HomeMy WebLinkAboutRes 2023-04-1418 Impact Fee Reimbursement Agreement for Sanitary Sewer InfrastructureCITY OF ANNA, TEXAS
RESOLUTION NO. 24 23- 44 - 1 y 18
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO
EXECUTE A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH
STARLIGHT HOMES, L.L.C., AND SAGINAW 106, LTD., FOR THE CONSTRUCTION
OF PUBLIC SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE
CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. are seeking to develop
property near the southeast corner of State Highway 5 and Farm to Market Road 455;
and,
WHEREAS, a regional sanitary sewer lift station is shown in the Wastewater Master Plan
for the City of Anna, Texas to replace the existing sanitary sewer lift station in the
Sweetwater Crossing Subdivision; and,
WHEREAS, the proposed regional lift station will be constructed within the Saginaw 106,
Ltd. property and constructed with the collective development of the Coyote Meadows
and Cedar Ridge Estates developments, and will serve the larger area, including existing
neighborhoods and future development; and,
WHEREAS, the City has identified the regional wastewater lift station as a critical
infrastructure project for the City; and,
WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. collectively agree to provide
the design and construction of the identified sanitary sewer improvements in accordance
with the City of Anna design standards and regulations, subject to Impact Fee
reimbursement from the City of Anna; and,
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Article I. Recitals Incorporated
The recitals above are incorporated herein as if set forth in full for all purposes.
Article II. Authorization of Payment and Funding.
Article III. That the City Council of the City of Anna hereby authorizes the City
Manager to execute the Wastewater Impact Fee Reimbursement Agreement in a form
approved by the City Attorney.
That funding for the project shall come from Wastewater Impact Fees.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this I I'L,
day of April 2023.
ATTEST:
APPROVED:
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City Secretary, Carrie Land * Ail17a ,� ayor, Nate Pike
1913
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23 Acres
281 Acres
Exhibit A
(see following page)
After Recording Return to:
City of Anna
120 W 7th St, Anna, Tx 75409
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT
This Wastewater Impact Fee Reimbursement Agreement (this "Agreement") is entered into
by and between the CITY OF ANNA, TEXAS a home -rule municipality in Collin County, Texas
(the "Q� ), and STARLIGHT HOMES TEXAS, L.L.C., a Delaware limited liability company,
its successors and assigns ("Starli t '), and SAGINAW 106, LTD. a Texas limited partnership,
its successors and assigns ("Saginaw 'and together with Starlight, collectively sometimes referred
to herein as "Developers" and individually as "Developer"), to be effective on the Effective Date.
SECTION 1
RECITALS
WHEREAS, certain terms used in these recitals are defined in Section 2; and
WHEREAS, the City is a home -rule municipality of the State of Texas located within
Collin County; and
WHEREAS, Starlight, Saginaw and the City are sometimes collectively referenced in this
Agreement as (the "Parties,") or each individually as (a "Par '); and
WHEREAS, as of the date of execution of this Agreement, the Developers own and/or are
under contract to purchase two tracts of land totaling approximately 218.21 acres of real property
located in the City and described by metes and bounds in Exhibit A-1 and Exhibit A-2, said
properties consisting of a 153.64 acre tract to be developed by Starlight (Coyote Meadows)
described by metes and bounds in Exhibit A-1 (the "Coyote Meadows Property"), and a 64.57
acre tract owned by Saginaw Holdings, L.L.C. (Cedar Ridge Estates) described by metes and
bounds in Exhibit A-2 (the "Cedar Ridge Estates Property" and together with the Coyote
Meadows Property, collectively sometimes referred to herein as the "Properties"); and
WHEREAS, the Coyote Meadows Property is zoned pursuant to PD Ordinance No. 957-
2022 dated January 25, 2022 and the Cedar Ridge Estates Property is zoned as SF-72 and both
Properties shall be developed in accordance with said zoning; and
WHEREAS, Starlight desires to proceed with the first phase of development of the Coyote
Meadows Property as generally described and/or generally illustrated on the Phase 1 preliminary
plat and overall development plan shown in Exhibit B-1 (the "Coyote Meadows Preliminary
Plat"), which Coyote Meadows Property totals approximately 731 single-family lots; and
WHEREAS, Saginaw desires to proceed with development of the Cedar Ridge Estates
Property as generally described and/or generally illustrated on the preliminary plat shown in
Exhibit B-2 (the "Cedar Ridge Estates Preliminary Plat"), which Cedar Ridge Estates Property
totals approximately 223 single-family lots; and
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 1
WHEREAS, the Parties intend that the Properties be developed in accordance with
Preliminary Plats and the Development Standards agreed to under this Agreement and the Original
Development Agreement; and
WHEREAS, Developers desire and intend to design, construct and install and/or make
financial contributions to certain Public Improvements to serve the Developments as more
particularly set forth herein; and
WHEREAS, the Parties intend for the design, construction, and installation of the Public
Improvements to be completed by Starlight and dedicated to the City for use and maintenance,
subject to approval of the plans and inspection and acceptance of the Public Improvements in
accordance with this Agreement and the City Regulations; and
WHEREAS, Developers shall be solely responsible for the funding and construction of all
of the Public Improvements required to serve the Properties except as expressly set forth in this
Agreement; and
WHEREAS, the Public Improvements include public sanitary sewer improvements
identified in the City of Anna Wastewater Master Plan that will serve the Properties and other
areas not owned by Developers; and
WHEREAS, subject to the terms and conditions of this Agreement, Developers are willing
to fund the construction of all of the Public Improvements, and Starlight is willing to construct
said improvements, including certain public sanitary sewer improvements that will serve the
Properties and provide for additional capacity in excess of what is necessary to serve the Properties
(the "Oversized Capacity '); and
WHEREAS, Developers have estimated that the costs necessary to complete the sanitary
sewer Public Improvements are as set forth in the amounts shown in the Opinion of Probable
Construction Cost in Exhibit D and that said total cost is estimated to be approximately
$5,603,404.00, which includes actual estimated construction costs in the amount of $4,768,660.00
(the "Developer Construction Estimate") and contingency in the amount of $834,744.00, and such
costs shall be shared amongst the Parties pursuant to the terms hereof; and
WHEREAS, subject to the terms and conditions of this Agreement, Developers shall be
obligated to complete and construct improvements including public sanitary sewer improvements
as set forth in Exhibit E and in accordance with the City Development Standards, this Agreement,
and other required approvals; and
WHEREAS, to the extent the Total Construction Cost exceeds the amount of $3,908,463,
the City desires to share in the cost of the Public Improvements in an amount not exceeding
$1,100,000.00 ("City's Contribution to Construction Costs"), representing the City's financial
contribution to the construction costs required to build the Public Improvements in accordance
with the City of Anna Wastewater Master Plan and to account for the Oversized Capacity needed
to serve the surrounding area; and
WHEREAS, Developers understand and acknowledge that the obligations undertaken
under this Agreement are primarily for the benefit of the Properties; and
WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 2
WHEREAS, Developers understand and acknowledge that the Public Improvements to be
constructed by Starlight and dedicated to the City under this Agreement will benefit the
Developments by positively contributing to the enhanced nature of the Developments, increasing
property values within the Properties, and encouraging investment and ultimate development of
the Properties; and
WHEREAS, Developers understand and acknowledge that their acceptance of this
Agreement is not an exaction or a concession demanded by the City; rather, it is an undertaking of
Developers' voluntary design to ensure consistency, quality, and adequate public improvements
that will benefit the Developments and the Properties, including without limitation Developers'
agreement to adhere to the Development Standards; and
WHEREAS, the City and Developers understand and acknowledge that the construction
of the Public Improvements and related purchasing and contracting under this Agreement are
exempt from the competitive sealed bidding procedures of Chapter 252 of the Texas Local
Government Code; and
WHEREAS, the City recognizes the positive impact the Public Improvements will bring
to the City and that said improvements will promote state and local economic development,
stimulate business and commercial activity in the City for the development and diversification of
the economy of the state, promote the development and expansion of commerce in the state, and
reduce unemployment or underemployment in the state and that this agreement is a program under
Chapter 380 of the Texas Local Government Code; and
WHEREAS, except as otherwise expressly set forth to the contrary in this Agreement, the
Parties intend that this Agreement shall supersede that certain Coyote Meadows Development
Agreement recorded in the Official Public Records of Collin County, Texas as Document No.
20211203002458070 (as amended and assigned, the "Original Development Agreement') only to
the extent that the Original Development Agreement directly conflicts with the terms or intent of
this Agreement; and
WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend
this Agreement to supersede City Regulations and the City of Anna Wastewater Master Plan only
to the extent that City Regulations and/or the City of Anna Wastewater Master Plan directly
conflict with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties hereby agree as follows:
SECTION 2
DEFINITIONS
Certain terms used in this Agreement are defined in this Section 2. Other terms used in
this Agreement are defined in the recitals or in other sections of this Agreement. Unless the context
requires otherwise, the following terms shall have the meanings hereinafter set forth:
Capital Improvements) shall have the meaning provided in Chapter 395, Texas Local
Government Code.
WASTEWATER IWACT FEE REMBURSEMENT AGREEMENT PAGE 3
Capital Improvements Plan ("CIP") means all capital improvements plan(s) duly adopted
by the City under Chapter 395, Texas Local Government Code, as may be updated or amended
from time to time.
City means the City of Anna, a home -rule municipality located in Collin County, Texas.
City Code means The Anna City Code of Ordinances.
City Council means the governing body of the City.
City Manager means the current or acting City Manager of the City of Anna or a person
designated to act on behalf of that individual if the designation is in writing and signed by the
current or acting City Manager.
City Regulations means the City's applicable development regulations in effect on the
Effective Date, including without limitation City Code provisions, ordinances (including without
limitation park dedication fees), design standards (including without limitation pavement
thickness), and other policies duly adopted by the City; provided, however, that as it relates to
Public Infrastructure for any given phase, 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 of said phase has
not commenced within two (2) 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.
Construction Costs means any contributions, dedications or costs or fees actually paid for
infrastructure improvements, as applicable, including without limitation the costs related to
engineering, designing, surveying, permitting, constructing, inspecting, materials, supplies, labor,
testing, financing, off -site third -party property/easement acquisitions, and all costs related in any
manner to the Public Improvements.
Coyote Meadows Property Owner means TFCC Coyote LLC, a Texas limited liability
company.
Development(s) means (a) individually the Coyote Meadows Property subdivision or the
Cedar Ridge Estates Property subdivision, or (b) collectively both subdivisions to be built on the
Properties that are the subject of this Agreement.
Development Standards mean the design specifications and construction standards
permitted or imposed under the City Regulations and, as relates to construction of structures, those
standards set forth in that certain Original Development Agreement approved by the City Council
of the City of Anna, Texas by Resolution 2021-10-1033.
Effective Date means the effective date of this Agreement, which shall be the date upon
which all parties have fully executed and delivered this Agreement.
Impact Fees means those wastewater impact fees assessed and charged against the
Properties in accordance with Chapter 395 of the Texas Local Government Code and as defined
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 4
therein, including without limitation those impact fees paid by or on behalf of any owner, builder
or contractor, or paid directly by a Party. For the avoidance of doubt, the term "Impact Fees" when
capitalized in this Agreement shall not include roadway impact fees or water impact fees.
Impact Fee Accounts means the interest -bearing deposit accounts maintained by the City
pursuant to Section 395.024 of the Texas Local Government Code, as amended.
Impact Fee Reimbursement means direct payments from the Impact Fee Accounts to
reimburse Public Improvement Costs (which expressly include Construction Costs to the extent
such Construction Costs are for the Public Improvements that the City requires Developers to
construct pursuant to this Agreement or otherwise).
Saginaw's Pro Rata Share of Construction Costs means Saginaw's portion of the
engineering, design, and construction of the Public improvements at the time of full and final
completion, dedication and acceptance of the Public Improvements, and which cost is anticipated
to be $938,031.36.
Mayor means the Mayor of the City of Anna.
Notice means any notice required or contemplated by this Agreement (or otherwise given
in connection with this Agreement).
Preliminary Plats means collectively the Coyote Meadows Preliminary Plat and Cedar
Ridge Estates Preliminary Plat, both as approved by the City Council for the development of the
Properties as depicted in Exhibit B-1 and Exhibit B-2.
Public Improvements means the Capital Improvements consisting of the public sanitary
sewer infrastructure facilities listed in Section 3.3(a) and in Exhibit D and depicted in Exhibit E,
and that will be dedicated to and maintained by the City to be constructed by Starlight.
Public Infrastructure means all public water, wastewater/sewer, detention and drainage,
roadway, park and trail, and other public infrastructure necessary to serve the Phase 1 development
of each of the Properties and/or to be constructed and dedicated to the City by each Developer for
its respective Development.
Real Properties Records of Collin County means the official land recordings of the Collin
County Clerk's Office.
Starlight's Pro Rata Share of Construction Costs means Starlight's portion of the
engineering, design, and construction of the Public Improvements at the time of full and final
completion, dedication and acceptance of the Public Improvements, and which cost is anticipated
to be $2,970,432.64.
Total Construction Cost means the final total combined cost of the Public Improvements .
WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 5
SECTION 3
PUBLIC EUPROVEMENTS
3.1 Construction, Ownership, and Transfer of Public Improvements.
(a) Contract Specifications. BGE, Inc. shall prepare, or cause the preparation
of, and provide the Parties with, contract specifications and necessary related documents for the
Public Improvements.
(b) Construction Standards, Inspections and Fees. Except as otherwise
expressly set forth in this Agreement, the Public Improvements shall be constructed and
inspected, and all applicable fees, including but not limited to Impact Fees (subject to the terms
hereof and any applicable credits or reimbursements), permit fees, and inspection fees, shall be
paid by each Developer for its respective Development, in accordance with this Agreement, the
City Regulations, and the regulations of any other governing body or entity with jurisdiction over
the Public Improvements.
(c) Contract Letting. The Parties understand that this Agreement and
construction of the Public Improvements are legally exempt from competitive bidding
requirements. BGE Inc. shall prepare, or cause the preparation of, and provide to the City all
contract specifications and necessary related documents, including the contract proposal showing
the negotiated total contract price and scope of work, for the construction of any portion of the
Public Improvements that have not been awarded.
(d) Ownership. All of the Public Improvements and Public Infrastructure shall
be owned by the City upon acceptance of them by the City. Each Developer agrees to take any
action reasonably required by the City to transfer, convey, or otherwise dedicate or ensure the
dedication of land, right-of-way, or easements for each Developer's portion of the Public
Improvements and Public Infrastructure to the City.
3.2 Operation and Maintenance.
(a) Upon inspection, approval, and acceptance of the Public Improvements or
any portion thereof, the City shall maintain and operate the accepted public infrastructure and
provide retail sewer service to the Properties.
(b) Within each Development, a homeowners association ("HOA") shall
maintain and operate all open spaces, all required trails, amenity centers, common areas,
landscaping, screening walls, Development signage and any other common improvements or
appurtenances within the Properties that are owned by Developers, their successors or assigns, or
the HOA, its successors or assigns, and not maintained or operated by the City.
3.3 Public Improvements
(a) The Public Improvements are shown on Exhibit E and include:
WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 6
(1) The Regional Sewer Lift Station in substantially the form and in the
location shown on Exhibit E (which expressly replaces and/or modifies the Lift Station
Improvements under the Original Development Agreement)
(2) 950 linear feet of 18" Sanitary Sewer Main in Rosamond Parkway
(3) 1,550 linear feet of 18" Sanitary Sewer Main in County Road 425
(4) 5,600 linear feet of 16" Sanitary Sewer Force Main connecting to
the existing City of Anna Sewer Main along State Highway 5
(b) Developers' Obligations.
(1) Starlight's Obligations. Subject to (i) the terms of this Agreement
and all of the payment and reimbursement obligations of the Parties herein, (ii) the City's timely
acquisition of the Approvals, (iii) the City's approval of the CIP Amendment, and (iv) Saginaw
granting all necessary access and construction rights to the Cedar Ridge Estates Property necessary
to construct the Public Improvements, Starlight shall be responsible for funding Starlight's Pro
Rata Share of Construction Costs and to the extent the Total Construction Cost exceeds $3,908,463
the City's Contribution to Construction Costs, and designing, installing, and constructing the
Public Improvements identified in Section 3.3(a)(�ffl substantially as described in Exhibit E.
Starlight shall provide the City and Saginaw with a detailed project account of all costs associated
with the Public Improvements, including receipts, invoices, change orders, and bills paid affidavits
as required for determining the final cost of each Public Improvement component to determine the
Total Construction Costs ("Accounting").
(2) Saginaw's Obligations. Subject to the terms of this Agreement,
Saginaw shall be responsible for funding Saginaw's Pro Rata Share of Construction Costs of the
Public Improvements as described in Exhibit D and granting all easements, rights -of -way, and
access necessary to allow for the design, construction, installation, permanent dedication, and
maintenance of any and all Public Improvements to be located on the Cedar Ridge Estates
Property.
(c) Timing of Public Improvement Obligations. Subject to force majeure and
the terms of this Agreement, Starlight shall commence construction of the Public Improvements
on or before August 1, 2023. For the purposes of this Section, "commence construction of Public
Improvements" shall mean for Starlight to select a contractor, hold a pre -construction meeting
with the City, and engage in construction activities within the Properties, or within the Rosamond
Parkway, County Road 425 corridors. Subject to force majeure and the terms of this Agreement,
Starlight shall complete construction of the Public Improvements in a good and workmanlike
manner on or before August 1, 2024; provided, however, Starlight shall not be responsible for
any delays in the City acquiring the Approvals and/or the CIP Amendment for the Public
Improvements as described below and Starlight's deadlines for commencement and completion
of construction of the Public Improvements shall be extended by the same duration of any failure
of the City to timely acquire any Approvals and/or the CIP Amendment. If on or before August
30, 2023 the City has not obtained the Approvals and the CIP Amendment as required herein,
then this Agreement shall automatically terminate and the Parties shall have no further obligations
hereunder.
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 7
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(d) Ci , 's Obligations.
(1) On or before July 1, 2023, the City, shall acquire all off -site
easements, consents, and rights -of -way, including any approvals from DART, required to
construct the Public Improvements (collectively "Approvals"). If City is delayed in its acquisition
of the Approvals, Starlight's deadlines shall be extended as set forth in Section 3.3(c). The City
may utilize condemnation authority to acquire the necessary easements and right-of-way in
accordance with applicable law. If the City fails to obtain the Approvals by July 1, 2023, then City
shall give written notice to Developers of such failure by July 7, 2023. City shall provide written
notice to Developers within 5 days after City obtains the Approvals.
(2) The City agrees that it will take all required actions to amend the
City's CIP to include all the Public Improvements and the City's Contribution to Construction
Costs ("CIP Amendment") within six (6) months of the Effective Date, including without
limitation the City Council's consideration and final action of the same. Developers shall have no
responsibility for any costs associated with the CIP Amendment.
(3) The City shall pay Saginaw its Impact Fee Reimbursement and
Starlight its Impact Fee Reimbursement on a quarterly basis from Impact Fees collected by the
City through building permits issued within the respective Developer's Development once the City
has accepted the Public Improvements. The Impact Fees collected from the Coyote Meadows
Property (the "Coyote Meadows Impact Fees") shall be placed in a separate and clearly identifiable
interest -bearing Impact Fee Account for the benefit of Starlight (the "Starlight Account'), and the
Impact Fees collected from the Cedar Ridge Estates Property (the "Cedar Ridge Estates Impact
Fees") shall be placed in a separate and clearly identifiable interest -bearing Impact Fee Account
for the benefit of Saginaw (the "Saginaw Account"). The City shall reimburse (i) Starlight by
remitting Starlight's Impact Fee Reimbursement to Starlight from the Starlight Account (the
"Starlight Reimbursement"), and (ii) Saginaw by remitting Saginaw's Impact Fee Reimbursement
to Saginaw from the Saginaw Account (the "Saginaw Reimbursement"). The City shall provide
(X) Starlight the Starlight Reimbursement and (Y) Saginaw the Saginaw Reimbursement.
(4) To the extent the Total Construction Cost exceeds $3,908,463 and
Starlight fronted the City's Contribution to Construction Costs for the Construction Costs of the
Public Improvements including any requirements to serve properties outside of the Development,
the City shall review and approve Starlight's Accounting as it relates to the amount attributed to
the City's Contribution to Construction Costs and reimburse Starlight for the City's Contribution
to Construction Costs paid by Starlight in an amount not to exceed $1,100,000, it being
acknowledged that funding for same shall be from such source or sources as determined by the
City, in its discretion (which may or may not include sanitary sewer impact fees). The payment for
the City's Contribution to Construction Costs shall be paid to Starlight within ten (10) days after
the Public Improvements are completed and accepted by the City.
SECTION 4
PAYEE INFORMATION
4.1 With respect to any and every type of payment/remittance due to be paid at any
time by the City to Starlight or Saginaw after the Effective Date under this Agreement, the name
and delivery address of the payees for such payment shall be:
WASTEWATER IMPACT FEE REIlVOURSEIVIENT AGREEMENT PAGE 8
'Co
Starlight Homes Texas, L.L.C.
Attn: Robb Rigby
1800 Valley View Lane, Ste 100
Farmers Branch, Texas 75234
Saginaw Holdings, L.L.C.
Attn: Landon Darwin
3045 Lackland Road
Fort Wort, Texas 76116
Starlight and Saginaw may change the name of their respective payee and/or respective address
set forth above by delivering written notice to the City designating a new payee for such Party.
SECTION 5
ADDITIONAL OBLIGATIONS AND AGREEMENTS
5.1 Administration of Construction of Public Infrastructure. Subject to the terms of
this Agreement, the Parties agree that Developers will be solely responsible to construct all Public
Infrastructure. All public on -site and off -site infrastructure and all other related improvements
will be considered a public project and the City will own all such Public Infrastructure upon
completion and acceptance.
5.2 Compliance with Development Standards. Developers agree as part of the
consideration for this Agreement that all residential structures, amenities, buildings, and any other
vertical construction within such Developer's Development shall meet or exceed all Development
Standards and City Regulation including without limitation those applicable standards set forth in
the Original Development Agreement. It is expressly understood and the Parties agree that City
Regulations and Development Standards applicable to the Properties and its use and development
include but are not limited to City Code provisions, ordinances, design standards, uniform codes,
and other policies duly adopted by the City including without limitation any such regulations or
requirements that were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter
3000 of the Texas Government Code ("Materials and Methods Regulations"); 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.
5.3 Conflicts. When not in conflict with the terms and conditions of this Agreement,
the development of the Properties shall be subject to all applicable City Regulations, including but
not limited to the City's subdivision regulations and engineering design standards. In the event of
any direct conflict between this Agreement and any other ordinance, rule, regulation, standard,
policy, order, guideline, or other City adopted or City enforced requirement, whether existing on
the Effective Date or hereinafter adopted, including the Original Development Agreement, this
Agreement, including its exhibits, as applicable, shall control.
5.4 Public Infrastructure, Generally. Except as otherwise expressly provided for in
this Agreement or other agreements of public record, Developers shall provide all Public
Infrastructure necessary to serve the Properties, including streets, utilities, drainage, sidewalks,
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 9
trails, street lighting, street signage, and all other required improvements, at no cost to the City
except as expressly provided in this Agreement and as approved by the City Manager. Developers
shall cause the installation of the Public Infrastructure within all applicable time frames in
accordance with the City Regulations unless otherwise established in this Agreement. Developers
shall provide engineering studies, plan/profile sheets, and other construction documents at the time
of platting as required by City Regulations. Such plans shall be approved by the City's Public
Works Department prior to approval of a final plat. Construction of any portion of the Public
Infrastructure shall not be initiated until a pre -construction conference with a City representative
has been held regarding the proposed construction and the City has issued a written notice to
proceed. No final plat may be recorded in the Real Properties Records of Collin County until
construction of all Public Infrastructure shown thereon shall have been constructed, and thereafter
inspected, approved and accepted by the City.
5.5 Maintenance Bonds. For each construction contract for any part of the Public
Infrastructure or component thereof on such Developer's portion of the Property, such Developer
or Developer's contractor, as applicable, must execute a maintenance bond in accordance with
applicable City Regulations that guarantees the costs of any repairs that may become necessary to
any part of the construction work performed in connection with such part or component of the
Public Infrastructure on such Developer's portion of the Property, 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 Infrastructure constructed under such contract.
5.6 Inspections, Acceptance of Public Infrastructure, and Developers' Remedy.
(a) Inspections, Generally. The City shall have the right to reasonably inspect,
as required by City regulations, the construction of all Public Infrastructure necessary to support
the Developments, including water, wastewater/sanitary sewer, drainage, roads, streets, alleys,
park facilities, electrical, and street lights and signs. The City's inspections and/or approvals shall
not release Developers from their respective responsibility to construct, or cause the construction
of, adequate Public Infrastructure on such Developer's portion of the Property in accordance with
approved engineering plans, construction plans, and other approved plans related to the
development of the Properties. Notwithstanding any provision of this Agreement, it shall not be
a breach or violation of this Agreement if the City temporarily withholds City utility services as
to a portion of any Development until the applicable Developer owning or developing such
Development has met its respective obligations to provide for required Public Infrastructure
necessary to serve such portion of its Development according to the approved engineering plans,
City Regulations and Development Standards, and until such Public Infrastructure has been
dedicated to and accepted by the City, which acceptance shall not be unreasonably withheld,
conditioned, or delayed. Notwithstanding the foregoing, the City may not withhold utility services
to any portion of the Development if all necessary public infrastructure has been properly
constructed and accepted by the City for such portion of the development, even if infrastructure
for other portions of the Development have not yet been completed. Notwithstanding anything to
the contrary herein, each Developer shall only be responsible for the construction of Public
Infrastructure for its respective Development and the failure or breach by one Developer in
constructing its applicable portion of Public Infrastructure shall not constitute a failure or breach
by the other Developer hereunder.
WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 10
(b) Ownership. From and after the inspection and acceptance by the City of the
Public Infrastructure and any other dedications required under this Agreement, such
improvements and dedications shall be owned and maintained by the City.
(c) Approval of Plats/Plans. Approval by the City, the City's engineer, or other
City employee or representative, of any plans, designs, or specifications submitted by Developers
pursuant to this Agreement or pursuant to the City Regulations shall not constitute or be deemed
to be a release of the responsibility and liability of Developers or any other responsible party 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 Developers or any other responsible party, it being
the intent of the parties that approval by the City signifies only the City's approval of the general
design concept of the improvements to be constructed.
5.7 Insurance. Each Developer or its general contractor(s)for construction of its
Public Improvements and the Public Infrastructure shall acquire and maintain, during the period
of time when any of the Public Improvements or Public Infrastructure is under construction (and
until the full and final completion of the Public Improvements and/or Public Infrastructure, as
applicable, 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 $1,000,000.00. Each Developer's insurance shall also cover
claims which might arise out of its Public Improvements and/or Public Infrastructure construction
contracts, as applicable, whether by Developers, a contractor, subcontractor, material man, or
otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued
by a carrier which is rated "A- I" 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
and/or Public Infrastructure construction contracts, as applicable, such Developer shall provide or
cause to be provided to the City certificates of insurance evidencing such insurance coverage,
along with the endorsement naming the City as an additional insured. Each such policy shall
provide that, at least thirty (30) days, except ten (10) days for non-payment, prior to the
cancellation of the same, the City shall receive written notice of such cancellation.
5.8 INDEMNIFICATION and HOLD HARMLESS. EACH DEVELOPER,
INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANTS
AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY
AND ITS OFFICERS, OFFICIALS, AGENTS, REPRESENTATIVES, SERVANTS AND
EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST
ALL THIRD -PARTY CLAIMS. SUITS, JUDGMENTS, DAMAGES, AND DEMANDS
(TOGETHER, "CLAIMS") AGAINST THE CITY OR ANY OF THE RELEASED PARTIES,
WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT
FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OF SUCH
DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN
WASTEWATER EMPACT FEE REIMBURSEMENT AGREEMENT PAGE 11
CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC
INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS
THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT; AND IT IS
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. NOTWITHSTANDING
THE FOREGOING, EACH DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO
INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S OWN
NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY
INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF A
DEVELOPER AND THE CITY, SUCH DEVELOPER'S INDEMNITY OBLIGATION WILL
BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO SUCH
DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. EACH DEVELOPER,
INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, 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 PROPERTIES PRIOR TO 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 DEVELOPERS'
REPRESENTATIONS IN THIS AGREEMENT; OR (2) THIS AGREEMENT OR OWNERSHIP
OF THE PROPERTIES. NOTWITHSTANDING THIS PROVISION OR ANY OTHER
PROVISION OF THIS AGREEMENT, STARLIGHT SHALL NOT BE OBLIGATED TO
INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR SAGINAW'S ACTS OR
OMISSIONS, OR THE ACTS OR OMISSIONS OF SAGINAW'S AGENTS, SERVANTS,
CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, OR EMPLOYEES; AND
SAGINAW SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND OR HOLD THE CITY
HARMLESS FOR STARLIGHT'S ACTS OR OMISSIONS, OR THE ACTS OR OMISSIONS
OF STARLIGHT'S AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS,
MATERIAL MEN OR EMPLOYEES. THIS SECTION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
5.9 Status of Parties. At no time shall the City have any control over or charge of
Developers' (or its contractors') design, construction or installation of any of the Public
Infrastructure, nor the means, methods, techniques, sequences or procedures utilized for said
design, construction or installation. This Agreement does not create a joint enterprise or venture
or employment relationship between the City and Developers.
SECTION 6
EVENTS OF DEFAULT; REMEDIES
6.1 Events of Default. No Party shall be in default under this Agreement until notice
of the alleged failure of such Party to perform has been given in writing to all Parties (which notice
shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been
given a reasonable time to cure the alleged failure (such reasonable time to be determined based
on the nature of the alleged failure, but in no event less than thirty (30) days or any longer time
period to the extent expressly stated in this Agreement as relates to a specific failure to perform)
after written notice of the alleged failure has been given except as relates to a type of default for
WASTEWATER IMPACT FEE REMBURSEMENT AGREEMENT PAGE 12
which a different time period is expressly set forth in this Agreement. Notwithstanding the
foregoing, (a) no Party shall be in default under this Agreement if, within the applicable cure
period, the Party to whom the notice was given begins performance and thereafter diligently and
continuously pursues performance until the alleged failure has been cured; and (b) a Party shall be
in default of its obligation to make any payment required under this Agreement if such payment is
not made within twenty (20) Business Days after it is due.
6.2 Remedies. Except as otherwise set forth in this Agreement, as compensation for
another party's default, an aggrieved Party may seek specific performance of the other parry's
obligations under this Agreement. Notwithstanding the foregoing, however, no default under this
Agreement shall: (a) entitle the City to terminate this Agreement or to suspend performance under
this Agreement (except as otherwise expressly set forth in this Agreement); or (b) adversely affect
or impair the current or future obligations of the City to provide water, sewer and other Municipal
Services to the Properties in accordance with applicable law. Notwithstanding the foregoing or
any other provision of this Agreement, the city may withhold City utility services as to any portion
of a Development until all Public Improvements necessary to serve such portion of the
Development is properly constructed according to the approved engineering plans and City
Regulations, and until such Public Improvement has been dedicated to and accepted by the City,
which acceptance shall not be unreasonably withheld, conditioned or delayed.
SECTION 7
ASSIGNMENT: ENCUMBRANCE
7.1 Asiigment. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Parties and signatories hereto. Each Party may freely assign, in
whole or in part, its respective obligations, requirements, or covenants to develop its respective
portion of the Properties under to this Agreement to any affiliate or related entity of Developers,
or any lien holder on the Properties, or to TFCC Coyote LLC, or to an entity that is or will become
a future owner of all or a portion to the Property, without the prior written consent of the City.
Except as otherwise provided in this paragraph, the obligations, requirements or covenants for the
development of the Properties shall not be assigned, in whole or in part, by Developers to a non -
affiliate or non -related entity of Developers without the prior written consent of the City Manager,
which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial
ability to perform. Any reimbursement or receivables due under this Agreement (e.g., the Impact
Fee Reimbursement) may be assigned by the respective Developer due such reimbursement or
receivable without the consent of, but upon written notice to the City pursuant to the terms hereof
(and upon such assignment of reimbursement or receivables, the City will pay the reimbursement
directly to the assignee unless otherwise notified in writing). An assignee who assumes such
forgoing obligations shall be considered a "Party" for the purposes of this Agreement. Each
assignment shall be in writing executed by the respective Developer and its assignee and shall
obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates
to the obligations, rights, title, or interests being assigned. No assignment by a Developer shall
release such Developer from any liability that resulted from an act or omission by such Developer
that occurred prior to the effective date of the assignment unless the City approves the release in
writing. Each Developer shall maintain written records of all assignments made by such Developer
to assignees, including a copy of each executed assignment and, upon written request from any
Party or assignee, shall provide a copy of such records to the requesting person or entity, and this
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 13
obligation shall survive the assigning Parry's sale, assignment, transfer, or other conveyance of
any interest in this Agreement or the Properties.
7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance herewith shall be considered
a "Party" for the purposes of this Agreement.
7.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement
inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall
have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party
beneficiary of this Agreement.
7.4 Notice of Assignment. The following requirements shall apply in the event that
either Starlight or Saginaw sells, assigns, transfers, or otherwise conveys its respective interest in
the Properties or any part thereof and/or any of its respective rights or benefits under this
Agreement: (i) such Party must provide written notice to the other Parties to the extent required
under this section at least fifteen (15) business days after any such sale, assignment, transfer, or
other conveyance; (ii) said notice must describe the extent to which any rights or benefits under
this Agreement were sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state
the name, mailing address, telephone contact information, and, if known, email address, of the
person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer
or other conveyance; and (iv) said notice must be signed by a duly authorized person representing
such Party and a duly authorized representative of the person that acquired any rights or benefits
as a result of the sale, assignment, transfer or other conveyance.
SECTION 8
RECORDATION AND ESTOPPEL CERTIFICATES
8.1 Binding Obligations. This Agreement and all amendments thereto and
assignments hereof shall be recorded in the Real Properties Records of Collin County. This
Agreement binds and constitutes a covenant running with the Properties and, upon the Effective
Date, is binding upon Developers, Coyote Meadows Property Owner and the City, and forms a
part of any other requirements for development within the Properties. This Agreement, when
recorded, shall be binding upon the Coyote Meadows Property Owner, the Parties and their
successors and assigns as permitted by this Agreement and upon the Properties. Notwithstanding
the foregoing, this Agreement shall not bind or encumber any residential lot or residence located
thereon within the Properties that is sold to a third -party homeowner.
8.2 Estoppel Certificates. From time to time, upon written request of a Party or any
future owner or lienholder, and upon the payment to the City of a $100.00 fee plus all reasonable
costs incurred by the City in providing the certificate described in this section, including without
limitation attorney's fees and related costs, the City Manager, or his/her designee will, in his/her
official capacity and to his/her reasonable knowledge and belief, execute a written estoppel
certificate which shall include, but not necessarily be limited to, statements that this Agreement is
in full force and effect without default (or if default exists, identifying any obligations of an Party
or owner under this Agreement that are in default and the nature of the default and curative action
which should be undertaken to cure same), the remaining term of this Agreement and such other
matters reasonably requested by the party to receive the certificate.
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 14
SECTION 9
GENERAL PROVISIONS
9.1 Term. Except with respect to any earlier termination effected under this
Agreement, this Agreement shall terminate upon satisfaction of all obligations by all Parties or the
expiration of twenty-five (25) years after the Effective Date, whichever occurs earlier.
9.2 Recitals. The recitals contained in this Agreement: (a) are true and correct as of
the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this
Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the
intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the
maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the
consideration for entering into this Agreement and, but for the intent of the Parties reflected by the
recitals, would not have entered into this Agreement.
9.3 Notices. Any notice, submittal, payment or instrument required or permitted by
this Agreement to be given or delivered to any party shall be deemed to have been received when
delivered personally or upon the expiration of 72 hours following deposit of the same in any United
States Post Office, registered or certified mail, postage prepaid, addressed as follows:
To the City: City of Anna, Texas
Attn: City Manager
111 N. Powell Parkway
Anna, TX 75409
With a copy to: Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, TX 75034
To Starlight: Starlight Homes Texas, L.L.C.
Attn: Daniel Satsky
1800 Valley View Lane, Ste 100
Farmers Branch, Texas 75234
With a copy to: Starlight Homes Texas, L.L.C.
Attn: Christina Malone & Ruth Mitchell
3820 Mansell Rd., Suite 400
Alpharetta, Georgia 30022
WASTEWATER EVIPACT FEE REEKBURSEMENT AGREEMENT PAGE 15
To Saginaw: Saginaw 106, LTD
Attn: Landon Darwin
3045 Lackland Road
Fort Worth, Texas 76116
With a copy to: Saginaw 106, LTD
Attn: Sarah Powers
3045 Lackland Road
Fort Worth, Texas 76116
Any Party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other Parties.
9.4 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the 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.
9.5 Time. In this Agreement, time is of the essence and compliance with the times
for performance herein is required.
9.6 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. Starlight represents and warrants that this Agreement has been
approved by the appropriate action of Starlight, and that the individual executing this Agreement
on behalf of Starlight has been duly authorized to do so. Saginaw represents and warrants that this
Agreement has been approved by the appropriate action of Saginaw, and that the individual
executing this Agreement on behalf of Saginaw 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.
9.7 Severability. This Agreement shall not be modified or amended except in
writing 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.
9.8 Apulicable 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. 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.
WASTEWATER IMPACT FEE REBIBURSEMENT AGREEMENT PAGE 16
9.9 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.
9.10 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.
9.11 Force Maj eure. Each Party shall use good faith, due diligence and reasonable
care in the performance of its respective obligations under this Agreement, and time shall be of
the essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended equal to the time period the Party was delayed, except that the
obligation of any Party to make any payments required pursuant to this Agreement shall not be
suspended by force majeure. Within three (3) business days after the occurrence of a force
majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to
all the Parties, including a detailed explanation of the force majeure and a description of the action
that will be taken to remedy the force majeure and resume full performance at the earliest possible
feasible time. The term "force majeure" shall include any delay due to any of the following acts
or events: (a) wars, terrorism, civil disturbances, riots, insurrections, civil unrest, vandalism and
sabotage; (b) transportation disasters, whether by sea, rail, air or land; (c) strikes, lockouts, work
stoppage or slowdowns or other labor disputes or material shortages; (d) actions or failures to act
of a governmental authority, including any changes to the plans and specifications required as a
condition to the issuance of any permits or any changes in laws or codes not reasonably foreseeable
on the Effective Date, and any delay in issuance of permits or certificates of occupancy by any
governmental authority having jurisdiction, but excluding delays due to conditions that violate
applicable codes and regulations; (e) adverse weather conditions, including rain of unusual
duration or volume, hurricanes, lightning, tornadoes, earthquakes, floods or acts of God; (f)
epidemics or pandemics or any governmental orders, actions, shut -downs, mandates, restrictions
or quarantines or any quasi -governmental orders, actions, shut -downs, mandates, restrictions or
quarantines resulting from any epidemics or pandemics, and any public health emergencies
whether declared by local, state or federal governmental authorities or agencies; (g) labor shortages
or moratoriums; (h) fire or other material casualty; (i) mechanical failure of equipment; 0) utility
delays or interruptions; (k) any emergency event that threatens imminent harm to property or injury
to persons; (1) any other causes of any kind whatsoever, whether similar to those enumerated or
not which are beyond the control of such Party in the performance of its obligations hereunder;
provided, however, in all cases, only to the extent that the Party claiming force majeure (1) did not
cause such force majeure condition, and (2) throughout the pendency of such force majeure
condition, utilizes commercially reasonable efforts to minimize the impact and delays caused by
such force majeure condition. If a Party is delayed due to force majeure, then such Party shall
provide written notice of the delay and applicable extension of time periods to the other Parties.
WASTEWATER IMPACT FEE REIIVIBURSEMENT AGREEMENT PAGE 17
9.12 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 City and Developers expressly amending the terms of this Agreement. By
entering into this Agreement, the Parties understand and agree that any previous agreements or
understanding between the parties are null and void.
9.13 Consideration. This Agreement is executed by the Parties hereto without
coercion or duress and for substantial consideration, the sufficiency of which is hereby
acknowledged.
9.14 Limited Waiver of Immunity, The Parties are entering into this Agreement in
reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all
claims of sovereign and governmental immunity which it may have (including, but not limited to,
immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is
necessary to enforce specific performance of this Agreement (including all of the remedies
provided under this Agreement) and to give full effect to the intent of the Parties under this
Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any
immunities that the City may have with respect to claims of injury to persons or property, which
claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort
Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to
this Agreement, except for any party that may be construed to be a third -party beneficiary to this
Agreement.
9.15 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter
245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date
and Developers do not hereby waive or release any rights that Developers may now or thereafter
have with respect to any rights under Chapter 245 of the Texas Local Government Code.
9.16 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A Metes and Bounds Description of the Properties
Exhibit B Preliminary Plats for the Properties
Exhibit C Intentionally Deleted
Exhibit D Sanitary Sewer Public Improvements — Opinion of Probable Construction
Cost
Exhibit E Sanitary Sewer Public Improvements — Plans and Specifications
[SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT PAGE 18
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY:
CITY OF ANNA,
a home -rule municipal' in oll' o ty, Texas
By:
Name: Nate Pike
Title: Mayor /yy��
Date: ��� 4 6�
STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on thistAy of 2023,
Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin C ty, Texas.
CARRIEL.LAND �`ai//'l�C�l
' Notary Public, Stete of Texas
Comm. Expires 02-04.2027 'Y `� "'�-"�
Notary ID 11419404 Notary Public, State of Texas
[SEAL]
WASTEWATER RUFACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE 1
STARLIGHT:
STARLIGHT HOMES TEXAS, L.L.C.,
a Texas limited liability company
'Zzz'� n /F
By:
Name: DA of P A S
Title: -P
THE STATE OF TEXAS
COUNTY OF DALLAS
(�� t e �T�b�i instrument was acknowledged before me on the n day of 2023, by
� a \tee ut� , of Starlight Homes Texas, L.L.C., a Texas Limited Liability Comp
i EPh
a io No �zazwooz Notary u lic in and for the State of Texas
WASTEWATER EAPACT FEE REIMBURSEMENT AGREEMENT SIGNATUREPAGE2
SAGINAW:
SAGINAW 106, LTD.,
a Texas limited partnership
By: Windfall Investments, Inc..,
a Texas corporation, its general partner
A
THE STATE OF TEXAS
COUNTY OF COLLIN
This instrument was acknowledged before me on the It day of k� � 2023, by
irA", Pee+ President of Windfall Investments, Inc., general partner to Saginaw 106, LTD, on
behalf of said entity.
""""r, TINA MICHELLE LEWIS
_Notary Public, State of Texas
y 1fi.+P Comm. Expires 06-16-2025 Off(/_t.�Gf\�•
Notary ID 125179689
Notary Public in and for'6ie State of Texas
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATUREPAGE3
ACKNOWLEDGED AND AGREED TO BY
COYOTE MEADOWS PROPERTY OWNER:
TFCC COYOTE LLC,
a Texas limited liability company
By: —
Nam : Seth Greenspan
Title: Vice President
THE STATE OF TEXAS<, Virginia
COUNTY OF DALLAS " Richmond
This instrument was acknowledged before me on the 11th day of April
Seth Greenspan of TFCC Coyote LLC, a Texas Limited Liability Company.
`���+�g11 Np/p L'q�iJ
Kushana J Woods
N REGISTRATION NUMBER
�, �a;c TBBa020
/i�i „c xo� r \�� COMMISSION EXPIRES
��gVq:;pi�np`����� July 31, 2024
Notarized online using audio -video communication
2023, by
Notary Public ii and for the State of Texas <. Virginia
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT SIGNATURE PAGE 1
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THENCE. N SMrar W. ILLsl Ikel to a oobt a Me un0wm2sorest staid 1Cku4 asa;
THENCE. S O V2*r Ve. SM10to 0uw %ou**v=aortae oladed Karady lead sad hl*s In Wd oardr cite oCovy the of Madura Strut
THfXCL s s9'SOYr W,112.SOrart to taw aouftnstt sates d• tied d teed emaeapd to fiaLsM Owlq, W dad taardsd b Ooaaxra
No. 2D174UPOU1t1SZRDead burstsofCasaQum%Teas;,
TKDP-rL N O7't73 W E a dkuras diBLO seam a S^ bra hoo tud loued at tee edr&d" eaten d sdd OewlsV bad and tee roost
setts aeia�east warm ai ohedOand►SrMsk local/ Trsez;
THENCE s 07139s1• W, 24lmeea en s S/L bile koa cod iaatrd a t9e ea�sm taessr adsdd Dssder trset;
THENCE, SOt UnW W, 46715 lid to a SA teab kaa rod hoed at Un lachoaot comet of deal Meg" tras odd b4r to hoed carob
eDtaofrngr Rre dMotulsa StsesL
THtNCE. s sY10US• W, 4DDLtad to • S/L hers Iron cad rwred;
TttENrL N m'W2V L 647.2! East to a SA bteh boa rad fmoek
THENCE S OsVnV W,1S91OEna eo the seat Ten dsdd bbwarth tdueaCamm lead
TtIENCE S OY002r W. 667.71 ha to ors costa t{r"arsry the of !totem" Sass (sal ws alms sltmAd weth
THENCE. S fiy0r2r W, Hodldldd oo o rat"ey Ilse of 14:09toa Surat, pow %i u a ai woe d S90A5 test ter ewferaot ente+sr d
saw OEoraRh Mindoro rat troa (WITO7TL0aR04210) seed mmuan'sadbesbt carose of aaw bbftwt t iaenggaratut tred
(201J01o100fIAP0oVyatd wall lY a edsl daar►nd 7Siti4 het m the baindwofs na►tserpatt carve coteta aft
TOM srsearrd sold sms4wpft teed to On kt1 hwAV a aeatral artta of LT11'I4 , a —,0- of J62-7S fee% o afesd dt 4SWSS• W -
St1m het on ort keyth dSSM fact
MUM S 0113SW W,10L37 Ara to Oe MW Of Of CMUNM s M tees sables Dsa micadrery 4,s11,475 spears loss a 12MM was
dtaad.
TX44T 2
UMO a Dad of Oar shamed h the Gotha E, rhos Sarny. AbIrsa ML 09, MV of Aaos Coua CaasoW. Tosm beta Pon of o tad
(TtMtrio)meteredWho feMLandWoods L*V=lovocaMsUftTAcMbydeedMandel aVoksomWKPep796ddaft ct
with tAe atek}battssd bs3q eeeee pstRatkdr desestrd a fadmh>:
pi603M as e 1/2 bub ca+pad taxi tad boa a tad notew" tatos d Vaaeerd Ads**,$, de WM= b flee C4 or nay C40a
tourry, Ttaa, saatdbg to Rw cup or Cla chased munled M RdAsmaM lie. 200WSi9M0=*ik G&W ft&k Rome& d C&M"
twwr. Tots sad"a aor tatdb rbtd-oLmorr tkr dMoumm Suva Nall le addm t%hl-eAwy) dad be ft few ocrbsaa trader d 0e
eseahr 6acsAd sea d tesb
ftwW Ift An the onah Una of is
a ad saehstisd to MHA7 hAda=L ltd. dasdMeebesdsd ataomad No. b a� Oftw Nrbk hemeda of &uh
cgwf, Teed
TltWM N LS•2ltf W. paahy at a dhtstrea of 77Z-76 he Roo e,xtlwnt feast of a trod of kad corn v4d to Aan l Astenor% W drsd
aaoxd.d b Vdwas IM Pap U06 Deod tscatm of Colto Cou ty. Tress and tam al6y add Abt nwm trod a total dRtsas of
t012.76 Let to er outth of caner of bold AdWwm trod one treed a ter ors el4Az4 4mw tens d E- tbcftetn too pwWdo ahM
TtigtCE tlesrt fait best riRt+rf wy tees d E Hrsiley lee, t9w PobasYrt aaeacs adfFatsurss:
M Mrlr k SSi rM Mat
N L"w3w L 141. meat
N 4L'4?ll' E Li0.E0hst
TltENQ. N 7Trst'3S' E TJS.1tl beef absq salt acted, tegt.d-wee Oe d M:asm Sant;
THt11eCi, N 19•it3Tl: J42.90 ha s'�t ae!! south e�Msl+sy tw edllseaarer SDoS to tee ►0c1PT OE E�iOtteDW wleR tt+arleya lead
cultda o/ Sd61,? saws react 4X7 do" of tared
THE taxi tabjea Dom 1 add 2 c nWaho ti6fs,71Z %¢trot► ran or iS&W sea of land.
WASTEWATER E"ACT FEE REIMBURSEMENT AGREEMENT EXHIBIT A-1
Exhibit A-2
METES AND BOUNDS DESCRIPTION OF THE SAGINAW PROPERTY
METES AND BOUNDS DESCRIPTION
FOR
39.747 ACRES
SITUATED IN THE COUNTY OF COLLIN, STATE OF TEXAS, BEING A PART OF THE J.C. BRANTLEY SURVEY, ABSTRACT NO. 114, AND
BEING ALL OF THE SAME TRACT OF LAND DESCRIBED AS 17.268 ACRES CONVEYED TO TEX PROPERTIES GROUP, LLC, BY DEED
RECORDED IN COLLIN COUNTY NUMBER 20200205000166180, DEED RECORDS, COLLIN COUNTY, TEXAS, AND BEING ALL OF
THE SAME TRACT OF LAND DESCRIBED AS 22-432 ACRES CONVEYED TO TEX PROPERTIES GROUP, I.I.C. BY DEED RECORDED IN
COLLIN COUNTY NUMBER 20181004001244950, DEED RECORDS, COLLIN COUNTY, TEXAS AND BEING MORE PARTICULARLY
DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING, AT A FOUND 5/9' STEEL ROD BEING SOUTHEAST CORNER OF A 5.00 ACRE TRACT OF LAND CONVEYED TO JAMES
ELROD BY DEED RECORDED IN COLLIN COUNTY NUMBER 20181004001244950 DEED RECORDS, COLLIN COUNTY, TEXAS ALSO
BEING THE NORTHEAST CORNER OF SAID 22432 ACRE TRACT ALSO BEING IN A COUNTY ROAD;
THENCE, SOUTH 010 39' 41" WEST LEAVING THE COUNTY ROAD AND CONTINUING ALONG THE WEST LINE OF COUNTY ROAD
NO.425 A DISTANCE OF 1011.50 FEE TO A FOUND 5/9' STEEL ROD;
THENCE, NORTH 890 03' 34" WEST PASSING A FOUND 1/2' STEEL ROD AT 15.00 FEET AND CONTINUING FOR A TOTAL DISTANCE
OF 799.24 FEET TO A FOUND 1 /2' STEEL ROD;
THENCE, NORTH 890 09' 39" WEST A DISTANCE OF 744.06 FEET TO A SET 1/2' STEEL ROD BEING THE SOUTHWEST CORNER OF
SAID 17.268 ACRE TRACT,
THENCE, NORTH Or 5V 02' WEST A DISTANCE OF 733.91 FEET TO A FENCE CORNER POST MARKING AN ANGLE POINT IN THE
WEST LINE OF SAID 17.268 ACRE TRACT;
THENCE, NORTH 350 29' 3T EAST A DISTANCE OF 771.75 FEET TO A SET 1/2' STEEL ROD IN THE SOUTH LINE OF COUNTY ROAD
NO.427,
THENCE ALONG THE SOUTH LINE OF COUNTY ROAD NO.427 THE FOLLOWING CALLS AND DISTANCES:
SOUTH 580 38' W' EAST A DISTANCE OF 104.82 FEET TO A FOUND 5/8" STEEL ROD,
SOUTH Or 49 55' EAST A DISTANCE OF 117.60 FEET TO A SET 1 /2' STEEL ROD.
SOUTH 620 49' 57' EAST A DISTANCE OF 53.82 FEET TO A SET 1 /2' STEEL ROD;
SOUTH 6r 56 52' EAST A DISTANCE OF 499.23 FEET TO A FOUND 5/8" STEEL ROD:
SOUTH 760 59' 5U' EAST A DISTANCE OF 121.20 FEET TO A FOUND 5/8" STEE. ROD;
NORTH 870 21' 37' EAST A DISTANCE OF 360.19 FEET TO THE POINT OF BEGINNING AND CONTAINING 39.747 ACRES OF
LAND.
WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBIT A-2
Exhibit B-1
PRELEMNARY PLAT OF COYOTE MEADOWS
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Exhibit C
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ExMIT C-1
Exhibit D
SANITARY SEWER IMPROVEMENTS - OPINION OF PROBABLE CONSTRUCTION
COST
Coyom Creek UR Sbdon System
ENGINEER'S OPINION OF PROBABLE CONSTRUCTION COST
Ilam Name Dyy
I UniU
Unb Rke
Tahl Pak.
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LS
$ 150p00
$ 250p00
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$ 25
$ 9ISDO
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$ 2500p0
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$ 15000D
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WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT EXHIBITD-1
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Exhibit E
SANITARY SEWER IMPROVEMENTS -- PLANS
WASTEWATER H"ACT FEE REIlVIBURSEMENT AGREEMENT EXHIBIT E-1
Exhibit E
SANITARY SEWER IMPROVEMENTS - PLANS
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CITY OF ANNA, TEXAS
RESOLUTION NO. 26;L3-0/4- 14-I'1S
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE MAYOR TO
EXECUTE A WASTEWATER IMPACT FEE REIMBURSEMENT AGREEMENT WITH
STARLIGHT HOMES, L.L.C., AND SAGINAW 106, LTD., FOR THE CONSTRUCTION
OF PUBLIC SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE
CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. are seeking to develop
property near the southeast corner of State Highway 5 and Farm to Market Road 455;
and,
WHEREAS, a regional sanitary sewer lift station is shown in the Wastewater Master Plan
for the City of Anna, Texas to replace the existing sanitary sewer lift station in the
Sweetwater Crossing Subdivision; and,
WHEREAS, the proposed regional lift station will be constructed within the Saginaw 106,
Ltd. property and constructed with the collective development of the Coyote Meadows
and Cedar Ridge Estates developments, and will serve the larger area, including existing
neighborhoods and future development; and,
WHEREAS, the City has identified the regional wastewater lift station as a critical
infrastructure project for the City; and,
WHEREAS, Starlight Homes, L.L.C., and Saginaw 106, Ltd. collectively agree to provide
the design and construction of the identified sanitary sewer improvements in accordance
with the City of Anna design standards and regulations, subject to Impact Fee
reimbursement from the City of Anna; and,
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Article 1. Recitals Incorporated
The recitals above are incorporated herein as if set forth in full for all purposes.
Article 11. Authorization of Payment and Funding.
Article III. That the City Council of the City of Anna hereby authorizes the City
Manager to execute the Wastewater Impact Fee Reimbursement Agreement in a form
approved by the City Attorney.
That funding for the project shall come from Wastewater Impact Fees.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 11+ti
day of April 2023.
ATTEST:
( a 4� l/) .
City Secretary, Carrie Land
Collin County
Honorable Stacey Kemp
Collin County Clerk
*VG-6-2023-2023000054593*
Instrument Number: 2023000054593
Real Property
AGREEMENT
Recorded On: May 18, 2023 09:30 AM Number of Pages: 37
" Examined and Charged as Follows: "
Total Recording: $166.00
*********** 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:
Recorded Date/Time:
User:
Station:
2023000054593
20230518000154
May 18, 2023 09:30 AM
Jennifer W
Station 3
Record and Return To:
CITY OF ANNA
ifltPtrii�.b91
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
�I •