HomeMy WebLinkAboutRes 2021-10-1025 Vaquero DG Westminister Partners, L.P., Incentive AgreementRESOLUTION NO. 109L 10 � 1 CM
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS
APPROVING AN INCENTIVE AGREEMENT WITH VAQUERO DG WESTMINISTER
PARTNERS, LP.
WHEREAS, the City of Anna, Texas (the "City") desires to waive all water, wastewater,
and roadway impact fees in support of a community development project that will create and retain
jobs, and that will result in new capital investment within the corporate limits of the City of Anna,
Texas; and
WHEREAS, the new Dollar General Store will create jobs with at least a $1,200,000
capital investment; and
WHEREAS, the City has found that the Project will promote new or expanded business
enterprises; and
WHEREAS, the City is authorized to grant the waiver under Chapter 380 of the Texas
Local Government Code;
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS:
SECTION 1. Findings. The findings set forth above are incorporated herein for all
purposes as if set forth in full.
SECTION 2. Approval of Proiect and Agreement
The City Council of the City of Anna, Texas hereby approves the Incentive Agreement for
New Economic Development with Vaquero DG Westminister Partners, LP and the City of Anna,
Texas ("Agreement") attached hereto as Exhibit 1, incorporated herein for all purposes, and
authorizes the Mayor to execute the same on its behalf, subject to approval as to form by legal
counsel for the City, said Agreement to be effective upon its passage and as set forth in said
Agreement.
SECTION 3. Administration
The City hereby authorizes the City Manager or his designee to administer the Agreement.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Anna,
0 /�
Carrie L. Land, City
City of Anna Resohition No. �Oc��.. (Q .. � (� � cj Page 2
INCENTIVE AND DEVELOPMENT AGREEMENT FOR NEW ECONOMIC
DEVELOPMENT
THIS INCENTIVE AND DEVELOPMENT AGREEMENT FOR NEW ECONOMIC
DEVELOPMENT (this "Agreement") is entered into by and between the City of Anna, Texas (the
"City") and Vaquero DG Westminster Partners, LP, a Texas limited partnership (the "Developer"),
WHEREAS, Developer owns real property consisting of approximately 2.455 acres located at the
southwest corner of State Hwy 121 and FM 2862 and described and depicted in further detail in
the attached Exhibit A (the "Property"); and
WHEREAS, the Property is currently undeveloped and the Developer plans to develop the
Property and use the Property as the site for a Dollar General retail store that shall contain
approximately 10,640 square feet of enclosed indoor air-conditioned retail space with a minimum
capital expenditure of $1,200,000 (the "Store"); and
WHEREAS, a proposed site plan of the Property is attached hereto as Exhibit B, which sets forth
the layout of parking lots, traffic areas, fire lanes, buildings, structures and other development
aspects planned for development of the Property; and
WHEREAS, the City recognizes the positive economic impact that the Store will bring to the City
through development and diversification of the economy, reduction of unemployment and
underemployment through the production of new jobs, the attraction of new businesses, and the
additional tax revenue; and
WHEREAS, as an incentive to develop the Store, the Developer has requested that the City forgo
collection of impact fees in the approximate amount of $93,656.04 (the "Incentive Grant") and the
City is willing to grant the Incentive Grant under and subject to the terms and conditions of this
Agreement.; and
WHEREAS, the City is authorized to grant the Waiver under Chapter 380 of the Texas Local
Gov't Code, Chapter 395 of the Texas Local Gov't Code, The Anna City Code of Ordinances Sec.
9.08.010, and other applicable law;
NOW, THEREFORE, in consideration of the covenants, promises, and conditions stated
in this Agreement, the City and Developer agree as follows:
Section 1. Effective Date.
The Effective Date of this Agreement shall be the date that the last of the following events
have occurred: (1) the City of Anna, Texas City Council ("City Council") has approved and
adopted this Agreement; and (2) the parties have duly executed and delivered this Agreement.
Section 2. Term and Termination.
2.01 The term of this Agreement shall commence on the Effective Date and it shall
continue in effect until such time as the parties have fulfilled their obligations hereunder, unless
terminated earlier under the provisions of this Agreement. The term of the Incentive Grant shall
be permanent unless required to be repaid to the City under the terms of this Agreement.
2.02 This Agreement and all obligations of the Parties hereto shall terminate upon full
performance of the Parties' respective obligations under this Agreement. The City may, at its sole
discretion, terminate this Agreement if Developer defaults by: (1) failing to timely commence
construction, construct, or cause to be constructed, the Store, in accordance with Section 4.01 of
this Agreement; or (2) otherwise breaches its obligations or warranties under this Agreement. The
City may cause this Agreement to terminate by following the notice and cure provisions set forth
in Section 7.08 and 7.09 of this Agreement.
Section 3. Recitals Incorporated and Definitions.
3.01 The recitals in the preamble to this Agreement are hereby incorporated for ail
purposesI
3.02 The following words or phrases shall have the following meanings:
"Certificate of Occupancy" means a document entitled "Certificate of Occupancy" (or
Aber similar title) issued by City upon substantial completion of the Store in accordance with
applicable City Regulations. A Certificate of Occupancy shall not include a certificate issued in
error, mistake or misrepresentation of facts, but shall include any temporary certificate of
occupancy or other document authorizing temporary or conditional occupancy.
"City Code" means The Anna City Code of Ordinances.
"City Council" means the governing body of the City of Anna, Texas.
"City Manager" means the City Manager of the City of Anna, Texas.
"City Regulations" mean City Code provisions, ordinances, design standards, uniform
codes, and other policies duly adopted by the City.
"Commence Construction" means to commence the work of constructing any part of the
vertical structure composing any part of the Store.
"Development" means the development of the Property including the construction of
Public Improvements necessary to serve the Property, the features shown on the site plan Attached
herein as Exhibit B, and the construction of the Store.
"Effective Date: means the date described in Section 3 of this Agreement.
"Incentive Grant" means the City's agreement to forgo the collection of all water, sewer,
and roadway impact fees that would otherwise be due to the City as relates to the Development.
"Parties" mean the Ciry and Developer.
"Public Improvements" mean those certain utility, roadway, drainage and other
improvements that Developer is required to construct/install and dedicate to the City as shown in
the Plans (as herein defined).
Section 4. Developer Obligations. The obligations set forth in this Section 4 are conditions for
the Incentive Grant to continue as set forth in Section 5.
4.01. Construction, Location and Operation of the Store. The Store shall be located
within the Property consistent with the site plan attached hereto as Exhibit B. Construction work
on buildings and site improvements, and all other actions necessary or required by the City
Regulations for issuance of a Certificate of Occupancy for the Store, must be substantially
complete within eighteen (18) months after the Effective Date. The Deadline to Commence
Construction of the Store is March 15, 2022.
4.02. Performance Bond, Payment Bond and Other Security. Developer shall execute or
cause to be executed one or more valid performance bonds in favor of the City and one or more
valid payment bonds for the construction, work and materials necessary to complete the Public
Improvements. Said bonds shall be in accordance with Texas Government Code, Chapter 2253
and applicable City Regulations, except that the bonds shall be in an amount that is 110% of the
contract price for each construction contract for any part of the Public Improvements and shall
contain a provision that increases the amount of the bond to the extent that the contract price
increases by change order. Developer shall further execute or cause to be executed a valid
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 Public Improvements, arising from defective workmanship or materials used therein, for
a full period of two (2) years from the date of final acceptance of the Public Improvements
constructed under any such contract(s).
4.03. Public Improvements GenerallX. Developer shall provide or cause to be provided
all Public Improvements as shown in the Plans, and any required or necessary public improvement
not identified in this Agreement that are required by City Regulations in connection with
development of the Property, such as streets, utilities, drainage, sidewalks, trails, street lighting,
street signage, and all other required improvements, at no cost to the City and in accordance with
City Regulations, and as approved by the City's engineer or his or her agent. Developer shall cause
the timely installation of such improvements in accordance with the City Regulations unless
otherwise approved herein. Developer shall provide engineering studies, plan/profile sheets, and
Aber construction documents at the time of platting as required by City Regulations (the "Plans").
Such Plans must be approved by the City's engineer or his or her agent prior to approval of a final
plat of any portion of the development of the Property. Construction of such improvements shall
not be initiated until a preconstruction conference has been held regarding the proposed
construction and City has issued a written notice to proceed.
4.04. Approval of Plats/Plans. Approval by the Ciry, the Ciry'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 Designer's engineer, his officers, agents,
servants or employee, but Developer is required only to construct what is shown in Plans.
4.05. Insurance.
(a) Developer shall or shall cause the construction contractors) that will perform the
construction work related to the Public Improvements to acquire and maintain, during the period
of time when any of the Public Improvements are under construction (and until the full and final
completion of the Public Improvements and acceptance thereof by the City): (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 which might arise out of the
Public Improvements construction contracts, whether by Developer, a contractor, subcontractor,
materialman, or otherwise.
(b) Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be
issued by a carrier which is rated "A-1" 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 same, the City shall receive
written notice of such cancellation, non -renewal or modification.
4.06. City Regulations. Developer acknowledges that development of the Property must
comply with all applicable City Regulations. Except to the extent this Agreement provides for
stricter or more restrictive requirements than those in applicable City Regulations, the applicable
City Regulations shall control.
Section 5. Incentive Grant.
The City hereby grants the Incentive Grant to Developer. Provided that the City has not
terminated this Agreement under Section 2.02 of this Agreement, the Incentive Grant shall be
deemed to be permanent, and Developer shall have no obligation to repay amount of the Incentive
Grant to the City.
Section 6. Warranties. The accuracy of the warranties set forth in this Section 6 are conditions
for the Incentive Grant to continue to be in effect. Developer shall notify the City if and when
any of the following warranties are no longer accurate. The failure to so notify the City is a
material breach of this Agreement. Developer warrants and represents to the City the following:
6.01. Developer is a limited partnership duly organized, validly existing, and in good
standing under the laws of the State of Texas. Developer has all corporate power and authority to
carry on its business as presently conducted in the State of Texas.
6.02. Developer has the authority to enter into and perform, and will perform, the terms
of this Agreement to the best of its ability.
6.03. Developer has timely filed and will timely file all local, State, and Federal tax
reports and returns required by law to be filed and all taxes, assessments, fees, and other
governmental charges related to the Development, including applicable ad valorem taxes, have
been timely paid, and will be timely paid, during the term of this Agreement.
6.04. Any entity(ies)/individual(s) executing this Agreement on behalf of Developer are
duly authorized to execute this Agreement on behalf of Developer.
6.05. In accordance with Chapter 2264 of the Texas Government Code, Developer
certifies that neither it, nor a branch, division, or department of Developer, will ever knowingly
employ an undocumented worker and that if, after receiving any public subsidies under this
Agreement, Developer, or a branch, division, or department of Developer, is convicted of a
violation under 8 U.S.C. §1324a(f), as amended or recodified, Developer shall repay the total
amount of all public subsidies and/or incentives theretofore received under this Agreement with
interest at two percent (2%) per annum not later than the 120th day after the date the City notifies
Developer in writing of the violation.
6.06 No litigation or governmental proceeding is pending or, to the knowledge of
Developer and its general partner and officers, is threatened against or affecting Developer, or the
Development or the Property, that may result in any material adverse change in Developer's
business, properties or operation.
6.07. Developer shall not be in breach of any other contract by entering into and
performing this Agreement. Developer shall amend or enter into any other contract that may be
necessary for Developer to fully and timely perform its obligations under this Agreement.
Section 7. Miscellaneous.
7.01. Compliance with Laws. Developer shall observe and obey all applicable laws,
ordinances, regulations, and rules of the Federal, State, county, and city governments related to
the Development, unless specifically relieved of a particular requirement by variance.
7.02. Non -Discrimination. Developer covenants and agrees that Developer will not
discriminate nor permit discrimination against any person or group of persons, with regard to
employment and the provision of services for the Development on the grounds of race, religion,
national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the
United States or the State of Texas.
7.03. Time Periods. Time is of the essence in the performance of this Agreement.
7.04. Force Majeure. If the City or Developer are prevented, wholly or in part, from
fulfilling their respective obligations under this Agreement, by reason of any act of God,
unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, war, riot,
civil commotion, insurrection, inclement weather, floods, shortages of labor or materials, strikes,
Aber events of force majeure, or by reason of circumstances beyond its control, then the
obligations of the City or Developer are temporarily suspended during continuation of the force
majeure. If either party's obligation is affected by any of the causes of force majeure, the parry
affected shall promptly notify the other party in writing, giving full particulars of the force majeure
as soon as possible after the occurrence of the cause or causes relied upon. The Party affected shall
thereafter provide written reports to the other Party at least once every two weeks detailing the
?arty's efforts taken to be able to resume performance under this Agreement and an estimate of
the date that resumption of performance will begin.
7.05. Assi ng ment. Except as provided below, Developer may not assign all or part of its
rights and obligations under this Agreement to a third parry without prior written approval of City
Council and/or the City, which approval will not be unreasonably withheld or delayed. The City
agrees, however, that Developer may assign all or part of its rights and obligations under this
Agreement to any entity affiliated with Developer by reason of controlling, being controlled by,
or being under common control with Developer or to a third -party lender advancing funds for the
construction or operation of Public Improvements. The City expressly consents to any assignment
described in the preceding sentence and agrees that no further consent of City Council or the City
to such an assignment will be required. Developer agrees to provide the City with written notice
of any such assignment. The foregoing notwithstanding, any assignment of Developer's rights
under this Agreement shall not release Developer from its obligations hereunder.
7.06. INDEMNITY. DEVELOPER COVENANTS TO FULLY INDEMNIFY,
DEFEND, SAVE, AND HOLD HARMLESS THE CITY, AND ITS RESPECTIVE OFFICERS,
EMPLOYEES, REPRESENTATIVES, AND AGENTS FROM AND AGAINST ANY AND
ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL
INJURY, INCLUDING WITHOUT LIMITATION DEATH, TO ANY AND ALL PERSONS,
OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND ASSOCIATED
EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS)
ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE
NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF DEVELOPER, ITS
AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR
EMPLOYEES THAT RELATE IN ANY MANNER TO DEVELOPER'S PERFORMANCE OF
THIS AGREEMENT OR TO THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE
PUBLIC IMPROVEMENTS AND ANY OTHER IMPROVEMENTS OR CONSTRUCTION
RELATED TO THE DEVELOPMENT, INCLUDING WITHOUT LIMITATION INJURY OR
DAMAGE TO PUBLIC PROPERTY. THE INDEMNITY PROVIDED FOR ABOVE SHALL
NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR
FAULT OF CITY, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE
CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRING NEGLIGENCE OR
FAULT OF CITY AND DEVELOPER, RESPONSIBILITY AND INDEMNITY, IF ANY,
SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE OF
TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO
CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE
PARTIES UNDER TEXAS LAW, DEVELOPER'S OBLIGATIONS UNDER THIS SECTION
7.06 SHALL SURVIVE THE TERM OF THIS AGREEMENT FOR A PERIOD OF TWO (2)
YEARS.
7.07. Events of Default by Developer. In addition to other events of default by Developer
set forth in this Agreement, each of the following events constitute a default of this Agreement by
Developer:
(a) Any financial statement, certificate, report, or opinion submitted to the City in
connection with this Agreement that is incorrect or misleading in any material
respect when made.
(b) Developer makes an assignment for the benefit of creditors.
(c) Developer files a voluntary petition in bankruptcy or is adjudicated insolvent or
banla-upt.
(d) If taxes owed to the City by Developer become delinquent, and Developer fails to
timely and properly follow the legal procedures for protest or contest.
(e) Developer fails to timely, fully and completely comply with any one or more of
the material requirements, obligations, duties, terms, conditions or warranties of
this Agreement, including without limitation Developer's obligation under this
Agreement to timely: (i) develop the store; (ii) obtain a Certificate of Occupancy;
(iii) construct the Store to include at least 10,000 square feet of enclosed indoor
air-conditioned retail space, and (iv) expend at least $1,200,000 in capital cost on
the Development and creation of the Store.
7.08. Notice of Default. Should the City or Ciry Council determine that Developer is in
default according to the terms of this Agreement, the City or City Council shall notify Developer
in writing of the event of default, and provide thirty (30) days from the date of the notice (the
"Cure Period") for Developer to cure the event of default; provided, however, in the event if such
event of default is not able to be cured within such 30-day period, Developer shall be permitted
additional time to effectuate such cure, provided, that in no event shall the Cure Period exceed
sixty (60) days from the date of notice from the City.
7.09. Results of Uncured Default by Developer. After exhausting good faith attempts to
address any default during the Cure Period, and taking into account any extenuating circumstances
that might have occurred through no fault of Developer, as determined by the City, the Developer
shall immediately pay the City the amount of the Incentive Grant and shall pay the City reasonable
attorney fees, related expenses and costs of court to collect amounts due to City if the amount of
the Incentive Grant is not immediately repaid upon demand from the City. The City and Developer
shall have no further obligations to one another under this Agreement upon the later of the full
payment by Developer of all sums that may become due to the City under this Agreement or two
(2) years after the Effective Date. Neither the City nor Developer may be held liable for any special
or consequential damages.
7.10. No Waiver. No waiver of any covenant or condition, or the breach of any covenant
or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or
condition of this Agreement. No waiver of any covenant or condition, or the breach of any
covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other
occasion of the covenant or condition or any other covenant or condition of this Agreement. Any
waiver or indulgence of Developer's default may not be considered an estoppel against the City.
It is expressly understood that if at any time Developer is in default in any of its conditions or
covenants of this Agreement, the failure on the part of the City to promptly avail itself of the rights
and remedies that the City may have, will not be considered a waiver on the part of the City, but
the City may at any time avail itself of the rights or remedies or elect to terminate this Agreement
on account of the default.
7.11. Limitation of Remedies. Developer specifically agrees that the City shall not be
liable to Developer for any actual or consequential damages, direct or indirect, interest, attorney
fees or related expenses, or cost of court for any act of default by the City under the terms of this
Agreement. Developer's sole remedy shall be to seek specific performance of the City's
obligations under this Agreement.
Notices. Any notice and/or statement required and permitted to be delivered under
this Agreement shall be deemed delivered by depositing the same in the United States mail,
certified with return receipt requested, proper postage prepaid, addressed to the appropriate party
at the following addresses, or at such other addresses provided by the Parties in writing.
DEVELOPER:
CITY:
Vaquero DG Westminster Partners, LP
Attn: Emily L. Crockett
2900 Wingate Street, Suite 200
Fort Worth, Texas 76107
City of Anna
Attn.: City Manager
P.O. Box 776,
Anna, Texas 75409-0776
Wolfe, Tidwell &McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
Notice is effective upon deposit in the United States mail in the manner provided above.
7.13. Incorporation of Other Documents. The Exhibits referenced in this Agreement
and attached hereto are incorporated herein as if set forth in full for all purposes. Said Exhibits
include the following:
Exhibit A, Legal Description of the Property
Exhibit B, Store Site Plan
7.14. Amendments or Modifications. No amendments or modifications to this Agreement
may be made, nor any provision waived, unless in writing signed by a person duly authorized to
sign Agreements on behalf of each party.
7.15. Relationship of Parties. In performing this Agreement, both the City and Developer
will act in an individual capacity, and not as agents, representatives, employees, employers,
partners, joint -venturers, or associates of one another. The employees or agents of either party may
not be, nor be construed to be, the employees or agents of the other party for any purpose. At no
time shall the City have any control over or charge of Developer's design, construction or
installation of any of the infrastructure or public improvements that are the subject of this
Agreement, 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.
7.16. Captions. The captions in this Agreement are for convenience only and are not a
part of this Agreement. The captions do not in any way limit or amplify the terms and provisions
of this Agreement.
7.17. Severability. If for any reason, any section, paragraph, subdivision, clause,
provision, phrase or word of this Agreement or the application of this Agreement to any person or
circumstance is, to any extent, held illegal, invalid, or unenforceable under present or fixture law
or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement,
or the application of the term or provision to persons or circumstances other than those as to which
it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the
definite intent of the Parties to this Agreement that every section, paragraph, subdivision, clause,
provision, phrase, or word of this Agreement be given full force and effect for its purpose. To the
extent that any clause or provision is held illegal, invalid, or unenforceable under present or future
law effective during the term of this Agreement, then the remainder of this Agreement is not
affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a
clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision
as may be possible and be legal, valid, and enforceable, will be added to this Agreement
automatically.
7.18. Venue. Venue for any legal action related to this Agreement is in Collin County,
Texas.
7.19. Interpretation. The Parties have been represented by counsel of their choosing in
the negotiation and preparation of this Agreement. 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.
7.20. Sole Agreement. This Agreement constitutes the sole agreement between the City
and Developer as relates to the Development. Any other prior agreements, promises, negotiations,
or representations related to the Development, verbal or otherwise, not expressly stated in this
Agreement, are of no force and effect.
7.21. Third Party Beneficiaries. This Agreement is not intended to confer any rights,
privileges or causes of action upon any third party.
7.22. Binding Agreement. This Agreement shall be binding on and inure to the benefit
of the Parties to it and their respective heirs, executors, administrators, legal representatives,
successors, and permitted assigns.
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and the binding agreement of each Party to the terms herein,
but all of which together will constitute one and the same instrument.
7.24. Recording. The Parties agree that neither this Agreement, nor any memorandum
or short form of this Agreement, shall be recorded.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
EXECUTED BY THE PARTIES:
Vaquero DG Westminster Partners, LP,
a Texas limited partnership,
By: Vaquero Ventures Management, LLC,
a Texas limited liability company, its general partner
By:
State of Texas
County of
William A. Landreth, its manager
Before me, on this day personally appeared ,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 manager of Vaquero Ventures Management, LLC, a Texas
limited liability company, in its capacity as general partner of Vaquero DG Westminster, LP, a
Texas limited partnership for the purposes and consideration therein expressed.
Given under my hand and seal of office this day of
Notary —State of Texas
State of Texas
County of
2021.
Before me, on this day personally appeared Jim Proce 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 City Manager of the City of Anna, Texas.
Given under my hand and seal of office this ],'Vh day of Q 2021.
CARRIE L. L,AND
My Notary Ip # 11419404
ExpUes February 4, 2023
Notary — State of Texas
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