HomeMy WebLinkAboutRes 2023-06-1462 Skorburg Anna Ranch Subdivision Improvement AgreementCITY OF ANNA, TEXAS
RESOLUTION NO, 20a 3 — 4 tP - / 44Co:Z
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A SUBDIVISION IMPROVEMENT AGREEMENT WITH
SKORBURG LOT DEVELOPMENT, LLC, FOR THE SKORBURG ANNA RANCH
DEVELOPMENT IN A FORM APPROVED BY THE CITY ATTORNEY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Skorburg Lot Development, LLC, is seeking to develop approximately
170.392 acres of land within the City Limits of the City of Anna, Texas; and,
WHEREAS, Skorburg Lot Development, LLC and the City of Anna, Texas have mutually
agreed to development standards for Skorburg Anna Ranch, including design
specifications and construction standards to be applied to the construction of all structures
and other improvements within Skorburg Anna Ranch; and,
WHEREAS, development of the property requires the construction of capital improvement
facilities, including public roadway, water, and sanitary sewer improvements to serve
Skorburg Anna Ranch and other areas in the vicinity of Skorburg Anna Ranch; and,
WHEREAS, the required public improvements are considered critical infrastructure
projects for the City; and,
WHEREAS, Skorburg Lot Development, LLC agrees to provide the design and
construction of the critical infrastructure improvements for the project, subject to Impact
Fee reimbursement from the City of Anna for improvements deemed eligible for
reimbursement; and,
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization of Payment and Funding.
That the City Council of the City of Anna hereby authorizes the City Manager to execute
the Subdivision Improvement Agreement in a form approved by the City Attorney.
That funding for the City reimbursement of approved CIP facilities shall come from
Impact Fees collected from the development of Skorburg Anna Ranch, unless otherwise
noted within the Subdivision Improvement Agreement attached hereto as Exhibit A.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this o2�
day of June 2023.
ATTEST:
✓1l, �, , e . ��/) (tom_
City Secretary, Carrie Land
APPRV
Mayor, Nate Pike
(see subdivision Improvement Agreement)
2023 - 2023000078222 07/1212023 11.30 AM Page 1 of 45
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT
AGREEMENT
This Restated Skorburg Anna Ranch Subdivision Improvement Agreement (this
"Agreement") is entered into by and between the CITY OF ANNA, a home -rule municipality in
Collin County, Texas (the "City"), and SKORBURG LOT DEVELOPMENT, LLC, a Texas
limited liability company ("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, Developer and the City are sometimes collectively referenced in this
Agreement as (the "Parties,") or each individually as ("Party"); and
WHEREAS, this Agreement entirely supersedes and replaces that certain Skorburg nna
Ranch Subdivision Improvement Agreement previously adopted by the City Council the ay
of 2023 (the "Previous SIA"); and Td
WHEREAS, Developer intends to develop that certain approximately 170.392 acres of
real property located in the City, more particularly described by metes and bounds in Exhibit A
attached hereto and incorporated herein for all purposes (the "Pro a "); and
WHEREAS, Developer desires to proceed with residential development of the Property
to be known as Skorburg Anna Ranch (or as it may be subsequently renamed), as generally
described and/or generally illustrated on the concept plan shown in Exhibit B (the "Concept
Plan"); and
WHEREAS, the Parties intend that the Property be developed in accordance with the
Development Standards agreed to under this Agreement; and
WHEREAS, Developer desires and intends to design, construct and install and/or make
financial contributions to certain Public Improvements to serve the Development; and
WHEREAS, the Parties intend for the design, construction, and installation of certain
Public Improvements to be completed by or on behalf of Developer and dedicated to the City for
use and maintenance, subject to approval of the plans and inspection and acceptance of such Public
Improvements in accordance with this Agreement and the City Regulations; and
WHEREAS, Developer shall be solely responsible for the funding and construction of all
of the Public Improvements required to serve the Property except as expressly set forth in this
Agreement; and
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 1
2023 - 2023000078222 07/1212023 11.30 AM Page 2 of 45
WHEREAS, the Public Improvements include public water, sanitary sewer, and roadway
improvements that will serve the Property and other areas not owned by Developer; and
WHEREAS, subject to the terms and conditions of this Agreement, Developer is willing
to construct certain Public Improvements, including certain improvements that provide for
capacity in excess of what is necessary to serve the Property; and
WHEREAS, Developer has estimated that the costs necessary to complete the CIP
Facilities are as set forth in the amounts shown in the Opinion of Probable Cost in Exhibit C and
that said total cost is approximately $8,234,222.28; and
WHEREAS, subject to the terms and conditions of this Agreement, Developer shall be
obligated to complete and construct certain CIP Facilities in the locations generally depicted in
Exhibit D and in accordance with the City Regulations, this Agreement, and other required
approvals; and
WHEREAS, subject to the terms and conditions of this Agreement, the City agrees to
complete, fund, and construct the Phase 2 Sanitary Sewer Improvements (which are a portion of
the CIP Facilities) unless Developer elects to construct such CIP Facilities in its discretion, in
accordance with the terms and conditions of this Agreement; and
WHEREAS, the City desires to share in the cost of the CIP Facilities constructed by or on
behalf of Developer up to a maximum not -to -exceed amount of $8,234,222.28, representing the
approximate amount of Construction Costs for the CIP Facilities; and
WHEREAS, Developer understands and acknowledges that the obligations undertaken
under this Agreement are primarily for the benefit of the Property; and
WHEREAS, Developer understands and acknowledges that the Public Improvements to
be constructed by Developer and dedicated to the City under this Agreement will benefit the
Development by positively contributing to the enhanced nature of the Development, increasing
property values within the Property, and encouraging investment and ultimate development of the
Property; and
WHEREAS, Developer understands and acknowledges that its acceptance of this
Agreement is not an exaction or a concession demanded by the City; rather, it is an undertaking of
Developer's voluntary design to ensure consistency, quality, and adequate public improvements
that will benefit the Development and the Property, including without limitation Developer's
agreement to adhere to the Development Standards; and
WHEREAS, the City and Developer understand and acknowledge that the construction of
any Public Improvements by or on behalf of Developer 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
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 2
2023 - 2023000078222 07/1212023 11.30 AM Page 3 of 45
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, nothing contained in this Agreement shall be construed as creating a
contractual obligation that controls, waives, or supplants the City Council's legislative discretion
or functions; and
WHEREAS, unless expressly set forth to the contrary in this Agreement, the Parties intend
this Agreement to supersede City Regulations only to the extent that City Regulations 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:
Agreement means this Restated Skorburg Anna Ranch Subdivision Improvement
Agreement.
CIP Facility(ies) means the CIP Water Improvements, the CIP Roadway Improvements,
the Phase 1 Sanitary Sewer Improvements, and the Phase 2 Sanitary Sewer Improvements.
CIP Roadway Improvements has the meaning ascribed to that term in Section 3.3(b).
CIP Water Improvements has the meaning ascribed to that term in Section 3.3(a)(1).
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 and other development fees), design standards (including without
limitation pavement thickness), Development Standards, 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
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 3
2023 - 2023000078222 07/1212023 11.30 AM Page 4 of 45
those that the City has duly adopted at the time of the filing of an application for a preliminary plat
for that phase unless Commencement of Construction of said phase has not begun 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 of Commencement of Construction.
Commence Construction or Commencement of Construction means all of the following
have occurred: (1) all necessary permits to begin the construction of the applicable improvements
(or portion thereof) have been issued by all the applicable governmental authorities, (2) issuance
of a notice to proceed with construction to the applicable construction contractor, and (3)
commencement and diligent pursuit of mobilization and construction by the construction
contractor on the applicable construction site.
Complete Construction or Completion of Construction means that the City has inspected
and accepted the respective Public Improvements, or portion thereof, which acceptance shall not
be unreasonably withheld or delayed.
Concept Plan has the meaning ascribed to that term in the Recitals.
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, design, surveying, permitting, construction, inspection, materials, supplies, labor,
testing, financing, off -site, third -party property/easement acquisitions, and all costs related in any
manner to such infrastructure improvements; however, the cost of off -site, third -party
property/easement acquisitions obtained by the City, if any, shall be limited to the fair -market
value of any property/easement acquired, plus any damages to the remainder, all as determined by
a licensed appraiser mutually agreed upon by the Parties, and eminent domain fees. For the
avoidance of doubt, Construction Costs shall include, but not be limited to, all items contemplated
on Exhibit C for the CIP Facilities.
Developer means Skorburg Lot Development, LLC, its successors and assigns, which is
the entity(ies) that intend to develop or cause the development of the Property in accordance with
this Agreement.
Development means residential development on the Property consisting of approximately
515 single-family dwelling units and approximately 880 multifamily dwelling units.
Development Standards mean the design specifications and construction standards
permitted or imposed under the City Regulations and, as relates to construction of structures and
other improvements, those standards set forth and attached hereto as Exhibit E.
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.
Force Majeure means and includes events or circumstances that are not within the
reasonable control of the Party whose performance is suspended, including without limitation 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 slowdown or other labor disputes or material
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 4
2023 - 2023000078222 07/1212023 11.30 AM Page 5 of 45
shortages; (d) actions or failures to act of a governmental authority, including any changes to the
plans and specifications required as a condition to 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.
Impact Fees means those roadway impact fees, water impact fees, and wastewater impact
fees assessed and charged against the Property in accordance with Chapter 395 of the Texas Local
Government Code and as defined therein, including without limitation those impact fees paid by
or on behalf of any owner, builder or contractor.
Impact Fee Accounts means the interest -bearing deposit accounts maintained by the City
pursuant to Section 395.024, Texas Local Government Code, as amended.
Impact Fee Reimbursement means direct payments from the Impact Fee Accounts to
reimburse Construction Costs for CIP Facilities.
Multifamily means the portion of the Development located south of proposed E.
Foster Crossing Road as shown on Exhibit B (Concept Plan) attached hereto.
Notice means any notice required or contemplated by this Agreement (or otherwise given
in connection with this Agreement).
Phase I Roadway Improvements means the roadway infrastructure facilities identified as
such in Section 3.3(a).
Phase 2 Roadway Improvements means the roadway infrastructure facilities identified as
such in Section 3.3(a).
Phase 1 Sanitary Sewer Improvements means the sanitary sewer infrastructure facilities
identified as such in Section 3.3(a).
Phase 2 Sanitary Sewer Improvements means the sanitary sewer infrastructure facilities
identified as such in Section 3.3(a).
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 5
2023 - 2023000078222 07/1212023 11.30 AM Page 6 of 45
Public Improvements mean the CIP Facilities and all other improvements that will be
dedicated to and maintained by the City and all other on- and off -site public water, sewer, drainage,
and roadway facilities, along with other public improvements, such as dedicated landscaping and
screening, to be constructed by Developer.
Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway,
park and trail, and other infrastructure necessary to serve the full development of the Property
and/or to be constructed and dedicated to the City under this Agreement or otherwise incident to
the Development. The term includes Public Improvements.
Real Property Records of Collin County means the official land recordings of the Collin
County Clerk's Office.
Single Family Tract means the portion of the Development located north of proposed E.
Foster Crossing Road as shown on Exhibit B (Concept Plan) attached hereto.
Zoning Change means an ordinance rezoning the Property in accordance with the
Developer's zoning proposal to rezone 170 acres out of a larger 737.3 acre planned development
(which larger planned development was originally approved pursuant to Ord. No 323-2007) to
include a mixture of single-family dwelling, detached and multiple -family residence uses in
accordance with Exhibit B (Concept Plan) attached hereto and with the plan and conditions as
specifically presented by Developer to the City Council at a duly noticed public meeting on June
27, 2023.
SECTION 3
PUBLIC IMPROVEMENTS
3.1 Construction, Ownership, and Transfer of Public Improvements.
(a) Contract Specifications. Developer's engineers shall prepare, or cause the
preparation of, and provide the City with, contract specifications and necessary related documents
for any Public Improvements to be constructed by or on behalf of Developer.
(b) Construction Standards, Inspections and Fees. Except as otherwise
expressly set forth in this Agreement (e.g., if the Phase 2 Sanitary Sewer Improvements are
constructed by the City as contemplated herein rather than by Developer), 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 or on behalf of Developer, 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 any of the Public Improvements by or on behalf of Developer are legally exempt
from competitive bidding requirements. Developer's engineers 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
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 6
2023 - 2023000078222 07/1212023 11.30 AM Page 7 of 45
of work, for the construction of any portion of the Public Improvements that will be constructed
by or on behalf of Developer that have not been awarded.
(d) Ownership and Acceptance. Upon completion of any of the Public
Improvements constructed by or on behalf of Developer, or portion thereof, the City will accept
such Public Improvements after inspection and approval of same by the City. For the avoidance
of doubt, the Public Improvements may be completed and accepted in phases, in Developer's
discretion. All of the Public Improvements and Public Infrastructure shall be owned by the City
upon acceptance thereof by the City. 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 any of the Public Improvements and Public Infrastructure constructed by or on
behalf of Developer to the City.
3.2 Operation and Maintenance.
(a) Upon inspection, approval, and acceptance of any of the Public
Improvements or any portion thereof constructed by or on behalf of Developer, the City shall
maintain and operate the accepted Public Infrastructure and provide retail water and sewer service
to the Property. For the avoidance of doubt, this shall include that upon the inspection, approval,
and acceptance of public roadway improvements or any portion thereof, including the CIP
Roadway Improvements, the City shall maintain and operate such public roadways and related
drainage improvements.
(b) Within the Development, a homeowner's 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 Property that are owned by Developer, its successors or assigns, or the
HOA, its successors or assigns, and not maintained or operated by the City.
3.3 CIP Facilities
(a) The CIP Facilities include:
1. Minimum 12" water main in the East Foster Crossing right-of-way between
CR 418 and the frontage of the Property, in the location generally shown on Exhibit D
("CIP Water Improvements").
2. Minimum 48-foot wide roadway section of East Foster Crossing, which
improvements include all necessary items relating to the construction of such section of
East Foster Crossing Road shown on the final engineering plans prepared by or on behalf
of Developer, including clearing and earth work, all necessary erosion control, pavement,
paving demolition, sidewalks, drainage, engineering and testing, any necessary franchise
utility relocation, and a ten (10)-foot wide concrete hike and bike trail on the north side of
East Foster Crossing beginning at the eastern property boundary of the Single Family Tract
and extending to the western property boundary to connect to the proposed future ten (10)-
foot hike and bike trail, all such improvements in the location generally shown on Exhibit
D (the "Phase I Roadway Improvements").
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 7
2023 - 2023000078222 07/1212023 11.30 AM Page 8 of 45
3. Minimum 24-foot wide roadway section of CR 418 along the entire
north/south frontage on the western boundary of the Multifamily Tract, which
improvements include all necessary items relating to the construction of CR 418 shown on
the final engineering plans prepared by or on behalf of Developer, including clearing and
earthwork, all necessary erosion control, pavement, paving demolition, sidewalks,
drainage, engineering and testing, and any necessary franchise utility relocation, in the
location generally shown on Exhibit D (the "Phase 2 Roadway Improvements").
4. Lift station located generally north of Foster Crossing and a minimum 6-
inch sewer force main (including manholes and appurtenances related thereto) beginning
at the lift station to be constructed and extending west within the East Foster Crossing right-
of-way to connect to an existing sewer manhole at Clements Creek sewer interceptor in the
location generally shown on Exhibit D (the "Phase I Sanitary Sewer Improvements"). At
Developer's election, in its discretion, if the City has not completed the Phase 2 Sanitary
Sewer Improvements by the time Developer desires to proceed with development of the
Multifamily Tract (or portion thereof), then Developer may (and the City shall allow
Developer to) construct any improvements necessary to connect the Multifamily Tract to
the Clements Creek sewer interceptor via the Phase 1 Sewer Improvements until such time
as the Phase 2 Sanitary Sewer Improvements are complete and any such additional
improvements shall be subject to reimbursement on the same terms as the Phase 2 Sanitary
Sewer Improvements.
5. Minimum 6-inch sewer force main (including manholes and appurtenances related
thereto) extending south from the southwest corner of the Single Family Tract to a
minimum 12-inch gravity line that shall begin on the southwest corner of the Multifamily
Tract and extending south connecting to the existing City of Melissa Stiff Creek sanitary
sewer main in the location generally shown on Exhibit D, including a metering station and
SCADA equipment satisfying all City and North Texas Municipal Water District
requirements (the "Phase 2 Sanitary Sewer Improvements"). For the avoidance of doubt,
completion of the Phase 2 Sanitary Sewer Improvements shall not be a condition to
issuance of building permits or certificates of occupancy for all or any phase of the
Development.
(b) Developer's Obligations Regarding the CIP Water Improvements, Phase I
Sanitary Sewer Improvements and CIP Roadway Improvements and Developer's Option to
Construct the Phase 2 Sanitary Sewer Improvements:
(1) Developer is responsible for the funding, design, installation, and
construction of the CIP Water Improvements identified in Section 3.3(a)(1). Developer is
responsible for the funding, design, installation, and construction of the Phase 1 Sanitary Sewer
Improvements identified in Section 3.3(a)(4). Developer may elect to fund, design, install, and
construct the Phase 2 Sanitary Sewer Improvements identified in Section 3.3(a)(5) as further
described in this Agreement. Developer shall provide the City with a detailed project account of
all Construction Costs associated with any such projects constructed by or on behalf of Developer,
including receipts, invoices, change orders, and bills paid affidavits as required for determining
the final cost of each CIP Facility constructed by or on behalf of Developer.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 8
2023 - 2023000078222 07/1212023 11.30 AM Page 9 of 45
(2) Developer is responsible for the installation and construction of the
Phase 1 Roadway Improvements identified in Section 3.3(a)(2) and the Phase 2 Roadway
Improvements Section 3.3(a)(3), (collectively, the "CIP Roadwa�provements"). Developer
shall provide the City with a detailed project account of all Construction Costs associated with
these projects, including receipts, invoices, change orders, and bills paid affidavits as required for
determining the final cost of each CIP Facility.
(3) Notwithstanding any provision in this Agreement to the contrary,
Developer has no obligation hereunder to construct all or any portion of the Development, the
Public Improvements, or any other improvements to the Property; however, the construction of
the CIP Water Improvements, CIP Roadway Improvements, and Phase 1 Sanitary Sewer
Improvements, respectively, is a condition precedent to receipt of the Reimbursement (defined in
Section 3.3(h)) for each such improvements.
(c) Timing, of the CIP Water Improvements. Developer shall design and
Commence Construction or cause Commencement of Construction of the CIP Water
Improvements on or before the 360th day after the City's approval of the civil construction plans
for the CIP Water Improvements and the issuance of permits required for construction of said
improvements. Developer shall cause construction of the CIP Water Improvements to occur in a
good and workmanlike manner and shall cause Completion of Construction of such
improvements to occur on or before the 360th day after Commencement of Construction;
provided, however, Developer shall not be responsible for any delays in the City acquiring the
easements and right-of-way for the CIP Water Improvements as described below and Developer's
deadlines for Commencement of Construction and Completion of Construction shall be extended
by the same duration of any failure of the City to timely acquire applicable easements and rights -
of -way.
(d) Timing of the Phase I Roadway Improvements. Developer shall
Commence Construction or cause Commencement of Construction of the Phase I Roadway
Improvements on or before the 360th day after the City's approval of the civil construction plans
for the Phase I Roadway Improvements and the issuance of permits required for construction of
said improvements. Developer shall cause construction of the Phase I Roadway Improvements
to occur in a good and workmanlike manner and shall cause Completion of Construction of such
improvements to occur on or before the 360th day after Commencement of Construction;
provided, however, Developer shall not be responsible for any delays in the City acquiring the
easements and right-of-way for the Phase 1 Roadway Improvements as described below and
Developer's deadlines for Commencement of Construction and Completion of Construction shall
be extended by the same duration of any failure of the City to timely acquire applicable easements
and rights -of -way.
(e) Timing of the Phase 2 Roadway Improvements. Developer shall design and
Commence Construction of the Phase 2 Roadway Improvements on or before the 360th day after
the City's approval of the civil construction plans for the Phase 2 Roadway Improvements and
the issuance of permits required for construction of said improvements. Developer shall cause
construction of the Phase 2 Roadway Improvements to occur in a good and workmanlike manner
and shall cause Completion of Construction of such improvements to occur on or before the 360th
day after Commencement of Construction; provided, however, Developer shall not be responsible
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9
2023 - 2023000078222 07/12/2023 11:30 AM Page 10 of 45
for any delays in the City acquiring the easements and right-of-way for the Phase 2 Roadway
Improvements as described below and Developer's deadlines for Commencement of Construction
and Completion of Construction shall be extended by the same duration of any failure of the City
to timely acquire applicable easements and rights -of -way.
(f) Timing of the Phase 1 Sanitary Sewer Improvements. Developer shall
Commence Construction of the Phase 1 Sanitary Sewer Improvements on or before the 360th day
after the City's approval of the civil construction plans for the Phase 1 Sanitary Sewer
Improvements and the issuance of permits required for construction of said improvements.
Developer shall cause construction of the Phase 1 Sanitary Sewer Improvements to occur in a
good and workmanlike manner and shall cause Completion of Construction of such
improvements to occur on or before the 360th day after Commencement of Construction;
provided, however, Developer shall not be responsible for any delays in the City acquiring the
easements and right-of-way for the Phase 1 Sanitary Sewer Improvements as described below
and Developer's deadlines for Commencement of Construction and Completion of Construction
shall be extended by the same duration of any failure of the City to timely acquire applicable
easements and rights -of -way.
(g) Timing of the Phase 2 Sanitary Sewer Improvements.
(1) If Commencement of Construction of the Multifamily Tract occurs
prior to execution of the proposed interlocal sewer agreement between the City and the City of
Melissa (the "Interlocal Agreement") and/or prior to completion of the Phase 2 Sanitary Sewer
Improvements, the Multifamily Tract shall be permitted to connect to/sewer to the Clements Creek
interceptor as shown on Exhibit D until such time as the Phase 2 Sanitary Sewer Improvements
are completed and improvements are constructed to connect the Multifamily Tract to the Phase 2
Sanitary Sewer Improvements, in Developer's discretion.
(2) Unless the Developer elects to construct the Phase 2 Sanitary Sewer
Improvements pursuant to Section 3.3(g)(3) herein, the City shall construct the Phase 2 Sanitary
Sewer Improvements.
(3) If the City cannot or has not Commenced Construction of the Phase
2 Sanitary Sewer Improvements at the time Developer desires to move forward with development
of the Multifamily Tract, then Developer may elect, in its discretion, to construct the Phase 2
Sanitary Sewer Improvements upon written Notice to the City in which case the City will fully
reimburse Developer for construction of the Phase 2 Sanitary Sewer Improvements.
(h) City's Obligations.
(1) The City shall be responsible for the acquisition of any easements
and other property acquisitions necessary for the CIP Facilities (the size and extent of each such
easement or other property interest to be approved by the City) to serve the Property. If Developer
is not able to reasonably acquire all off -site easements and right-of-way required for any of the
CIP Facilities, the City may utilize condemnation authority to acquire the necessary easements and
right-of-way in accordance with applicable law. In the event Developer acquires off -site
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 10
2023 - 2023000078222 07/12/2023 11:30 AM Page 11 of 45
easements, City shall reimburse Developer for the costs of acquisition including survey, legal, and
engineering costs.
(2) Subject to Section 3.3(g) of this Agreement, the City shall design
and construct the Phase 2 Sanitary Sewer Improvements. Developer may elect, at its sole option,
by delivering written Notice to the City, to construct the Phase 2 Sanitary Sewer Improvements as
contemplated pursuant to Section 3.3(Q).
(3) The City shall reimburse Developer for all actual Construction Costs
for the construction of any and all CIP Facilities constructed by or on behalf of Developer (the
"Reimbursement"). The City intends to provide such Reimbursement to Developer by paying to
Developer all Impact Fees it actually collects from the Property and adjacent properties that tie
into or use the CIP Facilities; however, the Parties acknowledge that funding for same shall be
from such source or sources as determined by the City, in its discretion (but in accordance with
applicable law), including but not limited to Impact Fee Accounts. The City shall review the
project accounting submitted by Developer prior to initiating reimbursements. Payments shall be
made every three (3) months starting on three (3) months following the first deposit into the Impact
Fee Accounts. The City shall reimburse Developer in the amount equal to actual Construction
Costs for the CIP Facilities expended by or on behalf of Developer.
(4) Amendment to CIP. The City agrees that it will take all required
actions to amend the City's Capital Improvements Plan to include the Phase 1 Sanitary Sewer
Improvements and Phase 2 Sanitary Sewer Improvements (to the extent not already a part of the
City's Capital Improvements Plan) ("CIP Amendment") within six months of the Effective Date,
including without limitation the City Council's consideration and final action of the same.
Developer shall have no responsibility for any costs associated with the CIP Amendment. In the
event that the City's Capital Improvements Plan is not amended within six (6) months of the
Effective Date as contemplated herein, the City will reimburse Developer for its Construction
Costs for the Phase 1 Sanitary Sewer Improvements and Phase 2 Sanitary Sewer Improvements (if
Developer elects to construct the Phase 2 Sanitary Sewer Improvements in accordance with
Section 3.3(g)), as applicable, from another source of City funds (other than the Impact Fee
Accounts).
3.4 Water Facilities.
(a) Developer's General Obligations. Except as otherwise provided herein,
Developer is solely responsible for funding, design, installation, and construction of all water
improvements necessary to serve the Property. The design of water improvements shall be
approved by the City in advance of the construction of same. The locations of said easements or
other property interests shall be approved by the City's Public Works Department as part of the
plan review process.
(b) Timing of General Obligations. Except as otherwise provided herein,
Developer shall complete in a good and workmanlike manner all water facility improvements
necessary to serve each phase of the Development prior to the recordation of the final plat
covering such phase.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 11
2023 - 2023000078222 07/12/2023 11:30 AM Page 12 of 45
3.5 Wastewater/Sanitary Sewer Facilities.
(a) Developer's General Obligations. Except as otherwise provided herein,
Developer is solely responsible for the funding, design, installation, and construction of all
wastewater/sanitary sewer improvements necessary to serve the Property. The design of all
wastewater/sanitary sewer improvements shall be approved by the City in advance of the
construction of same. The locations of said easements or other property interests shall be approved
by the City's Public Works Department as part of the plan review process.
(b) Timing of General Obligations. Except as otherwise provided herein,
Developer shall Complete Construction in a good and workmanlike manner all
wastewater/sanitary sewer improvements necessary to serve each phase of the Development prior
to the recordation of the final plat covering such phase.
3.6 Water and Wastewater/Sanitary Sewer Retail Service.
(a) Subject to the terms of this Agreement, the City represents and confirms
that it currently has and reasonably expects to continue to have the capacity to provide to the
Property continuous and adequate retail water and wastewater/sanitary sewer service at times and
in amounts sufficient to meet the service demands of the Development and the Property as the
Property is developed.
(b) Upon acceptance by the City of the water and wastewater/sanitary sewer
facilities described herein, the City shall operate or cause to be operated said water and
wastewater/sanitary sewer facilities serving the Development and the Property and use them to
provide service to all customers within the Development and the Property and as otherwise
required by State law as the holder of the certificate of convenience and necessity covering the
Property. Upon acceptance by the City, the City shall at all times maintain said water and
wastewater/sanitary sewer facilities, or cause the same to be maintained, in good condition and
working order in compliance with all applicable laws and ordinances and all applicable
regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction
over same.
3.7 Roadway Facilities and Related Improvements.
(a) Developer's General Obligations. Except as otherwise provided herein,
Developer is solely responsible for the funding, design, installation, and construction of all
roadway facilities required to serve the Development. The design of all roadway improvements
shall be approved by the City in advance of the construction of same. The locations of said
easements or other property interests shall be approved by the City's Public Works Department
as part of the plan review process.
(b) Timing of General Obligations. Except as otherwise provided herein, prior
to the recordation of any final plat for any phase of the Development, Developer shall Complete
Construction, in a good and workmanlike manner, of all roadway facilities and related
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 12
2023 - 2023000078222 07/12/2023 11:30 AM Page 13 of 45
improvements necessary to serve such phase in accordance with construction plans approved by
the City.
(c) Drainage/Detention Infrastructure. Except as otherwise provided herein,
Developer is solely responsible for designing, installing, and constructing the drainage/detention
infrastructure that will serve the Property and the cost thereof. Prior to the recordation of the final
plat for any phase of Development, Developer shall Complete Construction in a good and
workmanlike manner of the drainage/detention improvements necessary to serve such phase.
Upon inspection, approval and acceptance, the City shall maintain and operate the public drainage
and roadway improvements for the Property.
3.8 Park Dedication and Park Development.
The Parties agree to enter into an agreement on mutually agreeable terms setting forth park
dedication requirements and reimbursements from the City to Developer for certain park
development improvements.
SECTION 4
PAYEE INFORMATION
With respect to any and every type of payment/remittance due to be paid at any time by
the City to Developer after the Effective Date under this Agreement, the name and delivery address
of the payee for such payment shall be:
Skorburg Lot Development, LLC
Attn: Adam Buczek and Adam Shiffer
8214 Westchester, Suite 900
Dallas, TX 75225
abuczek a skorburgcompany.com
ash i ffer@skorburg-company.com
Developer may change the name of the payee and/or address set forth above by delivering written
Notice to the City designating a new payee.
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 Developer will be solely responsible to construct all Public
Infrastructure (except the Phase 2 Sanitary Sewer Improvements, unless Developer elects to
construct such improvements in accordance with Section 3.3(g)). 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. Developer agrees as part of the
consideration for this Agreement that all residential structures, amenities, buildings, and any other
vertical construction within the Development shall meet or exceed all City Regulations, including
without limitation the Development Standards set forth in Exhibit E. Notwithstanding the
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 13
2023 - 2023000078222 07/12/2023 11:30 AM Page 14 of 45
foregoing, the Parties agree that the Developer may seek to amend the planned development
district zoning on the Property at any point in the future, in its discretion, and any future
amendments to the zoning on the Property (i) consented to by Developer and (ii) duly approved
by the City Council of the City shall automatically amend the Development Standards on Exhibit
E without any further amendment to this Agreement required. It is expressly understood and the
Parties agree that City Regulations and Development Standards applicable to the Property 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 may be affected by 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 (including the Development Standards), this Agreement shall control.
5.3 Compliance with Development Deadlines. Subject to Force Majeure, the notice and
cure period set forth in Section 6.1, and any extensions of time allowed pursuant to this Agreement,
Developer agrees to meet the following deadlines with respect to the Development. The Director
of Planning or his/her designee, in his or her discretion, may extend the below deadlines upon the
request of Developer without further approval of the City Council of the City required.
(a) Within 180 days after the City Council of the City duly approves the Zoning
Change, Developer shall submit or cause to be submitted a preliminary plat application and a tree
preservation plan to the City for the Single Family Tract.
(b) Within 360 days after the City has duly approved a preliminary plat for the
Single Family Tract, Developer shall submit or cause to be submitted one or more applications
for a site plan for the first phase within the Single Family Tract (including a landscaping plan and
lighting plan), and a final plat and civil plans for the first phase within the Single Family Tract
(showing easements, fire lanes and utilities). For the avoidance of doubt, Developer shall
determine, in its discretion, which portion(s) of the Property within the Single Family Tract
Developer shall consider the first phase within the Single Family Tract.
(c) Developer will request a preconstruction meeting with City staff to discuss
construction of the first phase within the Single Family Tract within 120 days of the Developer's
receipt of final approval from the City of the civil plans for the first phase within the Single Family
Tract (the "Preconstruction Meeting").
(d) Developer will Commence Construction or cause Commencement of
Construction of the first phase within the Single Family Tract within 180 days after the
Preconstruction Meeting; provided that, if for any reason Developer needs to change the phasing
of the Single Family Tract, Developer shall submit a new preliminary plat application for another
phase within the Single Family Tract within 60 days of the Preconstruction Meeting and such 180
days shall be tolled until Developer is able to obtain approval of a preliminary plat for such other
phase, which shall be subject to the same time periods in (a)-(c) of this subsection, above.
(e) Recordation in the Official Records of Collin County, Texas of a final plat
for one or more phases within the Single Family Tract must occur within twenty-four (24) months
of the Commencement of Construction of such phase.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 14
2023 - 2023000078222 07/12/2023 11:30 AM Page 15 of 45
5.4 Conflicts. When not in conflict with the terms and conditions of this Agreement,
the development of the Property 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, this Agreement, including its exhibits, as applicable,
shall control.
5.5 Public Infrastructure, Generally. Except as otherwise expressly provided for in
this Agreement, Developer shall provide all Public Infrastructure necessary to serve the Property,
including streets, utilities, drainage, sidewalks, 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. Developer 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. Developer 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 Property 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.
5.6 Maintenance Bonds. For each construction contract for any part of the Public
Infrastructure, Developer, or Developer's contractor, 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 the Public
Infrastructure, 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.
5.7 Inspections, Acceptance of Public Infrastructure, and Developer's Remedy.
(a) Inspections, Generally. The City shall have the right to inspect, at any time,
the construction of all Public Infrastructure necessary to support the Development, 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 Developer from
its responsibility to construct, or cause the construction of, adequate Public Improvements and
Public Infrastructure in accordance with approved engineering plans, construction plans, and
other approved plans related to development of the Property. Notwithstanding any provision of
this Agreement, it shall not be a breach or violation of the Agreement if the City withholds
building permits, certificates of occupancy or City utility services as to any portion of the
Development until Developer has met its obligations to provide for required Public Infrastructure
necessary to such portion or phase 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.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 15
2023 - 2023000078222 07/12/2023 11:30 AM Page 16 of 45
(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 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 Developer
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 Developer 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 Developer 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.
5.8 Insurance. Developer or its contractor(s) shall acquire and maintain, during the
period of time when any of the Public Infrastructure is under construction (and until the full and
final completion of the Public Infrastructure and acceptance thereof by the City): (a) workers
compensation insurance in the amount required by law; and (b) commercial general liability
insurance including personal injury liability, premises operations liability, and contractual liability,
covering, but not limited to, the liability assumed under any indemnification provisions of this
Agreement, with limits of liability for bodily injury, death and property damage of not less than
$1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the
Public Infrastructure construction contracts, whether by Developer, 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-1" or better by A.M. Best's Key Rating Guide
and licensed to do business in the State of Texas; and (ii) name the City as an additional insured
and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of
Public Infrastructure construction contracts, Developer shall provide to the City certificates of
insurance evidencing such insurance coverage together with the declaration of such policies, along
with the endorsement naming the City as an additional insured. Each such policy shall provide
that, at least thirty (30) days prior to the cancellation, non -renewal or modification of the same,
the City shall receive written notice of such cancellation, non -renewal or modification.
5.9 INDEMNIFICATION and HOLD HARMLESS. DEVELOPER, INCLUDING
ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE 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 OR OTHER
WRONGFUL CONDUCT OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS
RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN,
AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY
PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 16
2023 - 2023000078222 07/12/2023 11:30 AM Page 17 of 45
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.
DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY
AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS THAT
ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND THE CITY,
DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE
TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE OF
RESPONSIBILITY. 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 PROPERTY 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 DEVELOPER'S 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. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
5.10 Status of Parties. At no time shall the City have any control over or charge of
Developer's (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 Developer.
5.11 Approval of Zoning Change. Notwithstanding any other provision of this
Agreement, if the City Council does not adopt an ordinance in accordance with applicable law
approving the Zoning Change on or before June 27, 2023 then: (1) this Agreement shall become
null and void and of no effect and no Party shall have any obligations hereunder; and (2) the
Previous SIA shall be deemed for all purposes to be null and void and of no effect and no Party
shall have any obligations thereunder. For the avoidance of doubt, in order for this Agreement to
continue in effect the City Council must approve an ordinance that matches the Zoning Change
exactly as presented by Developer and in accordance with Exhibit B (Concept Plan) attached
hereto, and if the City Council approves a change in zoning other than the Zoning Change this
Agreement shall become null and void and of no effect and no Party shall have any obligations
hereunder.
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 (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
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 17
2023 - 2023000078222 07/12/2023 11:30 AM Page 18 of 45
nature of the alleged failure, but in no event more 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 which
a different time period is expressly set forth in this Agreement). Notwithstanding the foregoing,
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.
6.2 Remedies. Except as otherwise set forth in this Agreement, as compensation for
the other parry's default, an aggrieved Party is limited to seeking specific performance of the other
party's obligations under this Agreement.
6.3 Performance Window. If Developer does not meet its obligations under Section
in order for the Developer to be considered in default of this Agreement, the City shall
provide written Notice to Developer of the same. If the City provides such written Notice,
Developer shall have one -hundred twenty (120) days from the date that the City delivers said
written notice in which to cure such failure, plus an additional time period equal to any delay
caused by the failure, if any, of the City to timely meet its obligations under this Agreement. If
Developer fails to timely cure such failure within the additional one -hundred twenty (120) day
period, then the City may elect to terminate this Agreement as its exclusive remedy, and if the City
elects such termination, it shall be excused from its obligations under this Agreement, including
but not limited to any obligation to reimburse Developer any amounts otherwise due under this
Agreement. The foregoing notwithstanding, the deadlines in this paragraph shall be subject to
extension for reasons of Force Majeure.
SECTION 7
ASSIGNMENT; ENCUMBRANCE
7.1 Assignment. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Parties hereto. The obligations, requirements, or covenants to
develop the Property subject to this Agreement shall be freely assignable, in whole or in part, to
any affiliate or related entity of Developer, or any lien holder on the Property, without the prior
written consent of the City. Except as otherwise provided in this paragraph, the obligations,
requirements or covenants to the development of the Property shall not be assigned, in whole or in
part, by Developer to a non -affiliate or non -related entity of Developer 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 receivables due under this Agreement
may be assigned by Developer without the consent of, but upon written notice to the City pursuant
to the terms hereof. An assignee shall be considered a "Party" for the purposes of this Agreement.
Each assignment shall be in writing executed by Developer and the 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 Developer shall release
Developer from any liability that resulted from an act or omission by Developer that occurred prior
to the effective date of the assignment unless the City approves the release in writing. Developer
shall maintain written records of all assignments made by 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 obligation shall survive the
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 18
2023 - 2023000078222 07/12/2023 11:30 AM Page 19 of 45
assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement
or the Property.
7.2 Assil?nees 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
Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or
any of its rights or benefits under this Agreement: (i) Developer must provide written notice to the
City to the extent required under this section at least fifteen (15) business days in advance of any
such sale, assignment, transfer, or other conveyance; (ii) said notice must describe the extent to
which any rights or benefits under this Agreement will be 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 Developer and a duly authorized representative of the person
that will acquire 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 Property records of Collin County. This
Agreement binds and constitutes a covenant running with the Property and, upon the Effective
Date, is binding upon Developer and the City, and forms a part of any other requirements for
development within the Property. This Agreement, when recorded, shall be binding upon the
Parties and their successors and assigns as permitted by this Agreement and upon the Property.
Notwithstanding the foregoing, his Agreement shall not bind or encumber any residential lot or
residence located thereon within the Property that is sold to a third party homeowner except as
relates to the limitations on the use of such lot in any applicable zoning regulations approved or
adopted by the City in accordance with applicable law.
8.2 Estoppel Certificates. From time to time, upon written request of Developer or
any future owner, and upon the payment to the City of a $500.00 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 identifying any obligations of Developer under this Agreement that are in default.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 19
2023 - 2023000078222 07/12/2023 11:30 AM Page 20 of 45
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 ten (10) 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
I I I 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 Developer: Skorburg Lot Development, LLC
Attn: Adam Buczek and Adam Shiffer
8214 Westchester, Suite 900
Dallas, TX 75225
abuczek@skorburl,company.com
ash iffer.skorbur companv.com
With a copy to: Winstead PC
Attn: Laura Hoffinann
2728 N. Harwood St., Suite 500
Dallas, TX 75201
214.745.5693
lhoffinannnwinstead.com
Any Party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other Party.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 20
2023 - 2023000078222 07/12/2023 11:30 AM Page 21 of 45
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. Developer represents and warrants that this Agreement has
been approved by appropriate action of Developer, and that each individual executing this
Agreement on behalf of Developer 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 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.
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.
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 21
2023 - 2023000078222 07/12/2023 11:30 AM Page 22 of 45
9.11 Force Majeure. 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. Within ten (10) 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 in accordance with Section 9.3, 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 time. After giving notice under this paragraph, the Party
claiming the right to temporarily suspend its performance shall provide the other Party a detailed
explanation of the extent to which the Force Majeure condition continues to exist and a description
of the actions currently being taken to remedy the Force Majeure and such additional explanations
shall be provided in writing at least once every two weeks.
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 Developer 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 Acquisition of Property Condition. If Developer or its affiliate does not acquire
the Property, Developer may, at its option, terminate this Agreement by providing written Notice
to the City.
9.15 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A
Metes and Bounds Description of the Property
Exhibit B
Concept Plan
Exhibit C
CIP Facilities — Opinion of Probable Cost
Exhibit E
Depiction of CIP Facilities
Exhibit F
Development Standards
[SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]
RESTATED SKORBURG ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT PAGE 22
2023 - 2023000078222 07/12/2023 11:30 AM Page 23 of 45
EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE:
CITY:
CITY OF ANNA,
a home -rule mu ' ip ty in of ' County, Texas
By: c /�
Name: Nate Pike
Title: Mayor
Date: CO — ; 7 — A 0,2 3
STATE OF TEXAS
COUNTY OF COLLIN
tIL'
This instrument was acknowledged before me on this29day of 2023,
by Nate Pike, Mayor of the City of Anna, a home -rule municipality in Collin County, Texas.
JEOVANNA RUBIO
'A
, Pli' /
0 Notary Public, State of Texas
S"". Comm. Expires 10-03-2026 (::::�ota�,Iub�ficSta�teolexas
I Notary ID 133995676
[SEAL]
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT SIGNATURE PAGE 1
2023 - 2023000078222 07/12/2023 11:30 AM Page 24 of 45
DEVELOPER:
SKORBURG LOT DEVELOPMENT, LLC
a Texas limited I 9ity co�ny
By: l-
am czek, President 41
THE STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on the 91- day of �y*a 2023, by
Adam Buczek, President of Skorburg Lot Development, LLC, a Texas limited liability company,
on behalf of said company.
aHUMBERTO JOHN50NNotary ID #132479174My Commission Expires Notary Public i the State of Texas
May 15, 2024
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT SIGNATURE PAGE 2
2023 - 2023000078222 07/12/2023 11:30 AM Page 25 of 45
Exhibit A
METES AND BOUNDS DESCRIPTION OF THE PROPERTY
BEING all that certain tract or parcel of land lying and being situated in Collin County, Texas, a
part of the Grandison Stark Survey, Abstract No. 798 and a part of the D.E.W. Babb Survey,
Abstract No. 33, and being out of and a part of that certain tract of land said to contain 171.389
acres as described in a Special Warranty Deed to Lindo Apparel, Inc. and 335 Valley Two, Inc. as
recorded in Document No. 20130218000218460, Official Public Records, Collin County, Texas
(OPRCCT) and by Correction Affidavit recorded in Document No. 2022000168873, OPRCCT,
said tract or parcel of land is herein described as follows:
Beginning at a %" iron rod found in road at the intersection of County Road No. 421 and County
Road No. 418, said intersection being at the westerly inner ell corner in the west line of said Lindo
Apparel, Inc. and 335 Valley Two, Inc. tract and the westerly inner ell corner in the east line of a
called 360.545 acre tract of land described in a Special Warranty Deed with Vendor's Lien to
Harlan Properties, Inc. as recorded in Document No. 20121228001650300, OPRCCT;
THENCE, North 89 degrees 52 minutes 49 seconds East, departing County Road No. 418 and with
County Road No. 421, a distance of 233.51 feet to a 100d nail found in said road, said nail being
at the easterly inner ell corner in the west line of said Lindo Apparel, Inc. and 335 Valley Two,
Inc. tract and the easterly inner ell corner in the east line of said Harlan Properties, Inc. tract;
THENCE North 00 degrees 30 minutes 17 seconds East, departing said County Road No, 421, a
distance of 2675.82 feet (2676.36' deed) to the northwest corner of said 171.389 acre tract and the
northeast corner of said 360.545 acre tract, said corner being in the south line of a called 31.912
acre tract of land described in a Special Warranty Deed with Vendor's Lien to Anna Crossing
Creekside, LTD as recorded in Document No. 20161128001603010, OPRCCT;
THENCE North 89 degrees 33 minutes 14 seconds East, passing at a distance of 15.72 feet, a 5/8"
iron rod with plastic cap stamped "RPLS 4838" found at the southwest corner of La Paloma
Subdivision, an addition to Collin County, Texas dated July 1, 1982 and recorded in Volume C,
Page 418, Map Records, Collin County, Texas (MRCCT) and continuing for a total distance of
2140.34 feet to the northeast corner of said 171.389 acre tract and being the west line of a tract of
land to Sherley Partners, Ltd.;
THENCE South 00 degrees 17 minutes 14 seconds West, a distance of 350.51 feet (351.05' deed)
to the northwest corner of a called 19.894 acre tract of land described in a Warranty Deed with
Vendor's Lien to Michael Boes et ux, Sandra Boes, recorded in Volume 2374, Page 624, DRCCT;
THENCE South 00 degrees 43 minutes 51 seconds West, a distance of 1303.32 feet to the
northwest corner of a called 14.304 acre tract described in a General Warranty Deed to S.G.
Johndroe, III, Trustee, as recorded in Volume 4810, Page 1989, DRCCT;
THENCE South 01 degrees 34 minutes 40 seconds West, a distance of 1030.93 feet to the
southwest corner of said S.G. Johndroe tract, being in County Road No. 421;
THENCE South 89 degrees 46 minutes 58 seconds West, along said County Road No. 421, a
distance of 327.34 feet the northerly northwest corner of Lot 1, Block 1, CR 421 Substation
Addition, an addition to the City of Anna, recorded in Document No. 2013-50, MRCCT, said
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT A - PAGE 1
2023 - 2023000078222 07/12/2023 11:30 AM Page 26 of 45
corner also being the northwest corner of a called 0.4848 acre tract of land described in a Special
Warranty Deed to Oncor Electric Delivery Company, LLC as recorded in Document No.
20110721000757730, OPRCCT, Exhibit A;
THENCE departing County Road No. 421 and along the westerly boundary of said CR 421
Substation Addition the following three (3) courses;
1. South 00 degrees 02 minutes 05 seconds West, a distance of 252.55 feet;
2. South 50 degrees 23 minutes 34 seconds West, a distance of 1200.64 feet;
3. South 89 degrees 33 minutes 53 seconds West, a distance of 1097.84 feet to a corner
in County Road No. 418, from which a'/z" iron rod bears South 00 degrees 00 minutes
22 seconds East, a distance of 20.00 feet, said corner being the northwest corner of a
called 0.4985 acre tract of land described in a Special Warranty Deed to Oncor Electric
Delivery Company, LLC as recorded in Document No. 20110721000757730,
OPRCCT, Exhibit B;
THENCE North 00 degrees 00 minutes 58 seconds, along County Road No. 418, a distance of
1018.96 feet to the POINT OF BEGINNING and containing 170.392 acres of land.
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT A - PAGE 2
2023 - 2023000078222 07/12/2023 11:30 AM Page 27 of 45
Exhibit B
CONCEPT PLAN
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT B - SOLO PAGE
wdap•wrKwA
caxel'Fiunop uplop'euuy Aa Rnp
s3aov013:
NIODNII 1
ONISSONDNa.LSOd1Sv3
NV-ldldaONOO
V
HONVU VNNV
it E
.d 1m
f
A^
A
p p
B A
A S
f 6
p
;A^:A4As444'
3
apSi
iAR6?m,
1111
Q
a I Ij IIa a l•
11M Hall Hilill
III
�JJ I
A
_ 4 I
A
U
1 Q
I
I_� I_I_II
IE I ➢ 11�
ELlTj= [
I
bS
f�� I
2023 - 2023000078222 07/12/2023 11:30 AM Page 29 of 45
Exhibit C
CIP FACILITIES — OPINION OF PROBABLE COST
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT C -PAGE 1
2023 - 2023000078222 07/12/2023 11:30 AM Page 30 of 45
4—
dEl
w V
N
le
O
1-. w
N co
N
O
O
Gi W
O
&D 10
0
OD It
r
N
eH to w 0-1 v) 40 eN 1
tp o
O U
iff
49
0
U
r
O
0
2023 - 2023000078222 07/12/2023 11:30 AM Page 31 of 45
Exhibit C
Sheet 2 of 5
CONSTRUCTION COST ESTIMATE
0 LOTS
0.000 GROSS ACRES ANNA RANCH OFFSITES
0.000 NET ACRES
0.00 GROSS DENSITY
A. OFF -SITE - FM 418 (1020 LF of 80' ROW)
OFFSITE- EARTHWORK
1 Clearing & grubbing
2 Asphalt Removal
3 General Site Excavation (includes Street Excavation)
Total Earthwork excluding retaining walls
OFFSITE - EROSION CONTROL
I
Silt fence (Perimeter / reinforced)
2
Curiex after Paving
OFFSITE- PAVEMENT
1
8" 3,600 Reinf. Conc. Pvmnt - 24' B-B
2
6" Lime stabilized subgrade
3
Hydrated lime (36 Ibs/SY)
4
5' Sidewalk - 3,000 PSI
5
Traffic Control
6
Type III Barricade
7
Maintenance Bond @ 1 5%
6
Density Testing - Lime
9
Density Testing - Paving
OFFSITE - DRAINAGE
1
30" RCP
2
24" RCP
3
21" RCP
4
10' inlet
5
4'x4' Junction Box
6
30" HDWL - Sloped
7
18" Rip Rap
e
Trench safety
s
Bond @ 1.50%
10
Density Testing
OFFSITE - ENGINEERING
- ROADWAY
I
Topographic / boundary survey
2
Contract administration
3
Engineering & Surveying (10% of Offsite Costs)
4
Construction administration
5
Record drawings
6
Reimbursables (plat submittals, concepts plans, zoning changes, etc)
A TOTAL:
Last updated: 66n 3
2 AC 2,000.001 3,747
2 707 SY 15.00 1 40.600
10,000
CY 1 5.001 50,000
94.347
2 040 LF 1.45 2,958
18 320 LF 1 0.401 6.528
9.486
2,720
2,833
SY
SY
TON
SF
EA
LF
%
EA
EA
LF
LF
LF
EA
EA
EA
SF
LS
EA
SF
80.00
4.00
280.00
6.50
7,600.00
60.00
285 063.33
0.60
0.70
217,600
11.333
14,280
33.150
7,500
1,200
4,276
1,700
1.904
51
5100
1
24
1.50%
2933
2 720
292,943
142.00 35.500
114.00 28,500
97.00 5,820
6,500.00 13,000
5,320.00 10,640
3,750.00 3,750
105.00 5.250
1.60 840
103302.00 1,550
1.50 840
250
250
60
2
2
1
50
580
1.50%
560
105,690
1 EA 2,000.00 2,000
1 EA 1600.00 1,500
10% % 492195.89 49,220
1 EA 1,500.00 1,500
1 EA 1000.00 1.000
1 LS 1600.00 1,500
56,720
559,185
2023 - 2023000078222 07/12/2023 11-.W AM Page 32 of 45
Exhibit C
Sheet 3 of 5
CONSTRUCTION COST ESTIMATE
0 LOTS
0.006 GROSS ACRES ANNA RANCH OFFSITES
0.000 NET ACRES
0.00 GROSS DENSITY
B. OFF -SITE - EAST FOSTER CROSSING
OFF41TE - EARTHWORK
1 Clearing & grubbing
2 Asphalt Removal
3 General Site Excavation (includes Street Excavation)
Total Earthwork excluding retaining walls
Last updated: 6116rt�
4 AC 1 1500.00 6,600
6 133 SY 8.00 49,067
14197 CY 3.60 49,691
105,357
OFFSITE - EROSION CONTROL
1 Silt fence (Perimeter / reinforced) 47b0 LF 1.4b 6,888
2 Curiex after Paving 1 19,0001 LF 1 _ 0.40 1 7,600
14,488
OFF -SITE - PAVEMENT
1 B" 3,600 Reinf. Conc. Pvmnt - 48' B-B 12,050 SY 80.00 964,000
2 6" Lime stabilized subgrade 12,562 SY 3.60 43,932
3 Hydrated lime (36 Ibs/SY) 226 TON 280.00 63,263
4 5' Sidewalk - 3,000 PSI 11,470 SF 6.60 74,555
5 10' Trail - 3,000 PSI 22,940 SF 6.50 149,110
6 Traffic Control 1 EA 7,500.00 7,500
7 Type III Barricade 48 LF 60.00 2,400
6 Maintenance Bond @ 1 5% 1.50% % 1 304759,79 19,571
9 Density Testing - Lime 12 552 EA 0.80 7,531
10 Density Testing -Paving 12 050 EA 0.70 8,435
1.340.297
OFFSITE - DRAINAGE
1 42" RCP 130 LF 243.00 31,590
2 36" RCP 500 LF 190.00 95,000
3 30" RCP 470 LF 142.00 66,740
4 21" RCP 180 LF 27.00 17,460
5 10' inlet 6 EA 5 600.00 39,000
6 5'x5' Junction Box 2 EA 7,000.00 14,000
7 42" HDWL - Sloped 1 EA 5,660.001 5,650
e 18" Rip Rap 100 SF 105.00 10,500
0 Trench safety 1 2B0 LS 1.50 1,920
10 Bond @ 1.50% 1.50% EA 281 860.00 4,228
11 Density Testing 1.280 SF 1.50 1,920
288,008
OFFSITE - ENGINEERING - ROADWAY
1 Topographic / boundary survey 1 EA 2 000.00 2,000
2 Contract administration 1 EA 1500.00 1,500
3 Engineering & Surveying (10% of Offsite Costs) 10% % 1,706,464.63 170,646
4 Construction administration 1 EA 1,600.00 1,500
5 Record drawings 1 EA 1,000.00 1,000
6 Reimbursables (plat submittals, concepts plans, zoning changes, etc) 1 LS 1 600.00 1,500
178.146
B TOTAL: 1 1,926,296.63
2023 - 2023000078222 07/12/2023 11:30 AM Page 33 of 45
Exhibit C
Sheet 4 of 5
R Last updated: t1S11 23
CONSTRUCTION COST ESTIMATE
0 LOTS
0.000 GROSSACRES ANNA RANCH OFFSITES
0.000 NET ACRES
0.00 GROSS DENSITY
C. OFF -SITE - SEWER - PHASE 1
OFFSITE- SEWER - PHASEI
1 8" PVC Force Main Pipe 5,690 LF 96.00 540,550
2 8" PVC pipe - Gravity 1,250 LF 95.00 118,750
3 Lift Station 1 LF 1,600,000.00 1,500,000
4 5' Diameter manhole 3 EA 20 000.00 60,000
5 Trench safety 6,940 EA 1.60 10,410
6 Testing (air & TV) 6,940 EA 1.50 10,410
7 Band @ 0.50% 0.50% % 224012000 11,201
e Density testing - sanitary sewer 6 940 SF 1.50 10,410
2,261,731
OFFSITE - ENGINEERING - PHASE 1 SEWER
1 Topographic / boundary survey 1 EA 2,000.00 2,000
2 Contract administration 1 EA 1,600.00 1.500
3 Engineering & Surveying (10% of Offsite Costs) 10% % 2,240,120.00 224.012
4 Construction administration 1 EA 1600.00 1,500
6 Record drawings 1 EA 1,000.00 1,000
6 Reimbursables (plat submittals, concepts plans, zoning changes, etc) 1 LS 1,600.00 1.500
231.512
C TOTAL:
D. OFF -SITE - SEWER - PHASE 2
OFF -SITE - SEWER - PHASE 2
1 15" PVC Force Main Pipe
2 15" PVC pipe
3 5' Diameter manhole
4 Conned to Ex - Core Ex MH
5 Trench safety
s Testing (air & TV)
7 Bond @ 0.50%
e Density testing - sanitary sewer
2.493,242.66
1400 LF 135.00 189,000
7,000 LF 135.00 945,000
15 EA 20 000.00 300,000
1 EA 7,700.00 7,700
11,400 EA 1.50 12,600
8,400, EA 1.50 12,600
0.50% % 1,466,900.00 7,335
8,400 SF 1 1.501 12,600
1,486,835
OFF40TE - ENGINEERING - PHASE 2 SEWER
1 Topographic / boundary survey 1 EA 2,000.00 2,000
2 Contract administration 1 EA 1500.00 1,500
3 Engineering & Surveying (10% of Offsite Costs) 10% % 1,466,900.00 146.690
4 Construction administration 1 EA 1500.00 1,500
5 Record drawings 1 EA 1,000.00 1,000
6 Reimbursables (plat submittals, concepts plans, zoning changes, etc) 1 LS 1,500.00 1,500
154,190
D TOTAL: 1 1.641,024.56
2023 - 2023000078222 07/12/2023 11:30 AM Page 34 of 45
Exhibit C
Sheet 5 of 5
,e
CONSTRUCTION COST ESTIMATE
0 LOTS
0.000 GROSS ACRES
0.000 NET ACRES
0.00 GROSS DENSITY
E. OFF -SITE - WATER
OFFSITE - WATER
ANNA RANCH OFFSITES
1 12" PVC DR-14
2 12" Valves & box
3 Conned to Existing 12"
4 Fire hydrants
5 1" irrigation service
5 Fittings
7 Trench safety
e Bond @ 1.50%
s Density testing - water
OFFSITE -ENGINEERING -WATER
I Topographic / boundary survey
2 Contract administration
3 Engineering & Surveying (10% of Offsite Costs)
4 Construction administration
5 Record drawings
5 Reimbursables (plat submittals, concepts plans, zoning changes, etc)
E TOTAL:
TOTAL OFFSITE COSTS:
Last updated: 0[illb@
2,375
LF
LF
EA
EA
EA
TON
LS
EA
SF
105.00
249,375
20,000
2,000
30,800
5,800
6,709
3,563
4,774
3.563
5
4 000.00
1
2,000.00
4
7,700.00
2
2,900.00
1.188
6,650.00
2 375
1.50
1.50%
316 246.90
2,3751
1.50
1 EA 2,000.00 2,000
1 EA 1500.00 1,500
10% % 316246.90 31,825
1 EA 1500.00 1,500
1 EA 1000.00 1,000
1 LS 1,600.00 1.500
39,325
365,907.79
TOTAL 6,985,657
2023 - 2023000078222 07/12/2023 11:30 AM Page 35 of 45
Exhibit D
DEPICTION OF CIP FACILITIES
(see attached)
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT D -COVER PAGE
2023 - 2023000078222 07/12/2023 11:30 AM Page 36 of 45
FBSO4 ON 1D3rDHd 3131 -B 31 VNNV ,OA 10-HONVU VNNV
tuu•,.N—,Cmo.�ro
sexel' unooullloo'euuV joAMD
L00-990L 'ON loej0,d
W03•30ulooulloope 9909L eexel'eIIRM
S3H3v OL4F
£ZOZ '9l �(OLy:alop
9999-6L914LZ1 euoLid gLLL xos'O'd
SNISSOHO H31SO�
W
SAI A0 PDn3a43
�`k
NVN VNNV
x
Vtl �
N'10)N 11 1
S311111�t/d 2131b�M
,soa
tltl�4 Pou6eo4
P
iY
w
004 s l :.Ions
c L
c o m ° m
I
1
I
N O C N m C C
W :5 W
'A O � w0 � •y H p
m LL
C_
N O Ol p mo y❑
f JE
c c E `
,.cam --c-;
E EcOm I
iA�
i mLa q oci y3
° a'-E 'mew o I
E o55rn,mo vmoaE
m o� 'i
m wmUcaxi�❑ 4�° °
—_
p 0 L w w G c
O w m w
U N C u w Ol 0 U C O
_
c m U
m` wcowwal �y�2$m
JOI
m d 10 0 jp O N N w a c m
3 H N N r U m p HIOL NpN0
2 w
NSY
U
VNNV 20 ,U/J
Q
2 O J U o
W Z
o OLL�o
O -j Ln
a 2 Z o
� Q
a
8
zII
� w
LL
a
M
U
Z
p O
$
4)
x
w (n
VNNV 10
3AV O1
-00
O w
wzz
a x
W
www
z3�
W �y
!Y
z
Z
E0
to
O
w
U
w
W
H
U
0
z LL
W W
El
❑ J
W <
N
\
U LL V
\
off€
a.
a�
I
Zm�
HF<
Nwo
I
O �
L) Z
z3Q o
C)
9 LV OVON AlNf10O
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
I
2023 - 2023000078222 07/12/2023 11:30 AM Page 37 of 45
0a9fal'ON 1031'OHd 3131 -B i VNNVdOA 13-NONVa VNNV
-IA uNId fZ.Z O 141hN.I
sexel uflo3 ulllo3 `euuW 4O A113
O00-9904 ONjumni(o]
woo•3pulooullf3l�e 9999L sexel'eIIRM
S3213V O(�T
£ZOZ 94111HONVU
6999-EL9(44Z) euoyd 9LLL Xo9'O'd
°JNISS02102l31SU�
VNNV
sw3 a,
:x
AV
NIODN1'1
Z-14
I
S311111�b�d 2i3M3S
VV A9
W
0004 = L
0 a) Ol f.1 y N
w E O N [A C� N Z" yt.. Q) N O
E E c Y c m
y° J E W •c `o n g
Ea �doa� Ey5° d Ev Nc mo
i •�O vi c_°yyc�my3E Emote,tp„a°i° .t°..m O10 ai
o 00'- (D�a EonEmt m moL� o
E 0 2.1) aE `oEy0mc'a ¢�L vod° ,Cm 2X
w t m y- p -- m om c m VU c :r r.. U
N y U r 2 0 y U 6 C C E QI O .. a7 a) N U C y r il
y C- al N N i C Q N� r .y. ul a N M O. L ' 3 0 W W C O n(D
U y 0 2 `O o w O 5 C N y� S N fyJ G ja U C M L y y N N a1
q oLL cvyZ` m ¢m my°mom �c°�oa ny �yUnU
C y O m E C G� Lit O r a1 .O. N O] C O L C N C N
m .y. u! ao c y m E �, ¢ o '° r c E t � PE m ccy yc° coo;�fnV•y aay`. °�yca) �0n oEo3
U) .. ai m
m 0, nN E E,aUi J vyi �O ymU �,� d v aE �£ nu oia
m iot_Co�ou07 ooN';oo momEyv a °d D°' �.°"E
IL O. L 5 N L y' a G .t. t y `CO' a1 E C .L_. C d y O C A d D U 2 0
eC Emd°x�t EI°n`ni��a o�cEoE m�mH
C-4C. O. .cn 3camdmUE�Lc
O 9N `U y yqyV (n p.22 k 6 O E
L r( a4`3s� a7 R nO O ` Ly UN] a]0•-• ciO y1Wn7 `Cy �`UwE w�0la7 r
X
'c mCEN5 N UN.°UE3c -aNcaaNy7i
'�HL•0
EGE
_L't�yU) EC3 PEiVJr ml
cg%y Otal ON
to;zt av 5E.9 Em n In oyWE d E E
da a) =Joccry 2aN.U_yt =
U)LUCUmptm
4
F 0 EE
UOnU
QQ
X
F
ZI I I I 8 0
o°
ws u
w 2 U
I W°
I I y Q 7SS/73W �0 ._
O
Za
z
p = w i > r
o LL�
H =�
g d\ c m�ZCDwZ ¢
—
--
az¢a ao wz
o a
J I �Jyy��S
w a�
U go 0V021 lLNf100
> F BLbOVOM noo
LL
�z w 1
oa I I C3 ���0
z a
of WW�IaL) o� Ill I I �<
� yli w I rc i O a y
a tiZ_
w f u_1 ug1p �i lI O I 7 0J n 715 I W� 7 I I oa z
w W
0
3AV ONVN031 � oaf5
o
MzwB U
ZO
I � FU
= °�Mg
og
ou
❑ u z�
w
MEF
p O
�+ N — —
L G�
xs
W fn
�'P s14V9 4uej ,IOYSYYMn011AYY1Yf Y+AYW - •+Y�y Ym�ru�wY I W W �l Y
2023 - 2023000078222 07/12/2023 11:30 AM Page 38 of 45
loP9 ON 103fONd 3131 -6 I'VNNV,O110-H0NVN VNNV
cul,•,'a W„couowwwn sexel l uno:) uilloo leuuy;o Allo Lo7AA.IV
N loafOJd
won"37ulooull03lja 8809L swcel 'GIIAM S311oV OL L� AO.:atop
H
8988-fL914LZI auoyd 9LLL xog 'O'd �JNISS0213 2131SOd Pa��aU� W
H writ V x
^H'}: J�3xll: ia•] n [}?SI-1 i(:G7tUJ Q uro,pN'10CIN1'1 �� 5311111OV� AVMUVOa po.&Rep W
oft m L :alo.5
O a) C N O > 0
C a7_ 9L O E O O� M C L
E N y m T .m. O N r C w) a- O O O y y 0
a) r Z ° O uo ° C y m 0 C M L
o c E 2� 8 2 mew w m m y a+ 2 U
O. E N C U m U y i..1 a) y C m° C C g y m C W C
E > E D y d ?3 Q y U a°i v w L c u v¢ m
O a° N O vl C N O O a V
ac mm °u-Eol" ° c d ro uyU Ec
c Tttymvo olma�cw 'ia�m >YU aocrnE
3Q,aEc2E �W pj0lo '^m°ern o °jOc cH°2 gym
�ama)35m c°'o a 10tcd a E y �v�
y ooc>po-E m:s 1)o ul,0It E >� EF`mFm� Uwo
m c 2+ a Y T c m o ca c a Y ." o :Z. n7 o c ^' > 3 m � F-
L o am m m 2— a m T o-
a E E -; c �c c'5- o� m v Ey'E -a v E c o
a7 N— C C O° N L ,C 3 O C d 0 al co � E C T al C V C
3 t >,0y 3S y cQC ol�,ia E Ev � c°is T3 ° � E y �
a C O O O> m `� C d C C 'C C U N 0 O O w C C w {C
N O y d T L ID C C W .t-. N° L cm E L N l0 W
c ° moa`oE10 `i'cEc_� �..(Dy a mw° O'ayym c
N U p2 l0 d a al FL 1p > m �' C C-0 'L-' T m m W d« an d a1 O` .0
CL > a1 N m W t T a1 a7 m O G 'a
U ot�W c3aE m3 LF; Y r$cH- m mac Uct c•H -
o m° m w �, y c y c v m m� m m m U 8 M v Q E - 3 m m m d m°
LL W H al M 3 y l0 V= O m U° a7 al N O a lCF j° W
N c CO o 0 0 L� O O L Y O= O Y o a �. m I 0 V 4mQ�l O O N a o t y d N
W H°�k aUUU ♦-rMm at HEam U HN3 �a�EU HarM
I I I w
wF
—_ a
w
1,01
rra
10 A110 _
3
LL \
co
6
w
0
K N
�mm
aWm \w~
wlyOj \
aLLOa
Z �_ ^ aui Vs \ \
Q —Ua
lWoto
\ \
O LL O
a.o Lb < l°
az¢a o
C
O LL LL r
{n 0 J Z I
v a� w
LLI
az
8H7 avow AlNnoo
f—
z ww<
I w—
LU< I
0�''
I wa3m
cr
ww
m Ir
>='
a>�
a s
a
I Z9v
a
'ob
w
m C
I
I U W
a I
a
I In
g
I 0
a
I
tiww l Mil i,o�c+��7,,vl+�YM�II �+v�
2023 - 2023000078222 07/12/2023 11:30 AM Page 39 of 45
Exhibit E
DEVELOPMENT STANDARDS
Skorburg Anna Ranch— Design Standards/Building Materials.
With respect to all structures/development within the Property, Developer agrees to comply
with all City Regulations and with the masonry material requirements and all other requirements
of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034
Supplementary District Regulations, Subsection (e) Architectural Design Standards in effect as of
the Effective Date, which are incorporated herein as if set forth in full for all purposes, except as
modified by the Agreement, the following standards (in the event of any conflict between the City
Regulations and the below, the following listed standards shall govern unless later amended by a
change in zoning on the Property as described in Section 5.2 of the Agreement), or a change in
zoning of the Property (or portion thereof) consented to by Developer. Notwithstanding the
foregoing, a Subsequent Owner, upon or substantially concurrent with acquisition of the Property,
must agree in writing to assume Developer's responsibilities set forth herein to the extent of any
obligations assigned, but in any event shall be bound by all applicable terms of this Agreement.
For purposes of this Agreement the term "Subsequent Owner" means any person or entity that
acquires all or any part of the Property from Developer or Developer's successor in title to the
Property or any part thereof. A party shall constitute a Subsequent Owner hereunder only during
such time as such party owns fee simple title to all or a portion of the Property.
A. Except as noted below, the exterior walls (excluding windows and doors) on the first floor
front elevation of any single-family home shall be 90 percent masonry and 80 percent on
the second floor front elevation. The total cumulative surface area of the remaining exterior
walls (excluding windows and doors) shall be 80% masonry. Rear of home shall be 80%
masonry (brick, stone, traditional stucco) on lots that back to major thoroughfares or
common area lots that require metal fencing, exclusive of roofs, eaves, soffits, windows,
gables, dormers, doors, walls over roof and trim work.
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. Roofs:
a. 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 F (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".
b. Roofing materials of any 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 better
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT EXHIBIT E-1
2023 - 2023000078222 07/12/2023 11:30 AM Page 40 of 45
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.
E. Building articulation: At least five (5) 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:
a. 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.).
b. Use of rough sawn timber brackets, blocks, beams or nogging;
c. Use of stained wood, stained wood with glass or iron with glass front door;
d. Balconies.
e. Masonry chimney at the front elevation
f. Double -entry door(s).
g. Covered Entry(ies)
h. Use of both stone and brick on the front elevation, stone wrapping around corners
of the structure for at least two feet.
i. Front porch of at least 50 square feet.
j. Two single garage doors (in lieu of double doors);
k. Three (3) different window sizes on the front elevation.
1. Three (3) car garage.
m. A minimum one bay window of 24-inch projection located on the front elevation.
n. Other techniques for building articulation can be substituted if administratively
approved by the administrative official.
F. Garage doors. All garages must also incorporate metal with wood embossed pattern,
wood, wood clad (over metal door) or wood composite doors and contain at least two of
the following enhancements:
2023 - 2023000078222 07/12/2023 11:30 AM Page 41 of 45
Two single garage doors;
ii. Decorative windows;
iii. Decorative hardware;
iv. Garage door recessed a minimum of 12 inches from the garage face;
G. House repetition:
a. Within residential developments, single-family homes with substantially identical
exterior elevations can only repeat every three (3) lots when fronting the same
right-of-way including both sides of the street.
b. Homes side by side or across the street within one house (directly across the street
or "caddy corner" across the street) shall not have substantially identical exterior
elevations.
H. Fenestration:
a. 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.
b. Windows shall be in harmony with and proportionate to the rest of the structure.
c. 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.
Multiple -Family Residence Buildings
A. For traditional multi -family residence buildings and structures the total exterior walls
that are externally facing within the project (i.e., facing any public Right -of -Ways)
excluding windows and doors shall be constructed of masonry for at least seventy
percent (701/6), for the first three (3) stories. 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. 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 or standing seam metal, 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.
2023 - 2023000078222 07/12/2023 11:30 AM Page 42 of 45
C. Accessory buildings shall use similar building and roofing materials as those used
on the primary buildings.
D. Two or more distinct building models shall be designed for projects with more than four
primary buildings.
E. A covered entry area shall be designed at the main entry to each building.
F. A minimum of 75% of all units must have one of the following design features: a true
balcony, stoop, or patio to create outdoor living space.
G. No building fagade may exceed a length of 75 feet without a break in the fagade of a
minimum depth of two (2) feet for a minimum length of ten (10) feet.
H. Four architectural design features are required on facades facing public streets, parking
and common areas. Acceptable architectural design features may include but are not
limited to:
1) Articulation of building fagade
2) Extensions to the building through bay or box windows, and other similar
features projecting out from the fagade
3) A horizontal change in building materials between stories of a building
4) Variation in building materials between vertical intervals
5) Variations in window placement
6) Architectural features such as shutters, awnings, dormers, chimneys, decorative
moldings or ornamental details
7) Roof height, pitch, ridgelines and materials shall be varied to create visual
interest and avoid repetition.
A. Except as noted below, the exterior walls (excluding windows and doors) on the front
elevation of any 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.
2023 - 2023000078222 07/12/2023 11:30 AM Page 43 of 45
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.
E. Roofs:
i. 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 V (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".
ii. Roofing materials of any 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 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.
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.
2023 - 2023000078222 07/12/2023 11:30 AM Page 44 of 45
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:
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.
2023-2023000078222 0711212023 11:36 AM Page 45 of 45
Collin County
Honorable Stacey Kemp
Collin County Clerk
Instrument Number: 2023000078222
eRecording - Real Property
AGREEMENT
Recorded On: July 12, 2023 11:30 AM
Number of Pages: 45
" Examined and Charged as Follows: "
Total Recording: $198.00
*********** 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:
Record and Return To:
Document Number:
2023000078222 CSC
Receipt Number:
20230712000115
Recorded Date/Time:
July 12, 2023 11:30 AM
User:
Kim D
Station:
Workstation cck024
STATE OF TEXAS
COUNTY OF COIN
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 `"`'�
October 3, 2023
VIA COURIER
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
Attn: Ryan Henderson, City Manager
City of Anna Municipal Complex
120 W. 7th Street
Anna, Texas 75409
Attn: Ryan Henderson, City Manager
Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, TX 75034
RE: Notice regarding the partial assignment (the "Partial Assignment") of that certain Restated
Skorburg Anna Ranch Subdivision Improvement Agreement, by and between the City of Anna, a
home -rule municipality in Collin County, Texas (the "Ciff') and Skorburg Lot Development,
LLC, a Texas limited liability company (the "Develooe'), dated effective as of June 27, 2023,
recorded in the real property records of Collin County, Texas as Document No. 2023000078222
on July 12, 2023, as assigned (the "SUA'% from Skorburg Acquisitions LLC, a Texas limited
liability company (the "Assignor') to Meritage Homes of Texas, LLC, an Arizona limited
liability company ("Assignee'). All capitalized terms used in this letter and not otherwise defined
herein shall have the meanings given to them in the SIA.
To Whom It May Concern:
This letter constitutes the Developer's requisite notice under Section 7.4 of the SIA that Assignor
is partially assigning the right to certain receivables under the SIA to Assignee, as further detailed in the
Partial Assignment. Such Partial Assignment shall occur no earlier than October 24, 2023, which is
fifteen (15) business days following the date this letter shall be deemed received by the City under
Section 9.3 of the SIA. For your convenience, the form of Partial Assignment is attached hereto as
Eibibit A.
Assignee's notice address for purposes of the SIA is as set forth below:
Meritage Homes of Texas, LLC
8840 Cypress Waters Blvd., Suite 100
Coppell, Texas 75019
Attn: Frank Su
Phone: (972) 580-6375
Email: fi=ksu(a-1meritagehomes.com
with a copy to: Meritage Homes Corporation
18655 North Claret Drive, Suite 400
Scottsdale, Arizona 85255
Attn: Jay Berryman
Email: igy.berr Man@neritagehomes.com
Assignor's notice address for all future notices required pursuant to the SIA to be sent to
Developer shall be as set forth below:
Skorburg Acquisitions LLC
8214 Westchester, Suite 900
Dallas, Texas 75225
Attn: Adam Buczek and Adam Shiffer
Phone: (214) 888-8843
Email: abuczek@3ask, orburgcompany com;
ashiffe urskorbtirLtc,�mpany.com
with copy to: Winstead PC
Attn: Laura Hoffmann
2728 N. Harwood Street, Suite 500
Dallas, Texas 75201
Email: Ihgff ann winstead.com
Upon the Partial Assignment, the payees under Section 4 of the SIA shall be updated to the
below. As further detailed in the Partial Assignment Assignor is retaining some rights to receivables and
assigning certain rights to a portion of the receivables to Assignee. Therefore, Assignor and Assignee will
both be payees (with respect to the receivables each is entitled to receive pursuant to the Partial
Assignment).
Skorburg Acquisitions LLC
9214 Westchester, Suite 900
Dallas, Texas 75225
Attn: Adam Buczek and Adam Shiffer
Phone: (214) 888-8843
Email: abuczek(a'lskorrburgcompanv.com:
ashiff;E@skorburgconig=.com
Meritage Homes of Texas, LLC
8840 Cypress Waters Blvd., Suite 100
Coppell, Texas 75019
Attn: Frank Su
Phone: (972) 580-6375
Email: frank.su aMmeritaaehomes.com
[Signatures appear on the following page.]
The below signatories each hereby certify that he is a duly authorized representative of the
applicable entity.
Sincerely,
SKORBURG ACQUISITIONS LLC,
a Texas limited liability company
By. 4
Adam4czPresident / 11
MERITAGE HOMES OF TEXAS, LLC,
an Arizona limited liability company
sill
EXHIBIT A,
FORM OF PARTIAL ASSIGNMENT
[See attached.]
NOTICE OF PARTIAL ASSIGNMENT OF THE RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
EXHIBIT A
WHEN RECORDED, RETURN
TO:
Laura Hoffmann, Esq. TO BE RECORDED IN THE
Winstead PC REAL PROPERTY RECORDS OF
500 Winstead Building COLLIN COUNTY, TEXAS
2728 N. Harwood Street
Dallas, Texas 75201
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT (this "Assignment') is made
effective as of the day of , 2023 (the "Effective Date") by and between
SKORBURG ACQUISITIONS LLC, a Texas limited liability company ("Assignor"), and MERITAGE
HOMES OF TEXAS, LLC, an Arizona limited liability company ("Assignee").
RECITALS:
A. Assignor is a party to that certain Restated Skorburg Anna Ranch Subdivision Improvement
Agreement by and between the City of Anna, a home -rule municipality in Collin County, Texas
(the "City") and Skorburg Lot Development, LLC, a Texas limited liability company ("Skorburg
Developer"), dated effective as of June 27, 2023, recorded in the real property records of Collin
County, Texas as Document No. 2023000078222 on July 12, 2023, as assigned by that certain
Assignment and Assumption of Restated Skorburg Anna Ranch Subdivision Improvement
Agreement, by and between Skorburg Developer and Assignor, dated effective as of
, 2023, a copy of which is attached hereto as Exhibit A and made a part hereof
for all purposes (as assigned, the "SIA").
B. Prior to or up until the Effective Date, Assignor owned approximately 170.39 acres of real property
located in the City and defined as the "Property" in the SIA, as more specifically described in
Exhibit B attached hereto and made a part hereof for all purposes (the "Property"), and such
Property is subject to the SIA.
C. As of the Effective Date, Assignor has conveyed approximately 108.344 acres of the Property, as
more particularly described in Exhibit C attached hereto (the "Assignee Property"), to Assignee.
Approximately 62.050 acres of the Property, as more specifically described in Exhibit D attached
hereto and incorporated herein by reference (the "Assignor Retained Property"), is owned by
Assignor as of the Effective Date.
D. In connection with the sale of the Assignee Property, Assignor desires to partially assign and
the Assignee desires to partially assume certain rights to a portion of the Reimbursement under
the SIA as further set forth herein. Under Section 7.1 of the SIA, any receivables due under the SIA
may be assigned by Assignor without the consent of the City, but upon written notice to the City
in accordance with the terms of the SIA.
E. Assignor and Assignee desire to reflect certain agreements concerning the partial assignment of
certain rights to receive a portion of the Reimbursement under the SIA, and to enter into certain
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
—Page I —
4877-6168-0508v.11 19719-125 9/20/2023
covenants and agreements relating thereto. Capitalized terms used but not defined herein shall have
the meaning ascribed to such terms in the SIA.
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further
consideration of the provisions, covenants and agreements hereinafter set forth, the parties agree as follows:
1. Assignor represents to Assignee that Assignor has not previously assigned, conveyed,
transferred or encumbered any of the Assigned Interests (as defined below) and that Assignor
has the full right, power and authority to execute and deliver this Assignment.
2. As of the Effective Date, Assignor hereby sells, transfers, assigns and conveys to Assignee the
following (the "Assigned Interests"):
a. Assignor's right, title and interest to:
(i) Reimbursement under Section 3.3(h)(3) of the SIA for actual Construction Costs
for the construction of any of the CIP Water Improvements constructed by or
on behalf of Assignee, subject to the terms and limitations of the SIA (and only
to the extent that any such costs are incurred by or on behalf of Assignee);
Reimbursement under Section 3.3(h)(3) of the SIA for actual Construction Costs
for the construction of the Phase 1 Roadway Improvements if constructed by or
on behalf of Assignee, subject to the terms and limitations of the SIA (and only
to the extent that any such costs are incurred by or on behalf of Assignee);
Reimbursement under Section 3.3(h)(3) of the SIA for actual Construction Costs
for the construction of the Phase 1 Sanitary Sewer Improvements, if constructed
by or on behalf of Assignee, subject to the terms and limitations of the SIA (and
only to the extent that any such costs are incurred by or on behalf of Assignee);
and
(iv) Reimbursement under Section 3.3(h)(1) of the SIA for the costs of acquisition
of any off -site easements for the CIP Water Improvements, Phase 1 Roadway
Improvements, or the Phase 1 Sanitary Sewer Improvements (collectively, the
"Phase 1 Improvements"), including survey, legal and engineering costs related
thereto in the event Assignee acquires such off -site easements.
Notwithstanding the foregoing or any statement to the contrary herein, in the event that
Assignor ends -up constructing any or all of the Phase 1 Improvements (e.g., in the event
the Assignee does not construct such improvements) pursuant to the terms of that certain
Development Agreement of even date herewith between Assignor and Assignee to be
recorded in the real property records of Collin County, Texas (the "Development
Agreement"), Assignor expressly retains the right to Reimbursement for any and all
actual Construction Costs for the construction of any portion of the Phase 1
Improvements constructed by or on behalf of Assignor, subject to the terms and
limitations of the SIA (and only to the extent that any such costs are incurred by or on
behalf of Assignor). For the avoidance of doubt, Assignee will continue to be entitled
to receive any Reimbursements for any of the Phase 1 Improvements that Assignee
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
— Page 2—
constructs (if any). Moreover, in any event (including whether Assignee or Assignor
constructs the Phase I Improvements or any portion thereof), Assignor retains all rights
to reimbursement of any and all Impact Fees collected from the Assignor Retained
Property. For the avoidance of doubt, in no event shall the source of funding for any
Reimbursement provided to Assignee be from any Impact Fees collected from the
Assignor Retained Property and Assignee's reimbursement of any Impact Fees shall be
limited to any Impact Fees collected from development of the Assignee Property. If
Assignor has elected to construct any of the Phase 1 Improvements as permitted under
the terms of the Development Agreement, then the source of funding for any
Reimbursement provided to Assignor may be from Impact Fees collected from
development of both the Assignee Property and the Assignor Property. Except to the
extent of any Reimbursements due to Assignor if Assignor has elected to construct any
of the Phase I Improvements as permitted under the terms of the Development
Agreement (as described in the preceding sentence), the source of funding for any
Reimbursement provided to Assignor will not be from Impact Fees collected from
development of the Assignee Property.
3. Notwithstanding any statement to the contrary herein, in the event that Assignor elects to
complete or cause the completion of any of the Phase I Improvements pursuant to the terms of
the Development Agreement, then all rights to Reimbursement for such Phase 1 Improvements
constructed by Assignor and any and all reimbursements and right to receivables under the SIA
for such Phase 1 Improvements shall revert to Assignor and Assignee shall have no rights to
any such reimbursement or receivables under the SIA. In such an event, (i) Assignor shall
provide notice to the City and to Assignee that it is electing to complete or cause the completion
of such Phase 1 Improvements (such notice to Assignee, in accordance with the Development
Agreement); and (ii) Assignor and Assignee agree to execute a termination instrument
terminating this Assignment as to any such Phase I Improvements. Further, Assignor retains all
rights to Reimbursement and receivables for the Phase 2 Roadway Improvements and the Phase
2 Sanitary Sewer Improvements.
4. Assignee hereby accepts the assignment of the Assigned Interests and agrees, from and after the
Effective Date, to assume, discharge and be bound by the SIA to the extent the SIA applies or
relates to the Assigned Interests, provided, however, it is understood and agreed that if Assignee
fails to perform any of such obligations under the SIA, the sole and exclusive remedies of Assignor
as a result of such default are set forth in the Development Agreement.
5. In accordance with Section 7.4 of the SIA, the requisite written notice of this Assignment was
provided to the City. Assignor has or will provide, written notice to the City to designate the
Assignee as a payee and to provide the City with Assignee's notice address for purposes of
Section 4 and Section 9.3 of the SIA. Assignee's notice address as of the Effective Date for
purposes of Section 4 and Section 9.3 of the SIA is as follows:
Meritage Homes of Texas, LLC
8840 Cypress Waters Blvd., Suite 100
Coppell, Texas 75019
Attn: Frank Su
email: frank.su@meritagehomes.com
with a copy to:
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
— Page 3 —
Meritage Homes Corporation
18655 North Claret Drive, Suite 400
Scottsdale, Arizona 85255
Attn: Jay Berryman
email: iay.berrymanCa meritagehomes.com
Assignee shall not cause or permit any event or omission to occur on the Assignee Property or in
construction of any of the Phase 1 Improvements that would cause the Assignor to breach or default
under the SIA. Assignor shall not cause or permit any event or omission to occur on the Assignor
Property or in construction of any of the Phase 1 Improvements that would cause the Assignee to
breach or default under the SIA. Notwithstanding the foregoing, if it is alleged that Assignee or
Assignor has breached the terms and provisions of this Section 6, the sole and exclusive remedies
of the other party as a result of any such breach are set forth in the Development Agreement and in
no event or circumstance does the non -breaching party have a separate remedy under this
Assignment.
Assignor and the City may not modify, amend or otherwise revise any provision of the SIA
without the prior written consent of Assignee, unless it has no adverse impact on the Assignee
Property or the Assigned Interests.
8. In the event either party hereto (the "Possession Parry") receives any Reimbursements on or
following the Effective Date which should have been delivered to the other party, the Possession
Party shall deliver the Reimbursement to the correct party within five (5) business days of
receipt; provided that, if other party has not provided adequate information for the delivery of
Reimbursement as of the date that the Possession Party receives such Reimbursement, the
Possession Party shall deposit such Reimbursements within five (5) business days of receipt of
the necessary account or other delivery information from the other party.
9. This Assignment binds and constitutes a covenant running with the Assignee Property. In
accordance with Section 8.1 of the SIA, this Assignment shall be recorded in the Real Property
records of Collin County, Texas. When recorded, this Assignment shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns, shall be binding upon
and inure to the benefit of the Assignee Property, and shall form a part of any other requirements
for development within the Assignee Property, as applicable. Notwithstanding the foregoing,
this Assignment shall not bind or encumber any residential lot or residence located on the
Assignee Property that is sold to a third party homeowner.
10. Assignee will, upon request from Assignor, and Assignor will upon request from Assignee,
without further consideration, execute, acknowledge and deliver or cause to be executed,
acknowledged and delivered all such further documents necessary or proper to evidence or
effect this Assignment, including such documents as may be requested by the City in order to
confirm payment of a Reimbursement to the correct party. Assignor and Assignee agree to
cooperate and may each interface with the City directly with respect to each party's respective
rights and obligations (e.g., to clarify that any Reimbursement rightfully due to Assignee may
be paid directly to Assignee and any Reimbursement rightfully due to Assignor may be paid
directly to Assignor).
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
— Page 4—
11. If any litigation between Assignor and Assignee arises out of the obligations of the parties under
this Assignment or concerning the meaning or interpretation of any provision contained herein,
the non -prevailing party shall pay the prevailing party's costs and expenses of such litigation
including, without limitation, reasonable attorneys' fees.
12. This Assignment may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same instrument.
13. This Assignment is not intended to create, nor shall it be in any way interpreted or construed to
create, any third party beneficiary rights in any person not specifically benefitted by the terms
and provisions hereof.
14. All parties covenant that they possess all necessary capacity and authority to sign and enter into
this Assignment. All individuals signing this Assignment for a party who is a corporation, a
partnership, or other legal entity covenant that they have the necessary capacity and authority
to act for, sign, and bind the respective entity or principal on whose behalf they are signing.
15. Signed copies of this Assignment exchanged by facsimile transmission or electronic portable
document format (pdf) signatures via email shall be binding as if the same were an original
signature.
[SIGNATURE PAGE(S) ATTACHED]
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
— Page 5 —
IN WITNESS WHEREOF, the parties have caused this Assignment to be executed effective as of
the Effective Date.
ASSIGNOR:
SKORBURG ACQUISITIONS LLC,
a Texas limited liability company
Adam Buczek, President
THE STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on the day of , 2023, by Adam
Buczek, President of Skorburg Acquisitions LLC, a Texas limited liability company, on behalf of said
company.
Notary Public in and for the State of Texas
[Signatures continue on following page.]
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
- Signature Page -
ASSIGNEE:
MERITAGE HOMES OF TEXAS, LLC,
an Arizona limited liability company
By:
Name:
Title:
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on the day of 2023, by
, the of Meritage Homes of Texas, LLC, an Arizona limited
liability company, on behalf of said company.
Notary Public in and for the State of
Exhibit A Restated Skorburg Anna Ranch Subdivision Improvement Agreement
Exhibit B Property
Exhibit C Assignee Property
Exhibit D Assignor Retained Property
PARTIAL ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
- Signature Page -
October 3, 2023
VIA COURIER
City of Anna, Texas
I I I N. Powell Parkway
Anna, Texas 75409
Attn: Ryan Henderson, City Manager
City of Anna Municipal Complex
120 W. 7th Street
Anna, Texas 75409
Attn: Ryan Henderson, City Manager
Wolfe, Tidwell & McCoy, LLP
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, TX 75034
RE: Notice regarding the assignment of that certain Restated Skorburg Anna Ranch Subdivision
Improvement Agreement, by and between the City of Anna, a home -rule municipality in Collin
County, Texas (the "C") and Skorburg Lot Development, LLC, a Texas limited liability
company (the "Developer'), dated effective as of June 27, 2023, recorded in the real property
records of Collin County, Texas as Document No. 2023000078222 on July 12, 2023 (the "SIX'),
from Developer to Skorburg Acquisitions LLC, a Texas limited liability company (the
"Developer Affiliate") (the "Assignment"). All capitalized terms used in this letter and not
otherwise defined herein shall have the meanings given to them in the SIA.
To Whom It May Concern:
This letter constitutes the Developer's requisite notice under Section 7.4 of the SIA that it is
assigning, transferring, selling and conveying all of its rights, title and interest in, to and under the SIA,
including all of its rights, responsibilities and obligations, to the Developer Affiliate, an affiliate of the
Developer. Such Assignment shall occur no earlier than October 24, 2023, which is fifteen (15) business
days following the date this letter shall be deemed received by the City under Section 9.3 of the SIA. For
your convenience, the form of Assignment is attached hereto.
From and after the effective date of the Assignment, all future notices required pursuant to the
SIA to be sent to Developer should be sent to the address below and the payee under Section 4 of the SIA
shall be updated to the below:
Skorburg Acquisitions LLC
8214 Westchester, Suite 900
Dallas, Texas 75225
Attn: Adam Buczek and Adam Shiffer
Phone: (214) 888-8843
Email: abuczeknskorburgcompanv.com;
ash iffer(a) skorburgcompany.com
with copy to: Winstead PC
Attn: Laura Hoffmann
2728 N. Harwood Street, Suite 500
Dallas, Texas 75201
The below signatories each hereby certify that he is a duly authorized representative of the
applicable entity.
Sincerely,
SKORBURG LOT DEVELOPMENT, LLC,
a Texas limited liability company
By
Adam Bucz c, President
SKORBURG ACQUISITIONS LLC,
a Texas limited liability company
By:
Adam BucZA1 President
EXHIBIT A
FORM OF ASSIGNMENT
[See attached.]
NOTICE OF ASSIGNMENT OF THE RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
EXHIBIT A
WHEN RECORDED, RETURN
TO:
Laura Hoffmann, Esq. TO BE RECORDED IN THE
Winstead PC REAL PROPERTY RECORDS OF
500 Winstead Building COLLIN COUNTY, TEXAS
2728 N. Harwood Street
Dallas, Texas 75201
ASSIGNMENT AND ASSUMPTION OF
RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG ANNA RANCH
SUBDIVISION IMPROVEMENT AGREEMENT (this "Assignment") is made as of the 301 day of
September, 2023 (the "Effective Date"), by and between SKORBURG LOT DEVELOPMENT, LLC,
a Texas limited liability company ("Assignor") and SKORBURG ACQUISITIONS LLC, a Texas
limited liability company ("Assignee").
RECITALS:
A. Assignor is a party to that certain Restated Skorburg Anna Ranch Subdivision
Improvement Agreement, by and between the City of Anna, a home -rule municipality in Collin County,
Texas (the "City") and Assignor, dated effective as of June 27, 2023, recorded in the real property records
of Collin County, Texas as Document No. 2023000078222 on July 12, 2023, a copy of which is attached
hereto as Exhibit A and made a part hereof for all purposes (the "SIA").
B. Pursuant to Section 7.1 of the SIA, the obligations, requirements, or covenants to develop
the Property (as defined in the SIA) shall be freely assignable, in whole or in part, to any affiliate or
related entity of Assignor without the prior written consent of the City. Additionally, any receivables due
under the SIA may be assigned by Assignor without the consent of the City, but upon written notice to the
City in accordance with the terms of the SIA.
C. Assignee is an affiliate of the Assignor.
D. Assignor and Assignee desire, intend and agree that all of Assignor's right, title and
interest in and to the SIA, including all rights and obligations thereunder, shall be sold, transferred,
assigned and conveyed to and binding upon Assignee and that Assignee shall assume and agree to fulfill,
discharge and be bound by all of the obligations, rights, title and interests of Assignor contained therein.
Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the SIA.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further
consideration of the provisions, covenants and agreements hereinafter set forth, the parties agree as
follows:
1. Assignment by Assignor. As of the Effective Date, Assignor hereby sells, transfers,
assigns and conveys to Assignee all of Assignor's right, title and interest in the SIA, including without
limitation all of Assignor's responsibilities, obligations, requirements and covenants with respect to the
Property under the SIA and all of Assignor's rights to receivables due under the SIA.
2. Acceptance of Assignment. Assignee hereby accepts the assignment of the SIA as set
forth in Section 1 herein and agrees, from and after the Effective Date, to assume, discharge and be bound
ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
— Page I—
by the SIA and all of the terms of the SIA, in their entirety and to keep, perform and fulfill all of the
Assignor's duties, obligations, requirements, and covenants contained in the SIA.
3. Notice. In accordance with Section 7.4 of the SIA, the requisite written notice of this
Assignment was provided to the City. Assignor has or will provide, written notice to the City to
designate the Assignee as a payee and to provide the City with Assignee's notice address for purposes of
Section 4 and Section 9.3 of the SIA. Assignee's notice address as of the Effective Date for purposes of
Section 4 and Section 9.3 of the SIA is as follows:
Developer: Skorburg Acquisitions LLC
8214 Westchester, Suite 900
Dallas, Texas 75225
Attn: Adam Buczek and Adam Shiffer
Phone: (214) 888-8843
Email: abuczekna skorburgcompany.com; ashiffer(cskorburgcompany.com
with a copy to: Winstead PC
2728 N. Harwood Street, Suite 500
Dallas, Texas 75201
Attn: Laura Hoffmann
Phone: (214) 745-5693
E-mail: Ihoffmann@winstead.com
4. Indemnity. Assignee hereby unconditionally indemnifies and agrees to defend and hold
Assignor free and harmless from and against any and all conditions, losses, costs, damages, claims,
liabilities, demands or obligations, of any kind or nature whatsoever (including reasonable attorneys' fees)
(collectively, the "Losses") resulting to, imposed on, or incurred by Assignor accruing from and after the
Effective Date in connection with the SIA, except, in each case, to the extent any such Losses arise as a
result of Assignor's willful misconduct, fraud or gross negligence. Assignor hereby unconditionally
indemnifies and agrees to defend and hold Assignee free and harmless from and against any and all
Losses resulting to, imposed on, or incurred by Assignee, accruing before the Effective Date in
connection with the SIA, except, in each case, to the extent any such Losses arise as a result of Assignee's
willful misconduct, fraud or gross negligence. Nothing in this Assignment shall be deemed to deprive any
Assignor or Assignee of any rights or remedies provided to it elsewhere in this Assignment or otherwise
available to it under law or in equity.
5. Additional Documents. Assignee will, upon request from Assignor, and Assignor will
upon request from Assignee, without further consideration, execute, acknowledge and deliver or cause to
be executed, acknowledged and delivered all such further documents necessary or proper to evidence or
effect this Assignment.
6. Attorneys' Fees. If any litigation between Assignor and Assignee arises out of the
obligations of the parties under this Assignment or concerning the meaning or interpretation of any
provision contained herein, the losing party shall pay the prevailing parry's costs and expenses of such
litigation including, without limitation, reasonable attorneys' fees.
7. Multiple Counterparts. To facilitate execution, this instrument may be executed in as
many counterparts as may be convenient or required. It shall not be necessary that the signature or
acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any
party, or the acknowledgment of such party, appear on each counterpart. All counterparts shall
collectively constitute a single instrument. It shall not be necessary in making proof of this instrument to
ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
— Page 2—
produce or account for more than a single counterpart containing the respective signatures of, or on behalf
of, and the respective acknowledgments of, each of the parties hereto. Signed copies of this Assignment
exchanged by facsimile transmission or electronic portable document format (pdf) signatures via email
shall be binding as if the same were an original signature.
8. No Third Parties Beneficiaries. This Assignment is not intended to create, nor shall it
be in any way interpreted or construed to create, any third party beneficiary rights in any person not
specifically benefitted by the terms and provisions hereof.
9. Authority. All parties covenant that they possess all necessary capacity and authority to
sign and enter into this Assignment. All individuals signing this Assignment for a party who is a
corporation, a partnership, or other legal entity covenant that they have the necessary capacity and
authority to act for, sign, and bind the respective entity or principal on whose behalf they are signing.
10. Recordation. This Assignment binds and constitutes a covenant running with the
Property. In accordance with Section 8.1 of the SIA, this Assignment shall be recorded in the Real
Property records of Collin County, Texas. When recorded, this Assignment shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns, and shall be binding upon and
inure to the benefit of the Property.
11. Governing Law. This Assignment shall be governed by, and construed in accordance
with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Texas.
12. Severability. In case any one or more of the provisions contained in this Assignment
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision hereof, and this Assignment shall be construed as
if such invalid, illegal or unenforceable provision had never been contained herein.
13. Entire Aereement. This Assignment contains the entire agreement between the parties
relating to the rights herein granted and the obligations herein assumed. Any or all representations or
modifications concerning this instrument shall be of no force and effect except for a subsequent
modification in writing signed by the parties hereto.
[SIGNATURE PAGE(S) ATTACHED]
ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
— Page 3—
IN WITNESS WHEREOF, the parties have caused this Assignment to be executed effective as of
the Effective Date.
ASSIGNOR:
SKORBURG LOT DEVELOPMENT, LLC,
a Texas limited liability company
Adam Buczek, President
THE STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the day of 2023, by Adam
Buczek, President of Skorburg Lot Development, LLC, a Texas limited liability company, on behalf of
said company.
Notary Public in and for the State of Texas
[Signatures continue on next page]
ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
— Assignor Signature Page —
ASSIGNEE:
SKORBURG ACQUISITIONS LLC,
a Texas limited liability company
Adam Buczek, President
THE STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the day of 2023, by
Adam Buczek, President of Skorburg Acquisitions LLC, a Texas limited liability company, on behalf of
said company.
Notary Public in and for the State of Texas
Exhibit A Restated Skorburg Anna Ranch Subdivision Improvement Agreement
ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
— Assignee Signature Page —
EXHIBIT A
TO ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG ANNA RANCH
SUBDIVISION 1WROVEMENT AGREEMENT
Restated Skorburg Anna Ranch Subdivision Improvement Agreement
(see attached)
ASSIGNMENT AND ASSUMPTION OF RESTATED SKORBURG
ANNA RANCH SUBDIVISION IMPROVEMENT AGREEMENT
— Exhibit A — Page 1 —