREES 24 MINUTES 34 SECONDS WEST, WITH THE WEST LINE
OF SAID LOT 1, BLOCK A AND EAST LINE OF SAID CEDAR PARK PHASE 2, A
DISTANCE OF 254.18 FEET TO A 3/8 -INCH IRON ROD FOUND FOR CORNER, AT THE
NORTHEAST CORNER OF SAID CEDAR PARK PHASE 2 AND AT THE SOUTHEAST
CORNER OF SAID 19.36 ACRE TRACT;
THENCE SOUTH 71 DEGREES 58 MINUTES 08 SECONDS WEST, WITH THE SOUTH
LINE OF SAID 19.36 ACRE TRACT AND NORTH LINE OF SAID CEDAR PARK PHASE 2,
A DISTANCE OF 254.87 FEET TO A 3/8 -INCH IRON ROD FOUND FOR CORNER, AT THE
NORTHWEST CORNER OF SAID CEDAR PARK PHASE 2 AND AT THE NORTHEAST
CORNER OF SAID 18.94 ACRE TRACT;
THENCE SOUTH 17 DEGREES 15 MINUTES 49 SECONDS EAST, WITH AN EAST LINE
OF SAID 18.94 ACRE TRACT, A DISTANCE OF 675.31 FEET TO A 3/8 -INCH IRON ROD
FOUND FOR CORNER, AT THE EASTERNMOST SOUTHEAST CORNER OF SAID 18.94
ACRE TRACT;
THENCE SOUTH 62 DEGREES 43 MINUTES 15 SECONDS WEST, WITH A SOUTH LINE
OF SAID 18.94 ACRE TRACT, A DISTANCE OF 375.99 FEET TO A 3/8 -INCH IRON ROD
FOUND FOR CORNER;
THENCE NORTH 89 DEGREES 32 MINUTES 17 SECONDS WEST, SEVERING SAID 18.94
ACRE TRACT AND SAID 5.13 ACRE TRACT, A DISTANCE OF 724.64 FEET TO A 1/2 -INCH
CAPPED IRON ROD FOUND LABELED "5892" FOR CORNER AT THE SOUTHEAST
CORNER OF SAID 91.20 ACRE TRACT,
THENCE NORTH 88 DEGREES 03 MINUTES 17 SECONDS WEST, WITH THE SOUTH
LINE OF SAID 91.20 ACRE TRACT, A DISTANCE OF 345.48 FEET TO A CAPPED IRON
ROD FOUND FOR CORNER IN THE NORTH RIGHT-OF-WAY LINE OF SAID JEFFERSON
ROAD;
THENCE WITH THE NORTH RIGHT-OF-WAY LINE OF SAID JEFFERSON ROAD AND
SOUTH LINE OF SAID 91.20 ACRE TRACT, THE FOLLOWING TWO (2) COURSES AND
DISTANCES:
1. NORTH 85 DEGREES 32 MINUTES 04 SECONDS WEST A DISTANCE OF 1407.05
FEET TO A CONCRETE MONUMENT FOUND FOR CORNER;
2. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 254.60 FEET, A RADIUS OF
11499.16 FEET, AND WHOSE CHORD BEARS NORTH 86 DEGREES 11 MINUTES 49
SECONDS WEST, WITH A CHORD LENGTH OF 254.59 FEET TO THE PLACE OF
BEGINNING AND CONTAINING 121.377 ACRES OF LAND, MORE OR LESS.
4899-7656-8688.v12
TRACT 3
4.746 ACRES
IN THE GEORGE W. COX SURVEY, A-164 AND
JOSEPH LEACH SURVEY, A-524,
LAMAR COUNTY, TEXAS
FIELD NOTES TO ALL THAT CERTAIN TRACT OR PARCEL SITUATED IN THE GEORGE
W. COX SURVEY, ABSTRACT NUMBER 164 AND THE JOSEPH LEACH SURVEY,
ABSTRACT NUMBER 524, LAMAR COUNTY, TEXAS AND BEING APART OF A CALLED
55.91 ACRE TRACT OF LAND DESCRIBED AS FIRST TRACT IN THE DEED TO PARIS
JUNIOR COLLEGE DISTRICT AS RECORDED IN VOLUME 350, PAGE 172 OF OFFICIAL
PUBLIC RECORDS OF LAMAR COUNTY, TEXAS, BEING A PART OF A CALLED 41.03
ACRE TRACT OF LAND DESCRIBED AS TRACT 1 IN THE DEED TO PARIS JUNIOR
COLLEGE AS RECORDED IN VOLUME 715, PAGE 637 OF SAID PUBLIC RECORDS AND
BEING A PART OF A CALLED 94.042 ACRE TRACT OF LAND DESCRIBED IN THE DEED
TO THE CITY OF PARIS, PARIS, TEXAS AS RECORDED IN VOLUME 1293, PAGE 263 OF
SAID PUBLIC RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF THE TRACT BEING DESCRIBED
HEREIN, AT A CAPPED IRON ROD SET (LABELED 4857, TYPICAL) FOR CORNER IN THE
EAST RIGHT-OF-WAY LINE OF SOUTH COLLEGIATE DRIVE, FROM WHICH THE
SOUTHWEST CORNER OF A CALLED 15.248 ACRE TRACT OF LAND DESCRIBED IN
THE DEED TO THE CITY OF PARIS AS RECORDED IN VOLUME 1217 PAGE 262 OF SAID
PUBLIC RECORDS BEARS NORTH 18 DEGREES 53 MINUTES 15 SECONDS WEST, A
DISTANCE OF 27.35 FEET;
THENCE NORTH 87 DEGREES 48 MINUTES 44 SECONDS EAST, SEVERING SAID 55.91
ACRE TRACT AND SAID 41.03 ACRE TRACT, A DISTANCE OF 1154.44 FEET TO A
CAPPED IRON ROD SET FOR CORNER;
THENCE SEVERING SAID 94.042 ACRE TRACT, THE FOLLOWING THREE (3) COURSES
AND DISTANCES:
1. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 648.69 FEET, A RADIUS OF
1880.00 FEET, AND WHOSE CHORD BEARS NORTH 77 DEGREES 55 MINUTES 38
SECONDS EAST, WITH A CHORD LENGTH OF 645.48 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
4899-7656-8688.v12
2. WITH A CURVE TO THE RIGHT AN ARC LENGTH OF 73 8.3 8 FEET, A RADIUS OF
1960.00 FEET, AND WHOSE CHORD BEARS NORTH 78 DEGREES 50 MINUTES 05
SECONDS EAST, WITH A CHORD LENGTH OF 734.02 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
3. NORTH 89 DEGREES 37 MINUTES 38 SECONDS EAST A DISTANCE OF 55.82
FEET TO A CAPPED IRON ROD SET FOR CORNER IN THE EAST LINE OF SAID 94.042
ACRE TRACT;
THENCE SOUTH 00 DEGREES 21 MINUTES 58 SECONDS EAST, WITH THE EAST LINE
OF SAID 94.042 ACRE TRACT, A DISTANCE OF 80.00 FEET TO A CAPPED IRON ROD SET
FOR CORNER;
THENCE SEVERING SAID 94.042 ACRE TRACT, THE FOLLOWING TWO (2) COURSES
AND DISTANCES:
1. SOUTH 89 DEGREES 37 MINUTES 38 SECONDS WEST A DISTANCE OF 55.81
FEET TO A CAPPED IRON ROD SET FOR CORNER;
2. WITH A CURVE TO THE LEFT AN ARC LENGTH OF 708.25 FEET, A RADIUS OF
1880.00 FEET, AND WHOSE CHORD BEARS SOUTH 78 DEGREES 50 MINUTES 05
SECONDS WEST, WITH A CHORD LENGTH OF 704.06 FEET TO A CAPPED IRON ROD
SET FOR CORNER;
THENCE SEVERING SAID 94.042 ACRE TRACT AND SAID 41.03 ACRE TRACT, WITH A
CURVE TO THE RIGHT AN ARC LENGTH OF 676.29 FEET, A RADIUS OF 1960.00 FEET,
AND WHOSE CHORD BEARS SOUTH 77 DEGREES 55 MINUTES 38 SECONDS WEST,
WITH A CHORD LENGTH OF 672.94 FEET TO A CAPPED IRON ROD SET FOR CORNER;
THENCE SOUTH 87 DEGREES 48 MINUTES 44 SECONDS WEST, SEVERING SAID 41.03
ACRE TRACT AND SAID 55.91 ACRE TRACT, A DISTANCE OF 1130.44 FEET TO A
CAPPED IRON ROD SET FOR CORNER IN THE EAST RIGHT-OF-WAY LINE OF SAID
SOUTH COLLEGIATE DRIVE AND IN THE WEST LINE OF SAID 55.91 ACRE TRACT;
THENCE NORTH 18 DEGREES 53 MINUTES 15 SECONDS WEST, WITH THE EAST
RIGHTOF-WAY LINE OF SAID SOUTH COLLEGIATE DRIVE AND THE WEST LINE OF
SAID 55.91 ACRE TRACT, A DISTANCE OF 83.52 FEET TO THE PLACE OF BEGINNING
AND CONTAINING 4.746 ACRES OF LAND, MORE OR LESS.
4899-7656-8688.v12
,—I1is
Survey Maps of the TIRZ Property, TIRZ Revenue
Segments, and Forestbrook Blvd Project
Organization of Exhibit B:
Boundary Survey Tract 1, Boundary Survey Tract 2, and Boundary Survey Tract 3
collectively comprise the TIRZ Property.
Boundary Survey Tract 1 and Boundary Survey Tract 3 constitute the Forestbrook
Blvd Western Segment TIRZ Revenue area.
Boundary Survey Tract 2 constitutes the Forestbrook Blvd Eastern Segment TIRZ
Revenue area.
The "Proposed 80' ROW" depicted on Boundary Survey Tract 1, Boundary Survey
Tract 2, and Boundary Survey Tract 3 designates the location of the Forestbrook Blvd
Project. Said boundary surveys and the depictions therein of the "Proposed 80'
ROW" are not intended to depict the locations of all Forestbrook Blvd Project
improvements or infrastructure located on Off -Site Property that may be required in
connection with the Forestbrook Blvd Project.
(Exhibit B boundary surveys begin on the following page.)
4899-7656-8688.v12
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EXHIBIT C
Forestbrook Blvd Project Costs
Earthwork and Median Topsoil Fill
$
762,502.32
Utilities - Water
$
600,312.60
Utilities - Sanitary Sewer
$
484,462.80
Utilities - Storm Sewer
$
1,642,960.80
Utilities - Electric and Decorative Street Lights
$
636,342.45
Utilities - Fiber and Gas Crossings
$
58,978.08
Medians - Pavers/Conduit/Irrigation/Landscaping
$
228,540.06
Lime Stabilization
$
302,262.66
Concrete Pavement
$
3,343,105.20
Soft Costs - Engineering/Maintenance Bonds
$
331,102.01
Contingency (10%)
$
805,946.70
Eastern Segment Total:
$
9,196,515.67
Earthwork and Median Topsoil Fill
$ 690,102.32
Utilities -Water
$ 543,312.60
Utilities - Sanitary Sewer
$ 438,462.80
Utilities - Storm Sewer
$ 1,518,160.80
Utilities - Electric and Decorative Street Lights
$ 630,300.34
Utilities - Fiber and Gas Crossings
$ 50,578.08
Medians - Pavers/Conduit/Irrigation/Landscaping
$ 232,880.06
Lime Stabilization
$ 299,392.66
Concrete Pavement
$ 3,261,685.20
Soft Costs - Engineering/Maintenance Bonds
$ 313,264.25
Contingency (10%)
$ 766,487.49
Eastern Segment Total:
$ 8,744,626.59
Earthwork and Median Topsoil Fill $ 1,452,604.64
Utilities $ 6,603,871.35
Medians - Pavers/Conduit/Irrigation/Landscaping $ 461,420.12
Lime Stabilization $ 601,655.32
Concrete Pavement $ 6,604,790.40
Soft Costs - Engineering/Maintenance Bonds $ 644,366.25
Contingency $ 1,572,434.18
Total: $ 17,941,142.26
4899-7656-8688.v12
EXHIBIT D
Timeline of Design and Construction of Forestbrook Blvd Project
Event
Timing
Creation of TIRZ
Established pursuant to Section 2.1.
Commencement of
Occurs upon the commencement of earthwork, grading, or utility
Forestbrook Blvd Eastern
excavation or construction on any portion of the Forestbrook Blvd
Segment
Eastern Segment.
Forestbrook Blvd Eastern
All Forestbrook Blvd Eastern Segment TIRZ Revenues accrued
Segment TIRZ Revenue
prior to the completion and the City's acceptance of the Eastern
Segment shall be categorized as Forestbrook Blvd Eastern
Segment TIRZ Revenue within the TIRZ Fund and released to
Developer within ten (10) days following such completion and
acceptance by the City of the Eastern Segment, and all Eastern
Segment TIRZ Revenues collected thereafter shall be disbursed
to Developer on a pay -as -collected basis.
Commencement of
Occurs upon the commencement of earthwork, grading, or utility
Forestbrook Blvd Western
excavation or construction on any portion of the Forestbrook Blvd
Segment
Western Segment.
Forestbrook Blvd Western
All Forestbrook Blvd Western Segment TIRZ Revenues accrued
Segment TIRZ Revenue
prior to the completion and the City's acceptance of the Western
Segment shall be categorized as Forestbrook Blvd Western
Segment TIRZ Revenue within the TIRZ Fund and released to
Developer within ten (10) days following such completion and
acceptance by the City of the Western Segment, and all Western
Segment TIRZ Revenues collected thereafter shall be disbursed
to Developer on a pay -as -collected basis.
Delivery of Western
Within thirty (30) days following Developer's written notice of
Segment Engineering Plans
relinquishment, if applicable under Section 3.8.
(if relinquishment is
elected
Dedication of Developer-
Contemporaneously with Developer's exercise of the
Owned Western Segment
relinquishment option under Section 3.8.
Right -of -Way (if
relinquishment is elected
Expiration of Developer's
December 31, 2058, subject to the terms of the Agreement and
entitlement to receive TIRZ
the limitations of Section 2.4.
Revenues
4899-7656-8688.v12