HomeMy WebLinkAboutOrd 926-2021 Approving a Final Project and Financing Plan for Tax Increment Reinvestment Zone No. 3CITY OF ANNA, TEXAS
ORDINANCE NO.926-2021
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, APPROVING A FINAL PROJECT AND
FINANCING PLAN FOR TAX INCREMENT REINVESTMENT
ZONE NUMBER THREE, CITY OF ANNA, TEXAS; APPROVING
A TIRZ NO. 3 AGREEMENT; MAKING VARIOUS FINDINGS
RELATED TO SUCH PLAN; PROVIDING A SEVERABILITY
CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to Chapter 311 of the Texas Tax Code, as amended ("Act"),
and Ordinance No. 912-2021, adopted by the City Council of the City of Anna, Texas (the
"City Council"), on July 13, 2021, the City of Anna, Texas ("C"), created the tax
increment reinvestment zone identified as Tax Increment Reinvestment Zone Number
Three, City of Anna, Texas ("Zone"); and
WHEREAS, as authorized by the Act and pursuant to Ordinance No. 912-2021,
adopted by the City Council on July 13, 2021, the City approved a Preliminary Project and
Financing Plan for the Zone; and
WHEREAS, on July 27, 2021, the Board of Directors of the Zone ("Board")
adopted a Final Project and Financing Plan for the Zone, attached hereto as Exhibit "A"
("Plan"), as required by Section 311.011(a) of the Act and approved a "TIRZ No. 3
Agreement", attached hereto as Exhibit "B".
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE CITY OF ANNA, TEXAS, THAT:
Section 1. Findings.
The City Council hereby makes the following findings of fact:
1.1 The facts and recitations contained in the preamble of this Ordinance are hereby
found and declared to be true and correct and are incorporated and adopted as part
of this Ordinance for all purposes.
1.2 The Plan includes all information required by Sections 311.003(b) and (c) of the
Act.
1.3 The Plan is feasible and conforms to the City's master plan.
Section 2. Approval of the Plan and Agreement.
Based on the findings set forth in Section 1 of this Ordinance, the Plan and the TIRZ
No. 3 Agreement are each hereby, and the Mayor and City Secretary of the City are hereby
authorized and directed to execute the TIRZ No. 3 Agreement on behalf of and in the name
of the City.
Section 3. Severability Clause.
Should any provision, section, subsection, sentence, clause or phrase of this
Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it
is expressly provided that any and all remaining portions of this Ordinance shall remain in
full force and effect. The City of Anna hereby declares that it would have passed this
Ordinance, and each provision, section, subsection, sentence, clause or phrase thereof
irrespective of the fact that any one or more provisions, sections, subsections, sentences,
clauses and phrases be declared unconstitutional or invalid.
Section 4. Effective Date.
This Ordinance shall take effect immediately upon its adoption and publication in
accordance with and as provided by law.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THIS 271h DAY OF DULY, 2021.
ATTEST:
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Carrie L. Land, City Secretary
Nate Pike, Mayor
2 of 4
Exhibit A
Final Reinvestment Zone Project Plan and Financing Plan
TIRZ No. 3 (Sherley Tract PID No. 2)
CITY OF ANNA, TEXAS
RESOLUTION NO.2021-07-953
A RESOLUTION OF THE BOARD OF DIRECTORS FOR TAX
INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF
ANNA, TEXAS RECOMMENDING APPROVAL OF THE FINAL
REINVESTMENT ZONE PROJECT PLAN AND FINANCING PLAN TO
THE CITY COUNCIL.
WHEREAS, the City of Anna, Texas (hereinafter referred to as the "City"), pursuant to
Chapter 311 of the Texas Tax Code, as amended (hereinafter referred to as the "Act"), may
designate a geographic area within the extraterritorial jurisdiction of the City as a tax increment
reinvestment zone if the area satisfies the requirements of the Act; and
WHEREAS, on June 22, 2021, the City Council of the City (the "City Council") opened
a public hearing in accordance with Section 311.003(c) of the Act and continued the public hearing
to July 13, 2021, and which on July 13, 2021, the public hearing was reconvened and interested
persons were allowed to speak for or against the creation of the Zone, the boundaries of the Zone,
and the concept of tax increment financing, and owners of property in the proposed Zone were
given a reasonable opportunity to protest the inclusion of their property in the Zone; and
WHEREAS, after all comments and evidence, both written and oral, were received by the
City Council, the public hearing was closed on July 13, 2021; and
WHEREAS, on July 13, 2021, the City Council approved Ordinance No. 912-2021,
establishing Tax Increment Reinvestment Zone Number Three, City of Anna, Texas (the "Zone");
and
WHEREAS, on July 27, 2021, the Board of Directors for Tax Increment Reinvestment
Zone Number Three, City of Anna, Texas (the "Board"), met to consider and recommend to the
City Council of the City the Reinvestment Zone Number Three, City of Anna, Texas Final Project
Plan and Financing Plan, a copy of which is attached hereto as Exhibit A (herein after referred
to as the "Final Project and Financing Plan"), should be adopted by City Council ordinance as the
reinvestment zone project plan and financing plan for the Zone in accordance with Section 311.011
of the Act.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS FOR
TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF ANNA,
THAT:
SECTION 1. FINDINGS. Each and every one of the recitals, findings, and determinations
contained in the preamble to this Resolution is incorporated into the body of this Resolution as if fully
set forth herein and are hereby found and declared to be true and correct legislative findings and are
adopted as part of this Resolution for all purposes.
SECTION 2. SUFFICIENCY. The Final Project and Financing Plan has been prepared by
the Board and conforms with and satisfies all requirements set forth in Sections 311.011 of the Act.
Specifically, the final reinvestment zone project plan includes, but is not limited to, (1) a description
and map showing existing uses and conditions of real property in the Zone and proposed uses of
that property, (2) any proposed changes of zoning ordinances, the master plan of the municipality,
building codes, other municipal ordinances, and subdivision rules and regulations, if any, of the
county, (3) a list of estimated nonproject costs, and (4) a statement of a method of relocating
persons to be displaced, if any, as a result of implementing the plan. The final financing plan
includes, but is not limited to, (1) a detailed list describing the estimated project costs of the Zone,
including administrative expenses, (2) a statement listing the proposed kind, number, and location
of all public works or public improvements to be financed by the Zone, (3) a finding that the plan
is economically feasible and an economic study, (4) the estimated amount of bond indebtedness to
be incurred, (5) the estimated time when related costs or monetary obligations are to be incurred,
(6) a description of the methods of financing all estimated project costs and the expected sources
of revenue to finance or pay project costs, including the percentage of tax increment to be derived
from the property taxes of each taxing unit anticipated to contribute tax increment to the Zone that
levies taxes on real property in the Zone, (7) the current total appraised value of taxable real
property in the Zone, (8) the estimated captured appraised valued of the Zone during each year of
its existence, and (9) the duration of the Zone.
SECTION 3. FEASIBILITY. The Board finds that the Final Project and Financing Plan is
feasible.
SECTION 4. RECOMMENDING FINAL PROJECT AND FINANCING PLAN.
The Board hereby recommends to the City Council the Final Project and Financing Plan, a copy
of which is attached hereto as Exhibit A and is incorporated herein for all purposes. The Board
has prepared and adopted this Final Project and Financing Plan, and hereby recommend to the City
Council that they approve the Final Project and Financing Plan as the reinvestment zone project plan
and financing plan for the Zone.
SECTION 5. SEVERABILITY. If any section, article, paragraph, sentence, clause,
phrase or word in this Resolution, or the application thereto to any persons or circumstances, is held
invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the
validity of the remaining portions of this Resolution; and the Board hereby declares it would have
passed such remaining portions of this Resolution despite such invalidity, which remaining portions
shall remain in full force and effect.
SECTION 6. EFFECTIVE DATE. This Resolution shall become effective from and
after its date of passage in accordance with law.
[Signature Page to Follow]
TIRZ No. 3 (Sherley Tract PID No. 2)
PASSED AND APPROVED BY THE BOARD OF DIRECTORS FOR TAX INCREMENT
REINVESTMENT ZONE NUMBER THREE, CITY OF ANNA, THIS THE 27TH DAY OF
JULY, 2021.
Board Chairman
ATTEST: �`t,usur��i nE��ur�f
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A, .
Carrie L. Land, City Secretary
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TIRZ No. 3 (Sherley Tract PID No. 2)
EXHIBIT B
TIRZ No. 3 Agreement
of 4
TIRZ NO.3 AGREEMENT
This TIRZ NO.3 AGREEMENT (the "Agreement") dated as of July 27, 2021 (the "Effective
Date") is made by and between the CITY OF ANNA, TEXAS (the "City"), the BOARD OF
DIRECTORS (the "Board") of TAX INCREMENT REINVESTMENT ZONE NUMBER
THREE, CITY OF ANNA, TEXAS, and MM ANNA 325, LLC, a Texas limited liability
company (the "Owner"), which together with the Board and the City are sometimes herein
each referred to as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, capitalized terms used but not defined herein shall have the meanings given
to them in the Reinvestment Zone Number Three, City ofAnna, Texas, Final Project and Financing
Plan dated as of July 27, 2021 (the "Final Plan"); and
WHEREAS, after providing the notices required by the Tax Increment Financing Act,
Chapter 311, Texas Tax Code, as amended (the "Act") and by the Texas Open Meetings Act,
Chapter 551, Texas Government Code, as amended (the "Open Meetings Act"), the City Council
passed and approved Ordinance No. 912-2021 on July 13, 2021 (the "TIRZ Creation Ordinance"),
designating a tax increment reinvestment zone known as Reinvestment Zone Number Three, City
of Anna, Texas (the "Zone"); and
WHEREAS, the City will participate in the Zone by contributing a portion of the Tax
Increment levied and collected by the City from the property within the Zone equal to fifty percent
(50%) of City tax rate, which Tax Increment will be paid annually into the TIRZ Fund for a term
of thirty years as set forth in the Final Plan; and
WHEREAS, the Zone encompasses approximately 109.402 acres of land located within
the extraterritorial jurisdiction of the City, which land is more particularly described by metes
and bounds and depicted on Exhibit A attached hereto (the "Pro e "); and
WHEREAS, the Property will be developed as the initial phase of a residential master
planned community in accordance with the Sherley Tract Subdivision Improvement Agreement
executed by and between the City, BFB ANA 40 Acres, LLC, and the Owner, effective as of June
9, 2020, as amended by that certain First Amended Sherley Tract Subdivision Improvement
Agreement executed by and between the City and the Owner, effective July 14, 2020, and as may
be amended (collectively, the "Subdivision Improvement Agreement"); and
WHEREAS, in addition to creating the Zone, the TIRZ Creation Ordinance appointed the
initial members of the Board and approved the Preliminary Plan for the Zone in accordance with
the Act; and
WHEREAS, following the Board's recommendation and approval of the Final Project and
Financing Plan, the City Council will approve a Final Plan on July 27, 2021;
WHEREAS, the City has created the Sherley Tract Public Improvement District No. 2
TIRZ No. 3 Agreement I 1
(the "District"), the first development phase of which is coterminous with the Zone, and levied
assessments in the District to finance or reimburse the cost of certain improvements (the
"Authorized Improvements") benefitting the District pursuant to Sherley Tract Public
Improvement District No. 2 Service and Assessment Plan dated as of July 27, 2021, as updated
annually and amended from time to time (the "Service and Assessment Plan");
WHEREAS, the Service and Assessment Plan identifies the Property as "Improvement
Area #1" of the District and has apportioned the cost of the portion of the Authorized
Improvements benefitting Improvement Area #1 (the "Improvement Area #1 Projects") and has
levied assessments (the "Improvement Area #1 Assessments") on the Property to finance or
reimburse the cost of the Improvement Area #1 Projects; and
WHEREAS, the costs of the Improvement Area #1 Projects constitute Project Costs
pursuant to the Final Plan; and
WHEREAS, the City and the Board have determined that it is in the best interest of the
City and conforms to the Final Plan to use dollars in the TIRZ Fund, as they become available, to
provide a credit towards a portion of the Improvement Area #1 Assessments.
NOW THEREFORE, for valuable consideration the receipt and adequacy of which are
acknowledged, the Parties agree as follows:
ARTICLE I
REPRESENTATIONS
1.1 Representations of Board and City. The Board and the City hereby represent to
the Owner that:
(A) As of the date of this Agreement, the Board and the City are duly authorized,
created and existing in good standing under the laws of the State and are duly qualified and
authorized to carry on the governmental functions contemplated by this Agreement.
(B) As of the date of this Agreement, the Board and the City have the power,
authority and legal right to enter into and perform their obligations set forth in this Agreement and
the execution, delivery and performance hereof: (i) have been duly authorized; (ii) will not violate
any applicable judgment, order, law or regulation; and (iii) do not constitute a default under, or
result in the creation of, any lien, charge, encumbrance or security interest upon any of their
assets under any agreement or instrument to which the Board or the City are a party or by
which they or their assets, may be bound or affected.
(C) The execution, delivery and performance of this Agreement by the Board
and the City does not require the consent or approval of any person or entity which has not been
obtained.
TIRZ No. 3 Agreement 12
1.2 Representations of the Owner. The Owner hereby represents to the Board and
the City that:
(A) The Owner is a Texas limited liability company duly authorized, created
and existing in good standing under the laws of the State of Texas.
(B) The Owner has the power, authority and legal right to enter into and perform
its obligations set forth in this Agreement, and the execution, delivery and performance hereof. (i)
has been duly authorized; (ii) will not, to the best of its knowledge, violate any judgment, order,
law or regulation applicable to the Owner; and (iii) does not constitute a default under, or result
in the creation of, any lien, charge, encumbrance or security interest upon any assets of the
Owner, under any agreement or instrument to which the Owner is a party or by which the Owner
or its assets may be bound or affected.
(C) The execution, delivery and performance of this Agreement by the Owner
does not require the consent or approval of any person or entity which has not been obtained.
ARTICLE II
REIMBURSEMENT PAYMENT
2.1 Eligible Project Costs. All Project Costs are an eligible cost under the Act as such
costs are identified in Appendix D attached to the Final Plan, as may be amended from time to time.
2.2 TIRZ Participation.
(A) Pursuant to the Final Plan, the Board agrees, subject to the conditions
contained in this Agreement, to use dollars in the TIRZ Fund, as they become available, to provide
a credit towards a portion of the Improvement Area #1 Assessments; provided, however, that the
Board's obligation to use dollars in the TIRZ Fund for such purposes shall be limited to the TIRZ
No. 3 Maximum Annual Credit Amount (as defined in the Service and Assessment Plan).
(B) It shall be the obligation of the Parties to pay the Project Costs annually as
set forth in this Agreement and the Final Plan, until the expiration of the term of this Agreement
pursuant to Section 5.10 hereof.
(C) The Owner shall submit a Certification for Payment to the City as set forth
in that certain Sherley Tract Public Improvement District No. 2 Improvement Area #1
Construction, Funding and Acquisition Agreement between the Owner and the City, dated as of
July 27, 2021 to verify actual Public Improvement Costs, and such documentation shall be
available to the Board concerning the expenditure of funds for the Improvement Area #1 Projects
and the development of the Property.
(D) The Board shall contribute the portion of the Tax Increment equal to fifty
TIRZ No. 3 Agreement 13
percent (50%) of Captured Appraised Value collected in the Zone described herein and in the Final
Plan, and the City shall deposit or cause to be deposited such Tax Increment into the TIRZ Fund.
The City shall provide a credit towards a portion of the Improvement Area #1 Assessments from
the TIRZ Fund, as dollars become available, for each Qualified Residential Parcel (as defined
herein), subject to the TIRZ No. 3 Maximum Annual Credit Amount (as defined in the Service
and Assessment Plan), on or before the date the Improvement Area #1 Assessments are due, as
such date is identified in the Service and Assessment Plan, during the term of the Zone beginning
in the year that the revenues in the TIRZ Fund are available to provide a credit to the Improvement
Area #1 Assessments. A parcel in the Zone may have an Improvement Area #1 Assessment due
regardless of whether a residential structure or structures are built or have yet to be built on that
parcel. A parcel which has an assessment due is a qualified residential parcel (a "Qualified
Residential Parcel"), and each Qualified Residential Parcel is identified in the Improvement Area
#1 Assessment Roll attached as Exhibit E-1 to the Service Assessment Plan. For any and all Project
Costs incurred but not credited towards a portion of the Improvement Area #1 Assessments on or
before the due date of the Improvement Area #1 Assessments, interest shall accrue as set forth in
the Service and Assessment Plan. Disbursements from the TIRZ Fund shall be made for the
following purposes and in the following order of priority unless otherwise approved by the Parties:
FIRST, to reimburse the City for Administrative Costs in accordance with the
Final Plan; and
SECOND, to provide a credit towards the annual portion of the Improvement Area
#1 Assessment for each Qualified Residential Parcel in accordance with this
Agreement and the Final Plan, subject to the TIRZ No. 3 Maximum Annual Credit
Amount (as described in Section V of the Service and Assessment Plan).
The City shall maintain the TIRZ Fund as a segregated account which shall not be
commingled with any other funds of the City. The TIRZ Fund shall be invested in the same manner
as other municipal funds, and all interest earned shall be part of the TIRZ Fund.
(E) The City shall prepare and submit an annual report in accordance with the
Act (the "Report") to the Board and to the Owner detailing: (i) the amount due to be provided as a
credit to a portion of the Improvement Area #1 Assessments, and (ii) the amount of funds that are
available to make such payment from the TIRZ Fund. The Owner shall review the Report and
notify the Board in writing no later than fifteen (15) days from the receipt of the Report of
acceptance of the Report or any deficiency found in the Report. The Board, the City and the Owner
shall work cooperatively to mutually resolve any discrepancies or deficiencies in the Report within
30 days of receipt of the Report. During such time, the Owner shall be able to provide evidence
demonstrating its compliance with this Agreement. If any discrepancy, deficiency or dispute
remains after the expiration of the 30 days, the Parties agree to attend mediation within 90 days in
an effort to resolve the dispute.
(F) Under no circumstance shall the City or the Board be obligated to
pay Project Costs or provide a credit for a portion of the Improvement Area #1
TIRZ No. 3 Agreement 14
Assessments for a Qualified Residential Parcel, unless there are funds net of the
Administrative Costs in the TIRZ Fund to pay for Project Costs.
(G) Commencing on the Effective Date and continuing until the term of the
Zone, the City shall not enter into any tax abatement agreements affecting property located within
the Zone, and the City and Board shall not approve any amendment to the Final Plan, which would
create a reimbursement out of TIRZ Fund that has priority over the use of monies in the TIRZ
Fund to provide a credit towards a portion of the Improvement Area #1 Assessments under the
terms of this Agreement. Specifically, and without limiting the generality of the foregoing, only
the Administrative Costs shall have priority over payment by the Board of a portion of the
Improvement Area #1 Assessments.
ARTICLE III
EVENTS OF DEFAULT
3.1 Events of Default. A non -performing Party shall be in "Default" under this
Agreement if such Parry fails to perform any duty or obligation under this Agreement and such
failure is not cured within thirty (30) days after written notice from any other Party specifying
the nature and the period of existence thereof and what action, if any, the non -defaulting
Parties require or propose to require with respect to curing the default (or if the failure is not
reasonably capable of being cured within thirty (30) days, the non -performing Party does not
begin to cure within such 30-day period and thereafter continuously and diligently complete
a cure at the earliest possible time).
ARTICLE IV
REMEDIES ON DEFAULT
4.1 Remedies. If a Party is in Default under this Agreement, the other Parties
shall have available all remedies at law or in equity (including, but not limited to, injunctive
relief and specific performance) except as follows: no Default shall: (i) relieve the Board from
its obligation to use dollars from the TIRZ Fund to provide a credit towards a portion of the
Improvement Area #1 Assessments; or (ii) relieve the City from its obligation to provide a
credit towards a portion of the Improvement Area #1 Assessments from the dollars in the
TIRZ Fund, as they become available, up to the Maximum Contribution as described herein.
ARTICLE V
GENERAL
5.1 Inspections, Audits. The Owner agrees to keep operating records related to
construction of the Public Improvements and to any particular Public Improvement Cost for
four (4) years after disbursements from the TIRZ Fund to pay Improvement Area #1
Assessments, or as may be required by the Board, the City, or by State and federal law or
regulation. The Owner shall allow the City and/or the Board reasonable access to documents
and records in the Owner's possession, custody or control that the City and/or the Board deem
TIRZ No. 3 Agreement 15
necessary to assist the City and/or the Board in determining the Owner's compliance with this
Agreement.
5.2 Personal Liability of Public Officials. To the extent permitted by State law, no
director, officer, employee or agent of the Board or the City shall be personally responsible for
any liability arising under or out of this Agreement.
5.3 Notices. Any notice required or contemplated by this Agreement shall be in
writing and shall be deemed given and received: (i) when delivered (with evidence of delivery)
by a nationally recognized delivery service (e.g., FedEx or UPS) to the address shown below
whether or not signed for by the individual to whose attention the notice is addressed; or (ii)
three business days after deposited with the US Postal Service, CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, for delivery to the address shown below whether or not signed for
by the individual to whose attention the notice is addressed.
To the City: Attn: City Manager
City of Anna, Texas
I I I N. Powell Parkway
Anna, Texas 75409
With a copy to: Attn: Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Owner: Attn: Mehrdad Moayedi
Attn: MM Anna 325, LLC
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
With a copy to: Attn: Robert Miklos
Miklos Cinclair, PLLC
1800 Valley View Lane, Suite 360
Farmers Branch, Texas 75234
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 facsimile transmission shall be deemed to be given when
such transmission is sent, and any communication so delivered in person shall be deemed to be
given when receipted for by, or actually received by, the addressee.
5.4 Amendments and Waivers. Any provision of this Agreement may be amended or
waived if such amendment or waiver is in writing and is signed by the Board, the Owner, and the
City. No course of dealing on the part of any Party, nor any failure or delay by any Party with
respect to exercising any right, power or privilege of a Party under this Agreement shall operate
TIRZ No. 3 Agreement 16
as a waiver thereof, except as otherwise provided in this Section.
5.5 Invalidijy. 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 provision of
this Agreement.
5.6 Successors and Assigns. All covenants and agreements contained by or on behalf
of the Parties in this Agreement shall bind their successors and assigns and shall inure to the benefit
of the Owner and its successors and assigns. This Agreement and the right to reimbursement set
forth herein may be assigned, from time to time and in whole or in part, by the Owner to any person
or entity. The assignment must be in writing and must obligate the assignee to be bound by this
Agreement. A copy of the assignment shall be given to the City within 30 days after its effective
date; however, City consent to the assignment is not required. Upon any such assignment and notice
to the City, the Owner shall not be released from performing the duties or obligations that are
assigned and that arise after the effective date or the date that the City receives notice of the
assignment, whichever later occurs; further, the Owner is not released from any liabilities that arose
prior to the effective date or date of notice to the City, whichever later occurs, unless the City and
the Board agree. The Owner's right under this Agreement are a personal obligation and do not
constitute a covenant running with the land.
5.7 Exhibits, Titles of Articles, Sections and Subsections. 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.
5.8 Construction. 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,
as such laws are now in effect.
5.9 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.
5.10 Term. This Agreement shall be in force and effect from the Effective Date for
a term expiring on the expiration of the Zone on December 31, 2052.
5.11 Venue for Performance or Liti ag tion. This Agreement is performable only in
Collin County, Texas. Venue for any action affecting this Agreement shall lie in Collin County.
5.12 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
TIRZ No. 3 Agreement 17
consent shall not be unreasonably withheld, conditioned or delayed.
5.13 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument.
5.14 Severability and Legal Construction. If a court of competent jurisdiction finds
any provision of this Agreement to be invalid, illegal, or unenforceable as to any person of
circumstance, such finding shall not render that provision invalid, illegal or unenforceable as
to any other persons or circumstances. It is the intention and agreement of the Parties to this
Agreement that each such illegal, invalid or unenforceable provision shall be amended by the
Parties hereto to the extent necessary to make it legal, valid and enforceable while achieving
the same object of such provision, or, if that is not possible, by substituting therefore another
provision that is legal, valid and enforceable and achieves the same objectives (or, if such
provision cannot be amended or a provision substituted therefore in a manner that is legal,
valid and enforceable and achieves the same objectives, then such provision shall be
amended or a new provision substituted therefore that achieves as closely as possible the
same objectives or economic position as the illegal, invalid, or unenforceable provision.)
[EXECUTION PAGE FOLLOWS]
TIRZ No. 3 Agreement 18
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed on the Effective Date.
ATTEST:
&lih.tl� d &'n�
Carrie L. Land, City Secretary
TIRZ NO. 3 BOARD:
TAX INCREMENT REINVESTMENT
ZONE NUMBER TH , CITY OF
ANNA, TEXAS
By:
Chairman
TIRZ No, 3 Agreement 19
CITY:
CITY OF ANNA, S
By:
Nate Pike, Mayor
ATTEST:
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pF AAy�%,,��r
Carrie L. Land, City Secretary
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[SEAL]
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TIRZ No. 3 Agreement 110
OWNER:
MM Anna 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its Manager
By: _ n..-(
Name: Mehrdad MoaY edi
Its: Manager
TIRZ No. 3 Agreement 111
EXHIBIT A
Property Description and Depiction
109.402 ACRES
TRACT 1 (65.070 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509,
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J.
ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN
COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325,
LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC
RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA
325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE
CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.;
THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM
ANNA 325 TRACT;
N 89° 17' 48" E, 110.00 FEET;
N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL
ANGLE OF 32' 59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N
15° 47' 19" E, 298.07 FEET;
N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE
OF 00° 30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58'
35" W, 7.44 FEET;
N 57' 43' 11" W, 162.85 FEET;
S 32° 16' 50" W, 605.17 FEET;
THENCE S 88' 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES:
N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL
ANGLE OF 22° 45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS
N 40° 23' 55" E, 517.04 FEET;
TIRZ No. 3 Agreement 112
N 60' 58' S9" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL
ANGLE OF 44' 28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS
S 51° 15' 12" W, 900.66 FEET;
S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL
ANGLE OF 01' 11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS
S 74° 05' 05" W, 27.21 FEET;
S 31° 32' 06" W, 43.31 FEET;
S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE S 89' 05' 29" W, 95.27 FEET;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC
THE FOLLOWING BEARINGS AND DISTANCES:
N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL
ANGLE OF 01' 11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS
S 81° 23' S5" W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON -TANGENTIAL LINE.
N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL
ANGLE OF 07° 05' S1", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS
S 85° 32' 34" W, 147.31 FEET;
S 89° 05' 29" W, 1,229.11 FEET;
N 45° 54' 31" W, 42.43 FEET;
N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL
ANGLE OF 12° 07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N
05° 09' 24" E, 139.47 FEET;
N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL
ANGLE OF 07' 14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N
14° 50' 30" E, 101.02 FEET;
N 20° 08' 12" E, 50.00 FEET;
N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
TIRZ No. 3 Agreement 113
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL
ANGLE OF 27° 42' S1", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N
07° 16' 34" E, 301.77 FEET;
N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE
OF 02° 28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48'
55" W, 32.75 FEET;
N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL
ANGLE OF 01' 24' S3", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S
08° 20' 32" E, 20.00 FEET;
N 83° 35' 40" E, 67.70 FEET;
S 87° 45' 57" E, 468.26 FEET;
S 87° 55' 48" E, 10.60 FEET;
N 01° 44' 03" E, 20.00 FEET;
S 88° 15' S7" E, 50.00 FEET;
S 01° 44' 03" W, 23.48 FEET;
N 89° 15' 16" E, 160.00 FEET;
N 84° 17' S9" E, 91.31 FEET;
N 81° 10' 42" E, 54.72 FEET;
N 75° 20' 06" E, 60.71 FEET;
N 70° 47' 30" E, 41.34 FEET;
N 66° 36' 18" E, 49.56 FEET;
N 61° 16' S0" E, 59.24 FEET;
N 56° 58' 45" E, 50.71 FEET;
N 55° 47' 22" E, 49.81 FEET;
N 58° 06' 52" E, 47.94 FEET;
N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL
ANGLE OF 01' 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS
N 28° 47' 28" W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON -TANGENTIAL LINE.
N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
TIRZ No. 3 Agreement 114
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE
OF 02° 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29°
08' 53" E, 45.85 FEET;
N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL
ANGLE OF 24° 08' S2", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS
S 42° 21' 09" E, 430.90 FEET;
S 54° 25' 35" E, 89.54 FEET;
N 24° 51' 49" E, 70.52 FEET;
S 64° 05' 47" E, 100.01 FEET;
S 65° 13' 30" E, 75.00 FEET;
N 69° 45'54" E, 42.43 FEET;
N 24° 45'54" E, 22.77 FEET;
S 65° 14' 06" E, 120.00 FEET;
S 24° 45'54" W, 23.65 FEET;
S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL
ANGLE OF 05' 31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS
S 59° 58' 35" E, 96.43 FEET;
N 24° 45' 54" E, 31.64 FEET;
S 58° 13' 31" E, 50.38 FEET;
S 24° 45' 54" W, 33.83 FEET;
S 55° 20' 20" E, 104.47 FEET;
S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' S7", 444.37 FEET HAVING A RADIUS OF
770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE
BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL
ANGLE OF 07' 37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N
07° 38' 20" E, 49.88 FEET;
S 78° 32' S2" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
TIRZ No. 3 Agreement 115
WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00
FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF A
CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE
OF 05° 17' S3", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48'
59" E, 71.18 FEET;
N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL
ANGLE OF 03° 06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS
N 04° 30' 13" W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON -TANGENTIAL LINE.
N 87° 02' S6" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL
ANGLE OF 11' 26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S
08° 40' 05" E, 191.26 FEET;
S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL
ANGLE OF 12' 23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S
08° 11' 16" E, 100.40 FEET;
S 01° 59' 25" E, 283.25 FEET;
THENCE S 89' 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457
SQUARE FEET OR 65.070 ACRES MORE OR LESS;
TRACT 2 (44.332 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509,
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J
ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN
COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325,
LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC
RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED
IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS
(P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT;
THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID
MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 89° 47' 13" E, 602.59 FEET;
TIRZ No. 3 Agreement 116
N 88° 59' 00" E, 461.54 FEET;
THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE
FOLLOWING BEARINGS AND DISTANCES:
S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL
ANGLE OF 31' 31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS
S 40° 31' 36" W, 1010.49 FEET;
S 24° 45' S4" W, 220.34 FEET;
S 24° 45' S4" W, 22.77 FEET;
S 69° 45' 54" W, 42.43 FEET;
N 65' 13' 30" W, 75.00 FEET;
N 64' 05' 47" W, 100.01 FEET;
S 24° 51' 49" W, 70.52 FEET;
N 54° 25' 35" W, 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL
ANGLE OF 24° 08' S2", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS
N 42° 21' 09" W, 430.90 FEET;
S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL
ANGLE OF 02' 17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS
N 29' 08' S3" W, 45.85 FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE
OF 01° 34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28°
47' 28" E, 32.90 FEET;
S 57° 16' 20" W, 66.93 FEET;
S 58° 06' 52" W, 47.94 FEET;
S 55° 47' 22" W, 49.81 FEET;
S 56° 58' 45" W, 50.71 FEET;
S 61° 16' SO" W, 59.24 FEET;
S 66° 36' 18" W, 49.56 FEET;
S 70° 47' 30" W, 41.34 FEET;
TIRZ No. 3 Agreement 117
S 75° 20' 06" W, 60.71 FEET;
S 81° 10' 42" W, 54.72 FEET;
S 84° 17' S9" W, 91.31 FEET;
S 89° 15' 16" W, 160.00 FEET;
N 01° 44' 03" E, 23.48 FEET;
N 01° 44' 03" E, 104.07 FEET;
S 88° 15' S7" E, 10.50 FEET;
N 01° 44' 03" E, 50.00 FEET;
N 88° 15' 57" W, 109.33 FEET;
N 01° 44' 03" E, 130.00 FEET;
N 00° 53' 08" E, 401.03 FEET;
N 68° 31' 37" E, 311.47 FEET;
N 27° 44' 36" E, 271.58 FEET;
N 78° 55' 21" E, 359.52 FEET;
N 89° 19' 48" E, 60.00 FEET;
N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING;
THENCE S 00' 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE
FEET OR 44.332 ACRES MORE OR LESS.
TIRZ No. 3 Agreement 118