Loading...
HomeMy WebLinkAboutRes 2023-09-1551 Amended & Restated Subdivision Improvement Agreement- Anna Crossing Partners, LPCITY OF ANNA, TEXAS RESOLUTION NO. 20 23 - Og 1551 A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMNDED AND RESTATED SUBDIVISION IMPROVEMENT AGREEMENT WITH ANNA CROSSING PARTNERS, LP, AND PROVIDENT REALTY ADVISORS, INC., FOR THE DESIGN AND CONSTRUCTION OF PUBLIC WATER AND SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Anna Crossing Partners, LP and Provident Realty Advisors, Inc. are collectively the developers of a multi family development project on State Highway 5 in the City of Anna, Texas; and, WHEREAS, the City of Anna and Anna Crossing Partners, LP entered into a Subdivision Improvement Agreement on or about November 8, 2022 as approved by the City Council with Resolution 2022-11-1306; and, WHEREAS, the City and Developer are seeking to amend and restate the original agreement to include additional on -site and off -site utility infrastructure improvements beyond those identified in the original agreement; and, WHEREAS, the City has determined that the proposed improvements benefit the surrounding properties in addition to the Developer's property; and, WHEREAS, the City of Anna agrees to reimburse the Developer for the water improvement costs with Water Impact Fees in an amount not to exceed $147,684.05; and, WHEREAS, the City of Anna agrees to reimburse the Developer for the sewer improvement costs with Sewer Impact Fees in an amount not to exceed $208,985.15; 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 and fund the project in an amount not to exceed $356,669.20. That funding for the project shall come from Water Impact Fees and Sewer Impact Fees. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 92441 day of September 2023. City Secretary, APPROVE 8 Mayor, Nate Pike (see Subdivision Improvement Agreement) AMENDED AND RESTATED WATERVIEW APARTMENTS SUBDIVISION IMPROVEMENT AGREEMENT This Amended and Restated Waterview Apartments Subdivision Improvement Agreement (this "Agreement") is entered into by and between the CITY OF ANNA, a home-rple municipality in Collin County, Texas (the "CC"), Anna Crossing Partners, LP, a Texas limited partnership, and Provident Realty Advisors, Inc., a Texas corporation (said limited partnership and corporation being referenced collectively as "Developer"), to be effective on the Effective Date. SECTION I RECITALS WHEREAS, Developer and the City previously entered into that certain Subdivision Improvement Agreement (the "Agreement") which the City approved by City of Anna Resolution No. 2022-11-1306 on November 8, 2022 and which Developer executed on or about February 1, 2023; and WHEREAS, this Amendment fully replaces and supersedes the Agreement and the Agreement shall be deemed void as of the Effective Date; and, 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 ("P"); and WHEREAS, Developer owns approximately 20.799 acres of real property located in the City, described by metes and bounds in Exhibit A (the "Property"); and WHEREAS, the Property is zoned as Multi Family — 2 and shall be developed in accordance with said zoning; and WHEREAS, Developer desires to proceed with development of the Properly to be known as Waterview Apartments, as generally described and/or generally illustrated on the Final Plat shown in Exhibit B (the "Final Plat"),; and WHEREAS, the Parties intend that the Property be developed in accordance with Final Plat and 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 construction, and installation of the Public Improvements to be completed by the Developer and dedicated to the City for use and AMENDED AND RESTATED WATERVIEW SUBDIVISION U"ROVMENT AGREENMNT PAGE i 4865-4319-6280.vl maintenance, subject to inspection and acceptance of the Public Improvements in accordance with this Agreement and the City Regulations; and WHEREAS, the Developer has estimated that the costs of the Public Improvements to serve the Property are as set forth as to said Public Improvements in the amounts shown in the Opinion of Probable Cost in Exhibit C and that said total cost is approximately $318,277.59; and WHEREAS, the 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 WHEREAS, the Public Improvements include public water and sanitary sewer improvements that will serve the Property owned by the Developer; and WHEREAS, Developer is willing to construct said improvements, including certain public water and sanitary sewer improvements that will serve the Property and provide for additional capacity in excess of what is necessary to serve the Property (the "Oversized Capacity"); and WHEREAS, the Developer has estimated that the costs necessary to complete the construction of the on -site and off -site public improvements are as set forth in the amounts shown in the Infrastructure — Opinion of Probable Construction Cost in Exhibit C and that said total cost is approximately $356,669.20; and WHEREAS, the Developer shall be obligated to complete and construct public improvements including certain public water and sanitary sewer infrastructure in accordance with the plans and specifications as set forth in Exhibit D and in accordance with the City Development Standards, this Agreement, and other required approvals; and WHEREAS, the City desires to share in the cost of the improvements up to a maximum not -to -exceed amount of $356,669.20, representing the approximate amount of the cost of construction required to provide for the public improvements; 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 ANMNDED AND RESTATED WATERNIEW SUBDIVISION EWROVMENT AGREEMENT PAGE 2 48654319-6280.v1 WHEREAS, the City and Developer understand and acknowledge that the construction of the Public Improvements and related purchasing and contracting under this Agreement are exempt from the competitive sealed bidding procedures of Chapter 252 of the Texas Local Government Code; and WHEREAS, the City recognizes the positive impact the Public Improvements will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state and that this agreement is aiprogram 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: 3.3(a). Agreement means this Waterview Apartments Subdivision Improvement Agreement. CIP Facilities means the water and sanitary sewer infrastructure facilities listed in Section 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 AMENDED AND RESTATED WATERV1Ew SUBDIVISION IMPROVMENT AGREEMENT PAGE 3 4865-4319-6280.v 1 limitation park dedication fees), design standards (including without limitation pavement thickness), and other policies duly adopted by the City; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including without limitation uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction of said phase has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. Developer means the entity(ies) responsible for developing the Property in accordance with this Agreement. Development means The Waterview subdivision on the Property that is the subject of this Agreement. Development Standards mean the design specifications and construction standards permitted or imposed under the City Regulations. 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. Final Plat means the final plat as approved by the City Council for the development of the Property as depicted on Exhibit B. Impact Fees means water impact fees and sanitary sewer impact fees collected by the City for private land development within the City Limits. Mayor means the Mayor of the City of Anna. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Public Improvements mean the improvements listed in Exhibit C and Exhibit D and all other improvements that will be dedicated to and maintained by the City and all other on- and off - site public water and sanitary sewer facilities, along with other public improvements to be constructed by Developer. Public Infrastructure means all water, wastewater/sewer, detention and drainage, 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. The term includes the Public Improvements. Real Property Records of Collin County means the official land recordings of the Collin County Clerk's Office. AMENDED AND RESTATED WATER'VffiW SUBDIVISION IMPROVMENT AGREEMENT PAGE 4 4865-4319-6280.v1 SECTION 3 PUBLIC ]WROWMENTS 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 the Public Improvements. (b) Construction Standards, Inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Public Improvements shall be constructed and inspected, and all applicable fees, including but not limited to Impact Fees (subject to the terms hereof and any applicable credits or reimbursements), permit fees, and inspection fees, shall be paid by 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 the Public Improvements 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 of work, for the construction of any portion of the Public Improvements that have not been awarded. (d) Ownership. All of the Public Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. 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 the Public Improvements and Public Infrastructure to the City. 3.2 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the Public Improvements or any portion thereof, the City shall maintain and operate the accepted public infrastructure and provide retail water and sewer service to the Property. 3.3 CIP Facilities (a) The CIP Facilities include: (1) 390 linear feet of 12" Water Main, including valves, hydrants, stub - outs, and appurtenances (2) 495 linear feet of 12" Sewer Main, including manholes, stub -outs, and a connection to the existing Slayter Creek Trunk Sewer system. (3) Slip -line 498 linear feet of existing 12" cast iron sanitary sewer main. AMENDED AND RESTATED WATERVIEW SUBDIVISION IMPROVMENT AGREEMENT PAGE 5 4865-4319-6280.v1 (4) Install new services and relocate two water meters for adjacent property owners. (5) Remove and replace 1 existing sanitary sewer manhole in poor condition. (b) Developer's Obligations. (1) Developer is solely responsible for the funding, installation, and construction of the CIP Water and Sanitary Sewer improvements as described, in Exhibit D. Developer shall provide the City with a detailed project account of all costs associated with the projects, including receipts, invoices, change orders, and bills paid affidavits as required for determining the final cost of each CIP Facility. (c) Timing of Obligations. Developer shall commence construction of the Public Improvements on or before April 1, 2023. For the purposes of this document, "commence construction" shall mean for the Developer to select a contractor, hold a pre -construction meeting with the City, and engage in utility construction activities within the project site and the State Highway 5 Right -of -Way. Developer shall complete construction of the Public Improvements in a good and workmanlike manner on or before March 1, 2024; provided, however, Developer shall not be responsible for any delays in the City acquiring the easements and right-of-way for Rosamond Parkway as described below and Developer's deadlines for commencement 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) City's Obligations._ (1) City shall reimburse the developer for the construction of the CIP Facilities as set forth below. Reimbursement shall be made with a singular payment from Impact Fees Funds for the Water CIP Facilities and Utility Fund Operating Funds for the Sewer CIP Facilities once the City has accepted the public improvements. The City shall review the project accounting submitted by the developer prior to initiating reimbursements. The City shall reimburse the Developer for the lesser of: i. $208,985.15 in Sewer Impact Fees; or the full cost to construct the Sewer CIP Facilities. ii. $147,684.05 in Water Impact Fees; or the full cost to construct the Water CIP Facilities. 3.4 Water Facilities. (a) Developer's General Obligations. Except as otherwise provided herein, Developer is solely responsible for funding, installation, and construction of all water improvements necessary to serve the Property. The design of water improvements shall be provided by the City in advance of the construction of same. AMENDED AND RESTATED WATERVIEW SUMMSIO?1T EUPROVN ENT AGRF -AMNT PAGE 6 4865-4319-6280.v1 (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. 3.5 Wastewater/Sanitary Sewer Facilities. (a) Developer's General Obligations. The Developer is solely responsible for the funding, installation, and construction of all wastewater/sanitary sewer improvements necessary to serve the Property. The design of all wastewater/sanitary sewer improvements shall be provided by the City in advance of the construction of same. (b) Timing of General Obligations. Except as otherwise provided herein, Developer shall complete 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 i 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. (c) Timing of General Obligations. Prior to the recordation of any final plat for any phase of the Development, Developer shall complete, in a good and workmanlike manner, construction of all roadway facilities and related improvements necessary to serve; such phase in accordance with construction plans approved by the City. (d) Drainage/Detention Infrastructure. Developer is solely responsible for the 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 in a good and workmanlike manner construction of the drainage/detention AMENDED AND RESTATED wA=%rMN SUBDIVISION EMPROVMENT AGREEMENT PAGE 7 4865-4319-6280.vl improvements necessary to serve such phase. Upon inspection, approval and acceptance, City shall maintain and operate the drainage and roadway improvements for the Property. 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: Anna Crossing Partners, LP Attn: John Hickman 10210 North Central Expressway, Suite 300 Dallas, Texas 75231 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. 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 structures, amenities, buildings, and any other vertical construction within the Development shall meet all Development Standards and City Regulation. 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 were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"); provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. 5.3 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the 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, AMENDED AND RESTATED WATER«W SUBDIVISION IMPROVMENT AGREEMENT PAGE 8 4865-4319-6280.v1 shall control. In the event of a conflict between the Concept Plan and the Development Standards, the Development Standards shall control to the extent of the conflict. 5.4 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, which approval shall not be withheld, delayed, or conditioned. 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. 5.5 Maintenance Bonds. For each construction contract for any part of the Public Infrastructure, Developer, or Developer's contractor, shall deliver or cause to be delivered an executed 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. 5.6 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 streetlights 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 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. (b) Ownership. From and after the inspection and acceptance bythe City of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. AMENDED AND RESTATED WATERVIEW SUBDIVISION Il"ROVMENT AGREEWNT PAGE 9 4865-4319-6280.v1 (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. 5.7 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 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. 5.8 INDEMNIFICATION and HOLD HARMLESS. THE 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 THE 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 IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT; MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN AMENDED AND RESTATED NATERVIE`V SUBDIVISION IMPROVMENT AGREEMENT PAGE 10 4865-4319-6280.vi CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE 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 THE DEVELOPER AND THE CITY, THE DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. THE 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 THINE 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 THE 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. 5.9 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. 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 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 party's default, an aggrieved Party is limited to seeking specific performance of the other party's obligations under this Agreement. 6.3 Performance Window. Developer shall take all actions required under the City Regulations and this Agreement necessary to record a final plat of the Development in the Real AMENDED AND RESTATED WATER«W SUBDIVISION EMPROVMENT AGREEMENT PAGE 11 4865-4319-6280.v1 Property Records of Collin County not later than 24 months after the Effective Date. If Developer does not meet this obligation, the City may elect to terminate this Agreement by providing Developer with written notice of such failure(s). If the City provides such written notice, Developer shall have 120 days from the date that the City delivers said written notice in which to cure such failure(s), plus an additional time period equal to any delay caused by the failure(s), if any, of the City to timely meet its obligations under this Agreement. If Developer fails to timely cure such failure(s), then the City shall be excused from its obligations under this Agreement, including but not limited to any obligation to reimburse the Developer any amounts otherwise due under this Agreement. 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 assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement, and for which notice of assignment has been provided in accordance herewith shall be considered a "Party" for the purposes of this Agreement. 7.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 7.4 Notice of Assignment. The following requirements shall apply in, the event that the Property or any part thereof (or any right or benefit of this Agreement) is sold, assigned, AMENDED AND RESTATED WA=VMW SUBDIVISION IMPROVA ENT AGRE NMNT PAGE 12 4865-4319-6280.v1 transferred or otherwise conveyed : (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 the Property or 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. 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 reasonable 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 an owner under this Agreement that are in default. 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 five (5) 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. AMENDED AND RESTATED wATERVIEW SUBDIVISION IMPROVMENT AGREEMENT PAGE 13 4865-4319-6280.v1 9.3 Notices. Any notice, submittal, payment or instrument required i,or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, TX 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Developer: Provident Realty Advisors, Inc. and Anna Crossing Partners, LP Attn: John Hickman 10210 North Central Expressway, Suite 300 Dallas, Texas 75231 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. 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 Parry 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. The 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 Parry and is enforceable against such Parry, in accordance with its terms and conditions. AMENDED AND RESTATED WATERVMW SUMMSION EMPROVMENT AGREEMENT PAGE 14 4865-4319-6280.v1 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. 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. 9.11 Force Maieure. 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 three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall 'give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term "force majeure" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. 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. AMENDED AND RESTATED WATERVIEW SUBDIVISION IMPROVMENT AGREEMENT PAGE 15 4865-4319-6280.v1 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 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 Final Plat Exhibit C Water and Sanitary Sewer Improvements — Opinion of Probable Construction Cost Exhibit D Water and Sanitary Sewer Improvements — Plans and Specifications [SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] AMENDED AND RESTATED WATERVIEN SUBDIVISION MWROVM ENT AGREEMENT PAGE 16 4865-4319-6280.v1 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON TBE EFFECTIVE DATE: CITY OF ANN '4 By: Name: Nate Pike Title: Mayor Date: STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on this2 day of y&k, 2023, Nate Pike, Mayor of the City of Anna, Texas, on behalf of said City. "'Y'P"'•., CARRIE L. LAND 3i?:• :Notary Public, State of Texas , '4c Comm. Ex Expires 02.04.2027 �`` Notary �D 11419404 Notary Public, State of Texas [SEAL] AMENDED AND RESTATED WATERVIEW SUBDIVISION I111PROVMENT AGREEMENT PAGE 17 4865-4319-6280.v1 DEVELOPER: ANNA CROSSING PARTNERS LP, a Texas limited partnership By: Anna Crossing Partners GP LLC, a Texas limited liability company, its general partner By: Village Communities Development Corporation, a Texas nonprofit public facility corporation, its managing member By: Name: Antonio D. Williams Title: Secretary THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of 2023, by of Anna Crossing Partners, LP, a', Texas Limited Partnership. Notary Public in and for the State of Texas AMENDED AND RESTATED WATERVMW SUBDIVISION IMPROVMENT AGREEMENT PAGE 18 4865-4319-6280.v 1 PROVIDENT REALTY ADVISORS, INC., a Texas corporation LM Name: Title: STATE OF TEXAS COUNTY OF DALLAS 1 This instrument was acknowledged before me this day of , 2023, by of Provident Realty Advisors, Inc., a Texas corporation, on behalf of said corporation, Notary Public - 1 State of Texas AMENDED AND RESTATED WATER«w SUBDIVISION M] PROVMEENT AGREEMENT PAGE 19 4865-4319-6280.v1 Exhibit A METES AND BOUNDS DESCRIPTION OF THE PROPERTY STATE OF TFx48 0 COUNTY OF GOWN 0 e1ND A VMO am mm ma OF LAND STAKED N THE fiiN W15ON MAN SLOWLY, A wwa m 71a IN K car or MIA N am OwX lE1m am mm SAME 1i v Q NAND OMMO N saw 1 MRW e® W ANK M. IM REOOtOFD N e0Wt1R 110. ZMItDI001367 M UN K MIX IOODIDF. OWN MR. TOMS (OPJA=4. MID 110M NNOVMM OMMM MM Of 1LETE3 AD WJM AS FOLLM EBAO11110 Af A 1/1 1101 iON MOD FOUND FOR SEE NOREE V NCiRRDHSF fDi41Lt OF 4AD AANA it WV AND 1ME IOfa11 M coo OF A lZa OF WD =m N OLD 10 MOM LL "am ND WE ASNm 06 MILER IOOO m N VOLME 20M. PAGE lei. OPACCL AND am N T E SONAIN UK OF A am 4A AOtQ ma OF L40 aEscNe1DD N RED W Cm POW OR= am ROOt110D N DDMwff m 2020021200030014 O,PAC 4 lH3a MM CO CMMM5 22 1NBM 0 SA1 MM /15r. MM THE OHST LK OF $AD AN 21 tAAa AND 110 UK OF SAD WIN M 110a, A OMAMCK OF t27JW RIT SO A 8/2 NCH NON NO FOUND FOR M iR21NMV Cm 'M OF S O IMMU 3i TAiIOf AND IDRNII M t011lel OF A Ma OF 1N0 OE MMD AS WO OR AND MM TOO N OEM 10 FlM AFOaiOAC MU WM M OG EEB 42 MM 33 1iD M 11M, =111No FRET 11E 17MW IN OF SW NM 21 I= NO Mg AK OF SAD MW XMOLC GAMN 1A % A t3STAiCi OF UM FFEE 10 A III NON CH NMOD FOUND FOR 11E SUN= 0=0 W TAD Feat A 0=0 000 =a M Np EAL 00teNEa a SAD ANa 21 11NAal WN E SOUiM a AilOEM e3 MM 21 970 MM IM teal 1M IIOIRM LIE of SAD Ii M 21 UV AND SOUTH UE W M FM APMM ORAMN l3la M A LLaO>MME OF I" HIT 10 A 1/1 Nil ODN ROD FM POI 1NE 11=011 f I S M aF A I3w OF AND MMO N m m nm TITHE 1A1NODIL K c a ND EOM i w NN3ADOII on df Q M D N OO MOff 14 011-0014p2. CPA= AHD ELL OOi M OF SAO NON 21 TAM Ma UM 04 MM 10 WMl 33 seoD 011M. M THE VM LK of SAD 11OBN100111S W NO EASi M OF $0 MM 21 IX Cf. A DIMME OF 21I.40 FEif 10 A IA 90 ODN MOD FOUR FM THE soH7aaNst cwm Of TAD 11C8100Y 1SMMT AND EAL OMNM Of SAD AM%A 21 TiRiM. MICE %VMf W OMMM 34 IM11ES M 9MM DSr, 1111119 SO M LME OF 1ND M'a = TI a AM O NOM I= W $AD MIA 21 TAALT. A COI ' I OF 174JRt Fgf W A a/0 DIM M RDO Sf AM 'MW ROR FOUND FOR INE SOt1 IM ONMI OF 50 MO RM IMT AiD 'ANDIE aXM OF SAD ANfA 21 I= AND 8M N IM MOV MW-OF-M QA0Q U[ OF SKM 1iC1M M O ALSO NOON AS PM' PARRY (A CUM WOW MN LQJ* 1AE M UM M MISSY LINE a SAD ANM 21 i M AND tVsn"Y IK OF SAD SrXM tIN2NORf N0, a AFIA Pan Irlla m Im FOLAA0N10 Owim AID ORNAm SOM 21 OMM it IM MI 34 SEDOIDS VM. A Ot3LMM'E OF /7A1 FEET W A WS 90 FAN AM SUM1PEa =9 POW FOOD FM MM lotti104 OI>r1Ni2i 04 IINNTES M SMM IM. A 06010 t OF IMM F£Q W A 0 80 OIOfI N00 M W O TOW IDR to= FON Comm SOU1I U O� 31 MMUS 21 IMMM FAM A COME OF W.15 FMT 10 A 0 MO1 ION NO GYRED 'OD01' NOR MUD Fiat Comm MU IMM 04 011 m tO MIR1iN?S 51 S MMM N1FSf. A OMM a 234M fIV TO A e%a DO MOM 1100 UIMP D 1= Rat FUM FOR: TEE 11 1 " r SOMM 0=0 OF SAD MR It =CF AHD NONOi 14 rORlat W A aim OXV ATE IMM OF LNG DEsflt IDD N OIL 10 RAL Alan IMNUMM NC IMMID N 1A01A1R UK PMM t% *PAC=* itiocc Item 7e Movies 40 wan 17 fE10OHCs ML NFA, q THE ese11EAAY UE W SAD SOS[ Nam I& a AMA POOESL R010, AND INCH 1NE tO=,UIE OF SAD AMMA 21 VIV AND Nolan UE OF SAID us AU101ANe MMG Via. A DOME OF 12307 FEAT 10 A"MM NON NOD 1030 I= M NOIOlRIlIT MM OF 50 UL AUTO MMSMS M Ma MO NCIRlM NOR1rANaf CMER Or A CALLED 11.2M MM V= OF AND 11111030 N OW TO AM WL40L wC MOM N OOQUIM M 2013 M N0142fm OPJ1CCi: AE810E IO1N m tDEaN1 a LICE aF HAD ANM 21 >s= ND ID ions LIE OF w am am TRACT IK FOMMG COM 1 AID 1LsfAIif>S: 14M 70 (LBM4OSQ S It MKM3 20 S=NM UK A 011 ME OF IVJl FEU TO A 0 NON NON MO, FOUR FOR COMM NMDI D OVWM 0e MOM 32 SUODS ML A OaLINCE OF MU RU 10 A a/a M NON NO FOUND FOR CON6" Il M a DOMIS Oa MINUS 37 SNONOS i= A ORIANC[ OF 1341Z RU TO A a/a 00 INN 100 MM EON Omm Dim X M NI OOMI A INRM 24 SECOIOS i = A QSDNtk[ OF 2MM FW 10 A 4/0 NN74 tiO NO FOOD MR ELL OOIBi OF 1101) MOM 211100 AND NMMN 0=0 OF 2AD AM WIME 11OICF. MICE SOUK 03 DOW 40 INRa6 20 SWOIDS IM.1Ra1 THE IM UE OF SAD NON RAMS TI11CF 40 90 UE OF SAD ATOM 2t TR#a, A 0lSLNCE a 21n20 FMT TO A 1/2 21W MON 110o FOUD FOR THE NDARi6nT Odt1ES a A iMCf OF A FNRAM 2a7 ACiE8 MM OF INN OEiLTNEO N O®W J� A AfiEEit .iA At01M OERRtOME Q*ER REAOiDEO N VOtAOO: no= NDDI 7t am= 0 IN UI S 48 1uaw 1WSf. Im UK SIM UE OF sw am THAN (11" AND MU1t ATE OF SAD IFIR 21 1R1CL 61=19 im N M MlST OOt1ER OF Sip f1= via (114 m AID NORSl1 W OORIE1t or A CUM 11.03 AM Ma OMWM N OCM TO 49 A ORESt, AL AND WE OERAt K flR63t iKOO1D I N IR> M M PM E IM CLPS=T. AND f1gf11RI ' FOR A ICIAL 11bTA110E OF 07.0 FMr TO A POW FOR IM NOROMW 002 0 W SAD 0i131t Va N IM COMM OF 9,1 In UNIN AND MM N THE FASi W LINK OF A CAI 7JU AM= CANT a WO OMMM D N KED TO loll IMOM POOLE NO RUM AN POOLE, HMO AND iOFE RMS0 N 00 AM M 190MSI1inn J m IkPJAC=4 1FDICE NORM SO CM79 3 25 N0 XM 20 SflOM FINST, AM W MMLY NONE OF SC MM 21 VAX 40 K FAa1907 LK W SAD POOLE M%% AND AUTO SW Cf1TFRR2E OF SLRM 01Ek1t FM6 M THE IDRI OMMY fOR1ER a TAD POCRE 1101.T AID 501aEASO1IY OOR n OF A CALLED 7.511 A01M Ma W LAND 1TSEIMD N E1m 10 4NNSCIO MM MM AID OV= CMf R OOAt W MlLOAOED N K 3IOZ FMCS 314 00.PACCL N AND CNA10 FORA TO. 1b O4I M W UR FFII TO A PON(r POR aCRNIEA MU MM 01 DOMES 41 WU= 33 eE0 = 09. OONf1M AUTO TEE 1t!MU IN OF 50 AWA 21 Mf AND UEOF SAD OMM 7M AID VOID HAD GMIRU [ W U M OM A M Ma OF M M FIV W A IN ISOM MORIN 25 D>3mNE n won as aEOM M. CaNltNarlD AROMA HIE NZIMILY UE OF TAD mm 21 via AD I E 9511147 UE OF 2ND OMM 10M AD AM SW CDAMM OF SUMEit 1MNi5NID UKi9tMiDIIOa OwnOF A coo a4 AM am a m a1sL2 o N KID To mm L9 00. t1D N va= all. PALE M1. QPJtL:OJ: AN CONS M FOR A UK OMME OF 14M MIX W A MW FOR OONaI¢ 11MFw AM TM MMM LY lI0'. OF AND mm UND m m 13MMr. THE E sov ANE OF SAD AM 21 no AD 11101 W comma OF SAD amm am THE Fame Omm AND MOM IOall 13 OMM aO WIRES 50 SWOS UST. A t251o1R OF 12.721 FEET M A I=:K C0aO1C NUMN 34 0EME5 24 1119= 20 SOOM DtSf, A O13DNRE a UM FEIT1O A PWQ H R OOR M MOM 04 OEW= 21 IN11M 01 EEOOIDS I= A ORS ME OF ftn FMr W A PONE FOR OOAIER; MM 47 MMES 03 111MES 14 Se00ID1 FAST. A MUM OF nn K F W A POOu FOR UMMM IOlM M OaA1FiY 30 INQiEs 3t e9C105 fASL A OISLNICE OF t1SS FEU TO A P00Q 10R OMM IO RM 3Z OF WM 30 INRSQ 41 SWDDS HEST. A 03 MCK a SOZ7s MET 10 A POW MR OMM NORM 07 M MPLt 30 IRONM 04 MM 1549, A OISIAIRL[ OF 11.12 FIEF W A PM FOR C01tDt 1Oat1 33 MMM t01MRM 37 5MM FJM. A 00MILE OF MIS FIEF W A POW FOR ONN Ot MOM IS 011M as IMM 0 SEAM IM A IO3TNF.t OF 111.RA RU TO A POW FOR OMM 1M ME MOM 26 OXIMS 34 MM 23 MM DR. A OSTMCE W SO FEU W A PONY fill O01e6t N K MM TOE OF 90 OMM POW OLM NON V". WME SOUM ae coo 12 man 03 5000105 CAST. man THE C9f19 K OF SAD $UI = am AND NM THE IONSN 1ME W SID ANN1'21 IAACf AD 1OUM UK OF SAD MOM POW CUM AANtA TRACE A 015VACE OF 277A1 Fill M A WL FOUND FOR COMM Dom wm 00 � 44 INLRO M Si1m Va. OO'RIRNM MIl Im INmm ROE OF so ma 21 mu AD 1O11Ot UE W SAD 010M PONE OLM ANM 111ACf. A f1s>M Fir OF Mill F[Er W A NIL FOUR FOR 0010014 INDKE NORM a7 OLOIOS 4a FM D 34 S, - I OR. fA+<IOIJID 1M THE NWH t1E OF SAD AM 21 IAACf NO SOUK UE OF 90 01055 PONE 092101 ADM ARA6T. A DEN CE OF 1I090 FKr TO W I= a MM AM MrMM 10. EM TIE M E3 AND e0005 NdlL11 F 1E m am ocom 001AR M n) Ilm OR LASL 48654319-6280.vi oum.xm m xcod Aw mwor ran,mr�. q;�iI RAM R iwnm warm vucr EXHIBIT A 1 1 l� i� wme�°amn II� �rrr• wAC[TW ,wlmt0 'eln � �g�l pIlW�pi{�. d{) S.ii rnY�l��=p v t; sway i ;��• ' I�yasr �G µye �'o xm.rimrw,evml �� P�[��n ZIt Ilk • �• vim. - m.Ro, n ry � � � tl ° LOT 1 1 �et IN BLOCK A s �J-..,.r.sY,'W � �_ -4y.•��_ io �ais.`inwv.wauanre S CIJLCI. n�0ln�nlm Ilm ' WY4 W ��..t I1nvWVm JUHE°4 �IME�.� ' vM,it PNOiIGfvW0.aoif-aa0eNN FINAL PLAT WATERVIEW LOT 1, BLOCK ALM uum m.»a,Acxe ttucror wmemutm .W. m mr a n e ,AAr wtxe auxowson nws oua cowmexmeCoA .IQN ave uarAc Exhibit C PUBLIC IMPROVEMENTS — OPINION OF PROBABLE CONSTRUCTION COST MAl fl oss Utilities 3300 Rack klad Rd I Wp, TX 75060 TomW Rd, l vb g, TX 60 Subcontract Change Request MRn UaTnies9dmlf rle Folkmtgiaavge ikv l NqR, 2217 DATE: OVIW2023 N-W Mmeeer: Molina ESPII s CR/0a5 Provident 6meM tonescors Water View Apartments ST m AODRM 10210 N. Cerdral Espreas way Suite 300 1220 South Powell Parkway QIV. ST-TC CRV: (b.11IfV STATE Dallas TA Am;, TX Seape Dexripli= Gty requelied public anprov l.on SS Sanitary Sewcr Qty Unh Pare 1 Removal at[d=ft SS MH I FA 5 2,1WDD 5 2,3W.W 2 Cadinpl sSMH 1 Gt 5 8,10d00 5 BJmm Sanitary Sewer Total: 1 10,200.00 Miscellaneous !terns Qty Unit Rafe Mist Total: 6 1 a,900.00 Sewer Total: S 10,200.00 Miscellaneous Total: S 14,900.00 15h Overhead & Profit: S 3,765.00 Total Change Request: S 1e.e65.00 Exhibit C PUBLIC IMPROVEMENTS — OPINION OF PROBABLE CONSTRUCTION COST NAl loss Utilities a3D6Rook T DY6a1x7555D Tekle�arphar re (219)2656569 Subcontract Change Request ra..,Uda G.Whs dw F.41 r 9CWe rRa L Pqm 2217 crate 51120" PIop.l Mwow.. Moline Espinosa . 7 CUSTOMER NAAC. JOB DESCRIPTION. Provident GenerN Comracmn WaterWew Apartments LTREET_ GDDRESS. 10210 rt. Cerrtral Express Way STE. 212 112D South Powell Pkw Ony. STATE. cay. COUNTY: STArr Dallas TX Anna TX scope Description: Relo alh(l Water meters 5. Material Qty UMt Race 1 Vwato sefto 500 LF S 1.20 S 60Q00 2 1'CoffWewn3lee.e, m.pines, adapters, imerb 1 EA $ 7$50 $ 78.50 sum: S 678.50 8.25%Sales Tas S 5598 Material Total: S 734.4e Labor Qty Unit Rate Sum: S 356.00 0% Labor Tax $ Labor Total s 556.00 & Tools Qty Unit Raze 0%sales Tat Equipment & Tools Total: Additional items Qly Unit Rate sum: $ 0%sales Tax S AddilionalTolal: S - Material Total: $ 734.48 Labor Total: S 556.00 Equipment & Tools Total: $ Additional Total: $ - 15% Overhead & Profit: S 193.57 Total Change Request: s 1,484.05 Exhibit C PUBLIC IMPROVEMENTS — OPINION OF PROBABLE CONSTRUCTION COST Ahfloss Utilities 3300 Rock IeWrd Rd, Irv", TX 73060 Telephone 42141265,6569 Subcontract Change Request NaaslAArb 9OREs1M fNWmgC6ap.pGuvt P-j-c 2217 mTL0Y2NM1] P4.1 Wrc , McYIY EA IPM CRrM C1Y.,TOM NAME JOBDMCPoPT .. Provmmt Ce ml CaRCRM WOW View ApaWrnepta 3, e=. AMAESS: MID N. Central Emre Way Suae 300 1220 South Powell Parkway CirY. 3TA CRY. C()UNW- STATE Scope Descrlptior: city requested public dnpuvomem m SS Sanitary Se.:-r ea Ss Qry Unit Rate f u s Sanitary Sewer Total: $ 69 471.00 Miscellaneous Items Qq Unit Rate Misc Tolal- S Sewer Total: $ 69.471 At) Miscellaneous Total: S - 15% Overhead & Profit: S 10,420.65 To'21 Change Request: S 79,891 .;. Exhibit C PUBLIC EWPROVEMENTS — OPINION OF PROBABLE CONSTRUCTION COST 3360 Rock R 1vftX 75060AlMoss Utilities T.1w orc 171412 0 Subcontract Change Request uea.taeeln, aan4.rh. rde�.`qu q. R.S n is 2217 DATE DUDa/IDt] AloecjWm,,_ MeanalEsparosa eaaml M.rOM4R1 L Boa D€.StbRrKx. PwvWant Omeral Cmvmran+ Water View Apararwnh STa M ADORMS 10210111.CentraleXpfe Way SulteaDO =0 South Powell Parkway LRY STATE cm. CDUlfrY: STATE o.a.4 Tv Anna TX Scope Dzwrlptlon: City requested public oV(ovement 6n SS Sanitary Sewer Qty Unit Rate I Removal of Ezislin111 fine 1 FA 5 13 T5100 5 l .nb" 2 Replace SS line (erE0ldinf piers) 495 V S n.00 $ 1a,111.00 Sanitary Sewer Total: S 49,9115.00 Miscellaneous Items Unit Rat I ff"m 1 we 5 ?,JMGO 5 7,d10.m MBac Total: 1 7,450.00 Sewer Total: $ 49,885.00 Miscellaneous Total: S 7A50.00 is% Overhead & Profit: S 8,600.25 Total Change Request: S Exhibit C PUBLIC F"ROVEMENTS — OPINION OF PROBABLE CONSTRUCTION COST it Moss Utilities aaW RoeR lalend o. C21412Waaao TeYpAen Q14)26Sda69 PUBLIC BREAK DOWN Mouuyilu s,Emna Ae Paa.::Rae,y�wwn:: P,*i 2217 OAre7w.vaxmv Pdu wnjper Merm Espinosa "9004 MTOMMM f: �veofaOPoPT1ae --' Pmvl&M Dermal Dartreetme WMAr Vlore ytprtmerra0 StRLLI; ADORE"' 10210R. Cantrsl ERprm WaY Suite 300 1220 Sash Pvwall Parkway CITY: SIAIE Clfl': ['aWw: ITA1e Daps Tx Anma T% Soaps I)MApllvn: Winer iew ApanmeMs 200085 Plan Rev 10.19 Water city unit Rate Water Totak S 110.026.00 Sanitary Sewer Qty Unit Rate 1 a. PVC same% a 3" tE 3 65" 3 2$615.00 2 SS MH - -.. I EA _- .— $700.00 Q/00.00 Sanitary Sewer Totat 4 25,675 Do Miscellaneous tems QtY Unk Rate I owns, 2 _ INK S _ 7,450.00 $ 14900.00 2 Bypess_(DB4atealeroemerA) _--- 1 tYX-- 6,34p.67 _ 349.a7 Water Total: Sewer Total: Miscellaneous Total: I s% Overhead R Profit Total Change Request: $ Mlsc Total: S 21.249.67 $ 110,026.00 S 2505.00 $ 21,249.67 $ 23.542.60 180,493.27 fo 10 gill �N NOV ti• t d ;i. Ql. a IN- a9; _ • -- ------ -- + CITY OF ANNA, TEXAS RESOLUTION NO. 20 2 2- 11- 1 3C5(p A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A SUBDIVISION IMPROVEMENT AGREEMENT WITH ANNA CROSSING PARTNERS, LLC FOR THE DESIGN AND CONSTRUCTION OF PUBLIC WATER AND SANITARY SEWER IMPROVEMENTS, IN A FORM APPROVED BY THE CITY ATTORNEY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, A 12-inch water main is shown in the City of Anna Water Master Plan along State Highway 5 in front of the Waterview Apartments Development; and, WHEREAS, the Waterview Apartments Development only requires an 8-inch water main to provide adequate water supply; and, WHEREAS, the City has identified a section of existing public sewer across the Waterview Apartments project which provides a critical connection from State Highway 5 to the Slayter Creek Trunk Sewer System which is in need of replacement; and, WHEREAS, the City was planning to replace this line as part of the City project to relocate water and sewer infrastructure for the future widening of State Highway 5; and, WHEREAS, Anna Crossing Partners, LLC, agrees to provide the engineering design and construction of the identified water and sanitary sewer public improvements, and, WHEREAS, the City of Anna agrees to reimburse the Developer for the cost to upsize their water main from an 8 inch to a 12-inch main with Water Impact Fees in an amount not to exceed $86,482.00; and, WHEREAS, the City of Anna agrees to reimburse the Developer for the cost to re- construct the 12 inch sewer main with funds from the City of Anna Utility Fund in an amount not to exceed $104,753.00; 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 Subdivision Improvement Agreement and fund the project in an amount not to exceed $191,235.00. That funding for the project shall come from Water Impact Fees and the City of Anna Utility Fund. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this day of September, 2022. ATTEST: l � h». :-.) City Secretary, Carrie Land pvt„umuroq,,,, AP OF ANyy°°o Nate Pike Exhibit A (see Subdivision Improvement Agreement) WATERVIEW APARTMENTS SUBDIVISION IMPROVEMENT AGREEMENT This The Sherley Elementary Subdivision Improvement Agreement (this " eenaent") is entered into by and between the CITY OF ANNA, a home -rule municipality in Collin County, Texas (the "CW), and Anna Crossing Partners ("Developer"), to be effective on the Effective Date. SECTION 1 RECITALS WHEREAS, certain terms used in these recitals are defined in gg&, 'on 2; and SAS, 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 arties') or each individually as (` rt ); and WHEREAS, Developer owns approximately 20.799 acres of real property located in the City, described by metes and bounds in Exhibit A (the "Pro '); and WHEREAS, the Property is zoned as Multi Family — 2 and shall be developed in accordance with said zoning; and WHEREAS, Developer desires to proceed with development of the Property to be known as Waterview Apartments, as generally described and/or generally illustrated on the Final Plat shown in Exhibit B (the "Final Plat"), which Development collectively totals approximately l lot; and Vf EREAS, the Parties intend that the Property be developed in accordance with Final Plat and 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 construction, and installation of the Public Improvements to be completed by the Developer and dedicated to the City' for use and maintenance, subject to inspection and acceptance of the Public Improvements in accordance with this Agreement and the City Regulations; and WI�RE.AS, the Developer has estimated that the costs of the Public Improvements to serve the Property are as set forth as to said Public Improvements in the amounts; shown in the Opinion of Probable Cost in Exhibit C and that said total cost is approximately $191,235.00; and WHEREAS, the 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 WATERVIEw sUBDIMON EffROVMENT AGREEMENT PAGE 1 WHEREAS, the Public Improvements include public water and sanitary sewer improvements that will serve the Property and other areas not owned by the Developer; and WHEREAS, Developer is willing to construct said improvements, including certain public water and sanitary sewer improvements that will serve the Property and provide ;for additional capacity in excess of what is necessary to serve the Property (the "Oversized CapaciVj; and WHEREAS, the Developer has estimated that the costs necessary to complete the construction are as set forth in the amounts shown in the Infrastructure — Opinion of Probable Construction Cost in Exhibit C and that said total cost is approximately $191,235.00; and WHEREAS, the Developer shall be obligated to complete and construct improvements including public water and sanitary sewer infrastructure in accordance with the plans and specifications as set forth in Exhibit D and in accordance with the City Development Standards, this Agreement, and other required approvals; and WHEREAS, the City desires to share in the cost of the improvements up to a maximum not -to -exceed amount of $191,235.00, representing the approximate amount of the cost of construction required to provide for the public improvements; 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 the Public Improvements and related purchasing and contracting under this Agreement are exempt from the competitive sealed bidding procedures of Chapter 252 of the Texas Local Government Code; and WHEREAS, the City recognizes the positive impact the Public Improvements will bring to the City and that said improvements will promote state and local economic 'development, stimulate business and commercial activity in the City for the development and divO-rsification of the economy of the state, promote the development and expansion of commerce in:! the state, and reduce unemployment or underemployment in the state and that this agreement is a program under Chapter 380 of the Texas Local Government Code; and WATERVIEW SUBDIVISION EWPROV1VIENT AGREEMENT PAGE 2 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 SAS, 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 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: 3.3(a). Agreement means this Waterview Apartments Subdivision Improvement Agreement. CIP Facilities means the water and sanitary sewer infrastructure facilities listed in Section CW means the City of Anna, a home -rule municipality located in Collin County, Texas. OV Code means The Anna City Code of Ordinances. Cily Council means the governing body of the City. QW 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. CLq ReggilLons means the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including without limitation park dedication fees), design standards (including without limitation pavement thickness), and other policies duly adopted by the City; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including without limitation uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction of said phase has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences. e el er means the entity(ies) responsible for developing the Property in accordance with this Agreement. WATMVZW SUBDMSION SeROVMENT AGREEMENT PAGE 3 Develo meat means The Waterview subdivision on the Property that is the subject of this Agreement. Development Standards mean the design specifications and construction standards permitted or imposed under the City Regulations. 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. Final Plat means the final plat as approved by the City Council for the development of the Property as depicted on Exhibit B. IMpaC= means water impact fees and sanitary sewer impact fees collected by the City for private land development within the City Limits. 1V Mor means the Mayor of the City of Anna. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Pub�provements mean the improvements listed in Exhibit C and Exhibit D and all other improvements that will be dedicated to and maintained by the City and all other on- and off - site public water and sanitary sewer facilities, along with other public improvements to be constructed by Developer. Public Infrastructure means all water, wastewater/sewer, detention and drainage, 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. The term includes the Public Improvements. Real_ Property Records of Collin County means the official land recordings of the Collin County Clerk's Office. SECTION 3 PUBLIC Mff1Q.VE.WZNTS 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 the Public Improvements. (b) Construction Standards. Inspections and Fees. Except as otherwise expressly set forth in this Agreement, the Public Improvements shall be constructed and inspected, and all applicable fees, including but not limited to Impact Fees (subject to the terms hereof and any applicable credits or reimbursements), permit fees, and inspection, fees, shall be paid by 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. WATERVIEW SUBDIVISION IMPROVMENT AGREEMENT PAGE 4 (c) Contract Letting. The Parties understand that this Agreement and construction of the Public Improvements 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 of work, for the construction of any portion of the Public Improvements that have not been awarded. (d) ' . All of the Public improvements and Public Infrastructure shall be owned by the City upon acceptance of them 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 the Public improvements and Public Infrastructure to the City. 3.2 Operation and Maintenance. (a) Upon inspection, approval, and acceptance of the Public Improvements or any portion thereof the City shall maintain and operate the accepted public infrastructure and provide retail water and sewer service to the Property. 3.3 CIP Facilities (a) The CIP Facilities include: (1) 363 linear feet of 12" Water Main, including valves, hydrants, stub - outs, and appurtenances (2) 302 linear feet of 12" Sewer Main, including manholes, stub -outs, and a connection to the existing Slayter Creek Trunk Sewer system. (b) Developer's Obliga m. (1) Developer is solely responsible for the funding, installation, and construction of the CIP Water and Sanitary Sewer improvements as described n, Exhibit D. Developer shall provide the City with a detailed project account of all costs associated with the projects, including receipts, invoices, change orders, and bills paid affidavits as required for determining the final cost of each CIP Facility. (c) Timing, of Obliaeons. Developer shall commence construction of the Public Improvements on or before April 1, 2023. For the purposes of this document, "commence construction" shall mean for the Developer to select a contractor, hold a pre -construction meeting with the City, and engage in utility construction activities within the project site and the State Highway 5 Right -of -Way. Developer shall complete construction of the Public Improvements in a good and workmanlike manner on or before March 1, 2024; provided, however, Developer shall not be responsible for any delays in the City acquiring the easements and right-of-way for Rosamond Parkway as described below and Developer's deadlines for commencement 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. WATERVZW SUBDIVMON EWROVMENT AGREEMENT PAGES (d) My's Obli ations. (1) City shall reimburse the developer for the construction of the CIP Facilities as set forth below. Reimbursement shall be made with a singular payment from Impact Fees Funds for the Water CIP Facilities and Utility Fund Operating Funds for the Sewer CIP Facilities once the City has accepted the public improvements. The City shall review the project accounting submitted by the developer prior to initiating reimbursements. The City shall reimburse the Developer for the lesser of: i. $191,235.00; or the full cost to construct the CEP Facilities 3A Water Facilities. (a) Developer's General Obligarions. Developer is solely responsible for funding, installation, and construction of all water improvements necessary to serve the Property. The design of water improvements shall be provided by the City in advance of the construction of same. (b) Timing of General Obli ag tions. 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. 3.5 Wastewater/Sanitary Sewer Facilities. (a) Developer's General Obligations. The Developer is solely responsible for the funding, installation, and construction of all wastewater/sanitary sewer improvements necessary to serve the Property. The design of all wastewater/sanitary sewer improvements shall be provided by the City in advance of the construction of same. (b) Tea of General Oblig tions. Except as otherwise provided herein, Developer shall complete 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 WATERVIEW SUBDIVISION IMPROVNWM AGREEMENT PAGE 6 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. (c) (d) 77ming of General Obliag lions. Prior to the recordation of any final plat for any phase of the Development, Developer shall complete, in a good and workmanlike manner, construction of all roadway facilities and related improvements necessary to serve such phase in accordance with construction plans approved by the City. (e) Drainage/Detention Infrastructure. Developer is solely responsible for the installing and constructing the drainageldetention infrastructure that will serve the i,Property and the cost thereof. Prior to the recordation of the final plat for any phase of Development, Developer shall complete in a good and workmanlike manner construction of the drainage/detention improvements necessary to serve such phase. Upon inspection, approval and acceptance, City shall maintain and operate the drainage and roadway improvements for the Property. SECTION 4 PAXEE 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: Anna Crossing Partners LP Attn: John Hickman 10210 North Central Expressway, Suite 300 Dallas, Texas 75231 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 OBEIGATIQNS AND AGREEMEI�ITS 5.1 Administration of Construction of Public Iaf=tncctu m Subject to the terms of this Agreement, the Parties agree that Developer will be solely responsible to construct all Public Infrastructure. All public on -site and off -site infrastructure and all other related improvements will be considered a public project and the City will own all such Public Infrastructure upon completion and acceptance. 5.2 Compliance with Development Standards. Developer agrees as part of the consideration for this Agreement that all structures, amenities, buildings, and any other vertical, construction within the Development shall meet or exceed all Development Standards and City Regulation. It is expressly understood and the Parties agree that City Regulations and Development Standards WATERVIEW SUBDIVISION II"ROVNMM AGREEMENT PAGE 7 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 were affected by the passage of Texas H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code (`materials and Methods Rem—dations"); provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. 5.3 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the 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. In the event of a conflict between the Concept Plan and the Development Standards, the Development Standards shall control to the extent of the conflict. SA Public Infinstructure. 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. 5.5 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. 5.6 lnspectrons. _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 WATERVIEW SUBDMSION IMPROVMM AGREEMENT PAGES 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! Infirastructure necessary to such portion 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. (b) Ownersbia. 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) &Wroval 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. 5.7 ice. 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 anise 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-l" 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 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. 5.8 2TDEMNLFIC LION and HOLD HISS. THE 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- wATERVMW SUBDIVISION U"ROVMENT AGREEMENT PAGE 9 PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LB41TATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING, OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE 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 IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT; AND IT 1fi RESSLY UNDERSTOOD THAT SUCH CLAII[S� SHALL., EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE 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 THE DEVELOPER AND THE CITY, THE DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. THE 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)7HE CITY'S RELIANCE UPON THE 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. 5.9 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. 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 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 WATERVIEW SUBDIVISION iMPROVMENT AGREEMENT PAGE 10 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 party's default, an aggrieved Party is limited to seeking specific performance of the other parry's obligations under this Agreement. 6.3 Performance Window. Developer shall take all actions required under the City Regulations and this Agreement necessary to record a final plat of the Development in the Real Property Records of Collin County not later than 24 months after the Effective Date. If Developer does not meet this obligation, the City may elect to terminate this Agreement by providing Developer with written notice of such failure(s). If the City provides such written notice, Developer shall have 120 days from the date that the City delivers said written notice in which to cure such failure(s), plus an additional time period equal to any delay caused by the failure(s), if any, of the City to timely meet its obligations under this Agreement. If Developer fails to timely cure such failure(s), then the City shall be excused from its obligations under this Agreement, including but not limited to any obligation to reimburse the Developer any amounts otherwise due under this Agreement. SECTION 7 ,ASSI NT: ENCUMBRANCE ANCE 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 assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. WATERVIEw SUBDIVISION IMPROVMENT AGREEMENT PAGE 11 7.2 Assignees as Parties. An assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith shall ;,be considered a `Warty" for the purposes of this Agreement. 7.3 Third Partv 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 bg a third party beneficiary of this Agreement. 7.4 Notice of Assi t. 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 Oblin ions. 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. 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 an owner under this Agreement that are in default. 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 five (5) years after the Effective Date, whichever occurs earlier. 9.2 &ecitals. 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 WATERVIEW SUBDIVISION IMPROVMENT AGREEMENT PAGE 12 Agreement; and (c) reflect the final intent of the Parties with regard to the subject; matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 9.3 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, TX 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 To Developer. Provident Realty Advisors Attn: John Hickman 10210 North Central Expressway, Suite 300 Dallas, Texas 75231 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. 9A 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 dratted the provision. 9.5 Tinge. 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. The Developer represents and warrants that this Agreement has WATERVIM SUBDMSION DeROVMENT AGRLtEMENT PAGE 13 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. 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. 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 three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term "force majeurd" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. 9.12 Complete Aft. 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 ofthis Agreement. By entering into this Agreement, the Parties understand and agree that any previous agreements or understanding between the parties are null and void. WATERVIEW SUBDIVISION IMPROVNWM AGREEMENT PAGE 14 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 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 Final Plat Exhibit C Water and Sanitary Sewer improvements — Opinion of Probable Construction Cost Exhibit D Water and Sanitary Sewer Improvements — Plans and Specifications [SIGNATURES PAGES AND EXHIBITS FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] WATERVIEW SUBDMSION n"ROVWWM AGREEMENT PAGE 15 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANN By: Name: Nate Pike Title: Ma or Date: It F; aCaa 0K149*i10lll}A.V1 COUNTY OF COLLIN This instrument was acknowledged before me on this Aay of fil a 2021, Nate Pike, Mayor of the City of Anna, Texas, on behalf of said City. CARRIEL.LAND My Notary ID#11419404 '?; a, <'•' ExpUes February 4, 2023 [S> AI.I �? aL d 1(�iu T Notary Public, State of Texas WATERVIEW SUBDIVISION IMPROVMENT AGREEMENT PAGE 16 DEVELOPER: ANNA CROSSING PARTNERS LP, a Texas limited partnership By: Anna Crossing Partners GP LLC, a Texas limited liability company, its general partner By: Village Communities Development Corporation, a Texas nonprofit public facility corporation, its managing member By: Name: Antonio D. Williams Title: Secretary THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the day of 20229 by , of Anna Crossing Partners, a Texas Limited Liability Corporation. Notary Public in and for the State of Texas WATERVIEW SUBDIVISION McROVMENT AGREEMENT PAGE 17 Exhibit A METES AND BOUNDS DESCRIPTION OF THE PROPERTY wmcwmwo aoumopeoume NttO A atfA lCNM AfN: tsff a tlsp sRi�1 N ttt aNloMrtat NNR fattest N�AACI uo► 7>A N M pIr a NN►Naawo7flcicfontmatiWI mINIfaimO6a119mNMAN tNtetlA[Irmmwmal!!.lire Nmiom ■ tlXo Nz asptasm1 gal aCli7L lC1:0 tl�oi amt araR mon ea1D Irvlt II11'Al I t1100IWN0`2=411!loos!!Alfam Itti1M17 At A to nn1 Mr 1A0 Cato tN tie: t�r17{>I Ilnmsllu Coltfit a slo MN 31 t1AR N0 tit rlm4dT ONIM a A ma a INO ool W N no m em a won No we AWN a Umm tsi no N mam MIM OiM01NiRtiMNRmam WNAcm QiiCC>;t aWONNIDm tiaoc WA ca mm v riles! a selolm WL = as as w v w m a 10" No Iar as or NO INomi soa A t#fasRt a maar tav w A e Nm Nao aoo !ono wo as aaawl a v4 +Noes tiff Nmsat onllft a A uw v mri■m a =w ac No ma m N mw to tt#i7 Ntr= OAK mmm N um 4% "K W% -PA--r4 tiloa carat ao tttlis a � a :mom � mRluo test! � tamfwr Ifs a sao iNw r1 caQ Ilo er tW a sm fm ffwm otMa/ does! A taollic a Ntia Iffi W A IA NIII Ma = MAD Ile tK � t� afNQ tN:T� �>�tid � tiL aNM 1I sM NNlI ti� lWW fib O Milt Nl M= 0 WIIEI AD f= = W im "w Am= tlpol tiff nQ A 1lnmRt v ttt=t t0 A N tION Nat t110 IOoo la t1[ MtC1lsMq only a A Sma v LID o N ® w fm 1w IfnNXK aL OUR* No on W mm On aW0 fEpOr� M OOallat ML fa�00iMitr Q,lCitQNL IM BL a>IIQ aF CAD MII Ib t1IICfZ ti� 117t01 of ow t0 Ingo a smut 1� /t;M tNtlstR IRt a INa MOtlafl n1f No � tts v fao NM p AOZ A N1fNM v sAfi tlsf W A w /QI NN � tiltila RR tic[ aRtlillAOtt a � M� vjaAOemO wsomas =ka lWu u= w oeaQs x MICRO a slooam for OR arm U9 v 6W Ies = ttilf Ab rIQ11 we v »r MN s7 >1%i A a trim f>q m A b O M taNN171LNt RN• swo W W pitNl v >m >INWON � AD mg wm sm INN a uw No m N UK tittmtrr mma4l6w Oma1 tnc a ft7iN Ma'dla'IQ a Ilso prNM1 a IototttlNallr p altr taN�ettmm Ioaagl lWa f<m ttt OMN m w sila MCA sf tiNlf NO > INI a sM iaR MotW IDS I A" MOM Ida ns Ialmoo aatnsNo ttf� aRr >A 0!N'a tl N >a3a Mn1y A OI�IRL a t7>i/ tea >o A RA mot O 1oa tallPfa dl= � ipAD W ari1R tOA 01 t OI 1NERFi ds >8» EQ.. A a spat t� W A ttal ON im > fv= Q s0� IN fi7� t tl tt it IriRst b fitln0! OCR A NipR[ a► IiRlS W A Nat m m s>7iAEa't m NIt ias0 tot 1i1� tiOQ fNill 4/ N� t0 riRt: sa sir0� Mti1. A asaMN a llsAl ttR W A NCII IOI � fr/tD 1l� M7RR17t tRaMtt N I�tO! q �! t�G iA�a tiR 1�X t� a s1O i� Iris � � ARAM IIIRL (Na NO N01 tM farN tss[ a >M MN !! �[ No Ia01 lA[ � INN iiN � ZIIR� A tA3NIRi aA 1s3Q7 Itq W A N2! N!1 >m t� INI W � � a ilq iltt A7A AIOMt1rQ AtA Np IO OIN MtlCm W W A OW SIM NSM I Ngt a SIM tMtMW N t®W NNI INlst; U2 t� N try Mi ffll7q Qluiii UM 1W1 W ==Mr OR a SO NM U 100 AD MAY Its a W MIS V= tiff tit IMUM a» an vst a 79 ti mm sA fro m UK A mm a 1071 Hff W A qp IM 1a m Iwo IN cXm � a t as Mites as mfAIOD W& A cma a INN aff m A t{ jA m 1itl Ilse an fa mft a ONaWmriles at'trMUKAMf91QWINUIMWANdNitOWI=DM cmm OW fr = • � A M>RiO 0 sM ER A MU W testa! W 73 A 0 NN ONI1 NO MD IN m OntNl N NO NIN V mw No NaARR 0 Im a m m IlmAQ tiOsst o= a t#l1IEN iD ImM 33 fit M I=1= IN IRf W OF fro MN WW Ara W OW wt a ob MN b Ari. A Ot4M N UM W W A}A NN Merl! W 1=11 Wk VC �R d WA W a ��� � vtW�NQ1D�i�L�iNOit;N�O�Nlialr: ttOln: IOIDI 71 a rtlm i/ msm Im m is M0Im1 IM a as im =a CumM so W= Lot a so ma sf AR p11m tit; Mum Gi a w N tiff V A010OWWWWA aft® ILM I OW OMM N X O M A t®, AI. NO OR Gr � N lcm lm t W tm lR = Na a W A =L =NZ v WV W to A NW IOA ttt Ir<tNat v SG cll�ORR N t1R Ol!!Ms[ a NA'� OrBe Np Ei>q M t1N � tA! a A CRIED 7At N/t Alf 011No 01 t iWleAi1� nu M M NM pm MraRO NO NR $www N tlarlr w 1R CUM ��� {���NiIO� WINA m a OUR RAW Mlss. /tM M4 QJItiCCL AO aNMtr'i RR A WR tRi01Q nu m"A "W IM CM I W==WtilQNO�UP� WVA=i�iNRAAMM IM=7RA INq m emm GIlal t3 0M s! mu a CA�fsMa Nall w MsiRX um a► m MM ss UV NO RI MN�� a In w7lumm0 um O w s�N USA FMM�Um Nb ciamm O6� t!! d MO MiiL i1 N� ND NAf mm a mm a1 lAseta N NNAQs IRR A mm a Wm aff 1a A rm fN NNNA Itlml >K NNW >A � Zf t+� tiliL A Ol91it{ a Isr I8710 A sINQ RR dIINZ Will 0/ s! tCItRO 01 f1LniCs Ni►, AN v Ailf it77 W A ial Famm mm a �= MVN ttmCf aR A �N C► KI7 itQ W A lmC tt# CCifRiQ 1� >Z{ � >b � r fNNOs NR A WMtL Q Aft RQ w A PN? to Orin Idml >Z � r ICNiIf N fMSCf tr1. A OIDIRt a tas3 stq W A tNQ tN CNRtA Nfm W NN>Zt NI � Ot lNrm OCR A Qtira a tL1! i>r W A!N? iN IrifR �1 O � t0 � i7 stiOm trR A CCt01a a tt33 !�>4 A sCl? toR C1»C tam q aNrt'8 WCO 0a >� >1DG A RIrRR Q/ 11>M RR to A!� ti=� t3tIQ Ma@I O � X MICRO sD lll1� RIG A NWIR a Wti IR7 ZD A Iaq IN a� N tit a1M tN< a sio WO1iN000NiMN t�R tiff arD1 s try ee MSRED a fmDlot aR oelwta iat CDC6iR a f+O ftratol ftalt NO MN tr[ A Nx HMO Rw Ono � Np 1MCm IN[ pa�� 1OJR of OtWI W4OfQ. A asOQ a >COiI iiQ iD 1119 asom M own=mMRAIRAfNiIQaonwWA anNNONMtt�INosreRCi1 IN W WD OW FM aRM0 OR A�A =01 a tiw amWQ W W tic am at W MUor M lap 0 Off 4 � tit wu No wm I NAitiir tre m Nfltt, potiftl a m MAIL al m ..:ens�m" II jF mnnn - nnee�ui�r E}•Y..-- a v-- �W L`Y".w •��, C�1. '• a ��.♦ 1(I a ".x__. �^ w�im.':0au�[wimv - •i 1 r��'<^ LOT {i �// -w_ __ �, v_'s. 'x n• rn' °•dA^rer._= `,> 1`er, BLOCK A T � Y9 ' l 1 1777 �,n• uv n wn � __ `r" y_ ' a _•�_A� .nsm�I�Y�.`.-...mow 111 La14 c,m �Vm1VIA (�'• FINAL PLAT WATERVIEW LOT 1, BLOCK EXHIBIT A _�`- =- �m ♦'�" M Exhibit C OPINION OF PROBABLE CONSTRUCTION COST cote WATERVIEW APARTMENTS OPINION OF 10/17/2022 PROBABLE COST- WATERVIEW APARTMENTS NO. DESCRIPTION I UNIT JQUANTITYJ UNIT COST TOTAL PROTECT ITEMS I REMOVAL OF IMPROVEMENTS LS 1 52.500.00 S2.S00.00 2 MOBAL12ATIDN L5 I SS.000.00 55.000A0 3 EXCAVATION CY 215 SIS.00 53.22SOO a lr XrTEE EACH M 52.90DO0 521.600O0 5 WGATEVAWE EACH A SI.550.00 56.200.00 6 12'GATEVALVE EACH M 52.600.00 $10,400OD 7 12'AWWAC90DPVCWATER MAW LF 363 S9SOO $NMA85.00 B CONNECTTOEOSTINGMAIN EACH 1 $1.20000 SI.20D00 9 GRANULARRL EY 108 S70O0 W60L00 10 PRESSLMETEST EACH I $moo 5850D0 1] BACTEWATESf EACH I i I $I.000.00 SIAOO.00 ROADWAY -SUBTOTAL $78,620.00 CONSIRUCTION-SUBTOTALl 578.620.00 CONIJNGENCY(10>:) 57.86200 CONSTRUCTION TOTAL $86,41LO0 cote WATERVIEW APARTMENTS NOR PRORABIECOST-WATERVIEW APARTMENTS 10/17/2022 NO. IDESCRIPTION UNIT MIMQIIY UMIT CO51 iO1At PROJECT ITEMS EXCAVATION CY 2.418 SO0 S2L.27J 00 REMOVALOFE%6TING IMPROVEMENTS LS I SSA" S5.0OO O/ CONNECT TO EXISTING MANHOLE EA I S2AODDO S2p0D.00 TEMPORARY BYPASS OF EXISTING MAW LS 1 SISOMDO 5IS,000.00 K56 MOBAmATON LS 1 S5A00O0 SS.00D.00 Tr PVC LSDR-35 LF 301 SSOOD S1S100.00 MANHOLE EA 1 53.500O0 Stu"GRAMMAR FILL CY 1.418 52000 528.30.00 ROADWAY -SUBTOTAL 595.730.00 CONSTRUCTION -SUBTOTAL 595.220.00 cOIvINuNcY(lmj S9.523 CC CONSTRUCTIONTOTAL S104.753-m I � I i' I I I O I 1 I 1 _ 1 I �A :.usis:ixrr� 4- �i� YS���.C.�'r!.-•t:r.<„ '�r��n� ; � rY�' f4 T � r,� , ,: r—`u', I t ic'au-sari i t^i ` N 4 ti Yp y 'f'`.,I1r �4 E<„ � r�3�L. -- q J•..� -1� 1 �l J 'i. �i •I I Y i'!� L'YJ it r-•/PIF ISHEET C5.2 SHEET C5.4' S �! SHEET C5.1 C5.2 CS 1 I .." nasomn pl I _ n CS.4 CS. i $ •Y�1i svi: Y � Ip' LEGEND I ':��:. UTILITY NOTES ,r`. SHEET C5.3 '_ ��s < W 5 wg 1 •' Asir. O II _sue r 3�"I�'� FI — _ ���.-.- WFTER METER SCHEDULE (1 I Wall 20.0085.0013 �C5.0 r p• r p s p i r! p t `• q ! lift �I�� Ei!i i+la 1 �11!�`Ij�t!ifeLll�efiilifi� fall al; 1'1�Ilg� 'Ui lip i "pp't ' 1 •"'r' WATERVIEW APARTMENTS ii'�SUWfNn fvow[LL vnv a }^{ Fyt-. PRonCErvrFFiIL rYA VIsms i•� � .`+.�' + fi fli sulwCENIRXL EXPRESSWAY T �(� sU11Py. 0 1NS. TEXAsr3ill � PHONE: (9r})J.Vafr) Ja I'i11:1� m N f1H11 + • j � , �;�; I isI it+;;S;�Rn-Iilltl,� ,i CO, WATERVIEW APARTMEMS- 1 ! `• itl•.OIRx POI:ELL VM+w•r %y y PROV/OENIRELL rylvvi ORS I if IJINATFM9il.N l� IC110N LF1rIRAL EYA�SSW.IY SVIIEJ VALL.+S, TEMS7523r m omsrc nnn l vHa �: snl sei+r rz `