HomeMy WebLinkAboutRes 2013-12-12 Subdivision Improvement Agreement with Anna Town Center CITY OF ANNA, TEXAS
RESOLUTION NO. 2013-12-12
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A SUBDIVISION
IMPROVEMENT AGREEMENT WITH ANNA TOWN CENTER NO. 1/BRGT, LTD., ANNA
TOWN CENTER NO. 2/BRIO, LTD., ANNA TOWN CENTER NO. 3/WARN, LTD., ANNA
TOWN CENTER NO. 4/SHRP, LTD., ANNA TOWN CENTER NO. 5/HSLT, LTD., ANNA
TOWN CENTER NO. 6/LNRD, LTD., 40 PGE, LTD., O.P. LEONARD, JR. INVESTMENT
COMPANY, LTD., NANCY ALICE LEONARD INVESTMENT COMPANY, LTD.
(COLLECTIVELY, "OWNER") AND ANNA CROSSING AMC, LTD., ("PAYEE").
WHEREAS, the City of Anna, Texas (the "City") has negotiated a Subdivision Improvement
Agreement (the "Agreement") regarding the construction of certain public improvements
necessary to serve an approximate 634 acre tract of land located in the Grandison Stark
Survey, Abstract No. 798, and;
WHEREAS, the City Council of the City of Anna, Texas (the "City Council") finds that
approval of the Agreement will benefit the City and is in the best interests of the citizens of
Anna;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Subdivision Improvement Agreement.
The City Council hereby approves the Subdivision Improvement Agreement attached hereto
as Exhibit 1, and authorizes, ratifies and approves the City Manager's execution of same.
The City Manager is hereby authorized to execute all documents and to take all other
actions necessary to finalize, act under, and enforce the Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 18th
day of December, 2013,
ATTEST: APP
N& a Wilkison City Secreta ��`° O � Wayor, Mike Crist
RES.2013-12-12 Subdivision Improvement Agreement-Anna��'byyn�n rX \N\\�1, PAGE 1 OF 1 12-18-13
SUBDIVISION IMPROVEMENT AGREEMENT
This Subdivision Improvement Agreement(this"Agreement") is entered into between the City of
Anna,Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd.,Anna Town Center No. 2/13RTO,
Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town
Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., Anna Town Center No. 7/LNRD,
LLC, 40 PGE, Ltd., O.P. Leonard, Jr. Investment Company, Ltd., Nancy Alice Leonard Investment
Company, Ltd., (collectively, "Owner") and Anna Crossing AMC, Ltd., ("Payee").
WHEREAS, Owner and the City are sometimes collectively referenced in this Agreement as the
"Parties," or, each individually, as "Party"; and
WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject
matter specifically set forth herein and that this Agreement, and shall supersede any previous
agreement between the Parties and City Regulations only to the extent that any such agreements
or City Regulations directly conflict with the terms of this Agreement; and
WHEREAS, Owner owns and desires to develop a parcel or parcels of real property (the
"Property")in Collin County,Texas,which is composed of approximately 600 acres of land located
entirely within the corporate limits of the City of Anna and is more particularly and separately or
jointly described in the attached Exhibit A; and,
WHEREAS, Owner acknowledges that the obligations undertaken under this Agreement are
primarily for the benefit of the Property; and,
WHEREAS, Owner understands and acknowledges that acceptance of this Agreement not an
exaction or a concession demanded by the City but rather is an undertaking of Owner's voluntary
design to ensure consistency, quality, and adequate infrastructure that will benefit Owner's
development of the Property;
NOW,THEREFORE, in consideration of the mutual covenants contained herein,the Parties agree
as follows:
SECTION 1 RECITALS INCORPORATED
The recitals set forth above are incorporated herein as if set forth in full to further describe the
Parties' intent under this Agreement and said recitals constitute representations by Owner and
the City.
SECTION 2 DEFINITIONS
Actual Amount Paid, with respect to each category of Public Improvements, means the dollar
amount actually paid for the Reimbursable Costs at the time of full and final completion,
dedication and acceptance of each such category of Public Improvements.
SUBDIVISION IMPROVEMENT AGREEMENT—Page 1
Capital Improvements Plan means the City's plan that identifies capital improvements or facility
expansions for which impact fees may be assessed, as may be adopted or amended by the City
from time to time.
City Code means the Anna City Code of Ordinances.
City Manager means the current or acting City Manager of the City of Anna or a person
designated to act on behalf of the City Manager if the designation is in writing and signed by the
current or acting City Manager.
City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and
other policies duly adopted by the City.
Development means the new development on the Property that is the subject of this Agreement.
Estimated Reimbursable Amount, with respect to each category of Public Improvements, means
the dollar amount of Reimbursable Costs as determined under Section 3(a) of this Agreement.
Final Reimbursable Amount, with respect to each category of Public Improvements, means a
dollar amount equal to the Estimated Reimbursement Amount or the Actual Amount Paid,
whichever is less; provided, however, that the Actual Amount Paid for Reimbursable Costs shall
be deemed to constitute the Final Reimbursable Amount even if said Actual Amount Paid exceeds
the Estimated Reimbursable Amount, but only to the extent that the City has approved
reimbursement to the Owner of any Increased Amount in accordance with Section 3(a)(3) of this
Agreement.
Future Roadway Facilities mean the future roadway improvements described and depicted in
further detail in Exhibit F.
Increased Amount has the meaning assigned under Section 3(a)(3) of this Agreement.
Perimeter Trails mean the trails which may be privately owned and maintained as described and
depicted in further detail in Exhibit E.
Public Improvements mean, collectively, the following categories of improvements that shall be
owned and maintained by the City: Sanitary Sewer Facilities, Water Facilities, Roadway Facilities,
and Future Roadway Facilities.
Reimbursable Costs, with respect to each category of Public Improvements, means the cost of
design and construction of said Public Improvements as described respectively in Section 4(b)(3),
Section 5(b)(3), and Section 6(b)(2) of this Agreement. Notwithstanding any provision of this
Agreement, Reimbursable Costs do not include the value of property/easement dedications by
Owner that are located within the Property and that are necessary for access, maintenance,
repair, or removal of any of the Public Improvements.
SUBDIVISION IMPROVEMENT AGREEMENT—Page 2
Roadway Facilities mean the following improvements to be constructed by the Owner in
accordance with design/construction plans to be approved by the City: (1) the CR 422 Roadway
Improvements as described and depicted in further detail in Exhibit E, and (2)the Perimeter Trails
as described and depicted in further detail in Exhibit E.
Sanitary Sewer Facilities mean the Clemons Creek Sanitary Sewer Interceptor, the Project Lift
Station, and the Project Force Main to be constructed by Owner as described and depicted in
further detail in Exhibit B, attached hereto, and in accordance with design/construction plans to
be approved by the City.
Water Facilities mean the CR 422 Water Main Extension to be constructed by Owner as described
and depicted in Exhibit D, attached hereto, and in accordance with design/construction plans to
be approved by the City.
SECTION 3 GENERAL PROVISIONS.
(a) Determination of Estimated Reimbursable Amount. Before Owner may commence
construction of any portion of the Public Improvements, and before the City is obligated to
amend its Capital Improvement Plan as provided for under this Agreement, the Parties
must first determine the Estimated Reimbursable Amount for each category of Public
Improvements. The procedure for making such determination is as follows:
(1) Within 45 days of the Effective Date of this Agreement, Owner shall prepare and
submit to the City a written notice that includes Owner's estimates of total
reimbursable amounts for each category of Public Improvements, along with any
supporting data and materials that Owner desires the City to consider ("Estimate
Submittal"); provided, however, that solely with respect to Future Roadway Facilities
and all but Phase 1 of the Project Lift Station and the Project Force Main, an Estimate
Submittal shall be submitted at least 45 days in advance of Owner filing an application
for approval of a final plat for any phase of development of the Property that includes
Future Roadway Facilities or construction beyond Phase 1 of the Project Lift Station
and Project Force Main. Within 45 days of delivery of an Estimate Submittal to the City,
the City Manager shall provide a written notice to Owner that either: (i) confirms the
City's agreement with the estimates, in which case the agreed estimates shall
constitute the Estimated Reimbursable Amount under this Agreement and the
respective estimated amounts as to each category of Public Improvements shall be
appended to this Agreement as Exhibit G; or (ii) requires Owner to advertise for and
award bids in the same manner set forth for competitive sealed bids for each category
of Public Improvements under Local Government Code Chapter 252 as if the City were
pursuing a public improvement contract subject to said Chapter 252. If the City elects
to require Owner to seek competitive bids, Owner shall strictly follow the bidding
procedures for competitive sealed bids, shall supply the City with true and complete
copies of all notices of bid requests and all bids subsequently received.The City
Manager reserves the right to cause Owner to reject all bids and re-advertise, but the
City Manager may do so only once. Owner and the City Manager shall then negotiate
SUBDIVISION IMPROVEMENT AGREEMENT—Page 3
in good faith to reach agreement as to an Estimated Reimbursable Amount. If those
negotiations result in an agreement,then the agreed estimates shall constitute the
Estimated Reimbursable Amount under this Agreement and the respective estimated
amounts as to each category shall be appended to this Agreement as Exhibit G.
(2) If Owner and the City reach agreement on an Estimated Reimbursable Amount, Owner
may thereafter from time to time request that the City approve reimbursement to
Owner of any portion of Reimbursable Costs that exceeds the Estimated Reimbursable
Amount ("Increased Amount"). A request for reimbursement shall not be deemed
finally approved by the City unless the request is: (i) made in accordance with this
Agreement; (ii) reviewed and signed by the City Manager or designee in advance of
any expenditure or transaction being made for the Increased Amount; and (iii) is
properly documented as being a portion of the Actual Amount Paid under Section 3(b)
of this Agreement. The City Manager may deny a request, approve a request in whole
or in part, or approve a request with conditions. The City Manager shall not
unreasonably deny, condition or delay the reimbursement request of an Increased
Amount. If no written approval of a request is provided to Owner by the City Manager
within five business days after the request is delivered to the City,the request shall be
deemed to be denied, except that Owner and the City Manager may extend the time
period for approval by mutual agreement. Requests for reimbursement of an
Increased Amount must:
A. be in writing and signed by Owner;
B. include supporting materials justifying the Increased Amount;
C. include a true and complete copy of the proposed written change order from the
contractor and/or subcontractor who shall perform the work and/or provide the
materials described in the change order; and
D. be requested sufficiently in advance of any expenditure or transaction being made
for the Increased Amount that is the subject of the Request, but in no event any
later than five business days before making any such expenditure or transaction.
(3) Any Reimbursable Costs that exceed the Estimated Reimbursable Amount that are a
result of change orders to the construction contracts for the Public Improvements,
that are requested in writing by the City Manager, shall be an approved Increased
Amount.
(b) Documentation of Actual Amount Paid. Once Owner fully completes each category of
Public Improvements, and before the City has accepted such category of Public
Improvements after inspection, Owner shall provide the City Manager with documentation
reasonably acceptable to the City Manager evidencing the Actual Amount Paid for that
category of Public Improvements.
SUBDIVISION IMPROVEMENT AGREEMENT—Page 4
(c) Limit of City Participation and Procurement Method. If any of the construction contracts for
the Public Improvements are not competitively bid in compliance with Texas Local
Government Code Chapter 252,then with respect to those contracts the limit of City
participation in funding those construction costs—including the reimbursement of impact
fees to Owner as provided for in this Agreement—shall not exceed 30%of the total
contract price; provided, however, that said 30% limitation shall not apply the City's
participation in funding the cost for any oversizing of any of the Public Improvements,
including but not limited to increased capacity of improvements to anticipate future
development in other areas. As such, the City's reimbursements required to be made to
Owner under this Agreement—at least with respect to the offsite and oversized
improvements—are not included in determining the 30% limitation.
(d) Books and Records of Owner. If any of the construction contracts for the Public
Improvements are not competitively bid in compliance with Texas Local Government Code
Chapter 252,then—with respect to any information related to those contracts—the
owners books and records shall be available for inspection by the City at all reasonable
times upon the City's request.
(e) Performance Bond, Payment Bond and Other Security. For each construction contract for
any part of the Public Improvements, Owner or Owner's contractor must execute a
performance bond in favor of the City and a payment bond for the construction and work
covered by those contracts, which bonds shall be in accordance with Texas Government
Code, Chapter 2253 and applicable City Regulations. For each construction contract for any
part of the Public Improvements, Owner or Owner's contractor further must execute a
Maintenance Bond in accordance with applicable City Regulations that guarantee the costs
of any repairs which may become necessary to any part of the construction work
performed in connection with the Public Improvements, 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 Improvements constructed under such contract.
(f) Public Improvements, Generally. Except as otherwise expressly provided for in this
Agreement, Owner shall provide all Public Improvements, including streets, utilities,
drainage, sidewalks,trails, street lighting, street signage, and all other required
improvements, at no cost to the City except as provided herein, in accordance with City
Regulations, and as approved by the City's engineer or his or her agent. Owner shall cause
the installation of such improvements within all applicable time frames in accordance with
the City Regulations unless otherwise approved herein. Owner 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 engineer or his or
her agent prior to approval of a Final Plat. Construction of such improvements shall not be
initiated until a pre-construction conference has been held regarding the proposed
construction and City has issued a written notice to proceed.
SUBDIVISION IMPROVEMENT AGREEMENT–Page 5
(g) Acceptance of Public Improvements and Owner's Remedy. It shall not be a breach or
violation of the Agreement if the City withholds City utility services of any type that it is
obligated to provide under this Agreement or otherwise obligated to provide until all
required Sanitary Sewer Facilities and Water Facilities are properly constructed according
to the approved engineering plans and City Regulations, and until such Sanitary Sewer
Facilities and Water Facilities are dedicated to and accepted by the City. From and after the
inspection and acceptance by the City of the Public Improvements and any other
dedications required under this Agreement, such improvements and dedications shall be
owned by the City. Owner's sole remedy for nonperformance of this Agreement by the
City shall be to seek specific performance and payment pursuant to the terms of this
Agreement.
(h) 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 Owner pursuant to this
Agreement or pursuant to City Regulations shall not constitute or be deemed to be a
release of the responsibility and liability of Owner, his engineer, employees, officers or
agents for the accuracy and competency of their design and specifications. Further, any
such approvals shall not be deemed to be an assumption of such responsibility and liability
by the City for any defect in the design and specifications prepared by Owner's engineer,
his officers, agents, servants or employees, it being the intent of the parties that approval
by the City's engineer signifies the City's approval on only the general design concept of the
improvements to be constructed.
(i) Insurance. Owner or its contractor(s) shall acquire and maintain, during the period of time
when any of the Public Improvements are under construction (and until the full and final
completion of the Public Improvements 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 Improvements construction contracts,
whether by Owner, a contractor, subcontractor, materialman, or otherwise. Coverage must
be on an "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 Improvement
construction contracts, Owner 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.
SUBDIVISION IMPROVEMENT AGREEMENT—Page 6
(j) Indemnification and Hold Harmless. EACH OWNER COVENANTS AND AGREES TO
INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING DEATH,TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND
EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS) ARISING OUT
OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE
WRONGFUL ACTS OR OMISSIONS OF THAT OWNER, ITS AGENTS,SERVANTS,
CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH
THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE PUBLIC IMPROVEMENTS,
INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH
INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT. AT NO TIME SHALL THE CITY
HAVE ANY CONTROL OVER OR CHARGE OF THE OWNER'S DESIGN, CONSTRUCTION OR
INSTALLATION OF ANY OF THE PUBLIC IMPROVEMENTS THAT ARE THE SUBJECT OF THIS
AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES
UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES
NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND OWNER OR BETWEEN OWNERS.
EACH OWNER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND
DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS, BY ANY PERSON CLAIMING AN
OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND
WHICH CLAIMS: (1)ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON THAT OWNER'S
REPRESENTATIONS IN THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN
CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH OWNERSHIP OF THE
PROPERTY; OR (3) ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF ANY TYPE OF
DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. THIS
AGREEMENT IS NOT INTENDED TO MAKE ANY OWNER RESPONSIBLE FOR WRONGFUL ACTS
OR OMISSIONS OF ANOTHER OWNER.
(k) Eminent Domain. Owner agrees to use reasonable efforts to obtain all third-party rights-of-
way, consents, or easements, if any, required for the Public Improvements. If, however,
Owner is unable to obtain such third-party rights-of-way, consents, or easements within
ninety (90) days of commencing efforts to obtain the needed easements and right of way,
the City agrees to take reasonable steps to secure same (subject to City Council
authorization after a finding of public necessity)through the use of the City's power of
eminent domain. Owner shall be responsible for funding all reasonable and necessary legal
proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert
witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the
exercise of its eminent domain powers and shall escrow with a mutually agreed upon
escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the
initiations of each eminent domain proceeding and as funds are needed by the City.
Provided that the escrow fund remains appropriately funded in accordance with this
Agreement,the City will use all reasonable efforts to expedite such condemnation
procedures so that the Public Improvements can be constructed as soon as reasonably
SUBDIVISION IMPROVEMENT AGREEMENT—Pagel
possible. If the City's Eminent Domain Fees exceed the amount of escrowed funds, Owner
shall deposit additional funds as requested by the City into the escrow account within ten
(10) days after written notice from the City. Any unused escrow funds will be refunded to
Owner with ten (10) days after any condemnation award or settlement becomes final and
non-appealable. Nothing in this subsection (k) is intended to constitute a delegation of the
police powers or governmental authority of the City, and the City reserves the right, at all
times, to control its proceedings in eminent domain.
(1) Payee Information. With respect to any and every type of payment/remittance due to be
paid at any time by the City to the Owner under this Agreement, the name of Payee for
such payment shall be Anna Crossing AMC, Ltd., and the payment/remittance shall be sent
or delivered to the following address:
Richard M. Skorburg
8214 Westchester
Suite 710
Dallas, TX 75225
(m) Notwithstanding any provision to the contrary contained in this Agreement, Anna Town
Center No. 1 BRGT, Ltd. shall be the Owner solely responsible for and liable for the funding
and construction of the Roadway Improvements, Water Facilities and Sanitary Sewer
Facilities except for the Future Project Lift Station and Future Project Force Main shown on
Exhibit B, and the Future Roadway Facilities shown on Exhibit F.
(n) Notwithstanding any provision to the contrary contained in this Agreement, the Owner of a
Development that necessitated the construction of the Water Loop, particular Future
Roadway Facilities, or the Future Project Lift Station and Future Project Force Main shall be
responsible for the funding and construction of said improvements.
(o) Each Owner shall be responsible for the other improvements set forth in this Agreement
that are within or abutting that Owner's portion of the Property.
(p) Notwithstanding any provision to the contrary contained in this Agreement, the
termination of the City's obligations and the termination of this Agreement shall occur as
to all person(s) or entity(ies)that are considered to be an "Owner" or a "Payee" under this
Agreement if any one or more of such persons or entities fail to fund, construct and/or
record plats within the applicable time periods as set forth in Sections 4(a)(2), (4)(b)(3)iii.1.,
(4)(b)(4)i., 5(a)(2), 5(b)(4), 6(a)(2), 6(b)(2)ii., 9(a)(1), and 9(a)(2).
SECTION 4 SANITARY SEWER FACILITIES
(a) Owner's Obligations.
(1) Owner is responsible for funding and construction of all sanitary sewer improvements
required to serve the property, including but not limited to the Sanitary Sewer
SUBDIVISION IMPROVEMENT AGREEMENT—Page 8
Facilities; provided, however,that Owner—to the extent provided for in this
Agreement—shall be entitled to reimbursement of certain impact fees in a total
amount that shall not exceed the Final Reimbursable Amount for the Sanitary Sewer
Facilities.
(2) Within three (3)years of the Effective Date, Owner agrees to complete in a good and
workmanlike manner construction of the Clemons Creek Sanitary Sewer Interceptor
and Phase 1 of the Project Lift Station, and the Project Force Main as shown on
Exhibit B. If Owner fails to fully complete construction of the Clemons Creek Sanitary
Sewer Interceptor and Phase 1 of the Project Lift Station and Project Force Main in said
manner within three (3)years of the Effective Date of this Agreement,then Owner's
and the City's obligations under this Section 4 shall terminate.
(b) City's Obligations.
(1) Upon approval of the engineering plans required under City Regulations, the City will
initiate the required procedures to include the Sanitary Sewer Facilities in its Capital
Improvement Plan.
(2) The City will collect in accordance with City Regulations and state law certain sanitary
sewer impact fees and will remit same to Owner on a calendar quarterly basis until the
total amount remitted to Owner is equal to the Final Reimbursable Amount of the
Reimbursable Costs (as described in the following subsection)for the Sanitary Sewer
Facilities; after which time,the City's obligation to remit sanitary sewer impact fees to
Owner shall cease.The impact fees that shall be so collected and remitted to Owner
include those collected with respect to development of: (i) the Property; and (ii) other
new developments that will use a portion of the capacity of the Clemons Creek
Sanitary Sewer Interceptor constructed by Owner. Said impact fees shall be the sole
source of reimbursement/funding that City is obligated to provide to Owner in
connection with the Sanitary Sewer Facilities even if the total amount of said impact
fees is less than the Final Reimbursable Amount for the Sanitary Sewer Facilities.
(3) Reimbursable Costs of the Sanitary Sewer Facilities include:
i. All of the off-site, third-party property/easement acquisitions,
engineering, design, and construction costs of the Sanitary Sewer
Facilities; provided, however, that reimbursable costs as relates to third-
party property/easement acquisitions shall be limited to the fair-market
value of any property/easement acquired, plus any damages to the
remainder, all as determined by a Licensed Appraiser selected by the City
and Eminent Domain Fees. For the purposes of this paragraph, "off-site"
is defined as starting at the existing manhole in Melissa (including the
required NTMWD meter and vault), and extending north to the southern
boundary of the District A residential tract, as depicted in Exhibit B.
SUBDIVISION IMPROVEMENT AGREEMENT–Page 9
i
ii. All of the construction costs to increase the size of the on-site sewer line
from 8 inches to 15 inches. For the purposes of this paragraph, "on-site"
is defined starting at the southern boundary of the District A residential
tract and extending north to CR 422.
iii. All of the engineering, design and construction costs of the Project Lift
Station and Project Force Main as shown on Exhibit B up to a maximum
amount of$750,000 subject to the following reimbursement schedule.
1. Reimbursement of 100%of the sanitary sewer impact fees collected
for Phase 1 of the Project Lift Station and Project Force Main up to a
maximum reimbursable amount of$250,000; and thereafter
Reimbursement of 25%of the sanitary sewer impact fees collected up
to a total maximum reimbursable amount of$750,000 for the Project
Lift Station and Project Force Main constructed by the Owner and
accepted by the City within ten (10) years of the Effective Date.
(4) Subject to paragraph (4)(i) below, City will reserve for ten (10) years from the Effective
Date, two (2) MGD of the three (3) MGD of sanitary sewer capacity(as defined in
Exhibit C)—acquired by the City through an interlocal agreement with the City of
Melissa ("Melissa Interlocal Agreement"), attached hereto as Exhibit C—in the
Clemons Creek Sanitary Sewer Interceptor to serve the Property; provided however,
that said reservation of capacity shall be subject to the requirements and limitations of
the North Texas Municipal Water District Regional Wastewater Customer Service
Contract for Customer Service with the City of Anna, attached hereto as Exhibit C1 to
the extent that said requirements and limitations may at any time result in the City
being contractually required to reserve less than the above-referenced two (2) MGD of
sewer capacity. Notwithstanding the foregoing or any other provision in this
Agreement,the City shall have the right at any time once it becomes a member of the
North Texas Municipal Water District Regional Wastewater Treatment System and
Upper East Fork Regional Interceptor System ("Regional Wastewater System")to
convey its interest in the sanitary sewer capacity acquired by the City under the
Melissa Interlocal Agreement to the North Texas Municipal Water District, in which
event Owner shall receive capacity from the City through the Regional Wastewater
System in accordance with the City's contractual obligations with regard to the
Regional Wastewater System and the City shall not be obligated to reserve any
capacity for Owner.
L If complete final plats that included at least 300 single family residential
lots located on the Property have not been filed in the Land Recordings of
the Collin County Clerk's Office within six (6) years of the Effective Date,
the City's obligations under Section 4 paragraph (b)(4) above shall
terminate. Construction by the Owner and acceptance by the City of all
the public infrastructure required to serve the Property, as set forth in a
SUBDIVISION IMPROVEMENT AGREEMENT–Page 10
final plat approved by the City, is a pre-requisite for filing such final plat
in the Land Recordings with the Collin County Clerk's Office.
SECTION 5 WATER FACILITIES
(a) Owner Obligations.
(1) Owner is responsible for funding and construction of all water improvements required
to serve the property, including but not limited to the Water Facilities; provided,
however,that Owner—to the extent provided for in this Agreement—shall be entitled
to reimbursement of certain impact fees in a total amount that shall not exceed the
Final Reimbursable Amount for the Water Facilities.
(2) Within three (3)years of the Effective Date, Owner agrees to complete in a good and
workmanlike manner construction of the Water Facilities. If Owner fails to fully
complete construction of the Water Facilities in said manner within three (3) years of
the Effective Date of this Agreement, then Owner's and the City's obligations under
this Section 5 shall terminate.
(3) Owner agrees that the number of lots to be developed in the Property shall be limited
by the City's ability to provide adequate domestic water service and meet the
minimum fire flows as required by the City's Fire Chief and applicable development
regulations adopted by the City. Owner agrees that the determination of the ability to
meet "adequate domestic water service and fire flows" and the maximum number of
lots that can be developed will be made by the City in consultation with its engineer
through a hydraulic analysis of the existing water distribution system and using the
same demand criteria as established in the City's water distribution system master
plan.
(4) Owner shall construct a loop of the CR 422 Water Main from its terminus back to the
water main that runs parallel to the DART rail line (the "Water Loop") when
determined necessary by the City to comply with reasonable requirements for
minimum fire flows, or when the total number of residential lots constructed within
the Property exceeds 250, whichever occurs first. The minimum size of the Water
Loop shall be 12 inches, and the final location and alignment of the Water Loop shall
be subject to approval by the City.
(b) City Obligations
(1) Upon approval of the engineering plans required under City Regulations, the City will
initiate the required procedures to include the Water Facilities in its Capital
Improvement Plan.
(2) The City will collect in accordance with City Regulations and state law certain water
impact fees and will remit same to Owner on a calendar quarterly basis until the total
SUBDIVISION IMPROVEMENT AGREEMENT–Page 11
amount remitted to Owner is equal to the Final Reimbursable Amount of the
Reimbursable Costs, as described in the paragraph (3), below, for the Water Facilities;
after which time, the City's obligation to remit water impact fees to Owner shall cease.
The impact fees that shall be so collected and remitted to Owner include those
collected with respect to development of: (i) the Property; and (ii) other new
developments that will directly tie into and use a portion of the capacity of the CR 422
Water Main Extension. Said impact fees shall be the sole source of
reimbursement/funding that City is obligated to provide to Owner in connection with
the Water Facilities even if the total amount of said impact fees is less than the Final
Reimbursable Amount for the Water Facilities.
(3) Reimbursable Costs of the Water Facilities include:
i. All of the off-site,third-party property/easement acquisitions,
engineering, design, and construction costs; provided, however, that
reimbursable costs as relates to third-party property/easement
acquisitions shall be limited to the fair-market value of any
property/easement acquired, plus any damages to the remainder, all as
determined by a Licensed Appraiser selected by the City and Eminent
Domain Fees. For the purposes of this paragraph, "off-site" is defined as
starting at the existing water main that runs parallel to the DART line, and
extending east along CR 422 to the western boundary of the District A
residential tract as depicted in Exhibit D; and, from the eastern boundary
of the District A residential tract extending east to the north/south leg of
CR 422.
ii. All of the construction costs to increase the size of the on-site water line
from 8 inches to 12 inches. For the purposes of this paragraph, "on-site"
is defined as starting at the western boundary of the District A tract and
extending east to the east boundary of the District A tract; and, from the
southern boundary of the District B residential tract as depicted In in
Exhibit D, and extending north to the northern boundary of the District B
residential tract.
(4) Upon City's approval—if such approval shall occur within three (3) years of the
Effective Date—of the engineering plans required under City Regulations for the Water
Loop,the City will initiate the required procedures to include the construction cost
required to increase the size of the Water Loop from 8 inches to 12 inches in its water
impact fee capital improvements plan.
SECTION 6 ROADWAY FACILITIES AND FUTURE ROADWAY FACILITIES
(a) Owner Obligations.
SUBDIVISION IMPROVEMENT AGREEMENT–Page 12
(1) Owner is responsible for funding and construction of all roadway improvements
required to serve the Property, including but not limited to the Roadway Facilities and
at least two lanes of each roadway included in Exhibit E1 Future Roadway Facilities;
provided, however,that Owner—to the extent provided for in this Agreement—shall
be entitled to reimbursement of certain road capital improvement fees in a total
amount that shall not exceed the Final Reimbursable Amount for the Roadway
Facilities and the Future Roadway Facilities.
(2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and
workmanlike manner construction of the Roadway Facilities. If Owner fails to fully
complete construction of the Roadway Facilities in said manner within three (3) years
of the Effective Date of this Agreement, then Owner's and the City's obligations under
this Section 6 shall terminate.
(3) Owner agrees to pay to City a Road Capital Improvement Fee, which shall be the
greater of: (1) $1350 per living unit for single family and duplex developments, $750
per living unit for multi-family developments, and $1,500 per 1,000 SF of gross floor
area for all other types of land use; or (2) an amount equal to any applicable roadway
impact fee subsequently adopted by the City. As to any given living unit or as to any
given 1,000 SF of gross floor area for all other types of land use, Owner shall not be
obligated to pay both the Road Capital Improvement Fee and a roadway impact fee
adopted by the City. The Road Capital Improvements Fee shall be paid when each
building permit is issued.
(b) City Obligations.
(1) City will collect the Road Capital Improvement Fee on each building permit issued
within the Property. City will remit the Road Capital Improvement Fees to Owner on a
calendar quarterly basis until the total amount remitted to Owner is equal to the Final
Reimbursable Amount of the Reimbursable Costs, as described in the paragraph (2),
below, for the Roadway Facilities and the Future Roadway Facilities. Said Road Capital
Improvement Fees shall be the sole source of reimbursement/funding that City is
obligated to provide to Owner in connection with the Roadway Facilities and Future
Roadway Facilities even if the total amount of said Road Capital Improvement Fees is
less than the Final Reimbursable Amount for the Roadway Facilities and Future
Roadway Facilities.
(2) Reimbursable Costs.
L Reimbursable Costs of the Roadway Facilities include all of the off-site,third-party
property/easement acquisitions, if any, and engineering, design, and construction
costs necessary for the Roadway Facilities; provided, however, that Reimbursable
Costs as relates to third-party property/easement acquisitions shall be limited to
the fair-market value of any property/easement acquired, plus any damages to the
SUBDIVISION IMPROVEMENT AGREEMENT–Page 13
remainder, all as determined by a Licensed Appraiser selected by the City and
Eminent Domain Fees.
ii. Except as outlined in paragraph (2)(iii) below, Reimbursable Costs of the Future
Roadway Facilities include engineering, design, and construction costs necessary
for Future Roadway Facilities in excess of two lanes of each roadway included in
Exhibit E1 that are constructed by the Owner and accepted by the City within ten
(10) years of the Effective Date of this Agreement.
iii. Reimbursable Costs of the Future Roadway Facilities do not include costs
associated with roadway improvements, including Future Roadway Facilities,
constructed by the Owner as the result of a demonstrated need identified in a
traffic impact analysis required by the City under Article 3, Section 1.03 (e) of the
City's Subdivision Regulations.
(c) Notwithstanding the foregoing or any other provision in this Agreement,the City may
require the Owner to construct any roadway required to serve the Property, including the
Future Roadway Facilities, consistent with City Regulations. Road Capital Improvement
Fees remitted to the Owner are limited to the Reimbursable Costs as described in the
subsection (b)(2), above, for the Roadway Facilities and the Future Roadway Facilities.
(d) The Owner's obligation to pay Road Capital Improvement Fees shall terminate when the
Road Capital Improvement Fees collected by the City are equal to the sum of the Final
Reimbursable Amount for the Roadway Facilities and the Final Reimbursable Amount for
Future Roadway Facilities; provided, however,that upon termination of the Owner's
obligation to pay Road Capital Improvement Fees,the Owner shall have a continuing
obligation to pay any applicable per-living unit and per-square footage roadway impact fee
adopted by the City with respect to any portion of new development for which Owner had
not previously paid the per-living unit and per-square footage Road Capital Improvement
Fee.
SECTION 7 DEVELOPMENT FEES AND FIRE FEES
(a) Owner Obligations as to Development Fees
Except as otherwise expressly stated in this Agreement, Owner shall pay all applicable
development and permit application fees and inspection fees in the amounts and at the
times as required under generally applicable City Regulations that are in effect at the time
each required development or permit application for the Property is accepted as
substantially complete by the City.
(b) Owner Obligations as to Fire Capital Improvement Fees
Owner agrees to pay to City a Fire Capital Improvement Fee, which shall be: (1) $200 per
living unit for single family and duplex developments, $100 per living unit for multi-family
SUBDIVISION IMPROVEMENT AGREEMENT—Page 14
I
developments, and $200 per 1,000 SF of gross floor area for all other types of land use. The
Fire Capital Improvement Fee shall be shall be paid when each building permit is issued.
SECTION 8 EFFECTIVE DATE
The Effective Date of this Agreement is the date that the last of the Parties' signatures to
this Agreement is fully and properly affixed to this Agreement and acknowledged by a
public notary.The City's duties and obligations hereunder shall not arise unless and until
the City Council has duly adopted this Agreement and Owner has duly executed same.
SECTION 9 TERMINATION
(a) This Agreement and all obligations of the Parties hereto, shall terminate upon full
performance of the terms of this Agreement or if Owner does not satisfy one of the
following events:
(1) Owner fails to meet all requirements (per City's Regulations) necessary to file a final
plat of phase I of District A(as shown in Exhibit H), consisting of at least 50 residential
lots in the Land Recordings with the Collin County Clerk's Office within five (5) years of
the Effective Date of this Agreement, or;
(2) Owner fails to meet all requirements (per City's Regulations) necessary to file a final
plat of phase I of District B (as shown in Exhibit 1), consisting of at least 20 residential
lots in the Land Recordings with the Collin County Clerk's Office within five (5) years of
the Effective Date of this Agreement, or
(3) The Agreement has been terminated as otherwise set forth in this Agreement.
SECTION 10 SUCCESSORS AND ASSIGNS
(a) All obligations and covenants of Owner under this Agreement shall constitute covenants
running with the land, and shall bind Owner and each successive owner of all of any
portion of the Property; provided, however, the terms of this Agreement shall (i) not be
binding on the owner of any residence that is purchased by such owner from a
homebuilder, and (ii) be subordinate to the lien of(and shall not be binding on) any
mortgagee who finances or refinances residences constructed on the Property.
(b) Without limiting the generality of the foregoing and except as otherwise provided in this
paragraph, Owner has the right (from time to time upon delivery of 14 days' prior written
note to the City)to assign this Agreement, in whole or in part, and including any obligation,
right, title, or interest of Owner under this Agreement, to any person or entity (an
"Assignee")that is or will become an owner of any portion of the Property or that is an
entity that is controlled by or under common control with Owner. Further, no assignment
by Owner shall release Owner from any liability that resulted from an act or omission by
Owner that occurred prior to the effective date of the assignment unless the City approves
the release in writing. Notwithstanding the foregoing, Owner shall not assign this
SUBDIVISION IMPROVEMENT AGREEMENT—Page 15
Agreement, in whole or in part,to an Assignee if the City, after action by the City Council
(which action shall be considered by the City in good faith based upon financial and
performance criteria, and which action shall not be unreasonably withheld, conditioned or
delayed), notifies Owner within 14 days of receipt of the written notice required by this
Section 10(b) that such Assignee fails to satisfy the City's financial and performance criteria.
If the City provides such notice to Owner then the Parties, within 14 days of such notice,
shall mediate the dispute. The mediator shall be mutually agreed-upon; and the cost of
such mediator shall be paid equally by the Parties. The mediator's determination shall be
binding on the Parties. If a Party refuses to mediate, then the decision of the Party willing
to mediate shall be binding.
(c) Each assignment shall be in writing executed by Owner 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. From and after such
assignment, the City agrees to look solely to the Assignee for the performance of all
obligations assigned to the Assignee and agrees that Owner shall be released from
subsequently performing the assigned obligations and from any liability that results from
the Assignee's failure to perform the assigned obligations; provided, however, Owner shall
not be released until the City receives an executed copy of such assignment. Further, no
assignment by Owner shall release Owner from any liability that resulted from an act or
omission by Owner that occurred prior to the effective date of the assignment unless the
City approves the release in writing. Owner shall maintain written records of all
assignments made by Owner to Assignees, including a copy of each executed assignment
and the Assignee's Notice information as required by this Agreement, and, upon written
request from any Party or Assignee, shall provide a copy of such records to the requesting
person or entity.
SECTION 11 MISCELLANEOUS PROVISIONS
(a) Authority to execute contract. The undersigned officers and/or agents of the parties
hereto are the properly authorized officials and have the necessary authority to execute
this Agreement on behalf of the parties hereto, and each party hereby certifies to the other
that any necessary resolutions or other act extending such authority have been duly passed
and are now in full force and effect.
(b) Notice. All notices, demands or other communications required or provided hereunder
shall be in writing and shall be deemed to have been given on the earlier to occur of actual
receipt or three (3) days after the same are given by hand delivery or deposited in the
United States mail, certified or registered, postage prepaid, return receipt requested,
addressed to the parties at the addresses set forth below or at such other addresses as
such parties may designate by written notice to the other parties in accordance with this
notice provision.
I
SUBDIVISION IMPROVEMENT AGREEMENT—Page 16
If to the City: City of Anna
Attn: City Manager
P.O. Box 776
111 N. Powell Parkway
Anna, TX 75409
If to Owner: Richard M. Skorburg
8214 Westchester, Suite 710
Dallas,TX 75225
(c) 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 Owner expressly amending the terms of this Agreement.
(d) Applicable Law and Venue. This Agreement shall be performable and all compensation
payable in Collin County, Texas. Venue and exclusive jurisdiction under this Agreement lies
in a court of competent jurisdiction in Collin County, Texas.
(e) Severability. If any clause, paragraph, section or portion of this Agreement shall be found
to be illegal, unlawful, unconstitutional or void for any reason, the balance of the
Agreement shall remain in full force and effect and the unlawful provision shall be replaced
with a provision as similar in terms and effect to such unlawful provision as may be valid,
legal and enforceable.
(f) Representation. Each signatory representing this Agreement has been read by the party
for which this Agreement is executed and that such Party has had an opportunity to confer
with its counsel.
(g) Consideration. This Agreement is executed by the Parties hereto without coercion or
duress and for substantial consideration,the sufficiency of which is hereby acknowledged.
(h) Waiver. Waiver by either Party or any breach of this Agreement, or the failure of either
Party to enforce any of the provisions of this Agreement, at any time, shall not in any way
affect, limit or waive such Party's right thereafter to enforce and compel strict compliance
of the Agreement.
(i) Force Majeure. The time frames for Owner's performance as set forth in this Agreement
shall be extended by time frames equal to any delays caused by events of Force Majeure
which include an act of God, fire, earthquake, floods, explosion, adverse weather, war,
terrorism, invasion, insurrection, riot, mob violence, sabotage, inability to procure or
general shortage of labor, equipment, facilities, materials or supplies in the open market
for reasons other than cost increases, failure of transportation, strikes, lockouts, action of
labor unions, condemnation, laws, orders of governmental or civil military or naval
authorities, governmental delays in approving plans and issuing permits in cases where
SUBDIVISION IMPROVEMENT AGREEMENT—Page 17
same are ultimately approved or issued,when the foregoing causes are not within the
control of Owner.
(j) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties
hereto. The language of all parts of this Agreement shall be construed as a whole
according to its fair meaning, and any presumption or principle that the language herein is
to be construed against any Party shall not apply. Headings in this Agreement are for the
convenience of the Parties and are not intended to be used in construing this document.
(k) Estoppel Certificate. Within 30 days of written request by Owner, the City Manager shall
provide an estoppel certificate in recordable form stating that (i) either the Agreement is in
full force and effect or the Agreement has been terminated and the reasons for
termination; and (2)to the extent requested by Owner, a statement evidencing completion
or the status of completion of the Public Improvements in accordance with this Agreement.
(1) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City,
Owner and Payee and is not intended to and shall not confer any rights or benefits on any
third party not a signatory hereto.
(m) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Owner
and to any successor owner/developer of the Property, may be recorded in the Collin
County property records, and runs with the land. City agrees to execute documents in
recordable form evidencing completion of one or more Public Improvements once
completed in accordance with this Agreement.
(n) Counterparts. This Agreement may be executed in a number of identical counterparts,
each of which shall be deemed an original for all purposes.
[SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
SUBDIVISION IMPROVEMENT AGREEMENT—Page 18
Owner:
Anna Town Center No. 1/BRGT, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 1/BRGT GP Corporation,
a Texas Corporationf its G Partner
By: e
Richard M. k ur , i A
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me,the undersigned notary public, on the day of e, Lam., 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 1/BRGT GP
Corporation, in its capacity as general partner for Anna Town Center No. 1/BRGT, Ltd.
AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9, 2017
579If Jt\<F.�'
SUBDIVISION IMPROVEMENT AGREEMENT—Page 19
Owner:
Anna Town Center No. 2/BRTO, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 2/BRTO GP Corporation,
a Texas Corporation, its General Panr
By:
Richard M. Skorbu,r , it e ' en
IN WITNESS WHEREOF:
STATE OF TEXAS §
§
COUNTY OF _ §
Before me,the undersigned notary public, on the , day of � rr Lk-0 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to b he person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 2/BRTO GP
Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd.
�OYpN0
AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
ti
May 9, 2017
srgtvar<tr
SUBDIVISION IMPROVEMENT AGREEMENT—Page 20
Owner:
Anna Town Center No. 3/WARN, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 3/WARN GP Corporation,
a Texas Corporation, its ever rtner
22
By:
Richard M. kou , it i e
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF _ ` - §
Before me,the undersigned notary public, on the day ofFtbVj , 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to beAhe person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 3/WARN GP
Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd.
AYP"o, AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9, 2017
s'n r,w<'��
SUBDIVISION IMPROVEMENT AGREEMENT—Page 21
Owner:
Anna Town Center No. 4/SHRP, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No.4/SHRP GP Corporation,
a Texas Corporation, its General r
By:
y
Richard M. Skorbu P e '
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the ` day of P- KGULK0 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to I?e the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No.4/SHRP GP
Corporation, in its capacity as general partner for Anna Town Center No.4/SHRP, Ltd.
jVv L' _ r
Aw"Y AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9,2017
SUBDIVISION IMPROVEMENT AGREEMENT—Page 22
Owner:
Anna Town Center No. 5/HSLT, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 5/HSLT GP Corporation,
a Texas Corporation, its General P _ r
By:
Richard M. Skorbrg, s P si
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF Uc L §
Before me,the undersigned notary public, on the day of w= iEv - .0 tH — 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to b(' the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 5/HSLT GP
Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd.
AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9,2017
SUBDIVISION IMPROVEMENT AGREEMENT—Page 23
Owner:
Anna Town Center No. 6/LNRD, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 6/LNRD GP Corporation,
a Texas Corporation, its Gener er
By:
Richard M. ko pg, its r e
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF ? §
Before me,the undersigned notary public, on the day of2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to l the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Town Center No. 6/LNRD GP
Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd.
f � - d2- Imo}
AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9, 2017
SnI t+<'5
SUBDIVISION IMPROVEMENT AGREEMENT—Page 24
Owner:
Anna Town Center No. 7/LNRD, LLC,
a Texas limited liability company,
By: Skorburg ATC No. 7/LNRD, Ltd.,
a Texas Limited Partnership
By: Skorburg ATC No. 7/LNRD GP Corporation,
a Texas corporation, its Gener ner
By:
Richard M.!Sk&rhLVg, i s P
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me,the undersigned notary public, on the day ofb- QWA , 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to bethe person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Skorburg ATC No. 7/LNRD GP Corporation, in
its capacity as general partner for Skorburg ATC No. 7/LNRD, Ltd., in its capacity as managing
member of Anna Town Center No. 7/LNRD, LLC.
NQS PHY{'(rOj
AMBER BEARDSLEY NotaryPublic, State of Texas
My commission Expires
ti
May 9, 2017
a}rr tiF AFF?
SUBDIVISION IMPROVEMENT AGREEMENT—Page 25
Owner:
40 PGE, Ltd.,
a Texas Limited Partnership
By: 40 PGE GP Corporation,
a Texas Corporation, its GenerjaLPartner
By:
ichard Sk ,iit
IN WITNESS WHEREOF:
STATE OF TEXAS §
§
COUNTY OF i LIL V) §
Before me,the undersigned notary public, on the day of -CbY-U, y�� 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to b he person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of 40 PGE GP Corporation, in its capacity as
general partner for 40 PGE, Ltd.
^"
AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9, 2017
SrAF UV p
SUBDIVISION IMPROVEMENT AGREEMENT—Page 26
Owner:
O.P. Leonard,Jr. Investment Company, Ltd.,
a Texas Limited Partnership
By: Pecan TEX, LLC,
a Texas Limited Liability Company, its General Partner
O.P. "Paul Leonard,Jr.)a President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned notary public, on the 18th day of February , 2014,
personally appeared O.P Leonard,Jr., known to me (or proved to me) to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same in his capacity as President of Pecan TEX, LLC, in its capacity as general partner for O.P.
"Paul" Leonard,Jr. Investment Company, Ltd. ,
d
MARIK.WHISSIOTEMAN Notary Public, State of Texas
* "= MY COMMIN EXPIRES
May 24,2014
Jae 4!FPS
SUBDIVISION IMPROVEMENT AGREEMENT—Page 27
Owner:
Nancy Alice Leonard Investment Company, Ltd.
a Texas Limited Partnership
By: Pecan TEX, LLC,
a Texas Limited Liability Company, its General Partner
By:
O.P. "Paul' Leonard,Jr., Pr` ent
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned notary public, on the 18th day of February , 2014,
personally appeared O.P. "Paul' Leonard,Jr., known to me (or proved to me) to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as Manager and President of Pecan TEX, LLC, in its capacity as
general partner for Nancy Alice Leonard Investment Company, , Ltd.
MARiK.WHITEMAN Notary Public, State of Texas
MY COMMISSION EXPIRES
May 24,2011
SUBDIVISION IMPROVEMENT AGREEMENT—Page 28
Payee:
ANNA CROSSING AMC, LTD.
By: ANNA CROSSING AMC GP ORATION
By:_
7---
Richard M. Sko rgM9 -
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the_ day of4k� UJUr, , 2014,
personally appeared Richard M. Skorburg, known to me (or proved to me)to b the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same in his capacity as President of Anna Crossing AMC GP Corporation, in its
capacity as general partner for Anna Crossing AMC, Ltd.
( re
01 PNY!'(!nC
AMBER BEARDSLEY Notary Public, State of Texas
My Commission Expires
May 9, 2017
arlr uF«'�
SUBDIVISION IMPROVEMENT AGREEMENT—Page 29
CITY OF ANNA
p� r4
P k clip Sand'rs, ity Manager
IN WITNESS WHEREOF: !!?
=o , lauretta Kay 01ackat®r
t A My Commission Expiras
STATE OF TEXAS § 04/01/2017
<. §
COUNTY OF & §
Before me,the undersigned notary public, on the day of '11'\ ,, , 2014,
personally appeared Philip Sanders, known to me (or proved to me)to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he executed the
same in his capacity as City Manager of the City of r Anna,Texas.
o ,
'4/-E
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT—Page 30
ATTACHMENTS
Exhibit A—The Property(legal description and survey drawing)
Exhibit B—Sanity Sewer Facilities
Exhibit C—Melissa Interlocal Agreement
Exhibit C1—North Texas Municipal Water District Regional Wastewater Customer Service
Contract for Customer Service with the City of Anna
Exhibit D—Water Facilities
Exhibit E—Roadway Facilities
Exhibit F—Future Roadway Facilities
Exhibit G —Estimated Reimbursable Amount
Exhibit H —Preliminary Plat of District A
Exhibit I —Preliminary Plat of District B
SUBDIVISION IMPROVEMENT AGREEMENT—Page 31
Exhibit A
EXHIBIT A -- LEGAL DESCRIPTIONS
ANNA TOWN SQUARE (+/- 634 ACRES)
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LEGAL DESCRIPTION
TRACT 1
BEING,a tract of land out of the Grandison Stark,Abstract No,798,and being part of a 238,614
acre tract, as recorded in Vol,4942,Pg,511,a 40,001 acre tract,as described in Document No,
20070409000472400,a 43,67 acre tract,as described in Volume 5717,Page,2431,a 23.80 acre
tract,as described in Document No,20070208000183560,a 40,00 acre tract,as described in
Volume 5622,Page 1863,a 129.92 acre tract,as described in Volume 5631,Page 2600,and a
40,5746 acre tract,as described in Volume 5618,Page 2878 in the Deed Records of Collin
County,Texas,and being more particularly described as follows;
BEGINNING,at a 5/8 inch iron rod found at the most northerly northeast corner of said 40,001
acre tract,being the west line of Wildwood Farms Addition,an addition to the City of Anna,as
described In Vol,G,pg.746,in the Plat Records of Collin County,Texas;
THENCE,South 01'18'33"West,along the cast line of said 40,001 acre tract and the west line
of said Wildwood Farms Addition,for a distance of 736.06 feet,to a 5/8 inch iron rod found at
the southwest corner of said Wildwood Farms Addition and being an interior ell corner of said
40.001 acre tract;
THENCE,South 88°34'06"East,along the north line of said 40,001 acre tract and the south line
of said Wildwood Farms Addition,for a distance of 1234,50 feet,to a 5/8 inch iron rod found at
the northeast corner of said 40,001 acre tract;
THENCE,South 01011'46"West,departing the south line of said Wildwood Farms Addition
and along the cast line of said 40,001 acre tract,for a distance of 1223,20 feet,to a 5/8 inchiron
rod found at the southeast corner of said 40,001 acre tract and being the northeast corner of said
43,67 acre tract;
THENCE,South 01°38'19"West,along the east line of said 43,67 acre tract,for a distance of
668,88 feet,to a'/z inch iron rod found in the north line of La Paloma,an addition to the City of
Anna,as described in Vol.C,Page 418 in said Plat Records;
THENCE,North 89°31'01"West,along the south line of said 43,67 acre tract and along the
north line of said La Paloma,for a distance of 2100.92 feet,to a point for corner at the northwest
corner of said La Paloma and being the northeast corner of said 129,92 acre tract;
THENCE,South 01°13'48"West,along the west line of said La Paloma and the east line of said
129.92 acre tract,for a distance of 1527.89 feet,to a'/z inch iron rod found at the southeast
corner of said 129,92 acre tract;
THENCE,North 87°03'41"West,departing the west line of said La Paloma and along the south
line of said 129,92 acre tract,for a distance of 15,88 feet,to a'/z inch iron rod found;
THENCE,North 89'20'19"West,along the south line of said 129,92 feet,for a distance of
1884.06 feet, to a'/z inch iron rod found;
�� or 3
THENCE,North 01140'03"East,continuing along said south line,for a distance of 18,35 feet,to
a calculated point for corner;
THENCE,North 88°19'57"West,continuing along said south line,for a distance of 952.27 feet,
to a calculated point for corner;
THENCE,South 01°17'22"West,departing said south line,for a distance of 1337.42 feet,to a
'/z inch iron rod found at the southeast corner of said 40,5756 acre tract;
THENCE,North 88°14'55"West,along the south line of said 40,5756 acre tract,for a distance
of 669.97 feet,to a calculated point for corner;
THENCE,North 88°13"09"West,continuing along said south line,for a distance,of 331.49 feet,
to a t/2 inch iron rod found;
THENCE,North 88°12'02"West,continuing along said south line,for a distance of 336.73 feet,
to a 1/2 inch iron rod found at the southwest corner of said 40.5756 acre tract;
THENCE,North 00154'13"East,along the west line of said 40.5756 acre tract,for a distance of
1335,10 feet,to a calculated point for corner in the south line of said 129,92 acre tract;
THENCE,North 88-19'57"West,along the south line of said 129.92 acre tract,for a distance of
853.62 feet,to a calculated point for corner at the southwest corner of said 129,92 acre tract; '
THENCE,North 19°48'29"Last,along the west line of said 129.92 acre tract,for a distance of
2482,75 feet,to a calculated point for coiner at the northwest corner of said 40,00 acre tract same
being the southwest corner of said 238.614 acre tract;
THENCE,North 19049'04"East, along the west line of said 238,614 acre tract,for a distance of
787.79 feet,to a calculated point for corner at the point of curvature of a curve to the left,having
a radius of 2914.83 feet,a central angle of 17'50'12",and a tangent of 457.40 feet;
THENCE,continuing along said west line and with said curve to the left for an are distance of
907.41 feet(Chord Bearing North 10°53'58"East--903.75 feat),to a calculated point for corner;
THENCE,North 0105852"East,continuing along said west line,for a distance of 186,33 feet,
to a calculated point for corner at the northwest corner of said 238,614 acre tract;
THENCE,South 88°42'15"East,along the north line of said 238,614 acre tract,for a distance of
1359.79 feet,to a 4"x4"concrete monument found;
THENCE,South 88052'10"East,continuing along said north line,for a distance of 661,91 feet,
to a 4"x4"concrete monument found;
��, 2 'W 3
THENCE,South 88°46'30"East,continuing along said north line,for a distance of 1149,22 feet,
to a 5/8 inch Iron rod found;
THENCE,South 88°16'31"East,continuing along said north line,for a distance of 1556,75 feet,
to the POINT OF BEGINNING and containing 569,397 acres of land,
i
LEGAL DESCRIPTION
TRACT2
MOW and Hounds br:ncription
24,27 Aoros
SHUMM 1, tire.Stale of Texam, County of colliu, bony pint of Ibs 01011divan Wlk 5urve., Abmuut 1,10. 708, being Ilia putt of u
AM acro Tract II as r000rdod under County Clerk Ido, 90�-00001tt1 of the Collin County land Retards with sold promloos bung more
parlioulurh1/ domihnd au foltowo,
I3 11\1141Nt3 nl u lulboud spiko found hlolkiny Ilia f lternoation of the uppluximata middle of comity Road 49..2 willr Ilia west
right—ol—way lino of State 1-1I9Iwi0y No. tl, said corner being the southeast cornor of the horoln dosonbod promleoo and the northeast
ooinai of a 9,9111 aero Itool an roaordod in Volume 1540, Pon 7.41 of iho Collin County Lnnd Records;
THENCE with the a rproxiimto middle of 'County (loud 422, Ilio eouth line at tuid prainluas and the 11011111 line of maid 9,96 acro
tract, Wost, 741,90 foot o o railroad oplko sot at the approximate. oontorllno Intor000tfon of County flood 4.22 will County Road 423
Iilark9pgy the raulhwn::t carnal of nuid p"mfuat,thn nolthwest mium of wId 9,96 gals trust, and bang in Ilia anal Nan of Hugu1 u
12,7020 erre tract;
THENCE with iha ophroxfmato middle of Calmly Rand 423 along the wont 11110 a1 Vold prowl"ton, 1110 wont 111110 of Void 30,60 oris
tract, and the oast Zino of sovcrnf small trooto of land, hlo tit 00'07'53" East, passing at 279,72 foot a 0-4noh iron rod found, pkwhlh
at 446A teat o '/r-inoh Iran roti found, pueollip of 040,03 fool u M—lnah iron rod found, pu5hinit At %76,03 loot a Iran r*od
found, pwhlg al A3p,75 foot o II—Imb Iron rod found, posoing tit 976,00 fest a PX nail found marking the tntor000lfon of County
Rood 1036 ( going west), passing ai 1119,5,( foot a P,1;, nail found, and contfnuing (01 u total distgnoa of 1105,89 foot to u roi11•ouJ
spiko not IT11arki110 Do 111otlhwoot camel of said ptomi'm and Ilio soulhlmt cornor of ri 1,7.1 Vora trent as rtanrdod under County Clark
No, 94-0111462 of the 0011111 County Land Rocordur,
THENCE wlih Ilio north lino of anld promlaos and iha south Ilan of 0ald 1,21 a0ro Iraot, Worth 09'2"WIV rout, pausing nt 2.10,24
foot a J^11101 fl'oh rod found mulkin9 the soulhoast corner of said 1.21 aoro Wot and filo uouth vst carrier of o 5,04 aero tract (being
Ilia 0(141011), potion of a 6,26 dr,10 haat as toeoldad In lblumn 31116, Pop 21115 of Ilia Catlin (county lamp Roaurds) for a total distanoo
of 070.75 tool to a 00A cupped Iron rod found in iho ero5t rfght—of-my Ilno of stoto Highway No, 6 malkh11g H1e southousl cornor of
cold 5,04 saw trool and the noilhoaaf corner of Vnid prominoo;
THENCE with Ilia eu11,t011y Phe of Vdid pteltlim and (Ito vroutotly light—ol—wdy Iine of StulO Higf-ndy No, 6 uV follows, SmAll
02'67'3P" Wool, 120.22 Not to o Roomo eoppod %--inch troll rod tot marking the hnglnning of a ourva to ilia right; Sntdhweotorly along
Bald curve having a control angio of 14'301" with a rodius of 3700,72 feet, for an aro diataneo of 958,42 foot 46ord ;- South
10'52`46" Wool, 95`;,04 foot) to a Roomy colIp pad %-dnoh 11.011 led tot rnalkinu the Vrld or null curve; South iti'09 46"wleM' 144.00 feet
to 11110 polol of beginning and colitainhiq 1,057,338 square toot or 24,97 acres of land,
,
LEGAL DESCRIPTION
TRACT S
LM AL r)G.SCrtIPTION
` 1,742,150 Std•rl'.09,6944 ACRRS
BIND H 09 9944 acro tract of land Situated in the GRANDISON GTANK SURVI-,Y,AOSTRACT NO,79a,CUliln
Iptirtlotilarly
lounty,Taxan and being part of that called17+1.64 acro tract of kind aOnvoyeti by decd to M,S,Wysong,dated June11),1607,regarded in Volumo 144,P490 246,peed Records,0011in 0ounty,ToXa5(p•R.C.C;r,)and being mora
desorlbed as follows: ,
WINNING at a'112"iron rad found for comer ht the seuthoa4t right-of�way lino of the Union 1'a01NO RAIlroad
U P.R.R.)la 100'N,O,W,)and being in the a0nter of Ccunly Load 411 and being the southwest romar of 5716
6.0644 acre tract of land;
.1113NOF.N 'In deD,00 ankh 00 sac,G,along the uotilitoast right-of-MY fine of V.P:R,R,,a clistanre of 1,'IMAb fool
�o 4112°Iron rod Nund for comer 41116 boing the 0011111WO81 Corner of n 001(0010,111 aore traot of land conveyed by
Itlead lo TomCunningham,r0r,0rdacl 111 Vafumtl 4801,f'agH 3430, C,C'f•;
6ENCD S 85 deg,09 Iain 3S 000,K,along the south 11no of$aid'16.1'11 a0r4 floc(of land and ilea along the SGuth
little of a 10,211 ecre tract of tend convoyed by dood 10 000(1 D,Cunninghartt,recorded in Volume 4802,Page 308,
,R,O•q,'I e distance Of 1,376,03 footto n 1/2"Iron rod fot(nd for corner and being the southeast corner of sold
r`ooil l3,Gtntninghnnl tract of land and being In the west 11110 of a called 10,154 acre trent of(and conveyed by dead
I�o Allen Frank,recorded to Caunty Clerk's File I&90-0057063,D,R,0,0,T„
1'MENGE S 00 do0.44 min.83 sec.t:,along the wast line of Bald'10,'184 acro irecl of land,a d1401100 of'1,1'15,44
Feet to a 1/2"Iron rod sat for oornor and being In iiia 0011`101'of Ooultty Road 421,and olso beln0 the southwest oorner
+f said 10.154 aora tract of lenci,
' H-Nof:N 80 dog,44 akin,00$00,W,afony the conler of said Courtly Road 421,a distance of 1,7414,45 feet to(tie
I�IOINT OF BEGINNING and containing 1,742,160 sq,It.or 30.0044 acres of land.
i
P� ia�i
Exhibit
6
1
J
FUTURE
PROJECT
,� PFiASE 1
LIFE ECT
STATION
ir % RESIDENTIAL
DISTRICT B
CR 42 —S ENDJ
SECR 4(6)(3)11,111 I I The Clemmons Crook Sanitary Sewer Interceptor shall consist of a
I minimum 16 Inch sanitary newer line beginning of the connection
RESIDENTIAL I I to the existing Clemmons Creek sanitary sewar Interceptor In
DISTRICT A I I v Melissa and extending north to CR 422, and shall Include a
I I metering station and SCADA equipment that meals oil City and
N—SITE START I I North Texas Municipal Water District requirements,
II
The final location and alignment of the Clemmons Creek Sanitary
OFF—ITE END I Sewer Interceptor,the Project Force Main,and the Project Uft
(S ERN
UN DISTRICT I I Station shall be subject to approval by the Clly. The design and
A)S ON 4(b)(3)I) I I construction of the Sanitary Sewer Facilities sholl conform to the
I i most current City Regulations
II
I I Phase 1 of the Project Uft Station and Project Force Main shall
be designed to serve residentloi District n as shown an this
CR 421 Z I Exhibit n. Phase 1 of the Project Force Main shall hove a
0 CR 421 I I minimum diameter of 3 Inches. Phase 1 of the Project Lift
Station shall have a minimum capacity of 125 gallons per minute,
U�W I I
C
0.0
II
( I
ANNA CiTY OMIT I I
COWN COUNTY OUTER LOOP N
i
PROPOSED
METERING
STATION 800 400 0 800
ANNA E.T,J,
t,.1.p.,nAq,—sn1.ft9
A CITY LIMIT
SCALE IN FEET
1" = 800'
EXHIBIT "B"
ANITARY SEWER
FACILITIES
ANNA TOWN SQUARE
CITY OF ANNA
START(EXISTINo COLUN COUNTY, TEXAS
IN MfLSSJ)
4(b)(3)(1)DATE: 12/12/2013 08912\drvg\Exhi6dwg
Exhibit C
Il rrF,RLO ALA RFEMENT BY ANIS BE,TWEE
THE Cla OF NFLISSA TURAS AND THE CITY OF ANNA TEXAS
(Clenunon's Creek Sewer Line)
THIS INTERLOCAL AGREEMENT(the"Agreement")is entered into by and between
the CITY OF MELISSA, TEXAS, a municipal corporation("Melissa"),and the CITY OF
ANNA.,TEXAS, a municipal corporation("Anna").
WHEREAS,Melissa is in the process of designing acid constructing, or causing the
design and construction of,a sanitary sewer system for the Cleminon's Creek Drainage-Basin,
located in Melissa's and McKinney's extraterritorial jurisdictions("ETJ"),which may serve,
among others,the cities of-Melissa and Anna(the"Project"); mid
WHEREAS,Melissa has investigated and determined that it would be advantageous and
beneficial to Melissa and its citizens to add capacity to the Project so as to allow Amina to utilize
the subject sewer facilities as described herein; and
WHEREAS,Alma has investigated and determined that it would be advantageous and
beneficial to Anna and its citizens to reimburse Melissa,as described herein, for the additional
capacity requested-by Arena; and
WHEREAS,Melissa and Anna each have investigated and determined that it would be
advantageous and beneficial to Melissa.and Alma and each of their respective citizens to
participate in the design and construction of the Project as provided herein.
NOW,THEREI;ORE,in consideration of the covenants and conditions contained in this
Agreement,Melissa and Aruna agree as follows:
1.
Jr tion of Erploct. The Project consists of the design and construction of a
sanitary sewer system for the Cleri7mon's Creek Drainage Basin, located in Melissa's and
McKinney's ETJ,which may serve, arnong others,Melissa and Anna,The Project is more
particularly described in Exhibit"A°',attached bereto and incorporated herein for all purposes.
a. Molissa's Ob igLition. Upon completion of the construction of the Project,
Melissa agrees solely to provide.Ax na.three million gallons/day(3.00 MGD),peak daily gravity
flow,through the sewer line made the subject of the project(the"sower line').' Melissa will
provide 3.00 MGD sewer capacity from the manhole located within or near the Throckmorton
Road, or as otherwise named,right-of-way in Melissa to the point of entry at the North'Texas
Municipal Water,District's("I`ANMD)Honey Creek sewer line(the"point of entry'), as more
particularly depicted in Exhibit"A",unless otherwise required by NTMWD(as discussed
below). Notwithstanding Anna's obligations set forth herein,the obligations of Melissa tender
this Agreement are subject to and contingent upon Melissa reaching an acceptable, as solely
determined by Melissa,agreement with the developer to oversize the sewer line for Anna's
participation.
INTRRL"AL A,GUEYOWT BETWEEN MELT,"A AND ANNA(Clemmon's C:roek SowCr Line)-ruga 1 :.
C-Zoeuments and settingslBob Helmberger\Ucal SottingsWemp nary Internet FMAOLK3AUnterloeal Agreement Melissa-Anna(Clommon's
Creek sewer Iino)v2CLF..AN2.dm
b. Anxna'sbligations. Aetna shall, at its sole cost and expense:
(i) satisfy all requirements imposed,contractual or otherwise, for,
among other things, the transportation of sewage beyond the limits
of this project mid treatment of sewage;
(ii) satisfy all pretreatment standards required by Melissa and
NTMWD, as they exist or may be amended;
(iii) satisfy all other NTMWD requirements, as they exist or may be
amended;
(iv) construct and maintain a metering station, at a location to be
approved by Melissa and NTMWD, in accordance NTMWD's
requirements, as they exist or may be amended;
(v) construct the necessary improvements to connect to the sewer line;
and
(vi) limit, at all times, the pear flow to 3.00 MOD,unless otherwise
agreed to in writing by Melissa.
2. Design a_ d Construction of Proie t. Melissa has entered into a Facilities
Agreement with a developer(the"dovelopel')wherein the developer will design and construct,
among other things,the Project, The estimated design mid construction costs of the Project are
Three Million,One Hundred Thousand and Na/100 Dollars($3,100,000.00) (the'I:?stirnated
Design and Constrtuctionn Costs"). The phrase"design and constriction costs"as used lxerein
shall mean the actual construction costs plus twenty porcont(20%)of the actual construction
costs,which inchudes,but is not limited to, design costs,engineering costs, surveying costs,
geoteclinical materials testing and inspection fees associated with the project. The phrase"cost
overruns"as used heroin shall mean costs,which may be incurred by Melissa in the design and
construction of the Project and tivhich are over and above the Estimated Design and Construction
Costs.
3. Anna's lt.einibursement of a Portion of the F?stimated Desi,n and Construction
Costs. Anna agrees to reimburse Melissa thirty-four percent(34%) of the Estimated Design,and
Construction Costs,or an estimated One Million Sixty-Tivo Thousand and No/100 Dollars
($1,062,000.00), and cost overruns, if any. Within hAro(2)weeks of its City Council's approval
of the Agreement,Anna will tender to Melissa Fifty Thousand and No/100 Dollars($50,000.00),
but no later than March 3,2004,representing a portion of Anna's agreed upon contribution to the
Estimated Design and Construction Costs("Anna's Initial Contribution"). The balance of
Anna's contribution to the Estimated Design and Construction Costs shall be paid to Melissa on
or before May 18,2004("Amia's Remaining Contribution"). Should Melissa incur any cost
overruns associated with its design and construction of the Project, Melissa will provide Anna
written notice of the same, and Anna shall reimburse Melissa thirty-four percent(34%)of the
cost overruns within thirty(30) days of receiving notice from Melissa. Melissa and Arena agree
that Anna's financial contribution to the design and construction of the Project, or thirty-four
percent (34%)of the design and construction costs of the Project,will be based on the actual
design and cortstruction costs incurred by Melissa in designing and constructing the Project.
INTERLOCAL A(:REEMLNT BETWEEN htELrSSA AND ANNA(C[emnion's Creek$elver Line)-Pago 2
CADocnmentsand SettingsllnobIlelrnniergerlCocanScttingslTemporaryInfernetFiIcAO K3A$Vnler]ocalAgreementMolissa-Anna(Gtemnion's
Creek sewer Rne)v2Ct RAN2.doc
.............. ....... ..... .. .. .... ..... ...... ... . ....... _..... ...... . ...._..... ...... . .._.
Capon request from Anna and within a reasonable time thereafter,Melissa will
provide Aiwa with copies of any mid all documents regarding the construction costs of the
Project.
4. Dp osit ofAznna's IaYitial and Remaining Cont ib ti n. Melissa will deposit
Anna's Initial and.Remaining Contribution in an interest bearing account,which amount shall be
held by Melissa and used exclusively for payment of the Estimated Design and Construction.
Costs and cost overruns,if any;provided,however,Melissa and Anna agree that any and all
interest earned From the interest beaming account containing the fonds deposited by Anna in
accordance with this paragraph will be applied to the Estimated Design and Construction Costs
and cost ovoinns,if any, with the remainder of Annna's Initial and R maining Contribution,if
any remaining after the actual design and construction costs are paid as required herein,being
returned to Anna.
5, ApVg!s Additional Pjuancial Qb i ations. Anna shall further be required to
reimburse Melissa any and all costs and expenses resulting, directly or indirectly, from Melissa
entering into this Agreement,including but not Ifinited to:
a. costs and expenses incurred by Melissa as a result of delaying the
provision of water and sewer service to the Liberty Planned Developed located in Melissa as set
forth u3 the Facilities Agreement entered into between Melissa and Hillwood Enterprises, LT,
dated June 16, 2003, which is incorporated by reference as if fully set forth herein; provided,
however, Anna's liability with regard to this subparagraph. 5(a) shall not exceed Fifty Thousand
acid No/100 Dollars($50,000,00); card
b. any finance charges, including but not limited to, interest and penalties,
Melissa is required to pay the developer to finance the Project.
6. Other Improvements. If,at any time,NTMWD requires an alternative and/or
additional improvements, including but not limited to, an alternative point of entry to the
NTMWD system, Aruna agrees to share in the design and construction.costs(hereinafter defined)
of any and all improvements required to meet NTMWD's requirements ("other improvements").
Anna's cost participation in other iinproverzments will be determined based on Anna's percentage
capacity in the other improvements and will be agreed upon in waiting at a later date,but prior to
incurring any costs or expenses associated with other improvements,
7. Maintenance.
a, Sewer Lipp. /Melissa shall be responsible for the maintenance ofthe sewer
line. Anuria agrees to pay Melissa ton cents per thousand gallons($.10/1000 gallons)of sewage
transported through the sower, lime, as determined by NTWIMD (the"maintenance fee"). Anna
shall pay the maintenance fee to Melissa simultaneously with Anna's payments to NTMWD wid
shall include.a copy of NTMWD's documentation,evidencing Annna's sewer use,with said
payment to Melissa.
IN'rEItILACAT AGRP,I,'MINTDETWEENAIELY$SAANAANNA(Clemmon'sCrockServerLine)-Page3
C.Towments and SatingskBob Wmbcrger\Local ScWngs\Temporary lnternot Riles\OLl:WVitlerlocal Agreement Mclissa-Anna(Clem-non's
Creek gewor Nne)OCLEAN2.doo
. f
b, Other..T=roverno ts. Maintenance obligations of Anna and Melissa for
any and all other improvements,excluding the sewer line addressed in.17(a)above,will be
agreed upon in writing at a later date,but prior to incurring any costs or expenses associated with
other improvements.
8. QvYzzership of Easements/1nipIovemgnU. Any acrd all easements obtained and
iniprovemonts constructed pursuant to this Agreement shall, at all times,remain the sole property
of Melissa. Anna shall not, at ariy time,have and/or claim any ownership interest in the
easements obtained and/or improvements constructed as a result of the Project.
9. Danxages/Retxtc&es.
a. Failure of Project, If, For any reason,other than default by Alma, the
Project is not pursued to completion,Anna agrees that its sole remedy,and Melissa's sole
liability to Anna,is the return of any mollies paid by Anna to Melissa pursuant to this
Agreement,less any and all reasonable costs and expenses incurred by Melissa to the date it is
determined, solely by Melissa, that the Project cannot and/or will not be pursued to completion.
If'the Project is not pursued to completion,as solely determined by Melissa and as a result of
Anna's default of this Agreement,Melissa shall have any acrd.all rights and remedies available to
it, at law or, in equity,
b. Al-Other Breach. Except as provided in 19(a) above,the parties shall
have any and all rights and remedies available to it,at law or in equity,in the event of breach
provided(i)the non-breaching party is not in default at the time of the breach; and (ii)such
breach continues for a period of thirty(30)days after the non-breaching party delivers written
notice thereof to the other party,
10, miscellal Sous.
a, No ice. Any notice required to be sent under this Agreement must be in
writing and may be served by depositing same izr the United Mates Mail, addressed to the party
to be notified, postage pre-paid and registered or certified with return receipt requested, or by
delivering the sauce in person to such party via a hand-delivery service, Federal Express or any
courier service that provides a return receipt showing the date of actual delivery of same to the
addressee thereof. Notice given in accordance herewith shall be effective upon receipt at the
address of the addressee. For purposes of notice, the addresses of the parties shall be as follows:
If to Melissa,to:
City Administrator
City of Melissa
901 Sly 121
Melissa,'Texas 75454
IhUIti.00AL ACRYWYMNT D9 NVE9N MELISSA AND ANNA(Ciommon's Creel(Sewer Trine)-Pap 4
C.1Llooments and SettingABob HohnbetprUcal Sotting$1T mporary lntemot FilesNOLK3AWnterlooal Agreement Melissa-Anna(Clenrtnon's
Creek sower 1ine)v2CLVAN2,doo
If to Anna,to:
City Administrator
City of Anila
101 N.Powell Parkway
Anna,Texas 75409
b. As�_�sii -Aj�eut. This Agreement is not assignable.
C. Fntire A rg eement. This Agreement contains the entire agreement of the
parties with respect to the matters contained herein and may not be Fnodified or terminated
except upon the provisions hereof or by the nuitual Nvritten agreement of the parties hereto.
d. Veniue. This Agreement shall be construed in accordance with the laws of
the State of Texas and shall bo performable in Collin County,Texas.
Q1 Considerating, This Agreement is executed by the parties hereto without
coercion or duress and fbr substantial consideration, the sufficiency of which is forovcr
confessed.
f Couut 1s. This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
g. Autliod tri Execute. The individuals executing this Agreement on behalf
of the respective parties below represent to each other and to others that all appropriate and
necessary action has been takca to authorize the individual who is executing this Agreement to
do so for and on behalf of the party for which his or her signature appears, that there are no other
parties or eiitities required to execute this Agreement in order for the same to be an authorized
and binding agree-monnt on the party for whom the individual is signing this Agreement and that
each individual afflxiing his or her signature Hereto is authorized to do so, and such authorization
is valid and effective Can the date hereof,
li. Savings/ rabilit . In,case any one or more of the provisions contained
in this Agreement shall for any reason be held to be invalid,illegal or unenforceable in any
respect,such invalidity,illegality or unenforceability skull not affect any other provision thereof,
and this Agreement shall be construed as if such invalid,illegal or unenforceable provision had
ii.ever boon contained herebi,
i. Representations. Each signatory represents this Agreement has been read
by the party for which this Agreement is executed and that such party has had an opportunity to
confer with its counsol.
IN'rERI,OCAL A£�REEMF,NTBi1TWEYN MELISSA AND ANNA(C:iommon's Croek Sotivar U00)-Page s
CADocuments and$etfings\Bob Holmbergot%%al Settings\Tomporary Internet Files 0LK3A811nter1ocal.Agreement Melissa-Anna(Clemmon's
Creek server line)v2CMAN2.doo
a, ;[vliscellane�tt>s Dta.fti&Provisi ns. This Agreement shall be deemed
drafted equally by all parties hereto. The language of all parts of this Agreement shall be
construed as a whole according to its fair meaning, and any presumption or principle that the
language herein is to be construed against any party shall not apply. Headings in this Agreement
are for the convenience of the parties and are not intended to be used in construing this
document.
k. &verei m rnar��iuzlfy. The parties agree that Melissa mid Anna have not
waived their respective sovereign imaunity by entering into and performing their respective
obligations lander this.Agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement and caused this
.Agreement to be effective on the latest date as reflected by the signatures below.
CITY OF MELISSA,TEXAS
•�,�..� � ..�... pate: ���
Title; tr
STATE 0.1 TEXAS
x
COUNTY OF COLLIN
BEFORE, ME, the undersigned authority, on this clay personally appeared
known to me to be one of the persons whose names are
subscribed to the foregoing instrument; he/she acknowledged to rao he/she is the duly authorized
representative for the City of Melissa, Texas, and he/she executed said instrument for the
purposes and consideration therein expressed.,
GIVEN UNDER.MY HAND AND SEAL OF OFFICE this��� _clay of
2004,
\`�+�����{ 1 V 1h.'♦''l1—.Z- M� gycr••tH�r1.�MS�'
Notary-Public in and
�•��t�,-rr'y`6�, IiNi7A P MiTGNtrt
State of Texan ' Nolaly public,State of TOXO
My Connnission Exp _ S lamb salon a
Sepi�miaer 29.200Y
CITY OF ANNA,TEXAS
IPITIJ•RLQCAL ACRE,lr,AIENT O3,TE EEN M ISSA AND ANNA(Ctenmton's Creek Server Lino)-Page,6
C.'\Dooummys and$ettingA1�0 kloimbergerU ncaE$ottingstTomporary Internet PIWAOLtC.'W%iterlooai Agreement Melissa-Anna(Clommon's
Creek sewer 11ne)v2C1XAN2.doa
Name: AAvw-,M
Title: ►�.�Y�/i __
STA`T'E OF TEXAS
COUNTY OF COLLIN '
BEFORE ME, the undersigned authority,on this day personally appeared.
E1_P'v TN ;�' �I���H ,lcnoNwi tome,to be one of the persons whose names are
subsotibed to the foregoing instrun-iont,lie/she aclaiowledged to me he/she is the duly authorized
representative for the City of Anna, Texas, and he/site executed said instrument f.br the purposes
wid consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this .3:���day of
Al�•GtA..w�_ .2004.
'�iir'atS.fi;tI:FtFe,�bW>MiJ+sew.�ab9.....,..... �� i t�,�..�"iHr+•
of?� WAYNE E CUMMINGS - Notaz y Put�l c in and for the
NOTARY PUSLIt; S
State of Texas tate of Texas
Comm. Exp, 02-01-2006 My Commission Expires:
V''ln::�-7'Y�Y5�9Lss9p,:cd•:^.:�c2�JkrTM.T`y,w:k'Ma
INTERLOCAL AGREEMENT Bn-TWEEN MELISSA AND ANNA(Ctemmonts Creek Somir Lino)-Page 7
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Exhibit Cl
NORTH TEXAS MUNICIPAL WATER DISTRICT
REGIONAL WASTEWATER CUSTOMER SERVICE CONTRACT
FOR CUSTOMER SERVICE WITH THE CITY OF ANNA
This North Texas Municipal Water District Regional Wastewater Customer Service
Contract(the"Contract")by and between North Texas Municipal Water District("the District")
and the City of Anna(the "Customer") (individually, each a",Party,"collectively,the"Parties")
is effective the-4 V day ofT,2013 (the"Effective Date").
RECI'T'ALS
WHEREAS, the District owns and operates a Regional Wastewater Treatment System
and an Upper East Fork Regional Interceptor System (collectively,the"District's System") that
can provide customer (non-member) wastewater collection and treatment service in accordance
with the two systems'regional contracts and District Policy No. 22; and
WHEREAS, the District and the City of Melissa entered into a "Regional Wastewater
Customer Service Contract" effective February 26, 2009 (the "2009 Contract"), in which the
District agreed to operate and maintain a wastewater collection and treatment system to provide
wastewater service to the City of Melissa;and
WHEREAS, the 2009 Contract also authorized the City of Melissa to contract with the
Customer so that the District could provide wastewater service indirectly to the Customer;and
`WHEREAS, the Customer now desires to become a direct customer of the District and
to enter into a separate contract with the District;and
WHEREAS, the Customer owns and operates its own wastewater treatment plant, the
Slayter Creek Wastewater Treatment Plant(the"Customer WWT'P"); and
WHEREAS, the Customer WWTP has insufficient capacity to treat all wastewater flows
within the Customer's service area, that being the City of Anna's current city limits and
extraterritorial jurisdiction as of the Effective date, as more particularly described on Exhibit A
attached hereto(the"Customer Service Area"); and
WHEREAS, the Customer has requested that the District provide wastewater collection
and treatment service to all properties in the Customer Service Area, that being the City of
Anna's current city limits and extraterritorial jurisdiction as of the Effective date, as more
particularly described on Exbibit.A attached hereto(the"Custoiner Service Area");and
WHEREAS,District agrees to provide wastewater service benefiting the Customer Service
Area at(i)a point of entry generally located east of the Dart Rail bine near Clemons Creek,and (ii)
a point of entry generally located between State Hwy. 75 and State Hwy. 5, (collectively, the
"Points of Entry"); and,
WHEREAS, The Customer agrees to provide wastewater meter facilities to meter flows
l
2269824.4
from the Customer Service Area at(i) a point generally located along Throckmorton Creep at the
City's southern ETJ(Anna Meter No. 1),and(ii) a point generally located along Clemons Creep at
the City's souther ETJ(Anna Meter No.2),(collectively,the"Anita.Meter Sites");and,
WHEREAS,the Customer supports the regional provision of wholesale wastewater
service and was a participant in the Greater Texoma Utility Authority Regional Wastewater
Facility Concept Planning for the Upper East Fork Basin Study with the District, dated September
2010;and,
WHEREAS, the Customer shall maintain all facilities that the Customer has constructed
or will construct for the purpose of transferring wastewater from the Customer Service Area to
the Points of Entry.
AGREEMENT
NOW,THE RFr,ORE,for good and valuable consideration,the receipt and sufficiency
of such is hereby acknowledged,District and Customer mutually agree to the following terms
and conditions in accordance with District Policy No.22;
I. PURPOSE
District shall provide wastewater collection and treatment service ("Service") from the
Points of Entry for wastewater generated from the Customer Service Area. Customer
shall construct to the extent not already constructed and shall maintain, at Customer's
sole cost, a system meeting all applicable state and federal regulations and laws
(collectively, ".haw") necessary to transport and discharge Customer's wastewater into
the District's System at the Points of Entry. District shall then transport the wastewater
through District's System where District shall be responsible for treating the wastewater.
H. TE
This Contract shall commence on the Effective Date and terminate upon the expiration of
twenty(20)years thereafter(the"Teem").
III. OBLIGATIONS AND RIGHTS OF PARTIES
A. Customer shall:
1. Prior to commencement of any construction of wastewater collection system
facilities within the Customer Service Area that connect directly to the District's
System at the Points of Entry (collectively,the "Facilities") provide to District,
for District's approval, a complete set of plans and specifications (the "Plans")
prepared by a registered professional engineer licensed in the State of Texas
for the construction of said wastewater collection system facilities for the
Customer Service Area to the Points of Entry. District shall review the Plazas and
shall submit to Customer in writing any changes required by District within
2
2269824,4
I
thirty (30) days of receipt of such Plans. Customer shall then resubmit revised
Plans for similar review by District as necessary. Customer must obtain prior
written approval of District for final Plans for the Facilities prior to
commencement of construction. Customer is also responsible for securing all
local, state and federal regulatory approvals necessary to authorize construction of
the Facilities.
2. The Customer shall pay all construction costs of the Facilities and shall maintain
the Facilities at its own cost. It shall be the sole responsibility of Customer to
provide any required power to the Facilities, including contracting for such
power. To the extent permitted by law, Customer hereby transfers to the District
all of its ownership interest in Anna Meter No. 1 and, when construction is
determined necessary by the Customer, Anna Meter No. 2, including but not
limited to the flow-indicating transmitter and the controls associated with the
transfer of wastewater to the Points of Entry.
3. Upon flow entering into the District's System, promptly pay all charges for
Service, which shall be calculated based on the Customer's actual wastewater
flow multiplied by the current budgeted unit cost per thousand gallons to the
District's member cities, plus twenty percent (20%) (the "Cttstonfer Charge").
The charges shall be paid by the City of Anna, and all retail billing and collection
shall be the responsibility of the City.
4. Promptly pay all bills for service within. twenty (20) days of the
invoice date (the "Dire Date"). If the bill has not beenpaid by the Due Date,
then Customer shall be considered delinquent and a ten percent (10%) late fee
will be added to the bill.
5. Be responsible for all operation and maintenance of the Facilities and all
costs associated therewith. After construction of any Facilities, District shall
test the associated meter and either accept or reject such meter in writing to
Customer. Upon acceptance of a meter, District shall be responsible for
maintenance of the meter and costs associated therewith.
6. Provide the District unrestricted access to the meter and controls on the meter
station site. The Customer shall maintain all-weather access to,Anna Meter
Nos. 1 and 2,including but not limited to the flow-indicating transmitter, and
associated controls.
7. Be responsible for obtaining all permits and certificates required by Law
for constriction and operation of the Facilities.
8. Continue to own and operate the Customer WWTP,and such Customer WWTP
shall continue to accept wastewater flow up to the treatment capacity authorized
in its Texas Pollutant Discharge Elimination System PermitNo. WQ0011283001,
as may be amended from time to time. Customer shall not decommission the
Customer WWTP without the prior written approval of the District.
3
2269824.4
B. Customer and District shall.be responsible for the proper operation of their
respective systems in accordance with State and Federal Standards and this
contract.Any impact that one system has on the other shall not relieve either party of
their responsibility for proper operation of their respective systems.
C. District shall:
1. Bill Customer for service on a monthly basis based on the Customer Charge,
as described in paragraph(A)(3)above.
2. Maintain the wastewater meters required herein in accordance with District's
standard maintenance practice for meters. Customer may verify the accuracy of
the meter by witnessing District's verification of calibrations. Should
disagreement arise regarding the accuracy of the meter, Customer may have an
outside meter company evaluate the meter accompanied by District personnel
once in any six(6)month period.
3. Operate the D'istrict's System in accordance with the North Texas Municipal
Water District Upper East Fork Wastewater Interceptor System contract dated
the 26`l'day of July 1984, and the North Texas Municipal Wafter District Trinity
East Fork Regional Wastewater System Contract dated the 1" day of October
1975,
N. CONDITIONS PRECEDENT TO DISTRICT'S OBLIGATIONS
District's obligations to provide Service to Customer under this Contract are conditioned
upon the following:
1. The land area being served shall be only the Customer Service Area. No other
property may be sewed pursuant to the Contract.
2. Customer agrees that the wastewater from the City system discharged into
the District's System shall not exceed an average day flow of 1,950,000 gallons
per day or a maximum day flow of 5,850,000 gallons per day.
3. Customer shall not discharge wastewater into the District's System that
exceeds any of the following normal wastewater concentrations:
a. 275 milligrams per liter BOD (Biological Oxygen Demand);
b. 300 milligrams per liter TSS (Total Suspended Solids);
c. pH,not less than six(6)or greater than nine(9);
d. 0.1 milligrams per liter Hydrogen Sulfide.
4. The District member cities of the North Texas Municipal Water District Regional
Wastewater System shall have prior nights to the service of the District's System.
V.MISCELLANEOUS
4
2269824.4
I
A. Title to Wastewater. Title to all wastewater shall vest in Customer until discharged
at the Points of Entry into District's System, at which point title to such
wastewater shall pass to the District. District reserves the right of re-use of
wastewater treated effluent to the extent authorized by the State of Texas.
B. INDEMNIFICATION. THE DISTRICT AND CUSTOMER SMALL
INDEMNIFY, DEFEND AND MOLD HARMLESS THE OTHER PARTY AND
ITS OFFICERS, AGENTS, CONTRACTORS, AND EMPLOYEES (THE
"INDEWNIFIRD PARTIES") FROM AND AGAINST ANY AND ALL RISKS,
LIABILITIES, LIENS, DEMANDS, SUITS, ACTIONS, LOSSES, EXPENSES,
DAMAGES, COSTS (INCLUDING, BUT NOT LIMITED TO ATTORNEYS'
FEES, ACCOUNTANTS' FEES, ENGINEERS' FEES, CONSULTANTS' FEES
AND EXPERTS' FEES), AND CLAIMS BECAUSE OF INJURY TO
PERSONS(INCLUDING DEATH) AND/OR INJURY OR DAMAGE TO OR
LOSS OF ANY PROPERTY OR IMPROVEMENTS TO THE EXTENT ARISING
FROM OR CAUSED BY THE ACTS AND/OR OMISSIONS OF THE OTHER
PARTY OR SUCH PARTY'S OFFICERS, AGENTS, CONTRACTORS, OR
EMPLOYEES IN THE EXECUTION OF, PERFORMANCE UNDER, OR
ATTEMPTED PERFORMANCE UNDER THE CONTRACT.
C. Entire Agreement• Amendments; Captions and Future_Agreements. This Contract
contains the entire agreement between the parties respecting the matters herein set
forth and supersedes all prior or contemporaneous agreements or understandings,
verbal or written, between the parties hereto respecting such matters. This Contract
may be amended by written agreement of amendment executed by both parties
thereto, but not otherwise. Section headings shall not be used in construing this
Contract. This Contract shall not be considered a limitation on the District entering
into additional wastewater service agreements with other third parties, and Customer
acknowledges the District's ability to enter into additional agreements, as well as the
fact that future agreements shall not be considered subordinate to this Contract.
D. Inco oration of Exhibits and Preamble Recitals. The recitals contained in the
preamble hereof and the exhibits hereto are hereby found to be true,and such recitals
are hereby made a part of this Contract for all purposes.
E. Counterparts. This Contract may be executed in several counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
document.
F. Severability. If any provision of this Contract shall,to any extent, be determined by
a count of competent jurisdiction to be invalid or unenforceable,the remainder of this
Contract shall not be affected thereby, and every other term and provision of this
Contract shall be valid and enforceable to the fullest extent permitted by law.
G, Force Majeure. In the event that any Party is rendered unable, wholly or in part, to
perform any of its obligations under this Contract(by reason of act of God,failure or
national moratorium of operation of the banks, transfer agents, brokers, stock
exchanges or modes of transportation; or work stoppages or restraint by court order
5
2269924.4
or other public authority; or action or inaction concerning governmental or
regulatory authorizations; or transportation delay; or death or personal injury of a
representative of a Party whose signature is necessary),upon the provision of written
notice which fully relates the particulars of the claimed force majeure, including but
not limited to the dates on which it commenced and ceased or is expected to cease by
the Party claiming force majeure to the other Party as soon as is reasonably
practicable after the occurrence of the cause relied upon,the obligations of the Party
claiming force majeure,to the extent they are affected by the force majeure, shall be
suspended during the continuance of any inability of performance so caused. This
Contract shall not be terminated by reason of any such cause but shall remain in full
force and effect. Any Party rendered unable to fulfill any of its obligations under
this Contract by reason of force majeure shall exercise the utmost diligence to
remove such inability. The suspension of obligations of a Party to this Contract
pursuant to this Section shall be added to the time specified in other provisions of
this Contract for the purpose of calculating the date on which certain conditions of
this Contract are to be satisfied.
H. Cooperation. Each Party hereby agrees that it will take all actions necessary to fully
carry out the purposes and intent of this Contract.
T. Addresses and Notice. All notices hereunder from Customer to District will be
sufficient if sent by certified mail with confirmation of delivery, addressed to
Executive Director/General Manager, North Texas Municipal Water District, 505 E.
Brown St., Wylie, 'Texas 75098. All notices from District to Customer will be
sufficiently given if sent by certified mail with confirmation of delivery to City
Manager, City of Anna, P.U. Box 776 Anna, Texas 75409. All notices will be
deemed to have been given on the date of mailing or sending of such notice. Any
Party may change its address upon five days'written notice to the other Parties.
J. Assignability. This Contract may be assigned by either Party only with the prior
written consent of the other Party, which consent shall not be unreasonably withheld
or delayed. Either Party may require any proposed assignee to execute a document
evidencing the responsibility of assumption by the assignee of the obligations
assigned under this Contract.
K. No Third Party Beneficiaries. This Contract shall inure only to the benefit of the
Parties hereto, and third persons not privy hereto shall not, in any form or manner,be
considered third-party beneficiaries of this Contract. Each party hereto shall be
solely responsible for the fiilfilhnent of its customer contracts or commitments, and
District shall not be construed to be responsible for Customer's contracts or
commitments by virtue of this Contract or any provision contained herein.
L. No Joint Venture, The Parties agree and acknowledge that this Contract does not
create a joint venture,partnership, or joint enterprise, that each Party is not an agent
of the other entity, and that each Party is responsible for its own acts and omissions
in conjunction with performance of this Contract, and without waiving any rights or
defenses under Texas law.
6
2269824.4
(signatures on followingpages)
7
2269824.4
CUSTOMER:
CITY { ANNA
By: GrJAX
Name: Ph li S n ers
Title: City M`ia pr
Date:
Approved by;
By;
Name: Natha Wdison
Title: City Secretat
Date: —212712013
oo7
2269824.4
DISTRICT:
NORTH T>,XAS MUNICIPAL'WATUR DISTRICT
Name: 0ar1es.lV&,K1ssick
Title: President,Board of Directors
Date:
Approved
'� by:
By:
Name: Daripirr Wltiteside
Title: Secretary,Board.of Directors
Date: �,�i>_�uZ��,'zW/a
Wa to
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