HomeMy WebLinkAboutRes 2017-01-266 Anna Town Square SIA Sixth Amendment CITY OF ANNA, TEXAS
RESOLUTION NO. )OV-1 . Ok - �)A, (p
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE SIXTH AGREEMENT
AMENDING THE SUBDIVISION IMPROVEMENT AGREEMENT FOR ANNA TOWN
SQUARE
WHEREAS; the City of Anna, Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd.,
Anna Town Center No. 2/BRTO, 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., (collectively, "Owner") and
Anna Crossing AMC, Ltd., ("Payee") desire to enter into a Sixth Agreement Amending the
Subdivision Improvement Agreement for a 634 acre tract of land commonly referred to as
Anna Town Square;
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 Amendment.
The City Council hereby approves the Sixth Agreement Amending the Subdivision
Improvement Agreement for Anna Town Square, attached hereto as 'Exhibit "A", and ratifies
and approves the City Manager's execution of the 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 Amended Agreement,
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this loth day of
January, 2017.
ATTEST: APPROVED:
e40 F
4
City Secretary Carrie L. Smith
ayor Mike Crist
Res Page 1 of 14
Anna Town Square 6th Amendment
EXHIBIT A
SIXTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT
This Sixth Agreement Amending Subdivision Improvement Agreement (this "Sixth
Amendment") is entered into between and among the City of Anna, Texas (the "City")
and Anna Town Center No. I/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., (collectively, "Owner") and Anna Crossing AMC, Ltd.,
("Payee") as follows:
WHEREAS, Owner, Payee and the City are sometimes collectively referenced in this
Sixth Amendment as the "Parties"; and
WHEREAS, on March 20, 2014, the Parties previously entered into a Subdivision
Improvement Agreement ("SIA") related to the Development of the Property; and
WHEREAS, on September 11, 2014, the Parties entered into a First Agreement
Amending Subdivision Improvement Agreement; and,
WHEREAS, on November 19, 2014, the Parties entered into a Second Agreement
Amending Subdivision Improvement Agreement; and,
WHEREAS, on April 22, 2015, the Parties entered into a Third Agreement Amending
Subdivision Improvement Agreement; and,
WHEREAS, on September 14, 2015, the Parties entered into a Fourth Agreement
Amending Subdivision Improvement Agreement; and,
WHEREAS, on May 10, 2016, City and Payee entered into a Fifth Agreement
Amending Subdivision Improvement Agreement; and,
WHEREAS, the City, Owner, and Payee now desire to amend the SIA to clarify the
extent to which Owner has satisfied Owner's Obligations with respect to Sections
4(a)(2), 5(a)(2) and 6(a)(2) of the SIA; and
WHEREAS, Anna Town Center No. 7/LRND, LLC purchased the remainder of the land
owned by O.P. Leonard, Jr. Investment Company, Ltd., and Nancy Alice Leonard
Investment Company, Ltd. and they are no longer parties to the agreement; and
WHEREAS, the capitalized terms used in this Sixth Amendment are as defined in the
SIA unless expressly set forth to the contrary herein; and
WHEREAS, it is the Parties' mutual intent that this Sixth Amendment shall govern only
the subject matter specifically set forth herein 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 Sixth Amendment;
and
Res, Page 2 of 14
,
Anna Town Square 6th Amendment
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties agree as follows:
SECTION I RECITALS INCORPORATED
The recitals set forth above are incorporated herein as if set forth in full to further
describe the Parties' intent under this Sixth Amendment and said recitals constitute
representations by Owner, Payee and the City.
SECTION 2 CITY ACKNOWLEDGEMENT OF OWNER'S OBLIGATIONS
The Parties agree that the Owner has fully satisfied the obligations described in
Sections 4(a)(2), 5(a)(2), and 6(a)(2) of the SIA with the exception of the installation of
certain street lights, further described in Exhibit 1, and required under Section 6(a)(2) of
the SIA. The Parties further agree that the Owner is entitled to the Reimbursable
Amounts pursuant to Owner's performance under Section 4(a)(2), 5(a)(2), and 6(a)(2) of
the SIA with the exception of Road Capital Improvement Fees in the amount of $63,269
for the required street lights that the city will retain until the required street lights are
installed.
SECTION 3 CONFLICTS AND EFFECTIVE DATE
To the extent of any conflict between this Sixth Amendment and the SIA, this Sixth
Amendment shall govern. The Effective Date of this Sixth Amendment is the date that
the last of the Parties' signatures to this Sixth Amendment is fully and properly affixed to
this Sixth Amendment 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 Sixth Amendment and Owner and Payee have duly executed same.
[SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]
Res cXA I• j 6 Page 3 of 14
Anna Town Square 6th Amendment
Owner:
Anna Town Center No. I/BRGT, Ltd.,
a Texas Limited Partnership
By: Anna Town Center No. 1/BRGT GP Corporation,
a Texas corporation, Its General Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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.
I/BRGT, Ltd.
Notary Public, State of Texas
Res Page 4 of 14
Anna Town Square 6th Amendment
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 Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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. 2/BRTO GP
Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd.
Notary Public, State of Texas
pp
Res � ("A-1-M - Page 5 of 14
Anna Town Square 6th Amendment
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 General Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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. 3/WARN GP
Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd.
Notary Public, State of Texas
Res Page 6 of 14
Anna Town Square 6th Amendment
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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 Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
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Res Page 7 of 14
Anna Town Square 6th Amendment
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 Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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. 5/HSLT GP
Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd.
Notary Public, State of Texas
it
ResPage 8 of 14
Anna Town Square 6th Amendment
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 General Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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. 6/LNRD GP
Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd.
Notary Public, State of Texas
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Res Page 9 of 14 l
Anna Town Square 6th Amendment
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 General Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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 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.
Notary Public, State of Texas
Res Page 10 of 14
Anna Town Square 6th Amendment
Owner:
40 PGE, Ltd.,
a Texas Limited Partnership
By: 40 PGE GP Corporation,
a Texas Corporation, its General Partner
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the day of
2017, 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 40 PGE GP Corporation, in its
capacity as general partner for 40 PGE, Ltd.
Notary Public, State of Texas
Res Page 11 of 14
Anna Town Square 6th Amendment
Payee:
ANNA CROSSING AMC, LTD.
By: ANNA CROSSING AMC GP CORPORATION
By:
Richard M. Skorburg, Its President
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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 Crossing AMC GP Corporation,
in its capacity as general partner for Anna Crossing AMC, Ltd.
Notary Public, State of Texas
Res
Page 12 of 14
k)
Anna Town Square 6th Amendment
CITY OF ANNA
By:
Philip Sanders, City Manager
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned notary public, on the _ day of
2017, 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 Anna, Texas.
Notary Public, State of Texas
Res
Page 13 of 14
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Anna Town Square 6th Amendment
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