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HomeMy WebLinkAboutRes 2023-04-1417 Development Agreement with Think Big Investments LLCCITY OF ANNA, TEXAS RESOLUTION NO. 20 2 3 — O 4 —1141 } A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE WOODLAND ESTATES DEVELOPMENT AGREEMENT WITH THINKK BIG INVESTMENTS, LLC. RELATING TO DEVELOPMENT OF PROPERTY FOR A MULTIPLE -FAMILY RESIDENCE PLANNED DEVELOPMENT WHEREAS, approximately 16.109 acres of real property located in and/or near the municipal boundaries of the City, in Collin County, Texas is intended to be developed as a multiple - family residence planned development (the "Pro a "); and WHEREAS, the City intends that the Property be developed in accordance with Woodland Estates Development Agreement, attached hereto as Exhibit 1; 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. Approval and Authority to Execute The City Council hereby approves the Woodland Estates Development Agreement, attached hereto as Exhibit 1, and authorizes the Mayor's or the Interim City Manager's execution of the same. The Mayor or Interim City Manager are hereby authorized to execute all documents and take all other actions necessary to finalize, act under, and enforce the Development Agreement. PASSED by the City Council of the City of Anna, Texas, on this 111h day of April 2023. ATTESTED: 4!�QJifetl, &e� �i9�I.Y Carrie L. Land, City Secretary EXHIBIT 1 DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered effective as of April 11, 2023 ("Effective Date") between and among the City of Anna, Texas. a Texas home -rule municipality (the "City") and Thinkk Big Investments, LLC ("Owner") as follows: RECITALS WHEREAS. the City and the Owner are sometimes referenced herein collectively as the "Parties" or individually as a "Party"; and WHEREAS, the Owner owns a tract of real property being described in Exhibit A and depicted on Exhibit B (the "Property"); and WHEREAS, the Property is located within the extraterritorial jurisdiction of the City (the "ETJ") and within the City's Certificate of Convenience and Necessity for the provision of retail water and sewer service; and WHEREAS, the Owner desires to develop the Property solely for multiple -family residential development (the "Project") with modified development standards as set forth in this Agreement (the "Development Standards"); and WHEREAS, the Parties desire to enter into this Agreement under Section 212.172, Texas Local Government Code, for the purposes stated therein and including, without limitation, to: (i) provide for the terms of annexation of the Property into the City limits; (ii) provide for the dedication, construction, and financing of infrastructure necessary to serve the Property and the Project and that benefit the City and the public; (iii) authorize the enforcement of certain land use and development regulations by the City other than those otherwise applicable within the City limits; (iv) specify the use and development of the Property before and after annexation; and (v) establish those other lawful terms and considerations regarding the Property and the Project deemed appropriate by the Parties; and WHEREAS, the Parties desire that the Property be annexed into the City's corporate limits promptly after the Effective Date and that the Owner commences development of the Property promptly after the adoption of an ordinance by the City annexing the Property in accordance with this Agreement, and the approval of all required plans and permits for the Project; and WHEREAS, the Parties agree that the City has provided to the landowner of the Property, whether one or more, with: (1) a statement that the landowner is not required to enter into this Agreement; (2) a reference to the authority under which the City may annex the Property including without limitation Subchapter C-3, Chapter 43, Texas Local Government Code; (3) a plain -language description of the annexation procedures applicable to the Property, (4) a statement that said procedures require the landowner's consent; and (5) a statement regarding the municipality's limited waiver of immunity to suit; and WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter specifically set forth herein and shall supersede City Regulations only to the extent that any such City Regulations directly conflict with the terms of this Agreement; DEVELOPNIENT AGREEMENT Page 1 NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as reflected in the covenants, duties and obligations contained herein, the sufficiency of which is hereby acknowledged. tine Parties hereto agree as follows, effective as of the Effective Date: SECTION 1. RECITALS INCORPORATED. The recitals set forth above are incorporated herein as if set forth in full to fiirther describe the Parties' intent under this Agreement. SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS. A. Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with City Regulations unless expressly stated to the contrary in this Agreement. City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. It is expressly understood and the Parties agree that City Regulations applicable to the Property and its use and development include but are not limited to City Code provisions, ordinances, design standards, uniform codes, zoning regulations (but only to the extent not affected by this Agreement), and other policies duly adopted by the City including without limitation any such regulations or requirements that would otherwise be affected in any manner by Chapter 3000 of the Texas Government Code (``Materials and Methods Regulations"), all of which are collectively incorporated herein as if set forth in full for all purposes; provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, "City Regulations" mean the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances, design standards, and other policies duly adopted by the City; provided, however, that as it relates to public infrastructure for any given phase of the Project, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. B. With respect to all structures/development within the Property, Owner agrees to comply and to cause all other persons or entities to comply and any other successors or assigns to comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances ("Anna Code", Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the following listed standards shall govern). Notwithstanding the foregoing, a Subsequent Owner must agree in writing to assume Owner's responsibilities set forth herein; provided, however, a Subsequent Owner's failure to agree in writing does not alleviate a Subsequent Owner from being fully bound by this Agreement and this Agreement shall for all purposes run with the land and be binding on all Subsequent Owners. For purposes of this Agreement the terns "Subsequent Owner" DEVt+ LOPMENT AGREEMENT Page 2 means any person or entity that acquires all or any part of the Property from Owner or Owner's successor in title to the Property or any part thereof. C. Owner agrees that the Property shall be developed in conformance with the concept plan attached as Exhibit B. Owner further agrees that the mandatory Development Standards for the Property and Project are as set forth in Exhibit C. SECTION 3. ANNEXATION, LAND USE AND ZONING. A. Annexation and Services. (1) Annexation. Pursuant to Subchapter C-3, Chapter 43, Texas Local Government Code, this Agreement, as of the Effective Date, shall constitute Owner's agreement to petition for the voluntary annexation of the Property into the corporate limits of the City. Owner shall submit an annexation petition/application to the City on the City's standard form (the "Annexation Petition") within sixty (60) days after the Effective Date. Owner shall further execute and supply any and all instruments and/or other documentation necessary for the City to legally annex the Property. The City shall, -in accordance with applicable statutory requirements, take all steps necessary to complete the annexation of the Property within ninety (90) days following the date that Owner submits the Annexation Petition. Should the City fail to complete the annexation of the Property in accordance with this Agreement, Owner shall have the right to terminate this Agreement with 30 calendar days' advance notice to the City; provided, however, that such termination shall not occur if the City completes the annexation of the Property before the expiration of said 30 calendar days' advance notice provided by Owner. (2) Services. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall further constitute an agreement for the provision of services to the Property to the extent the City provides such services to other properties within the City's corporate limits having similar topography, land use and density. Immediately upon the annexation of the Property, the Property shall be entitled to receive all Municipal Services (i) on the same terms as other property within the City's corporate limits; (ii) at the same rates as then provided within the City's corporate limits, and (iii) without discrimination. B. Development and Zoning. (1) The Project is permitted to be developed on the Property in accordance with the terms of this Agreement. The Project shall be located within the Property, shall comply with the Development Standards set forth in Exhibit C, and shall be generally consistent with the Concept Plan attached hereto as Exhibit B, including any amendments to the Concept Plan permitted by the City Council as set forth below. The Concept Plan attached as Exhibit B, may be amended by Owner to do the following without requiring City approval: Relocate buildings (including individual dwelling units) from the locations shown on Exhibit B to other areas of the Property and/or reconfiguring the layout of buildings (including individual dwelling units) as long as the overall density does not exceed 12 units per acre. (2) The Parties do not anticipate that the Property will be zoned by the City unless such zoning is in accordance with this Agreement, including without limitation the Permitted Land Use, and such zoning does not include any more stringent development standards as those set forth herein without Owner's written consent to any such development standards. The Permitted Land Use under this Agreement is M F-1 DEVELOPMENT AGREEMENT Page 3 Multiple -Family Residential - Medium Density as described in Anna Code, Article 9.04, as of the Effective Date and as modified by this Agreement. Regardless of zoning regulations that may be adopted by the City this Agreement shall control to the extent of any conflict unless the Owner consents in writing to any such conflict. SECTION 4. DEVELOPMENT DEADLINES. A. Owner or any Subsequent Owner shall be obligated under this Agreement to timely meet the following deadlines: 1. Within 210 days after City Council approval of the Zoning Change, Owner will have submitted a preliminary plat and tree preservation plan for the Property. 2. Within 180 days after the City has approved the preliminary plat, Owner shall have submitted a site plan, landscaping plan, lighting plan, final plat (showing easements, fire lanes and utilities for the multiple -family residence development), and civil plans. 3. A preconstruction meeting between Owner and City staff shall occur within 120 days of final approval of the civil plans. 4. Site construction pursuant to final approved civil plans must commence within 90 days after the preconstruction meeting. 5. Owner must submit plans and specifications for the buildings and other- improvements not part of the civil plans (the "Building Plans") no later than 270 days after civil plans are approved by the City. After the last to occur of (a) approval of the Building Plans by the City of Anna, (b) completion of all construction pursuant to civil plans, (c) acceptance of all civil construction and public improvements by the City of Anna, and (d) recordation of the multiple -family residence development final replat, Owner must submit an application for a building permit. within 60 days thereafter (including without limitation the payment of all fees due to the City as required to develop the Property). 6. Recordation in the Official Records of Collin County, Texas of the multiple -family residence development final plat must occur within 180 days of commencement of site construction. 7. Vertical construction pursuant to the Building Plans for approved structures must commence within 180 days after the later to occur of the recordation of the multi -family residence final plat and obtaining a building permit. B. Not by way of limitation as to other material terms and conditions, the deadlines stated above are material terms and conditions of this Agreement and any failure to meet any of the deadlines above DEVELOPMENT AGREEMENT Page 4 (each, a "Deadline Default") is a material default under this Agreement. In addition to all other remedies that the City may enforce under this Agreement or that is available to the City at law or in equity in the event of a Deadline Default, the City may in its sole discretion initiate and pursue a zoning case to change the zoning classification back to the Original Zoning Classification. In the event that the City initiates such a zoning case after a Deadline Default, the Owner shall not oppose the zoning case and shall be deemed to have fully and irrevocably released and waived any claim, cause of action, litigation or other challenge or proceeding to such zoning case on any legal basis or theory whatsoever. SECTION 5. DEFAULT. If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part thereof fails to comply with any of the material terms and conditions included in this Agreement (such defaulting owner referenced herein as "Defaulting Owner"), the City will have the following non-exclusive and cumulative remedies. A. Withholding of utilities or withholding or revocation of permits and other approvals required for development and use of the portion of the Property that is the subject of the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy. B. The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure to comply with the Development Standards set forth of this Agreement. The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages that accrue per day that such a failure shall exist or occur. The said amounts are fixed and agreed upon by the parties because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain. In the event of a breach that is not timely cured as set forth below, the sum of liquidated damages shall be calculated to include each and every day of the occurrence of the breach beginning on the date that the City first provided written notice of such breach under this paragraph and the City shall not be required to provide any subsequent written notices as to subsequent dates or times during which such breach is repeated or continues to occur C. The non -defaulting party will additionally have any and all remedies available to it at equity or in law. Notwithstanding the foregoing, a Defaulting Owner shall not be liable for the remedies under this section unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after ninety (90) calendar days following receipt of written notice from the City provided in DEVELOPMENT AGREEMENT Page 5 accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty-five (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). SECTION 6. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND. This Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement runs with the land and is binding on all subsequent owners of the Property or any portions thereof. This section shall be construed liberally to ensure the Parties" intent that this Agreement shall be enforceable regardless of any change of ownership of or interest in the Property. Notwithstanding anything to the contrary in this Section 6 or elsewhere in this Agreement, if the Owner or a Subsequent Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who assumes Transferor's obligations under this Agreement with respect to the transferred Property, the Transferor shall be automatically released from its obligations under this Agreement relating to the transferred Property subsequent to the date of transfer. SECTION 7. INDEMNIFICATION AND HOLD HARMLESS. THE OWNER OR ANY SUBSEQUENT OWNER O1; THE PROPERTY (THE "INDEMNIFYIN_G PARTY" WHETHER ONE OR MORE), HEREBY COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS. AGENTS SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS (,TOGETHER, "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY, .INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OR. OTHER WRONGFUL CONDUCT OF ANY OF ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, :MATERIAL MEN, AND AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACTLITTES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR .ANY OTHER GOVERNING REGULATIONS, AND IT 1S EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE INDEMNIFYING PARTY SHALL NOT HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE DEVELOPMENT AGREEMENT Page 6 CITY'S SOLE NEGLIGENCE OR BY THE CITY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WELL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY. THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY AS OF THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY, OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the design, constriction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This section shall survive the termination of this Agreement. SECTION S. RECORDATION. This document, including all Exhibits, shall be recorded in the Official Records of Collin County, Texas. SECTION 9. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto and supersedes and replaces any prior agreements relating to the same subject matter. SECTION 10. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 11. AUTHORITY. Owner represents and warrants to the City that the Owner owns the Property and that this Agreement is binding and enforceable on the Property. Owner may sell the Property or a part thereof to a person or entity (the "Closing') prior to commencement of site construction on the property sold, and in such event the Subsequent Owner shall be required to acknowledge and assume all obligations, liabilities and indemnifications under this Agreement. SECTION 12. INVALID PROVISIONS. DEVELOPMENT AGREEMENT Page 7 I f any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 13. ESTOPPEL. On or before 45 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an existing or prospective mortgagee. the City will execute and deliver an estoppel certificate stating that, to the best of the City's knowledge: (i ) the transferring or borrowing owner is not in default under this Agreement; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. SECTION 14. FORCE MAJEJRE. Whenever a period of time is prescribed in this Agreement for a Party (the "Acting Party") to take an action (other than a payment obligation), the Acting Party will not be liable or responsible for, and there will be excluded from the computation of any such time period, the period of time (the "Force .Maicure Period") of delays caused by strikes, riots, acts of God, pandemic, enemy action, shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty, or any other causes that are beyond the reasonable control of the Acting Party or any of its employees, agents, or contractors, but not any economic hardship, changes in market conditions, and insufficiency of funds ("Force Majeure'). However, a date will only be extended by a Force Majeure Period if the Acting Party gives notice to the other Party of the occurrence or commencement of the event that constitutes Force Majeure within ten days after the Acting Party knows of the existence or commencement of such event, and claims (in such notice) that such event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent the Party's performance; (ii) all of the measures being employed to regain the ability to perform; and (iii) the projected date upon which the Party will be able to resume performance, which projected date the Parties agree and acknowledge is only an estimate and not a binding commitment by the Party claiming force majeure. SECTION 15. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. SECTION 16. MISCELLANEOUS. A. Notices. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in the United States snail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna DEVELOPMENT AGREEMENT Page 8 120 W 7'h Street Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Property Owner: Thinkk Big Investments, LLC 421 County Club Road Fairview, TX 75069 Attn: Prithvirt i Loganathan B. Interpretation. Each Party has been actively involved in negotiating this Agreement. Accordingly, a rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. C. Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. D. Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. Owner represents and warrants that this Agreement has been approved by appropriate action of Owner, and that each individual executing this Agreement on behalf of Owner has been duly authorized to do so. Owners represents and warrants that this Agreement has been approved by appropriate action of Owners, and that each individual executing this Agreement on behalf of Owners has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions. E. Severability. This Agreement shall not be modified or amended except in waiting signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. DEVELOPMENT AGREEMENT Page 9 F. Applicable Law, Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County, Texas. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. G. Non Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. H. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. I. Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the Parties expressly amending the terms of this Agreement. By entering into this Agreement, any previous agreements or understanding between the Parties relating to the same subject matter are null and void. J. Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. K. Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Owner, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30"' day after the receipt of such form. [signature page follows] DEVELOPMENT AGREEMENT Page 11) CITY OF ANNA By: Ry Henderson, Interim City Manager IN WITNESS WHEREOF: STATE OF TEXAS CgVNTY OF COLLIN Before me, the undersigned notary public, on theft y ofA0jjL 2023, appeared Ryan Henderson, known to me (or proved to me) to be the person whose name 1s subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Interim City Manager of the City of Anna, Texas. Notary Public, State ofFexas Thinkk Big Investments, LLC 421 County Club Road Fairview, TX 75069 CARRIE L. LAND 5 ..... 6 i Notary Public. State of Texas z'"�•.•�� Comm. Expires 02.04.2027 ;,;.°. Notary to 11419404 IN WITNESS WHEREOF: STATE OF TES COOUNOF LLAS yJ efore me, the undersigned notary public, onhe day o 2023, appeared IY-' known to me (or proved to me) to be the person whose name is subscribed to the-fQregoing-AnsYrument, and acknowledged to me that he/she executed the same in his/her capacity as i(sr IISSSENIAMAIETTA Nniory Public i' Ixe STATE OF TEXAS NOTARY ID a 133383088 NU i. omm. Expires 10.20-2025 EXMBIT A PROPERTY DESCRIPTION EXHIBIT A ZONING DESCRIPTION MULTI FAMILY RESIDENTIAL (MFR) KNIPPA FAMILY REVOCABLE LIVING TRUST GUYN MORRISON SURVEY, ABSTRACT NO.559, COLLIN COUNTY, TEXAS 16.109 ACRES BEING a 16.109 acre tract of land situated in the Guyn Morrison Survey, Abstract No. 559, Collin County, Texas, and being all of a called 16.097 acre tract of land conveyed to Knippa Family Revocable Living Trust by Warranty Deed recorded in Instrument Number 20020213000229560, Official Public Records, Collin County, Texas; said 16.109 acre tract being more particularly described as follows: BEGINNING at a point for corner at the northeast corner of said 16.097 acre tract, being in the south line of County Road 427 and the northwest corner of a called 88.7622 acre tract of land conveyed by deed to 3Mc Joint Venture, as recorded in Volume 3670, Page 174, Deed Records, Collin County, Texas; THENCE South 00 degrees 14 minutes 55 seconds East along the east line of said 16.097 acre tract and the west line of said 88.7622 acre tract, passing the southwest corner of said 88.7622 acre tract and the northwest corner of a called 10.00 acre tract of land conveyed to William Stiltz et ux as recorded in Document Number 19830614000277820, Deed Records, Collin County, Texas, continuing along the west line of said 10.00 acre tract, in all a total distance of 1,319.82 feetto the southeast corner of said 16.097 acre tract and the northeast corner of a called 12.423 acre tract of land conveyed by deed to The Duer Family Trust as recorded in Document Number 19990106000021500, Deed Records, Collin County, Texas; THENCE South 89 degrees 00 minutes 00 seconds West departing the west line of said 10.00 acre tract, along the south line of said 16.097 acre tract and the north line of said 12.423 acre tract, passing the northwest corner of said 12.423 acre tract, and a northeast corner of a called 15.54 acre tract of land conveyed by deed to Mullet Living Trust as recorded in Document Number 20061027001549080, Official Public Records, Collin County, Texas, continuing in all a total distance of 528.00 feet to the southwest corner of said 16.097 acre tract and a re-entrant corner of said 15.54 acre tract; THENCE North 00 degrees 12 minutes 00 seconds West along a west line of said 16.097 acre tract, the east line of said 15.54 acre tract, passing a northeast corner of said 15.54 acre tract and the southeast corner of a called 13.60 acre tract of land conveyed by deed to Keith Douglas Bird as recorded in Document Number 20081014001223710, Official Public Records, Collin County, Texas, continuing along the east line of said 13.60 acre tract, in all a total distance of 1,160.00 feet to a re- entrant corner of said 16.097 acre tract and a northeast corner of said 13.60 acre tract; Page 1 of 3 EXHIBIT A THENCE along the common line between said 16.097 acre tract and said 13.60 acre tract, the following two (2) courses and distances: South 85 degrees 45 minutes 00 seconds West, a distance of 99.00 feet to a southwest corner of said 16.097 acre tract and a re-entrant corner of said 13.60 acre tract; North 00 degrees 12 minutes 00 seconds West, a distance of 132.00 feet to the northwest corner of said 16.097 acre tract and being in the south line of said County Road 427; THENCE North 85 degrees 57 minutes 00 seconds East departing the east line of said 13.60 acre tract, along the south line of said County Road 427 and the north line of said 16.097 acre tract, a distance of 627.00 feet to the POINT -OF -BEGINNING, containing 16.109 acres of land. Bearings for this description cited are based on Grid North State Plane Coordinates of the Texas Coordinate System NAD83 (CORS96) Texas North Central Zone (4202), NAVD88. Page 2 of 3 © 2022 Westwood Professional Services, Inc. PL��SJS21�'20 �0 �0 �oA��1o6000 0 OL � 0427 ..OUNTY ROAD I NO. ,N85°57'00"E 627 132.00- % N00°12'00"W 99.00—' S85048'00"W N fit' CALLED 73.60 ACRES O KEITH DOUGLAS BIRD DOC NO.20087074007223770 o Q O � TRACT 7 CALLED 75.54 ACRES MULLET LIVING TRUST VDOC. NO.20067027007549080 j4 O 0 O z LEGEND P.O.B. POINT OF BEGINNING INST. NO. INSTRUMENT NUMBER VOL. PG. VOLUME, PAGE DOC. NO. DOCUMENT NUMBER BEING A 16.097 ACRE TRACT LOCATED IN THE GUYN MORRISON SURVEY, ABSTRACT NO. SS9, COLLIN COUNTY, TEXAS ANNA, TEXAS i ko Ln 0 N Cr O o � o rnOC CC � � W 4Qjcv H � CL Ua- U H Q S89e00'00"W 528.00 CALLED 12.423 ACRES THE DUER FAMILY TRUST DOC. NO. 19990706000021500 CALLED 51.208 ACRES JULIAN M. SMITH ET UX DOC. NO. 79730507086507270 ,r P.O.B. I� ,V" �1 V-, • �(J . J �. CALLED 88.7622 ACRES 3MC JOINT VENTURE VOL 3670, PG 174 APPROXIMATE LOCATION SURVEY LINE 0 ado v�o oN o _j to 4�� —1 - O U Q NOTE. THIS IS NOT A BOUNDARY SURVEYAND DOES NOT REPRESENT AN ON THE GROUND SURVEY. Westwood Phone (214) 473 4640 2901 Dallas Parkway, Wte 400 Toll Free (888) 937-5150 Plano, TX 75093 VAnbrood Pra%sslonel Semkim I= TBPE FIRM REGISTRATION NO. F-11756 TBPLS FIRM REGISTRATION NO. 10074301 MULTI -FAMILY SHEET NUMBER: RESIDENTIAL 3 OF (MFR) 3 ZONING EXHIBIT DATE: 11 /16/22 PROJECT NUMBER: 0041317.00 m x w Q z z O 1n a w a z z I V w v a ti rn 0 to BBIT B CONCEPT P LAN EXHIBIT B 1 1 SHEET 1 OF 2 Nole: U.", and alstanves were aealee Rom county Parcel,, nol wlN cum We. IN COMPLIANCE W?H: COUNTY KONG 11%(CR 1106)15 LIS70 AS A PRINCIPAL ARTERIAL(130'R.O.WJ SUE ALW WS FORA 60' R.O.W. DEDICATION MEASURED FROM THE CENTER OF THE R,O.W) Note: Development assumes one lot for the entire development NNE LANE l'—Nay I'v,. wNtin e wnen, ded.Noul — — — — PROPERTYUNE ® COVENEO PARKING SPACE ® UNCOVERED PARKING SPACE NEFUSEKA-- ZONE A IO}YEAR FLOOD AREA PER FIRM PANE1.4801 CA1601 SISTER GROVE CREEK TRIBUTARY PER N WI DATASET ;- OPEN SPACE BUILDING TYPES SCALE 1• �w•u• KI_�AI�.4_ BI I " I MATCHLINE' REFERENCE PG 2 OF 2 ENGINEER: ,......,.N,...,u' ,v.VL...•.... ,...,...,....e, CONCEPT PLAN P SWE: V.IY.n CONCEPTPIAH WWOUW.MHUNTFS BLOCK A. LOT ANNA. TEMS I COWN COUNTY 'M.E ACRETRACT SHE. E.TMCT 55 SB.l ACRES GUINNACESHUN SURVEY H.US A M 4XVAR�II .IS EXHIBIT B MATCH LINE: REFERENCE PG I OF 2 _ A r SHEET 2 OF 2 a 4 / lu �F t\ / f BeaNy LAM Olibnceswere [reaEe9 M1om munty W�EeN. nM wlNwmry Cab. Note: Development assumes one lot for the entire development "/ ( z4nd LEGEND FIRE LANE IgenebltylI wIUUn '.... .aemnn CeClmlI PROPERTY LINE ® COVERED INRU GSPRQ ® UN—EREO PERKING SPACE MINE LOU-EAA FLOOD AREA PERFlRMPANE1.48OWS01601 SISTER GROVE CREEK TRIBUTARY PER NWI OATfSEi OPEN SPACE I I 0 � I r-.�.gCe Bi �✓� 1 1 o � w r I-a..nn'uEH4wHEEW�f _ OWNER: sl�n W ILEa R� 4 _ .v SCVF'. I'•atl�P PEEN y tI9 / wO E °CCe IIFE voo k IILO ICOWl UXry OHXa g 11.JAC ETEI l6.l ACAETMCT SNENT,MEr 65 MES GVIXN MSURVEY OR ISON ABSNS ADS5 A0559 { I l IANVEPa E3, 3011 EXHIBIT C DEVELOPMENT STANDARDS Exhibit C - Development Standards 1. Purpose. The purpose of these Development Standards is to facilitate the development of a Multiple - family residence subdivision. 2. Definitions. Except as otherwise provided herein, the definitions in Appendix 3 of the City's Zoning Ordinance shall apply. Multiple -family residence: Any building or portion thereof which is designed, built, rented, leased, or let to be occupied as two or more dwelling units or apartments or which is occupied as a home or place of residence by two or more families living in independent dwelling units. 3. Standards and Area Regulations. A. The location of the development shall be in substantial conformance with the Concept Plan. B. Development must comply with the development standards for use, density, lot area, lot width, lot depth, yard depths and widths, building height, building elevations, coverage, floor area ratio, parking, access, screening, landscaping, accessory buildings, signs, and lighting, set forth in the MF-1 Multiple -Family Residential - Medium Density (MF-1) zoning district and the Planning and Development Regulations except as otherwise specified herein. i. Maximum height (feet): 29 ii. Side Yard, interior (feet): 25 iii. Parking: a) One -bedroom: One space per unit; b) Two- & Three -bedroom: Two (2) spaces per unit; c) Covered Parking: 50% of the residence required parking must be covered; and d) Visitor Parking: 0.25 per unit. iv. Screening Fence: Screening and fencing on any perimeter not abutting a public right-of-way shall consist of a 6-foot board on board wood fencing. 1 V. Buffer: To preserve the natural tree line and provide transition between different types of land uses a 20-foot-wide vegetative buffer shall be provided along the entire eastern, southern, and western property boundaries. The natural tree line, where existing, shall be preserved as a buffer and in areas where no trees exist the developer shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at time of planting) per 40 linear feet, or portion thereof, along the property boundaries. C. To prohibit indiscriminate clear cutting the applicant has agreed to preserve the existing tree line located along the eastern, southern, and western property boundaries of the zoning requires. The existing tree line shall be located within a 20' tree preservation easement as identified on the Concept Plan (Exhibit A) and designated as a non - disturbance area in which no construction or tree removal will occur. Removal of any trees in these areas are subject to restriction under Sec.9.07.003 (Permit required; exceptions) of Article 9.07 (Tree Preservation) within the City of Anna Code of Ordinances. D. Plats and/or site plans submitted for the development of the PD shall conform to the data presented and approved on the Concept Plan. Non -substantial changes of detail on the final development plan(s) that differ from the Concept Plan may be authorized by the City Council with the approval of the final development plan(s) and without public hearing. E. The Concept Plan will expire after two (2) years of approval. 4. Design Standards A. Except as noted below, the exterior walls (excluding windows and doors) on the front elevation of any two -unit multiple -family residence structure shall be 80 percent masonry. The total cumulative surface area of the remaining exterior walls (excluding windows and doors) shall be 60 percent masonry. Each structure shall be deemed to have only one front elevation. B. A maximum of 10 percent of any exposed exterior wall may consist of exterior insulation and finish system (EIFS). C. Second floor Dutch gable roof elements are not required to be masonry. D. Roofing materials of a structure may only consist of architectural asphalt shingles (including laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced row roofing, slate and slate -type shingles, or an equivalent or better product as compared with said materials. Should architectural shingles be used as roofing material, said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstance shall three -tab shingles be used as roofing material. 2 E. Except for porch roofs and shed roofs, pitched roofs shall have a minimum slope of 6" x 12" (six inches vertical rise for every 12 inches horizontal run) and shall have an overhang at least 1' (one foot) beyond the building wall; however, the overhang shall not encroach into a setback more than one foot. Porch roofs and shed roofs must have a minimum pitch of 4" x 12". F. Building articulation: At least four (4) facade articulation techniques are required on each unit to add architectural variety and interest to a building. The following features shall be acceptable techniques of exterior articulation: i. A base course or plinth course; banding, moldings, or stringcourses; quoins; oriels; cornices; arches; brackets; keystones; dormers; louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the corners of the structure for at least two feet.). ii. Balconies. iii. Bay windows. iv. Masonry chimney(s). v. Double -entry door(s). vi. Covered Entry(ies) vii. The use of both stone and brick on the front elevations with a minimum of ten percent coverage of one of the elements. viii. Front porch of at least 50 square feet. ix. The installation of at least two (2) coach lights. x. Other techniques for building articulation can be substituted if administratively approved by the administrative official. G. Fenestration: i. Windowless exterior walls that face a travel way or other similar highly visible areas are prohibited. On two-story structures, windows are required on the first and second story facing a travel way. ii. Windows shall be in harmony with and proportionate to the rest of the structure. iii. The use of reflective glass on residential structures is prohibited. Reflective glass will be defined as having a visible light reflectance rating of 15% or greater. 3 Collin County Honorable Stacey Kemp Collin County Clerk COPY Instrument Number: 2023000041369 Real Property AGREEMENT Recorded On: April 18, 2023 03:19 PM Number of Pages: 23 " Examined and Charged as Follows: " Total Recording: $110.00 *********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: Receipt Number: 2023000041369 20230418000551 Recorded Date/Time: April 18, 2023 03:19 PM User: Station: Alyssa A Station 7 Record and Return To: CITY OF ANNA 120 W 7TH ST ANNA TX 75409 STATE OF TEXAS Collin County I hereby certify that this Instrument was filed in the File Number sequence on the date/time printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas Honorable Stacey Kemp Collin County Clerk Collin County, TX