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HomeMy WebLinkAboutRes 2023-09-1539 Park Dev Fee Agreement- Skorburg Aquisitions LLCCITY OF ANNA, TEXAS RESOLUTION NO. 26 A 5 - O 9 -15 39 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PARK DEVELOPMENT FEE AGREEMENT WITH SKORBURG AQUISITIONS, LLC FOR THE DESIGN AND CONSTRUCTION OF A PUBLIC PARK, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Developer desires to develop certain real property in Collin County, Texas, composed of approximately 170.392 acres of land located entirely within the corporate limits of the City; and, WHEREAS, the Developer desires to dedicate approximately 28-acres of real property to the City of Anna for use as a public park with approval of the City of Anna Park Board; and, WHEREAS, the Developer desires to utilize Park Development Fees generated by the proposed 170.392 acre development to design and construct park amenities on the 28- acre dedication property for use by the public; and, WHEREAS, the City Council of the City of Anna finds that the proposed park land dedication and proposed park amenities meet the intent of the City of Anna Park Master Plan and the City of Anna Strategic Plan; and, WHEREAS, the Developer agrees to work with the City of Anna Park Board to finalize and prioritize the list of base park amenities and add -alternate park amenities during the design process; and, WHEREAS, the developer has agreed to meet certain timelines and deadlines for the design and construction of the park amenities as outlined in the agreement attached hereto as Exhibit "A;" and, WHEREAS, the City of Anna agrees to the Developer's use of Park Development Fees generated by the development of the 170.392 acre tract for the design and, construction of park amenities on the 28-acre dedication property for use by the public, in an amount not to exceed $1,972,500.00; 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 Park Fee Development Agreement in a form approved by the City Attorney. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this J ° 4h day of September, 2023. City Secretary, Carrie Land APPROVED: Mayor, Nate Pike Exhibit A (see Park Fee Development Agreement) PARK FEE DEVELOPMENT AGREEMENT This Park Fee Development 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 ACQUISMONS LLC, a Texas limited liability company (the "Developer"). WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject matter specifically set forth herein and that this Agreement shall supersede any previous agreement between the Parties regarding the subject matter hereof; and WHEREAS, Developer desires to develop certain real property in Collin County, Texas, composed of approximately 170.394 acres of land located entirely within the corporate limits of the City, more particularly described in Exhibit A attached hereto and incorporated ! herein for all purposes (the "Property"); and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION I RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by the Parties. SECTION 2 DEFINITIONS Add -Alternate Park improvements means park improvements identified in Section 4(a)(2)(ii) which the City may design and construct, as further detailed in Section 4(a) herein. Base Park Improvements means park improvements identified in Section 4(a (2)(i) which the Developer shall design and include in the construction scope for the Park Improvements. These improvements are anticipated to be within the Maximum Project Cost and are required to be constructed as a part of the Park Improvements pursuant to the terms of this Agreement. City Code means the Anna City Code of Ordinances. City Manager means the current, acting, or interim City Manager of the City of Anna or a person designated to act on behalf of the City Manager with respect to this Agreement if the designation is in writing and signed by the current or acting City Manager. City Regulations mean City Code provisions, ordinances, design standards, and uniform codes, duly adopted by the City. Developer's Design and Construction Cost, with respect to the Park Improvements, means: the dollar amount actually paid by or on behalf of Developer for design and construction of the Park Park Development Fee Waiver Agreement-- Page 1 Improvements, including but not limited to costs for engineering, design, land surveying, permitting, construction, materials, supplies, labor, landscaping, grading, testing, financing, and all costs related in any manner to design and construction of the Park Improvements excluding City inspection fees. Developer's Design and Construction Cost shall include, but not be limited to, the items listed in the cost breakdown attached hereto as Exhibit C. City inspection fees shall not be included in Developer's Design and Construction Cost. Effective Date has the meaning ascribed to that term in Section 5 herein. 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 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 mmmuze the impact and delays caused by such force majeure condition. Maximum Project Cost is $1,972,500.00. Park Dedication has the meaning ascribed to that term in Section 4(a)(1). Park Development Fee shall have the meaning ascribed to that term in Section 4(b)(1). Park Improvements means design, surveying, testing, site excavation, and construction of the Base Park Improvements, and any other improvements constructed by or on behalf of Developer in conjunction with such improvements on that land subject to the Park Dedication and in accordance with construction plan(s) approved by the City in accordance with the City Regulations. SECTION 3 GENERAL PROVISIONS (a) Documentation of Actual Amount Paid. Once Developer completes the Park Improvements or a portion thereof, Developer shall provide the City Manager with documentation reasonably Park Fee Development Agreement - Page 2 acceptable to the City Manager evidencing Developer's Design and Construction Cost, which may consist of actual receipts of Developer's Design and Construction Cost or other evidence substantiating such actual costs (the "Evidence of Payments"). The City Manager shall review the Evidence of Payments and shall approve or deny Developer's Design and Construction Cost (or portion thereof as shown in the Evidence of Payments) within fifteen (15) calendar days of receipt thereof (which approvals shall not be unreasonably withheld). If the City Manager denies any of the costs, the City Manager shall provide a detailed explanation. If the City Manager takes no action within such fifteen (15) day period, the documentation and Developer's Design and Construction Cost set forth in such Evidence of Payments shall be deemed approved. Upon approval (or deemed approval) of Developer's Design and Construction Cost set forth in the Evidence of Payments, the City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Park Improvements (or portion thereof, as applicable). Developer may complete the Park Improvements in phases and may submit separate Evidence of Payments for separate phases, in its discretion. If Developer elects to submit separate Evidence of Payments for separate phases, the City will approve such Evidence of Payments in phases and accept the Park Improvements in phases. (b) 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 City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer's engineer, its officers, agents, servants or employees, it being the intent of the Parties that approval) by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed and that the design plans and specifications meet the requirements of the City Regulations. (c) Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when the Park Improvements are under design: (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 Emits of liability for bodily injury, death and property damage of not less than $1,000,000.00. 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. Bests Key Rating Guide and ,licensed to do business in the State of Texas; (H) name the City as an additional insured; and i (iii) contain a waiver of subrogation -endorsement in favor of the City. Upon the execution of design contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City, shall receive written notice of such cancellation, non -renewal or modification. Park Fee Development Agreement - Page 3 (d) Indemnification and Hold Harmless. DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING; WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND RELATED EXPENSES, EXPERT WITNESS FEES AND RELATED EXPENSES AND OTHER �w��re^.rtr nn A IkrT IM71*1rl A lk"m 1'1T* A TT71 TVDTVTV01 0% A DTQTWt-q ^irrrI fw ^iD TN OTHERWISE WRONGFUL ACTS OR OMISSIONS OF DEVELOPER, ITS AGENTS, SERVANTS, CONTRACTORS SUBCONTRACTORS MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN OF THE PARK IMPROVEMENTS, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE CITY'S ACCEPTANCE OF THE PARK IMPROVEMENTS. IF THE PARK IMPROVEMENTS ARE CONSTRUCTED BY DEVELOPER AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DESIGN OF THE PARK IMPROVEMENTS BY DEVELOPER AND THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND DEVELOPER DEVELOPER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY UNDER THIS AGREEMENT. NOTWITHSTANDING THIS PROV 1SIVN UK ANY OTHER PROVISION OF THIS AGREEMENT, DEVELOPER SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR THE CTTY'S OR ITS AGENTS', EMPLOYEES', REPRESENTATIVES', OFFICIALS' OR CONTRACTORS' OWN NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS INDEMNIFICATION AND HOLD HARMLESS PROVISION RuAT I . MIN APPLY TO DEVELOPER IF DEVELOPER CONSTRUCTS THE PARK IMPROVEMENTS. SECTION 4 PARK DEDICATION, IMPROVEMENTS, AND REIMBURSEMENT (a) Developer Obligations; Construction of Park Improvements. (1) In full satisfaction of any owner or developer of the Property's obligations under Section 9.02.135 of the City Code to dedicate land and/or make a payment of cash in lieu of land Park Fee Development Agreement - Page 4 dedication, Developer shall dedicate approximately 24.499 of land to the City identified on Exhibit A as the "Park Dedication Area", in the general location along E. Foster Crossing Road labeled as "Park Dedication Area" on Exhibit B-2 hereto to be used for a public park ("Park Dedication'). The Park Dedication shall be the only park land dedication required by the City for any development on the Property and shall fully satisfy Developer's park land dedication requirements (or cash in lieu) under the City Code for the entirety of the Property. The Park Dedication shall be provided to the City as part of the final plat for the portion of the Property adjacent to the area subject to the Park Dedication. (2) As a condition to receipt of the Reimbursement set forth herein, Developer agrees to design and construct the Base Park Improvements as listed below and more particularly described in Exhibit B-1 attached hereto. For the avoidance of doubt, the design and layout of the Park Improvements as shown on Exhibit B-1 is conceptual in nature and Developer shall not be held to this exact design. Developer may make changes to the design of the Park Improvements from the design shown on Exhibit B-1 so long as Park Improvements contain the Base Park Improvements. If the Developer's Design and Construction Cost for the Base Park Improvements is less than the Maximum Project Cost, then the Developer agrees to make a payment to the City in an amount equal to the Maximum Project Cost less the Developer's Design and Construction Cost for the Base Park Improvements (the "Park Improvement Payment'). Notwithstanding any statement to the contrary herein, the Developer shall not be required to make any Park Improvement Payment if the Developer's Design and Construction Cost for the Base Park Improvements equals or exceeds the Maximum Project Cost. The City will use the Park Improvement Payment to construct certain additional improvements to the area subject to the Park Dedication, referred to herein as the "Add -Alternate Park Improvements". The Add -Alternate Park Improvements are listed and ranked from most to least desirable in subsection (ii) below — with (a) being the most desirable and (d) being the least desirable. The City may construct all or a portion of the Add -Alternate Park Improvements in order of the ranking in the list below. By way of example, if only one of the Add -Alternate Park Improvements fits within the amount of the Park Improvement Payment, then the City will construct the south parking lot with the funds; from the Park Improvement Payment. Or, by way of a second example, if only two of the Add -Alternate Park Improvements fit within the amount of the Park Improvement Payment, then the City will construct the south parking lot and the trails to the south parking lot. The City may construct the Add -Alternate Park Improvements at such time as the City deems desirable. For the avoidance of doubt, the Developer shall not be required to construct any Add -Alternate Park Improvements. i. Base Park Improvements (a) Northern parking lot as generally shown on Exhibit B-1; (b) Restroom; (c) Pavilion; Park Fee Development Agreement - Page 5 (d) Playground; (e) One or more soccer field(s); (f) A trail going from east to west of the land subject to the Park Dedication; ii. Add -Alternate Park Improvements (a) South parking lot as generally shown on Exhibit: B-1; (b) Trails connecting to the south parking lot; (c) One or more pickleball/tennis court(s); (d) One or more volleyball court(s) (3) Timing for design and construction of the Park Improvements. i. Developer agrees to commence design of the Park Improvements within 120 days of execution of this Agreement. For purposes of this Agreement, Developer shall be considered to "commence design" of the Park Improvements when Developer executes a contract with an engineer and/or architect for design of the Park Improvements and provides notice to such engineer and/or architect to commence design. ii. The northern parking lot as generally shown on Exhibit B-1, the restroom, and a trail from east to west through the land subject to the Park Dedication shall be completed prior to occupancy of the fiftieth (50th) single-family dwelling unit on the Property. The pavilion, playground, and one or more soccer fields shall be completed prior to occupancy of the one -hundredth (1100th) single- family dwelling unit on the Property. (4) For the avoidance of doubt, the City agrees that completion of the Park Improvements (or any portion thereof) shall not be a condition to any plat approval for the Property (or portion thereof), approval of construction plans, building permits, acceptance of on -site public improvements, or any other approval required for the Developer to begin construction on the Property and complete development of the Property (or portion thereof). (5) Notwithstanding any provision in this Agreement to the contrary, Developer has no obligation hereunder to construct all or any portion of the Park Improvements; however, construction of the Park Improvements in accordance with the terms hereof is a condition precedent to receipt of the Reimbursement (defined herein). Park Fee Development Agreement - Page 6 (b) City Obligations. (1) The City agrees to reimburse Developer from the park development fees (set forth in Section 9.02.135 of the City Code) ("Park Development Feels)') already paid or to be paid for any development within the Property, as applicable, in an amount equal to the actual Developer's Design and Construction Cost for the Park Improvements plus the amount of the Park Improvement Payment (if any), which amount shall not to exceed the actual Park Development Fees collected by the City for development within the Property (including all portions of the Property and all development types, e.g., single-family and multi -family) (the "Reimbursement"). In order to receive the Reimbursement, Developer shall comply with Section 3 a) herein. The City will provide the Reimbursement to Developer within the 30 days of receipt of any Evidence of Payments (so long as Park Development Fees have been collected for development within the Property). If sufficient Park Development Fees have not been collected to reimburse Developer for all of Developer's Design and Construction Cost included in an Evidence of Payments and the amount of any Park Improvement Payment, then the City will provide any remaining Reimbursement due and owing to Developer immediately upon collection of any additional Park Development Fees for development within the Property. For the avoidance of doubt, the Reimbursement will be paid in phases if the Developer chooses (in its discretion) to submit the Evidence of Payments in phases as it constructs the Park Improvements. (2) Notwithstanding Section 4(b)(1) above, the Reimbursement authorized by this Agreement shall be null and void if the Developer fails to complete the design and construction of the Park Improvements by December 31, 2027, subject to Force Majeure. (c) Ownership and Acceptance. Upon dedication of the Park Dedication, the City will accept the Park Dedication and will own, maintain, and operate the land subject to the Park Dedication. Upon completion of any of the Park Improvements constructed by or on behalf of Developer, or portion thereof, the City will accept such Park Improvements. The Developer will provide the Park Improvement Payment to the City (if required pursuant to Section 4(a)(2) herein) upon the City's acceptance of all of the Park Improvements constructed by or on behalf of Developer. For the avoidance of doubt, the Park Improvements may be completed and accepted in phases, in Developer's discretion. All of the Park Improvements 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 the Park Improvements. Upon completion of construction of any of the Park Improvements, the City shall maintain and operate the Park Improvements. Any future capital improvements for the Park Improvements or development of the land subject to the Park Dedication will be made at the City's expense and discretion, and Developer shall not be required to pay for or provide any improvements other than the initial design and construction of the Park Improvements described herein. If the Park Dedication occurs prior to completion of construction of any of the Park Improvements, the City agrees to provide any easements needed by Developer to facilitate Developer's ability to construct such remaining Park Improvements. Park Fee Development Agreement - Page 7 SECTION 5 EFFECTIVE DATE The "Effective Date" of this Agreement is the date that the last of the Parties' signatures to this Agreement is fully and properly affixed to this Agreement and acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until all Parties have duly executed this Agreement. SECTION 6 TERNUNATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement. SECTION 7 SUCCESSORS AND ASSIGNS (a) All obligations and covenants under this Agreement shall bind Developer and its successors and assigns. (b) This Agreement shall be assignable, in whole or in part, to future owners of all or a portion of the Property, any affiliate or related entity of Developer, or any lien holder for all or a portion of the Property, without the prior written consent of the City but upon written notice to the City. Except as otherwise provided in this Section, this Agreement shall not be assigned by 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 Reimbursement due to Developer pursuant to 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. SECTION 8 NUSCELLANEOUS PROVISIONS (a) Authority to execute contract. The undersigned officers and/or agents of the Parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties hereto, and each Party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. (b) Events of Default. No Parry 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 nature of the alleged failure, but in no event less than thirty (30) days 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). The cure period for any monetary obligations shall be limited to 10 calendar days. Notwithstanding the foregoing, except for monetary obligations, no Party shall be in default under this Agreement if, within the applicable cute period, the Park Fee Development Agreement - Page 8 Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. (c) 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 Parry's obligations under this Agreement. (d) Notice. All notices, demands or other communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt or three (3) days after the same are given by hand delivery or deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, addressed to the Parties at the addresses set forth below or at such other addresses as such Parties may, designate by written notice to the other Parties in accordance with this notice provision. If to the City: City of Anna Attn: City Manager P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Developer: Skorburg Acquisitions LLC Attn: Adam Buczek and Adam Shiffer 8214 Westchester, Suite 900 Dallas, TX 75225 With a copy to: Winstead PC Attn: Laura Hoffmann 2728 N. Harwood St., Suite 500 Dallas, TX 75201 (e) 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 8(d), 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. Park Fee Development Agreement - Page 9 (f) Estoppel Certificates. From time to time, upon written request of Developer or any future owner of all or a portion of the Property, 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 outstanding or in default and confirming whether this Agreement is still in effect. (g) 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 all Parties expressly amending the terms of this Agreement. (h) Applicable Law and Venue. This Agreement shall be performable and all compensation payable in Collin County, Texas. Venue and exclusive jurisdiction under this Agreement lies in a court of competent jurisdiction in Collin County, Texas. (i) Severability. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force and effect and the unlawful provision shall be replaced with a provision as similar in terms and effect to such unlawful provision as may be valid, legal and enforceable. (j} Representation. Each signatory representing this Agreement has been read by the party for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. (k) Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. (1) Waiver. Waiver by any Party or any breach of this Agreement, or the failure of any Party to enforce any of the provisions of this Agreement, at any time shall not in any way affect, limit or waive such Parry's right thereafter to enforce and compel strict compliance of the Agreement. ' (m) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. (n) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (o) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. Park Fee Development Agreement - Page 10 (p) No Waiver. No waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision or any other agreement among the Parties. No waiver of any provision of this Agreement will be deemed to constitute a continuing waiver unless expressly provided for by written amendment to this Agreement; nor will the waiver of any default under this Agreement be deemed a waiver of any subsequent defaults of the same type. Except as provided herein, nothing herein shall waive any obligations of Developer under applicable City Regulations. (q) 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 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. [SIGNATURE PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Park Fee Development Agreement - Page 11 SKORBURG ACQUISITIONS LLC, a Texas limitecl liability company By:.. -- Name: Title: STATE OF TEXAS COUNTY OF ,A"-15 § LIMY instrument was acknowledged before me on the L �Y of �WL-2023, by �p�lrrt�.`t�xicar7L— , Pp7,o.—jr—of Skorburg Acquisitions LLC, a Texas limited liability company, on behalf of said company. GENA M HEBERT Notary ID My Commission zsion Expipirez ' or April 23, 2024 (SEAL) Park Fee Development Agreement — Signature Page ♦ i� �.=�.1•. ►ate �i s� W- W.rerl I raW M CITY OF ANNA By: y enderson, Interim City Manager IN WITNESS WHEREOF: STATE OF TEXAS W610ZTV010414)_RM1211 PCL Before me, the undersigned notary public, on the 'eZ a day of & p:hCA4 2023, personally appeared AcAUgaprS0A known to me (or proved to me) to be the person whose name is subscribed Yo the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Interim City Manager of the City of Anna, Texas. (:::""'r> , JEOVANNA RUBIO otary Public, State of Texas zi �1 ,oc Notary Public, State of Texas %: /� +�? Comm. Expires 10-03-2026 Notary ID 133995676 Park Fee Development Agreement —Signature Page ATTACHMENTS Exhibit A — The Properly (legal description) Exhibit B-I — Park Improvements Exhibit B-2 — PD Concept Plan (Showing General Location of the Park Dedication) Exhibit C — Cost Estimate (including design and construction) Exhibit D — Park Development Fee Calculation Park Fee Development Agreement — Signature Page EXHIBIT A The Property TRACT J — Park Dedication Area: BEING all that certain tract or parcel of land lying and being situated in Collin County, Texas, a part of the Granderson Stark Survey, Abstract No. 798, 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 Instrument No. 20130218000218460, Official Public Records, Collin County, Texas (O.P.R.C.C.T.) and by Correction Affidavit recorded in Instrument No. 2022000168873, O.P.R.C.C.T., said tract or parcel of land is herein described as follows; COMMENCING at a 5/8-inch iron rod with cap stamped "SEMCO SURVEY" found (controlling monument) at the southwest corner of a 1.58 acre tract of land described in Warranty Deed with Vendors Lien to William and Mary Enox, as recorded in Instrument No. 20190904001084220 (O.P.R.C.C.T.) and the northwest corner of a called 14.304 acre tract of land described in General Warranty Deed to S.G. Johndroe III, Trustee, as recorded in Volume 4810 Page 1989 (D.R.C.C.T.); THENCE South 01 degree 34 minutes 40 seconds West, with the east line of said 171.389 acre tract and the west line of said 14.304 acre tract, a distance of 341.02 feet to a 1/2-inch iron rod with red cap stamped "PJB SURVEYING" (hereafter referred to as "with cap") set at the POINT OF BEGINNING; THENCE South 01 degree 34 minutes 40 seconds West, continuing with the east line of said 171.389 acre tract and the west line of said 14.304 acre tract, a distance of 654.89 feet to a 1/2-inch iron rod with cap set; THENCE South 89 degrees 46 minutes 49 seconds West, departing the east line of said 171.389 acre tract and the west line of said 14.304 acre tract, a distance of 1,316.65 feet to a 1/2-inch iron rod with cap set; THENCE North 00 degrees 13 minutes 11 seconds West, a distance of 157.17 feet to a 1/2-inch iron rod with cap set; THENCE North 11 degrees 31 minutes 47 second West, a distance of 27.00 feet to a 1/2-inch iron rod with cap set; THENCE North 89 degrees 46 minutes 49 seconds East, a distance of 100.20 feet to a 1 /2-inch iron rod with cap set; THENCE North 11 degrees 31 minutes 47 second West, a distance of 75.99 feet to a 1/2-inch iron rod with cap set; THENCE North 00 degrees 13 minutes 11 seconds West, a distance of 465.49 feet to a 1/2-inch iron rod with cap set; THENCE South 89 degrees 46 minutes 49 seconds West, a distance of 120.00 feet to a 1/2-inch iron rod with cap set; THENCE North 00 degrees 13 minutes 11 seconds West, a distance of 150.00 feet to a 1/2-,inch iron rod with cap set; Park Fee Development Agreement — Exhibit A THENCE North 00 degrees 30 minutes 17 seconds East, a distance of 40.00 feet to a 1/2-inch iron rod with cap set; THENCE South 89 degrees 29 minutes 43 seconds East, a distance of 856.35 feet to a 1/2-inch iron rod with cap set; THENCE South 00 degrees 30 minutes 17 seconds West, a distance of 80.59 feet to a 1/2-inch iron rod with cap set; THENCE South 67 degrees 10 minutes 46 seconds East, a distance of 216.79 feet to a 1/2-inch iron rod with cap set; THENCE South 26 degrees 19 minutes 36 seconds East, a distance of 82.25 feet to a 1/2-inch iron rod with cap set; THENCE South 88 degrees 25 minutes 20 seconds East, a distance of 285.87 feet to a 1/2-inch iron rod with cap set to the POINT OF BEGINNING and containing 24.499 acres of land. TRACT 2: BEING all that certain tract or parcel of land lying and being situated in Collin County, Texas, a part of the David 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 Instrument No. 20130218000218460, Official Public Records, Colin County, Texas (O.P.R.C.C.T.) and by Correction Affidavit recorded in Instrument No. 2022000168873, O.P.R.C.C.T., said tract or parcel of land is herein described as follows; COMMENCING at a 1/2-inch iron rod found (controlling monument) in road at the intersection of East Foster Crossing Road (by use and occupation, formerly County Road 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 Instrument No. 20121228001650300, O.P.R.C.C.T.; THENCE South 00 degrees 00 minutes 58 seconds East, with said County Road No. 418, a distance of 29.57 feet to a mag nail set at the POINT OF BEGINNING; North 89 degrees 59 minutes 07 seconds East, departing said County Road No. 418, a distance of 2,023.23 feet a 1/2-inch iron rod with red cap stamped "PJB SURVEYING" set in the westerly line of Block 1, Lot 1 CR 421 Substation Addition, an addition to the town of Anna, Collin County, Texas, as recorded in Volume 2013, Page 50 of the Plat Records of Collin County, Texas; THENCE with 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 216.13 feet to a 1/2-inch iron rod with red cap stamped "PJB SURVEYING" set; 2. South 50 degrees 23 minutes 34 seconds West, a distance of 1,200.64 feet to a 1/2-inch iron rod found; 3. South 89 degrees 33 minutes 53 seconds West, a distance of 1,097.84 feet to a mag nail set in County Road No. 418, from which a 1/2-inch iron rod (controlling monument) bears South 00 degrees 00 minutes 22 seconds East, a distance of 20.00 feet, said corner being the Park Fee Development Agreement— Exhibit A 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 Instrument No. 20110721000757730, O.P.R.C.C.T., Exhibit B; THENCE North 00 degrees 00 minutes 58 seconds West, with said County Road No. 418, a distance of 989.39 feet to the POINT OF BEGINNING and containing 37.551 acres of land. Tract 3: BEING all that certain tract or parcel of land lying and being situated in Collin County, Texas, a part of the Gmnderson Stark Survey, Abstract No. 798 and a part of the David E.W. Babb Survey, jAbstract 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 Instrument No. 20130218000218460, Official Public Records, Collin County, Texas (O.P.R.C.C.T.) and by Correction Affidavit recorded in Instrument No. 2022000168873, O.P.R.C.C.T., said tract or parcel of, land is herein described as follows; BEGINNING at a 1/2-inch iron rod (controlling monument) found in road at the intersection of East Foster Crossing Road (by use and occupation, formerly County Road 421) and County Road No. 418 (by use and occupation), 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 Instrument No. 20121228001650300, O.P.R.C.C.T.; THENCE, North 89 degrees 52 minutes 49 seconds East, departing said County Road No. 418 and with said East Foster Crossing Road, a distance of 233.51 feet to a 1 OOD nail found (controlling monument) 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 East Foster Crossing Road, passing at a distance of 711.12 feet, a point for the northeast corner of said 360.545 acre tract and the southeast corner of a called 69.511 acre tract described in Special Warranty Deed to Gehan Homes, as recorded in Instrument No. 20201012001765080 (O.P.R.C.C.T.), continuing and passing at, a distance of 1,872.48 feet a point for the southeast corner of Anna Ranch Phase 1, an addition to the town of Anna, Collin County, Texas, as recorded in Volume 2021, Page 607 of the Plat Records of Collin County, Texas (P.R.C.C.T.), and continuing for a total distance of 2,676.45 feet (2,676.36' deed) to a 5/8-inch iron rod found at the northwest corner of said 171.389 acre tract and the northeast corner of said Anna Ranch Phase 1, and being in the south line of Anna Crossing Phase 2, an addition to the town of Anna, Collin County, Texas, as recorded in Volume 2018, Page 884 (P.R.C.C.T.); THENCE South 87 degrees 50 minutes 40 seconds East, with the north line of said 171.389 acre tract and the south line of said Anna Crossing Phase 2, a distance of 17.27 feet to a point being the southeast corner of said Anna Crossing Phase 2 and the southwest corner of La Paloma Subdivision, an addition to the town of Anna, Collin County, Texas, as recorded in Volume C, Page 418 (P.R.C.C.T.), from which a 5/8- inch iron rod with cap stamped "RPLS 4838" found bears North 82 degrees 23 minutes 03 seconds West, a distance of 1.56 feet; THENCE North 89 degrees 32 minutes 41 seconds East, with the north line of said 171.389 acre tract and the south line of said La Paloma Subdivision, a distance of 2,106.41 feet to the southerly most southeast Park Fee Development Agreement — Exhibit A corner of said La Paloma Subdivision and being the inner ell corner at the northwest corner of a tract of land described in deed to Sherley Partners LTD, as recorded in Instrument No. 99-0093331 (D.R.C.C.T.), from which a 1/2-inch iron rod found bears South 59 degrees 29 minutes 00 seconds West, a distance of 0.77 feet; THENCE South 89 degrees 48 minutes 44 seconds East, with the north line of said 171.389 acre tract and the south line of said Sherley Partners LTD tract, a distance of 16.66 feet to a point being the northeast corner of said 171.389 acre tract and in the west line of said Sherley Partners LTD tract, from which a 1/2-inch iron rod found bears North 13 degrees 42 minutes 33 seconds East, a distance of 0.56 feet; THENCE South 00 degrees 17 minutes 14 seconds West, with the east line of said 171.3891 acre tract and the west line of said Sherley Partners LTD tract, a distance of 350.51 feet to a 3/4-inch iron rod found at the southwest corner of said Sherley Partners LTD tract and the northwest corner of a called 19.99 acre tract of land described in Warranty Deed with Vendors Lien to Michael Boes et ux, Sandra, Boes, as recorded in Volume 2374 Page 624 (D.R.C.C.T.); THENCE South 00 degrees 43 minutes 51 seconds West, with the east line of said 171.389, acre tract and the west line of said 19.99 acre tract, passing at a distance of 436.01 feet the southwest comer of said 19.99 acre tract and the northwest corner of a called 12.094 acre tract descried in General Warranty Deed with Vendor's Lien to Praveen and Pmjna Munipalle, as recorded in Instrument No. 20210208000269940 (O.P.R.C.C.T.), continuing and passing at a distance of 702.21 feet the southwest corner of said 12.094 acre tract and the northwest corner of a 1.59 acre tract of land described in Warranty Deed with Vendors Lien to William and Mary Enox, as recorded in Instrument No. 20190904001084110 (O.P.R.C.C.T.), continuing and passing at a distance of 1,002.51 feet a point being the southwest corner of said 1.59 Enox acre tract and the northwest corner of a called 1.58 acre tract of land described in Warranty Deed with Vendors Lien to William and Mary Enox, as recorded in Instrument No. 20190904001084220 (O.P.R.C.C.T.), and continuing for a total distance of 1,303.32 feet to a 5/8-inch iron rod with cap stamped "SEMCO SURVEY" (controlling monument) found at the southwest corner of said 1.58 acre Enox tract and being the northwest corner of a called 14.304 acre tract of land described in General Warranty Deed to S.G. Johndroe III, Trustee, as recorded in Volume 4810 Page 1989 (D.R.C.C.T.); THENCE South 01 degrees 34 minutes 40 seconds West, with the east line of said 171.389 acre tract and the west line of said 14.304 acre tract, a distance of 341.02 feet to a 1/2-inch iron rod with red cap stamped "PJB SURVEYING" (hereafter referred to as "with cap") set; THENCE North 88 degrees 25 minutes 20 seconds West, departing the east line of said 171.389 acre tract and the west line of said 14.304 acre tract, a distance of 285.87 feet to a 1/2-inch iron rod with cap set; THENCE North 26 degrees 19 minutes 36 seconds West, a distance of 82.25 feet to a 1/2-inch iron rod with cap set; THENCE North 67 degrees 10 minutes 46 seconds West, a distance of 216.79 feet to a 1/2-inch iron rod with cap set; THENCE North 00 degrees 30 minutes 17 seconds East, a distance of 80.59 feet to a 1/2-inch iron rod with cap set; THENCE North 89 degrees 29 minutes 43 seconds West, a distance of 856.35 feet to a 1/2-inch iron rod with cap set; Park Fee Development Agreement — Exhibit A THENCE South 00 degrees 30 minutes 17 seconds West, a distance of 40.00 feet to a 1/2-inch iron rod with cap set; THENCE South 00 degrees 13 minutes 11 seconds East, a distance of 150.00 feet to a 1/2-inch iron rod with cap set; THENCE North 89 degrees 46 minutes 49 seconds East, a distance of 120.00 feet to a 1/2-inch iron rod with cap set; THENCE South 00 degrees 13 minutes 11 seconds East, a distance of 465.49 feet to a 1/2-inch iron rod with cap set; THENCE South 11 degrees 31 minutes 47 seconds East, a distance of 75.99 feet to a 1/2-inch iron rod with cap set; THENCE South 89 degrees 46 minutes 49 seconds West, a distance of 120.20 feet to a 1 /2 inch iron rod with cap set; THENCE South 11 degrees 31 minutes 47 second East, a distance of 27.00 feet to a 1/2-inch iron rod with cap set; THENCE South 00 degrees 13 minutes 11 seconds East, a distance of 157.17 feet to a 1/2-inch iron rod with cap set; THENCE North 89 degrees 46 minutes 49 seconds East, a distance of 1,316.65 feet to a 1/2-inch iron rod with cap set in the east line of said 171.389 acre tract and the west line of said 14.304 acre tract; THENCE South 01 degree 34 minutes 40 seconds West, with the east line of said 171.389 acre tract and the west line of said 14.304 acre tract passing at a distance of a distance of 14.01 feet a 1001) nail found at the southwest corner of said 14.304 acre tract, and continuing for a total distance of 35.02 feet to a mag nail set in said East Foster Crossing Road; THENCE South 89 degrees 46 minutes 58 seconds West, with said East Foster Crossing Road and with the south line of said 171.389 acre tract, passing at a distance of 228.25 feet the northeast comer of Block 1, Lot 1 CR 421 Substation Addition, an addition to the town of Anna, Collin County, Texas, as recorded in Volume 2013, Page 50 (P.R.C.C.T.), and continuing for a total distance of 327.34 feet to a mag nail set, and being the northerly most northwest corner of said CR 421 Substation Addition; THENCE South 00 degrees 02 minutes 05 seconds West, departing said East Foster Crossing Road and with the westerly boundary of said CR 421 Substation Addition, a distance of 36.43 feet to a 1/2-inch iron rod with cap set; THENCE South 89 degrees 59 minutes 07 seconds West, departing the westerly boundary of said CR 421 Substation Addition, a distance of 2,023.23 feet to a mag nail set in said County Road No. 418; THENCE North 00 degrees 00 minutes 58 seconds West, with County Road No. 418, a distance of 29.57 feet to the POINT OF BEGINNING and containing 108.344 acres of land. Park Fee Development Agreement — Exhibit A EXHIBIT B-1 The Park Project (see attached) Park Fee Development Agreement — Exhibit B-1 I I I I I I I I I I I I 1 - \ I I I O O 0 0 0 0 0 _ E. FOSTER CH ------- C80' ROW) - OPIN SPACE CONCEPTPfJW swe r - so• oersvtoza r vim. v..i •��• 'i �^ NNB o•.«•. M0T1M OSP-1 Park Fee Development Agreement — Exhibit B-1 EXHIBIT B-2 PD Concept Plan (see attached) Park Fee Development Agreement Exhibit B-2 _ I 1 ,I I _t" ITEN r x 1 , I n r Park Dedication Area I s s 99= I g it MF3 NA EZONWG NIF t353ACR£$_ I. c I r OC.EICRa Yesln 6isulMl FYr�y. u.c Np.4.NAA., ��• v unlxxl `— -- xx.axo.xnuo�NN �- 2 N ateT. �U?.0 tea= � e u <OM, r y w I R a a w U Z O U CONCEPT PLAN _ �I SKORBURG ANNA RANCH *170.4 ACRES (VACANT LAND) a01 CITY OF CP COLLIN GOYNTY. TAUS Awl fC. Waa Park Fee Development Agreement — Exhibit B-2 EXHIBIT C Breakdown of Costs (see attached) i Park Fee Development Agreement — Exhibit C Anna Ranch Park Development Agreement Budget Construction Cost Desch lion Quantity Unit Unit Price Item Amormt Clearing and Grubbing 1 LS 520,00D.00 520.000 Gmde Work 200M CY SI.00 SS0,00D Erosion Control 1 LS U5,000.00 525,000 Play Ground 1 LS 5175,000.00 5175,0DD Play Ground Drainage I LS 520,0DD.00 520,000 RestroomPavillion 1 LS 5175,OD0.00 5175,000 North Parking Lot Paving 2250 SY 565.00 S146XD North Parking Lot Subgtade Stabilization 26W Sy SCOD 530,400 South Parking Lot Paving 36DO LS 565.00 5234,000 South Paling lot Subgrade Stabilization 4150 LS 54.00 516,600 South Parting Lot Lime(36 IbstSY 1053 TN U25.00 534,223 Parlting Lot Drainage(15°% of Paving Cost) 10% LS 5380,250.00 538,025 Sport Court I LS 565.000AO 565,000 VokieyBall Courts I LS 520,000.00 $20,000 12' Tnil 297SO SF 57.00 SM9,46D ID' Fred 20 M SF S7.DO 514 .,2DD 6 Trail 4500 SF 57.00 531500 24" Culvert Creek Crossing 6 EA Sl500.00 59,000 24" Headwall L EA S' 200.00 526,400 irrigation - Soccer Fields and Disturbed Areas 14 AC 57,000.00 598,000 Hydro.Much- SoccerFiekds and Disturbed Areas 609M AC SO-08 S48,787 Sod/LandseVe:Tm¢ation Budget 87120° SF 51.75 515Z460 SoceerGoals S E.3 56,000.00 548,000 Bonds 1.5'e LS SI826 04.70 527,395 Sub -Total On -Site Hard Costs 51,853,699 Geotechnical Investigation 25 ACRE 5650 S16250 Design Survey L LS S12500 SI2,So0 Tree Sunray 1 LS 58,500 58-500 Eneineerine Desien 2.00o LS 537,074 Engineering Design Total 574,324 Material Testine I LS 518,500 S1SJ00 Construction Stalin_e d Lot Pumin_e I LS S40,D00 540,000 As Built Plans I Ea 510.000 SIOR00 Construction Administration Total S68,500 GRAND TOTAL 51,996,523 Park Fee Development Agreement — Exhibit C 4 ON 11:3 8 a 1 Park Development Fee Calculation Amount Available for Reimbursement Approximate Per Lot from Acres Lots/Units/SF* Reimbursement Single Family Lots Multi -Family South of Foster Crossing *Number of units/lots is an estimate. Park Fee Development Agreement — Exhibit D 4879-7174-2069v.6 19719-125 Item Amount 515 $1,500 $772,500 $1,200,000- 36 600 - 792 $2,000 $1,5849000.00