HomeMy WebLinkAboutRes 2020-11-813 SIA for Anna Ranch and Gehan HomesCITY OF ANNA, TEXAS
RESOLUTION NO. 2020- LmJJ3
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING
THE CITY MANAGER TO EXECUTE A SUBDIVISION IMPROVEMENT AGREEMENT
FOR ANNA RANCH PHASE I BY AND BETWEEN THE CITY OF ANNA, TEXAS AND
GEHAN HOMES I, LTD. FOR THE CONSTRUCTION OF LEONARD AVENUE AS
SHOWN IN EXHIBIT "A" ATTACHED HERETO, AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, Leonard Avenue is shown in the City of Anna Master Thoroughfare Plan and the
City's CIP as a Capital Roadway Project, and;
WHEREAS, Gehan Homes I, Inc. intends to construct a segment of Leonard Avenue adjacent
to their development known as Anna Ranch Phase I, and;
WHEREAS, in accordance with Chapter 395, the Parties desire to set forth their respective
rights and obligations regarding the reimbursement of roadway impact fees assessed and
collected from residential lots in Phase 1 of Anna Ranch; and;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization.
The City Council hereby authorizes the City Manager to execute the subdivision improvement
agreement as shown in Exhibit attached hereto.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 06ay of
November, 2020.
ATTEST:11
Carrie Land, City Secretary
APPROVED:
Pike, Mayor
EXHIBIT "A"
ROADWAY IMPACT FEE REIMBURSEMENT AGREEMENT
FOR ANNA RANCH
This Roadway Impact Fee Reimbursement Agreement for Anna Ranch (this "Agreement") is
entered into by and between the City of Anna, Texas (the "City") and Gehan Homes I, Inc., a Texas
Corporation (the "Developer").
WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as
the "Parties," or, each individually, as "Party'; and
WHEREAS, Developer represents and warrants that it owns and desires to develop certain real
property in Collin County, Texas, composed of approximately 68.004 acres of land located entirely
within the corporate limits of the City of Anna, more particularly described in the attached Exhibit
A (the "Property"); and
WHEREAS, Developer intends to develop the Property as a residential subdivision with 257
residential lots comprising Phase 1 of the development to be commonly known as Anna Ranch;
and
WHEREAS, Developer is willing under the terms of this Agreement to construct a segment of a
public street known or to be known as Leonard Ave and said street segment is included on the
City's capital improvement plan for public street infrastructure within the City's Roadway Service
Area 2; and
WHEREAS, in accordance with Chapter 395, the Parties desire to set forth their respective rights
and obligations regarding the reimbursement of roadway impact fees assessed and collected from
residential lots in Phase I of Anna Ranch;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
agree as follows:
SECTION 1 RECITALS INCORPORATED
The recitals set forth above are incorporated herein as if set forth in full to further describe the
Parties' intent under this Agreement and said recitals constitute representations by the Parties.
SECTION 2 DEFINITIONS
City Acceptance Date has the meaning ascribed to that term in Section 3(a).
City Code means the Anna City Code of Ordinances.
Ci!y Manager means the current or acting City Manager of the City of Anna or a person designated
to act on behalf of the City Manager with respect to this Agreement if the designation is in writing
and signed by the current or acting City Manager.
City Regulations mean City Code provisions, ordinances, applicable zoning, design standards, and
uniform codes, duly adopted by the City.
Roadway Impact Fee Reimbursement Agreement for Anna Ranch -Page 1
Collected Roadway Impact Fees shall have the meaning ascribed to that term in Section 4(b)(1).
Commence Construction shall have the meaning that the City has approved the engineering plans,
held a pre -construction meeting with the Developer and its contractor, and Developer's contractor
has mobilized equipment to construct the Roadway Project.
Final Reimbursement Amount with respect to the Roadway Project, means a dollar amount equal
to the lesser of $633,545.86 or the amount of the Roadway Construction Costs.
Maintenance Bond has the meaning ascribed to that term in Section 3(b).
?rope?ropedy means Phase I of the real property known as Anna Ranch as shown in Exhibit A.
Reimbursement has the meaning ascribed to that term in Section 4(b)(1).
Roadwav Construction Cost, with respect to the Roadway Project, means: the dollar amount
actually paid by or on behalf of Developer for the engineering, design, and construction of the
Roadway Project at the time of full and final completion, dedication and acceptance of the
Roadway Project, which shall generally include but not be limited to the items listed in the cost
breakdown attached hereto as Exhibit B and any cost increases due to change orders approved by
signature of the City Manager or his/her designee. City inspection fees shall not be included in
the Roadway Construction Cost.
Roadway Project means the construction of street segment of Leonard Avenue and all associated
appurtenances including two lanes of a future 4-lane divided roadway, drainage improvements,
and street connections as generally depicted in Exhibit C, attached hereto, and in accordance with
construction plan(s) approved by the City.
SECTION 3 GENERAL PROVISIONS
(a) Documentation of Actual Amount Paid. Once Developer fully completes the Roadway Project,
and before the City has accepted the Roadway Project after inspection, Developer shall
provide the City Manager with documentation reasonably acceptable to the City Manager
evidencing the Roadway Construction Cost. The City Manager shall review the
documentation provided and shall approve or deny the Roadway Construction Cost within
fifteen (15) business days of receipt thereof (which approvals shall not be unreasonably
withheld) or a longer period of time if the City Manager reasonably requests additional
evidence of the Roadway Construction Cost. Upon approval of the Roadway Construction
Cost, the City shall issue a written acceptance letter to Developer, which shall signify final
acceptance by the City of the Roadway Project (the date of such acceptance shall be referred
to as the "City Acceptance Date").
(b) Maintenance Bond. For each construction contract for any part of the Roadway Project
entered into by or on behalf of Developer, Developer or Developer's contractor(s), as
applicable, further must execute a maintenance bond in accordance with applicable City
Regulations that guarantees the costs of any repairs which may become necessary to any part
of the construction work performed in connection with the Roadway Project, arising from
defective workmanship or materials used therein, for a full period of two (2) years from the
City Acceptance Date ("Maintenance Bond"),
Roadway Impact Fee Reimbursement Agreement f'or Anoa Ranch -Page 2
(c) Approval of Plats/Plans: Zoning. Approval by the City, the City's engineer or other City
employee or representative, of any plans, designs or specifications submitted by Developer
pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed
to be a release of the responsibility and liability of Developer, its engineer, employees, officers
or agents for the accuracy and competency of their design and specifications. Further, any
such approvals shall not be deemed to be an assumption of such responsibility and liability by
the City for any defect in the design and specifications prepared by Developer's engineer, its
officers, agents, servants or employees, it being the intent of the Parties that approval by the
City's engineer or other representative signifies the City's approval on only the general design
concept of the improvements to be constructed and that the design plans and specifications
meet the requirements of the City Regulations. City of Anna, Texas Ordinance No 323-2007
(Anna Ranch PD Zoning - 737.3 acre tract) (the "Zoning Ordinance") is incorporated herein
by reference as if set forth in full and every provision, term, requirement, standard, prohibition
and condition of the Zoning Ordinance is contractually enforceable under this Agreement.
(d) Insurance. Developer and/or its contractors) shall acquire and maintain, during the period of
time when the Roadway Project is under construction: (a) workers compensation insurance
in the amount required by law; and (b) commercial general liability insurance including
personal injury liability, premises operations liability, and contractual liability, covering, but
not limited to, the liability assumed under any indemnification provisions of this Agreement,
with limits of liability for bodily injury, death and property damage of not less than
$1,000,000.00. Such insurance shall also cover any and all claims of any nature whatsoever
which might arise or grow out of or otherwise relate to the Roadway Project and any related
construction contracts, whether caused by Developer, a contractor, subcontractor,
materialman, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance
shall: (i) be issued by a carrier which is rated "A4" or better by A.M. Best's Key Rating
Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional
insured and contain a waiver of subrogation endorsement in favor of the City. Upon the
execution of public improvement construction contracts, Developer shall provide to the City
certificates of insurance evidencing such insurance coverage together with the declaration of
such policies, along with the endorsement naming the City as an additional insured. Each
such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or
modification of the same, the City shall receive written notice of such cancellation, non -
renewal or modification.
(e) Indemnification and Hold Harmless.
Roadway impact Fee Reimbursement Agreement for Anna Ranch -Page 3
INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY.
SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT. AT
NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE
DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE ROADWAY
PROJECT NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR
PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION.
THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE
CITY AND DEVELOPER, DEVELOPER FURTHER COVENANTS AND AGREES
ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN
AGREEMENT. NOTWITHSTANDING THIS PROVISION OR ANY OTHER
PROVISION OF THIS AGREEMENT, DEVELOPER SHALL NOT BE OBLIGATED TO
INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR THE CITY'S OWN
NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 4 ROADWAY PROJECT
(a) Developer Obligations.
As a condition to receipt of the impact fee reimbursement set forth herein, Developer agrees
to complete the Roadway Project in a good and workmanlike manner and in accordance with
all related construction plans and permits approved by the City and any other authorities
having any jurisdiction over the Roadway Project. Developer shall commence construction
of the Roadway Project in accordance with the definition in Section 2 "Commence
Construction" on or before January 1, 2022 Developer shall complete construction of the
Roadway Project, including performing all necessary construction to allow for inspection and
acceptance of the Roadway Project by the City, on or before January 1, 2023.
(b) City Obligations.
(I) In accordance with City Regulations and state law, the City shall collect roadway impact
fees from the Property described in Exhibit A at the time of issuance of building permits
("Collected Roadway Impact Fees") and place such Collected Roadway Impact Fees in a
separate and clearly identifiable interest -bearing account. The City shall reimburse
Developer up to the Final Reimbursement Amount in the aggregate on a quarterly basis
(the "Reimbursement"). The City shall provide the Reimbursement to Developer until the
Final Reimbursement Amount has been paid in full or the Collected Roadway Impact
Fees have been fully reimbursed to Developer, whichever occurs first. The Collected
Roadway Impact Fees shall be the sole source of reimbursement or funding that the City
is obligated to provide to Developer in connection with the Roadway Project even if the
total amount of the Collected Roadway Impact Fees is less than the Final Reimbursement
Amount.
Roadway Impact Fee Reimbursement Agreement for Anna Ranch -Page 4
(2) Notwithstanding Section 4(b)(1) above, the Reimbursement authorized by this
Agreement and any and all of the City's other obligations under this Agreement shall
expire on September 30 in the tenth year after the City Acceptance Date,
SECTION 5 EFFECTIVE DATE
The "Effective Date" of this Agreement is the date that the last of the Parties' signatures to this
Agreement is fully and properly affixed to this Agreement and acknowledged by a public notary.
The City's duties and obligations hereunder shall not arise unless and until all Parties have duly
executed this Agreement.
SECTION 6 TERMINATION
This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of
the terms of this Agreement.
SECTION 7 SUCCESSORS AND ASSIGNS
(a) All obligations and covenants under this Agreement shall bind Developer and its successors
and assigns.
(b) Except for future owners of all or a portion of the Property, this Agreement shall not be
assignable by Developer without the prior written consent of the City.
SECTION 8 MISCELLANEOUS PROVISIONS
(a) Authority to execute contract. The undersigned officers and/or agents of the Parties hereto
are the properly authorized officials and have the necessary authority to execute this
Agreement on behalf of the Parties hereto, and each Party hereby certifies to the other that
any necessary resolutions or other act extending such authority have been duly passed and are
now in full force and effect.
(b) Default and opportunity lo'cute. A Party will be in default under this Agreement if that Party
breaches any material term or condition of this Agreement and such breach remains uncured
after forty-five (45) calendar days following receipt of written notice from the other Party
referencing this Agreement (or, if the Party in breach has diligently and continuously
attempted to cure following receipt of such written notice but reasonably requires more than
forty-five (45) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect cure, as determined by both Parties mutually and in good faith). Upon a
default, subject to the cure period described herein, the non -breaching Party will have all
available rights and remedies under the law and equity. Notwithstanding the foregoing, the
City shall be considered in default for failure to provide the Reimbursement immediately upon
such failure without a notice and cure period and Developer's sole remedy in such event shall
be to seek specific performance of this Agreement.
(c) Notice. All notices, demands or other communications required or provided hereunder shall
be in writing and shall be deemed to have been given on the earlier to occur of actual receipt
or three (3) days after the same are given by hand delivery or deposited in the United States
mail, certified or registered, postage prepaid, return receipt requested, addressed to the Parties
Roadway impact Fee Reimbursement Agreement for Anna Ranch -Page 5
at the addresses
set
forth below or at such other addresses as such Parties
may designate by
written notice to
the
other Parties in accordance with this notice provision.
If to the City: City of Anna
Attn: City Manager
P.O. Box 776
Anna, TX 75409
If to Developer: Chris Lvnch
Gehan Homes I, Inc.
3815 S. Capital of Texas HW
Suite 275, Barton Creek Plaza III
Austin, Texas 78704
(d) Applicable Law and Venue. This Agreement shall be performable and all compensation
payable in Collin County, Texas. Venue and exclusive jurisdiction under this Agreement lies
in a court of competent jurisdiction in Collin County, Texas.
(e) Entire Agreement: Severability. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements, whether oral or written, regarding the Property.
If any clause, paragraph, section or portion of this Agreement shall be found to be illegal,
unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain
in full force and effect and the unlawful provision shall be replaced with a provision as similar
in terms and effect to such unlawful provision as may be valid, legal and enforceable.
(f) Representation. Each signatory representing this Agreement has been read by the party for
which this Agreement is executed and that such Party has had an opportunity to confer with
its counsel.
(g) Consideration. This Agreement is executed by the Parties hereto without coercion or duress
and for substantial consideration, the sufficiency of which is hereby acknowledged.
(h) Waiver. Waiver by any Party or any breach of this Agreement, or the failure of any Party to
enforce any of the provisions of this Agreement, at any time shall not in any way affect, limit
or waive such Party's right thereafter to enforce and compel strict compliance of the
Agreement.
(i) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto.
The language of all parts of this Agreement shall be construed as a whole according to its fair
meaning, and any presumption or principle that the language herein is to be construed against
any Party shall not apply. Headings in this Agreement are for the convenience of the Parties
and are not intended to be used in construing this document.
(j) No Other Beneficiaries, This Agreement is for the sole and exclusive benefit of the Parties
hereto and is not intended to and shall not confer any rights or benefits on any third party not
a signatory hereto.
(k) Counterparts. This Agreement may be executed in a number of identical counterparts, each
of which shall be deemed an original for all purposes,
Roadway Impact Pee Reimbursement Agreement for Anna Ranch -Page 6
(1) No Waiver of Development Ordinances. No waiver of any provision of this Agreement will
be deemed to constitute a waiver of any other provision or any other agreement among the
Parties. No waiver of any provision of this Agreement will be deemed to constitute a
continuing waiver unless expressly provided for by written amendment to this Agreement;
nor will the waiver of any default under this Agreement be deemed a waiver of any subsequent
defaults of the same type. Nothing herein shall waive any obligations of Developer under
applicable City Regulations.
[SIGNATURE PAGES FOLLOW,
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Roadway Impact Fee Reimbursement Agreement for Anna Ranch -Page 7
GEHAN HOMES, LTD.,
a Texas limited partnership
By: GEHAN HOMES I, INC., a Texas corporation,
its General Partner
By: E�
Chris Lynch,
its Vice President of Land Operations
IN WITNESS WHEREOF:
STATE OF TEXAS
COUNTYOr � Ulu §
Before me, the undersigned notary public, on the 1111 day of LGC WlLV2020, personally
appeared Chris Lynch, known to me to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same in his capacity as Vice President
of Land Operation of Gehan Homes I, Inc., a Texas corporation, in its capacity as general partner
of Gehan Homes, Ltd., a Texas limited partnership. 1
o,,ar a�en KIRSTEN BOLT ve .� (j&
Notary 10 #131795459 Notary Public, State of Texas
My Commission Expires
NNO �c�� November 13, 2022
(SEAL)
CITY OF
sy;
/�'��
Ji Proce, City Nkanager
IN WITNESS WHEREOF:
STATE OF TEXAS
COUNTY OF COLLIN § t4`�
fm21
Before me, the undersigned notary public, on the %Z day of fEg1wLWA , �9; personally
appeared Jim Proce, known to me (or proved to me) to be the person whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same in his capacity as
City Manager of the City of Anna, Texas,
Notary Public, State of Texas
(SEAL)
EXHIBITS
Exhibit A - The Property (Phase I Final Plat)
Exhibit B — Roadway Construction Cost
Exhibit C — Roadway Project
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