HomeMy WebLinkAbout2019-03-26 Work Session & Joint Meeting Packet w/BOD of Reinvestment Zone 2AGENDA
City Council Work Session/Joint Meeting
with Board of Directors of Reinvestment
THE CITY OF Zone Number Two, City of Anna
Anna
Tuesday, March 26, 2019 @ 6:30 PM
The City Council of the City of Anna will meet in Work Session at 6:30 PM, on March
26, 2019, at the Anna City Hall, Located at 111 North Powell Parkway (Hwy 5), to
consider the following items.
1. Call to Order, Roll Call and Establishment of Quorum of City Council and Board.
2. Board of Directors of Reinvestment Zone Number Two, City of Anna
("Board") action items:
a. Discuss and consider approving a final Project and Financing Plan
for Reinvestment Zone Number Two, City of Anna, Texas.
b. Discuss and consider authorizing Chairman and City Secretary to execute
and deliver a TI RZ No. 2 Agreement by and among the City of Anna, Texas, the
Board of Directors of Reinvestment Zone Number Two, City of Anna, Texas,
and CADG Hurricane Creek, LLC, relating to Improvement Area #1 of the
Hurricane Creek Public Improvement District.
C. TIRZ No. 2 Board Adjourns.
3. City Council Action items:
a. Discuss and consider approving a final Project and Financing Plan
for Reinvestment Zone Number Two, City of Anna, Texas.
b. Discuss and consider authorizing Chairman of Reinvestment Zone Number
Two, City of Anna, Texas, Mayor and City Secretary to execute and deliver a
TI RZ No. 2 Agreement by and among the City of Anna, Texas, the Board of
Directors of Reinvestment Zone Number Two, City of Anna, Texas, and
CADG Hurricane Creek, LLC, relating to Improvement Area #1 of the
Hurricane Creek Public Improvement District.
4. CLOSED SESSION (EXCEPTIONS)
Under Tex. Gov't Code Chapter 551, the City Council may enter into
closed session to discuss any items listed or referenced on this agenda
under the following exceptions:
a. Consult with legal counsel regarding pending or contemplated litigation and/
or on matters in which the duty of the attorney to the governmental body
under the Texas Disciplinary Rules of Professional Conduct of the State
Bar of Texas clearly conflicts with Chapter 551 of the Government Code
(Tex. Gov't Code §551.071). Consultant Contract, Meeting Procedures,
zoning ordinance
b. Discuss or deliberate the purchase, exchange, lease, or value of real
property (Tex. Gov't Code §551.072); city facilities; acquisition of easements
C. Discuss or deliberate personnel matters (Tex. Gov't Code §551.074);
City Attorney Annual Review
d. Discuss or deliberate Economic Development Negotiations: (1) To discuss
or deliberate regarding commercial or financial information that the City
has received from a business prospect that the City seeks to have locate,
stay, or expand in or near the territory of the City of Anna and with which
the City is conducting economic development negotiations; or (2) To
deliberate the offer of a financial or other incentive to a business
prospect described by subdivision (1). (Tex. Gov't Code §551.087);
possible incentive agreements with property developers; pending
negotiations on development agreements.
The Council further reserves the right to enter into executive session at any time
throughout any duly noticed meeting under any applicable exception to the
Open Meetings Act.
5. Consider/Discuss/Action on any items listed on any agenda —work session, regular
meeting, or closed session —that is duly posted by the City of Anna for any City
Council meeting occurring on the same date as the meeting noticed in this agenda.
(If there is no need to address any other such agenda item, the Mayor shall adjourn
this meeting).
6. Adjourn. There being no further business before the Council, we will consider this
meeting adjourned at p.m.
This is to certify that I, Came L. Smith, City Secretary, posted this agenda at a place
readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at
or before 5:00 p.m. on March 22, 2019.
Carrie L. Smith, City Secretary
1. The Council may vote and/or act upon each of the items listed in this agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on
this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act.
3. Persons with a disability who want to attend this meeting who may need assistance should contact
the City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate
arrangements can be made.
THE CITY OF
Anna
AGENDAITEM:
Item No. 2.
City Council Agenda
Staff Report
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Board of Directors of Reinvestment Zone Number Two, City of Anna ("Board") action items:
a. Discuss and consider approving a final Project and Financing Plan for Reinvestment Zone
Number Two, City of Anna, Texas
b. Discuss and considerauthod2ing Chairman and City Secretary to execute and deliver a TIRZ
No. 2 Agreement by and among the City of Anna, Texas, the Board of Directors of Reinvestment
Zone Number Two, City of Anna, Texas, and CADG Hurricane Creek, LLC, relating to
Improvement Area #1 of the Hurricane Creek Public I mprovement District.
c. TIRZ No. 2 Board Adjourns.
SUMMARY:
STAFF RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
Agreement 3/21/2019 Exhibit
TIRZ NO.2 AGREEMENT
This TIRZ NO. 2 AGREEMENT (the "Agreement') dated as of March 26, 2019 (the
"Effective Date") is made by and between the CITY OF ANNA, TEXAS (the "City"), the
BOARD OF DIRECTORS (the "Board") of REINVESTMENT ZONE NUMBER TWO,
CITY OF ANNA, TEXAS, and CADG HURRICANE CREEK, LLC, a Texas limited
liability company (the "Owner"), which together with the Board and the City are sometimes
herein each referred to as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, capitalized terms used but not defined herein shall have the meanings given
to them in the Reinvestment Zone Number Two, City of Anna, Texas, Final Project and
Financing Plan dated as of March 26, 2019 (the "Final Plan"); and
WHEREAS, after providing the notices required by the Tax Increment Financing Act,
Chapter 311, Texas Tax Code, as amended (the "Act") and by the Texas Open Meetings Act,
Chapter 551, Texas Government Code, as amended (the "Open Meetings Act'), the City Council
passed and approved Ordinance No. 804-2019 on March 12, 2019 (the "TIRZ Creation
Ordinance"), designating a tax increment reinvestment zone known as Reinvestment Zone
Number Two, City ofAnna, Texas (the "Zone"); and
WHEREAS, the City will participate in the Zone by contributing a portion of the Tax
Increment levied and collected by the City from the property within the Zone equal to $0.382 per
$100 of Captured Appraised Value (which amount is equal to sixty-four and sixty-one
hundredths percent (64.61°/u) of City tax rate for 2019), which Tax Increment will be paid
annually into the TIRZ Fund for a term of thirty years, or until the amount in the TIRZ Fund
reaches the Maximum Contribution, whichever occurs first; and
WHEREAS, the Zone encompasses approximately 92.186 acres of land located within
the corporate limits of the City, which land is more particularly described by metes and
bounds and depicted on Exhibit A attached hereto (the "Pro "); and
WHEREAS, the Property will be developed as the initial phase of a residential master
planned community in accordance with the First Amended and Restated Villages of Hurricane
Creek Subdivision Improvement Agreement between the City and the Owner, effective as of
August 28, 2018, as amended by that Second Amended Villages of Hurricane Creek Subdivision
Improvement Agreement, effective as of November 13, 2018, as further amended by the Third
Amended Villages of Hurricane Creek Subdivision Improvement Agreement, effective as of
February 12, 2019 (collectively, the `Subdivision Improvement Agreement'); and
WHEREAS, in addition to creating the Zone, the TIRZ Creation Ordinance appointed
the initial members of the Board and approved the Preliminary Project and Financing Plan for
the Zone in accordance with the Act; and
WHEREAS, following the Board's recommendation and approval of the Final Project
TIRZ No. 2 Agreement
and Financing Plan, the City Council will approve a final Project and Financing Plan (the "Final
Plan") on March 26, 2019;
WHEREAS, the City has created the Hurricane Creek Public Improvement District (the
"District'), a portion of which is coterminous with the Zone, and levied assessments in the
District to finance or reimburse the cost of certain improvements (the "Authorized
Improvements") benefitting the District pursuant to Hurricane Creek Public Improvement
District Service and Assessment Plan dated as of March 12, 2019, as updated annually and
amended from time to time (the "Service and Assessment Plan");
WHEREAS, the Service and Assessment Plan identifies the Property as "Improvement
Area #1" of the District and has apportioned the cost of the portion of the Authorized
Improvements benefitting Improvement Area #1 (the "Improvement Area #1 Projects") and has
levied assessments (the "Improvement Area #1 Assessments") on the Property to finance or
reimburse the cost of the Improvement Area #1 Projects; and
WHEREAS, the costs of the Improvement Area #1 Projects constitute Project Costs
pursuant to the Final Plan; and
WHEREAS, the City and the Board have determined that it is in the best interest of the
City and conforms to the Final Plan to use dollars in the TBtZ Fund, as they become available, to
provide a credit towards a portion of the Improvement Area #1 Assessments.
NOW THEREFORE, for valuable consideration the receipt and adequacy of which are
acknowledged, the Parties agree as follows:
ARTICLE I
1.1 Representations of Board and City. The Board and the City hereby represent
to the Ownerthat:
(A) As of the date of this Agreement, the Board and the City are duly
authorized, created and existing in good standing under the laws of the State and are duly
qualified and authorized to carry on the governmental functions contemplated by this
Agreement.
(B) As of the date of this Agreement, the Board and the City have the power,
authority and legal right to enter into and perform their obligations set forth in this Agreement
and the execution, delivery and performance hereof: (i) have been duly authorized; (ii) will not
violate any applicable judgment, order, law or regulation; and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest upon
any of their assets under any agreement or instrument to which the Board or the City are a
party or by which they or their assets, may be bound or affected.
TIRZ No. 2 Agreement
(C) The execution, delivery and performance of this Agreement by the Board
and the City does not require the consent or approval of any person or entity which has not been
obtained.
1.2 Representations of the Owner. The Owner hereby represents to the Board and
the City that:
(A) The Owner is a Texas limited liability company duly authorized, created
and existing in good standing under the laws of the State of Texas.
(B) The Owner has the power, authority and legal right to enter into and
perform its obligations set forth in this Agreement, and the execution, delivery and performance
hereof: (i) has been duly authorized; (ii) will not, to the best of its knowledge, violate any
judgment, order, law or regulation applicable to the Owner; and (iii) does not constitute a
default under, or result in the creation of, any lien, charge, encumbrance or security interest upon
any assets of the Owner, under any agreement or instrument to which the Owner is a party or
by which the Owner or its assets may be bound or affected.
(C) The execution, delivery and performance of this Agreement by the Owner
does not require the consent or approval of any person or entity which has not been obtained.
ARTICLE II
2.1 Eligible Project Costs. All Project Costs me an eligible cost under the Act as such
costs are identified in Appendix D attached to the Final Plan, as may be amended from time to
time.
2.2 TIRZ Participation.
(A) Pursuant to the Final Plan, the Board agrees, subject to the conditions
contained in this Agreement, to use dollars in the TIRZ Fund, as they become available, to
provide a credit towards a portion of the Improvement Area #1 Assessments; provided, however,
that the Board's obligation to use dollars in the TIRZ Fund for such purposes shall be limited to
the Maximum Contribution.
(B) It shall be the obligation of the Parties to pay the Project Costs annually as
set forth in this Agreement and the Final Plan, until the expiration of the term of this Agreement
pursuant to Section 5.10 hereof.
(C) The Owner shall submit a Certificate for Payment to the City as set forth
in that certain Phase #1 Funding and Reimbursement Agreement between the Owner and the
City, dated as of March 12, 2019 to verify actual Public Improvement Costs, and such
TIRZ No. 2 Agreement
documentation shall be available to the Board concerning the expenditure of funds for the
Improvement Area #1 Projects and the development of the Property.
(D) The Board shall contribute the portion of the Tax Increment collected in
the Zone described herein and the City shall deposit or cause to be deposited such Tax Increment
into the TIRZ Fund. The City shall contribute from the TIRZ Fund, as dollars become available,
the pro rota portion of the Improvement Area #1 Assessments for each Qualified Residential
Parcel, subject to the Maximum TIRZ No. 2 Credit Amount (as defined in the Service and
Assessment Plan), on or before the date the Improvement Area #1 Assessments are due, as such
date is identified in the Service and Assessment Plan, during the term of the Zone beginning in
the year that the revenues in the TIRZ Fund are available to provide a credit to the Improvement
Area #1 Assessments. A parcel in the Zone may have an Improvement Area #1 Assessment due
regardless of whether a residential structure or structures are built or have yet to be built on that
parcel. The annual portion of the TIRZ Increment to provide a credit for Improvement Area #1
Assessments is equal to $0.382 per $100 of Captured Appraised Value of the Zone. A parcel
which has an assessment due is a qualified residential parcel (a "Qualified Residential Parcel"),
and each Qualified Residential Parcel is identified in the Improvement Area #1 Assessment Roll
attached as Exhibit E to the Service Assessment Plan. For any and all Project Costs incurred but
not credited towards a portion of the Improvement Area #1 Assessments on or before the due
date of the Improvement Area #1 Assessments, interest shall accrue at 6.5% as set forth in the
Subdivision Improvement Agreement. Disbursements from the TIRZ Fund shall be made for the
following purposes and in the following order of priority unless otherwise approved by the
Parties:
FIRST to reimburse the City for Administrative Costs in accordance with the
Final Plan; and
SECOND, to pay the annual portion of the Improvement Area #1 Assessment for
each Parcel in accordance with this Agreement and the Final Plan, subject to the
Maximum TIRZ No. 2 Annual Credit Amount (as described in Section V(G)(2) of
the Service and Assessment Plan).
The City shall maintain the TIRZ Fund as a segregated account which shall not be
commingled with any other funds of the City. The TIRZ Fund shall be invested in the same
manner as other municipal funds, and all interest earned shall be part of the TIRZ Fund.
(E) The City shall prepare and submit an annual report in accordance with the
Act (the "Benort') to the Board and to the Owner detailing: (i) the amount due to be provided as
a credit to a portion of the Improvement Area #1 Assessments, and (ii) the amount of funds that
are available to make such payment from the TIRZ Fund. The Owner shall review the Report
and notify the Board in writing no later than fifteen (15) days from the receipt of the Report of
acceptance of the Report or any deficiency found in the Report. The Board, the City and the
Owner shall work cooperatively to mutually resolve any discrepancies or deficiencies in the
TIRZ No. 2 Agreement
Report within 30 days of receipt of the Report. During such time, the Owner shall be able to
provide evidence demonstrating its compliance with this Agreement. If any discrepancy,
deficiency or dispute remains after the expiration of the 30 days, the Parties agree to attend
mediation within 90 days in an effort to resolve the dispute.
(F) Under no circumstance shall the City or the Board be obligated to
pay Project Costs or provide a credit for a portion of the Improvement Area #1
Assessments for a Qualified Residential Parcel, unless there are funds net of the
Administrative Costs in the TIRZ Fund to pay for Project Costs.
(G) Commencing on the Effective Date and continuing until the amount paid
equals the Maximum Contribution, the City shall not enter into any tax abatement agreements
affecting property located within the Zone, and the City and Board shall not approve any
amendment to the Final Plan, which would create a reimbursement out of TIRZ Fund that has
priority over the use of monies in the TIRZ Fund to provide a credit towards a portion of the
Improvement Area #1 Assessments under the terms of this Agreement. Specifically, and without
limiting the generality of the foregoing, only the Administrative Costs shall have priority over
payment by the Board of a portion of the Improvement Area #1 Assessments.
ARTICLE III
EVENTS OF DEFAULT
3.1 Events of Default. A non -performing Party shall be in "Default' under this
Agreement if such Party fails to perform any duty or obligation under this Agreement and
such failure is not cured within thirty (30) days after written notice from any other Party
specifying the nature and the period of existence thereof and what action, if any, the non -
defaulting Parties require or propose to require with respect to curing the default (or if the
failure is not reasonably capable of being cured within thirty (30) days, the non -performing
Party does not begin to cure within such 30-day period and thereafter continuously and
diligently complete a cure at the earliest possible time).
ARTICLE IV
REMEDIES ON DEFAULT
4.1 Remedies. If a Party is in Default under this Agreement, the other Parties
shall have available all remedies at law or in equity (including, but not limited to, injunctive
relief and specific performance) except as follows: no Default shall: (i) relieve the Board
from its obligation to use dollars from the TIRZ Fund to pay a portion of the Improvement
Area #1 Assessments; or (ii) relieve the City from its obligation to provide a credit towards
a portion of the Improvement Area #1 Assessments from the dollars in the TIRZ Fund, as
they become available, , up to the Maximum Contribution as described herein.
ARTICLE V
GENERAL
TIRZ No. 2 Agreement
5.1 Inspections, Audits. The Owner agrees to keep operating records related to
construction of the Public Improvements and to any particular Public Improvement Cost for
four (4) years after disbursements from the TIRZ Fund to pay Improvement Area #1
Assessments, or as may be required by the Board, the City, or by State and federal law or
regulation. The Owner shall allow the City and/or the Board reasonable access to documents
and records in the Owner's possession, custody or control that the City and/or the Board
deem necessary to assist the City and/or the Board in determining the Owner's compliance
with this Agreement.
5.2 Personal Liability of Public Officials. To the extent permitted by State law, no
director, officer, employee or agent of the Board or the City shall be personally responsible
for any liability arising under or out of this Agreement.
5.3 Notices. Any notice required or contemplated by this Agreement shall be in
writing and shall be deemed given and received: (i) when delivered (with evidence of
delivery) by a nationally recognized delivery service (e.g., FedEx or UPS) to the address
shown below whether or not signed for by the individual to whose attention the notice is
addressed; or (ii) three business days after deposited with the US Postal Service, CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, for delivery to the address shown below
whether or not signed for by the individual to whose attention the notice is addressed.
To the City:
Attn: City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
With a copy to:
Attn: Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas75034
To Owner:
Attn: Mehrdad Moayedi
Attn: CADG Hurricane Creek, LLC
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
With a copy to:
Attn: Robert Miklos
Miklos Cinclair, PLLC
1800 Valley View Lane, Suite 360
Farmers Branch, Texas 75234
Each Party may change its address by written notice in accordance with this Section. Any
communication addressed and mailed in accordance with this Section shall be deemed to be
T1RZ No. 2 Agreement
given when so mailed, any notice so sent by facsimile transmission shall be deemed to be given
when such transmission is sent, and any communication so delivered in person shall be deemed
to be given when receipted for by, or actually received by, the addressee.
5.4 Amendments and Waivers. Any provision of this Agreement may be amended or
waived if such amendment or waiver is in writing and is signed by the Board, the Owner, and the
City. No course of dealing on the part of any Party, nor any failure or delay by any Party with
respect to exercising any right, power or privilege of a Party under this Agreement shall operate
as a waiver thereof, except as otherwise provided in this Section.
5.5 Invalidity. In the event that any of the provisions contained in this Agreement
shall be held unenforceable in any respect, such unenforceability, shall not affect any other
provision of this Agreement.
5.6 Successors and Assigns. All covenants and agreements contained by or on behalf
of the Parties in this Agreement shall bind their successors and assigns and shall inure to the
benefit of the Owner and its successors and assigns. This Agreement and the right to
reimbursement set forth herein may be assigned, from time to time and in whole or in part, by the
Owner to any person or entity. The assignment must be in writing and must obligate the assignee
to be bound by this Agreement. A copy of the assignment shall be given to the City within 30
days after its effective date; however, City consent to the assignment is not required. Upon any
such assignment and notice to the City, the Owner shall not be released from performing the
duties or obligations that are assigned and that arise after the effective date or the date that the
City receives notice of the assignment, whichever later occurs; further, the Owner is not released
from any liabilities that arose prior to the effective date or date of notice to the City, whichever
later occurs, unless the City and the Board agree. The Owner's right under this Agreement are a
personal obligation and do not constitute a covenant running with the land.
5.7 Exhibits, Titles of Articles. Sections and Subsections. All titles or headings are
only for the convenience of the Parties and shall not be construed to have any effect or meaning as
to the agreement between the Parties hereto. Any reference herein to a Section or Subsection shall
be considered a reference to such Section or Subsection of this Agreement unless otherwise
stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit
attached hereto unless otherwise stated.
5.8 Construction. This Agreement is a contract made under and shall be construed in
accordance with and governed by the laws of the United States of America and the State of Texas,
as such laws are now in effect.
5.9 Entire Agreement. This written Agreement represents the final agreement
between the Parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the Parties. There are no unwritten oral agreements between
the Parties.
TIRZ No. 2 Agreement
5.10 Term. This Agreement shall be in force and effect from the Effective Date for
a term expiring on the earlier of. (i) the date on which all the Improvement Area #1
Assessments are paid, up to the Maximum Contribution; or (ii) the expiration of the Zone on
December 31, 2048.
5.11 Venue for Performance or Litigation. This Agreement is performable only in
Collin County, Texas. Venue for any action affecting this Agreement shall lie in Collin
County.
5.12 Approval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by any of the Parties, the Parties agree that such
approval or consent shall not be unreasonably withheld, conditioned or delayed.
5.13 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute one and the same instrument.
5.14 Severability and Legal Construction. If a court of competent jurisdiction
finds any provision of this Agreement to be invalid, illegal, or unenforceable as to any
person of circumstance, such finding shall not render that provision invalid, illegal or
unenforceable as to any other persons or circumstances. It is the intention and agreement of
the Parties to this Agreement that each such illegal, invalid or unenforceable provision shall
be amended by the Parties hereto to the extent necessary to make it legal, valid and
enforceable while achieving the same object of such provision, or, if that is not possible, by
substituting therefore another provision that is legal, valid and enforceable and achieves the
same objectives (or, if such provision cannot be amended or a provision substituted
therefore in a manner that is legal, valid and enforceable and achieves the same objectives,
then such provision shall be amended or a new provision substituted therefore that
achieves as closely as possible the same objectives or economic position as the illegal,
invalid, or unenforceable provision.)
[EXECUTION PAGE FOLLOWS]
TIRZ No. 2 Agreement
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed on the Effective Date.
TIRZ NO.2 BOARD:
REINVESTMENT ZONE NUMBER TWO,
CITY OF ANNA, TEXAS
ATTEST:
Carrie L. Smith, City Secretary
TIRZ No. 2 Agreement
CITY ANNA.MA5
By.
Nele Fi MAc
AWUT:
Cone L: Sviitq G\ty SttMuy
ISFALI
T No 3AG t
OWNER:
CADG Hurricane Creek, LLC,
a Texas limited liability company
By: CADG Holdings, LLC,
a Texas limited liability company
Its: Member
By: MMM Ventures, LLC,
a Texas limited liability company
Its: Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its: Manager
By:
Name: Mehrdad Moayedi
Its: Manager
TIRZ No. 2 Agreement
EXHIBIT A
Property Description and Depiction
92.186 ACRES
LEGAL DESCRIPTION
BEING a tract of land situated in the Joseph Boyle Survey, Abstract Number 105, W.S. Rattan Survey,
Abstract Number 752, T. Rattan Survey, Abstract Number 782, and the J. Coffman Survey, Abstract
Number 197, Collin County, Texas and being part of that tract of land described in deed to CADG
Hurricane Creek, LLC, recorded in Instrument Number 20150529000631020 of the Official Public
Records of Collin County, Texas and being more particularly described as follows:
BEGINNING at a 5/8" iron rod found for the northeast comer of a remainder tract WBK Partners, LTD
recorded in Volume 4292, Page 27 of said Official Public Records and the easternmost southeast corner
of said CADG Hurricane Creek, LLC tract;
THENCE S 88°5827" W, 1,910.63 feet with the south line of said CADG tract to a 5/8" iron rod with
plastic cap stamped "PELOTON" set;
THENCE departing said south line of the CADG Hurricane Creek, LLC tract, N 00015127" E, 421.11 feet
to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 46° 1849" E, 320.76 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 43'41'11" W, 120.00 feet to a 5/8" iron rod with plastic cap stamped "PELOTON' set;
THENCE S46° 1849" W, 117.06 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE N 43041'11" W, 50.00 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 46° 1849" E, 145.00 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE N 43041'11" W, 120.00 feet to a 518" iron rod with plastic cap stamped "PELOTON' set;
THENCE N 46018'49" E, 570.00 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 43'41'I1" W, 170.00 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 46° 1849" E, 2.17 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set to the
beginning of a curve to the right;
THENCE, with said curve to the right, an arc distance of 47.91 feet, through a central angle of 05°54'13",
having a radius of 465.00 feet, the long chord bears N 49°15'56" E, 47.89 feet to a 5/8" iron rod with
plastic cap stamped "PELOTON" set;
THENCE N 43°4l'I1" W, 163.78 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 46018'49" E, 259.23 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
ITRZ No. 2 Agreement
THENCE N 89° 13'07" E, 741.15 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 23°12'58" E, 16.58 feet to a 5/8" iron rod with plastic cap stamped "PELOTON' set;
THENCE N 89° 13'07" E, 140.84 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE N 59°26'33" E, 195.37 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE N 89° 13'07" E, 731.48 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE S 00°46'53" E, 284.46 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE N 89013'07" E, 525.00 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE S 00°46'53" E, 460.00 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE S 89°13'07" W, 170.00 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 01-32'35" W, 138.83 feet to a 5/8" iron rod with plastic rap stamped "PELOTON" set;
THENCE S 03°5649" W, 63.28 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 20°40'36" W, 64.06 feet to a 5/8" iron rod with plastic cap stamped `PELOTON' set;
THENCE S 34031'32" W, 64.92 feet to a 5/8" iron rod with plastic cap stamped "PELOTON' set;
THENCE S 5602924" W, 66.49 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 55°11'09" W, 70.72 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE S 33007'12" E, 131.90 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 36016'47" E, 50.00 feet to a 5/8" iron rod with plastic cap stamped "PELOTON' set;
THENCE S 53°43'13" W, 1.72 feet to a 5/8" iron rod with plastic cap stamped `PELOTON" set;
THENCE S 36°16'47" E, 163.61 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set in the
east line of said CADG Hurricane Creek, LLC. Tract at the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 61.57 feet, through an angle of 05°02'21", having
a radius of 700.00 feet, and a long chord which bears S 56°44'35" W, 61.55 feet to a 5/8" iron rod with
plastic cap stamped "PELOTON" set;
THENCE S 59°01'02" W, 294.65 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 89°21'12" W, 420.50 feet to a 5/8" iron rod with plastic cap stamped "PELOTON" set;
THENCE S 01031'10" E, 184.67 feet to the POINT OF BEGINNING and containing 4,015,625 square
feet or 92.186 acres of land, more or less.
TIRZ No. 2 Agreement
TIRZ No. 2 MAP
VILLAGES OF
I'191 PELOTON HURRICANE CREEK
filfi ... , •T ... PHASE #1`"
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TIRZ No. 2 Agreement
THE CITY OF
Anna
AGENDAITEM:
City Council Action items:
Item No. 3.
City Council Agenda
Staff Report
R�i1- IT-T-MIf'IAf'IISI'
a. Discuss and consider approving a final Project and Financing Plan for Reinvestment Zone
Number Two, City of Anna, Texas.
b. Discuss and consider authorizing Chairman of Reinvestment Zone Number Two, City of Anna,
Texas, Mayor and City Secretary to execute and deliver a TI RZ No. 2 Agreement by and among
the City of Anna, Texas, the Board of Directors of Reinvestment Zone Number Two, City of Anna,
Texas, and CADG Hunicane Creek, LLC, relating to Improvement Area #1 of the Hurricane Creek
Public Improvement District.
SUMMARY:
STAFF RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
Agreement 3/21/2019 Exhibit
TIRZ No. 2 Agreement
TIRZ NO. 2 AGREEMENT
This TIRZ NO. 2 AGREEMENT (the “Agreement”) dated as of March 26, 2019 (the “Effective Date”) is made by and between the CITY OF ANNA, TEXAS (the “City”), the BOARD OF DIRECTORS (the “Board”) of REINVESTMENT ZONE NUMBER TWO, CITY OF ANNA, TEXAS, and CADG HURRICANE CREEK, LLC, a Texas limited liability company (the “Owner”), which together with the Board and the City are sometimes herein each referred to as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, capitalized terms used but not defined herein shall have the meanings given
to them in the Reinvestment Zone Number Two, City of Anna, Texas, Final Project and
Financing Plan dated as of March 26, 2019 (the “Final Plan”); and
WHEREAS, after providing the notices required by the Tax Increment Financing Act,
Chapter 311, Texas Tax Code, as amended (the “Act”) and by the Texas Open Meetings Act,
Chapter 551, Texas Government Code, as amended (the “Open Meetings Act”), the City Council
passed and approved Ordinance No. 804-2019 on March 12, 2019 (the “TIRZ Creation
Ordinance”), designating a tax increment reinvestment zone known as Reinvestment Zone
Number Two, City of Anna, Texas (the “Zone”); and
WHEREAS, the City will participate in the Zone by contributing a portion of the Tax
Increment levied and collected by the City from the property within the Zone equal to $0.382 per
$100 of Captured Appraised Value (which amount is equal to sixty-four and sixty-one
hundredths percent (64.61%) of City tax rate for 2019), which Tax Increment will be paid
annually into the TIRZ Fund for a term of thirty years, or until the amount in the TIRZ Fund
reaches the Maximum Contribution, whichever occurs first; and
WHEREAS, the Zone encompasses approximately 92.186 acres of land located within
the corporate limits of the City, which land is more particularly described by metes and
bounds and depicted on Exhibit A attached hereto (the “Property”); and
WHEREAS, the Property will be developed as the initial phase of a residential master
planned community in accordance with the First Amended and Restated Villages of Hurricane
Creek Subdivision Improvement Agreement between the City and the Owner, effective as of
August 28, 2018, as amended by that Second Amended Villages of Hurricane Creek Subdivision
Improvement Agreement, effective as of November 13, 2018, as further amended by the Third
Amended Villages of Hurricane Creek Subdivision Improvement Agreement, effective as of
February 12, 2019 (collectively, the “Subdivision Improvement Agreement”); and
WHEREAS, in addition to creating the Zone, the TIRZ Creation Ordinance appointed
the initial members of the Board and approved the Preliminary Project and Financing Plan for
the Zone in accordance with the Act; and
WHEREAS, following the Board’s recommendation and approval of the Final Project
TIRZ No. 2 Agreement
and Financing Plan, the City Council will approve a final Project and Financing Plan (the “Final
Plan”) on March 26, 2019;
WHEREAS, the City has created the Hurricane Creek Public Improvement District (the
“District”), a portion of which is coterminous with the Zone, and levied assessments in the
District to finance or reimburse the cost of certain improvements (the “Authorized
Improvements”) benefitting the District pursuant to Hurricane Creek Public Improvement
District Service and Assessment Plan dated as of March 12, 2019, as updated annually and
amended from time to time (the “Service and Assessment Plan”);
WHEREAS, the Service and Assessment Plan identifies the Property as “Improvement
Area #1” of the District and has apportioned the cost of the portion of the Authorized
Improvements benefitting Improvement Area #1 (the “Improvement Area #1 Projects”) and has
levied assessments (the “Improvement Area #1 Assessments”) on the Property to finance or
reimburse the cost of the Improvement Area #1 Projects; and
WHEREAS, the costs of the Improvement Area #1 Projects constitute Project Costs
pursuant to the Final Plan; and
WHEREAS, the City and the Board have determined that it is in the best interest of the
City and conforms to the Final Plan to use dollars in the TIRZ Fund, as they become available, to
provide a credit towards a portion of the Improvement Area #1 Assessments.
NOW THEREFORE, for valuable consideration the receipt and adequacy of which are
acknowledged, the Parties agree as follows:
ARTICLE I
REPRESENTATIONS
1.1 Representations of Board and City. The Board and the City hereby represent
to the Owner that:
(A) As of the date of this Agreement, the Board and the City are duly
authorized, created and existing in good standing under the laws of the State and are duly
qualified and authorized to carry on the governmental functions contemplated by this
Agreement.
(B) As of the date of this Agreement, the Board and the City have the power,
authority and legal right to enter into and perform their obligations set forth in this Agreement
and the execution, delivery and performance hereof: (i) have been duly authorized; (ii) will not
violate any applicable judgment, order, law or regulation; and (iii) do not constitute a default
under, or result in the creation of, any lien, charge, encumbrance or security interest upon
any of their assets under any agreement or instrument to which the Board or the City are a
party or by which they or their assets, may be bound or affected.
TIRZ No. 2 Agreement
(C) The execution, delivery and performance of this Agreement by the Board
and the City does not require the consent or approval of any person or entity which has not been
obtained.
1.2 Representations of the Owner. The Owner hereby represents to the Board and
the City that:
(A) The Owner is a Texas limited liability company duly authorized, created
and existing in good standing under the laws of the State of Texas.
(B) The Owner has the power, authority and legal right to enter into and
perform its obligations set forth in this Agreement, and the execution, delivery and performance
hereof: (i) has been duly authorized; (ii) will not, to the best of its knowledge, violate any
judgment, order, law or regulation applicable to the Owner; and (iii) does not constitute a
default under, or result in the creation of, any lien, charge, encumbrance or security interest upon
any assets of the Owner, under any agreement or instrument to which the Owner is a party or
by which the Owner or its assets may be bound or affected.
(C) The execution, delivery and performance of this Agreement by the Owner
does not require the consent or approval of any person or entity which has not been obtained.
ARTICLE II
REIMBURSEMENT PAYMENT
2.1 Eligible Project Costs. All Project Costs are an eligible cost under the Act as such
costs are identified in Appendix D attached to the Final Plan, as may be amended from time to
time.
2.2 TIRZ Participation.
(A) Pursuant to the Final Plan, the Board agrees, subject to the conditions
contained in this Agreement, to use dollars in the TIRZ Fund, as they become available, to
provide a credit towards a portion of the Improvement Area #1 Assessments; provided, however,
that the Board's obligation to use dollars in the TIRZ Fund for such purposes shall be limited to
the Maximum Contribution.
(B) It shall be the obligation of the Parties to pay the Project Costs annually as
set forth in this Agreement and the Final Plan, until the expiration of the term of this Agreement
pursuant to Section 5.10 hereof.
(C) The Owner shall submit a Certificate for Payment to the City as set forth
in that certain Phase #1 Funding and Reimbursement Agreement between the Owner and the
City, dated as of March 12, 2019 to verify actual Public Improvement Costs, and such
TIRZ No. 2 Agreement
documentation shall be available to the Board concerning the expenditure of funds for the
Improvement Area #1 Projects and the development of the Property.
(D) The Board shall contribute the portion of the Tax Increment collected in
the Zone described herein and the City shall deposit or cause to be deposited such Tax Increment
into the TIRZ Fund. The City shall contribute from the TIRZ Fund, as dollars become available,
the pro rata portion of the Improvement Area #1 Assessments for each Qualified Residential
Parcel, subject to the Maximum TIRZ No. 2 Credit Amount (as defined in the Service and
Assessment Plan), on or before the date the Improvement Area #1 Assessments are due, as such
date is identified in the Service and Assessment Plan, during the term of the Zone beginning in
the year that the revenues in the TIRZ Fund are available to provide a credit to the Improvement
Area #1 Assessments. A parcel in the Zone may have an Improvement Area #1 Assessment due
regardless of whether a residential structure or structures are built or have yet to be built on that
parcel. The annual portion of the TIRZ Increment to provide a credit for Improvement Area #1
Assessments is equal to $0.382 per $100 of Captured Appraised Value of the Zone. A parcel
which has an assessment due is a qualified residential parcel (a “Qualified Residential Parcel”),
and each Qualified Residential Parcel is identified in the Improvement Area #1 Assessment Roll
attached as Exhibit E to the Service Assessment Plan. For any and all Project Costs incurred but
not credited towards a portion of the Improvement Area #1 Assessments on or before the due
date of the Improvement Area #1 Assessments, interest shall accrue at 6.5% as set forth in the
Subdivision Improvement Agreement. Disbursements from the TIRZ Fund shall be made for the
following purposes and in the following order of priority unless otherwise approved by the
Parties:
FIRST, to reimburse the City for Administrative Costs in accordance with the
Final Plan; and
SECOND, to pay the annual portion of the Improvement Area #1 Assessment for
each Parcel in accordance with this Agreement and the Final Plan, subject to the
Maximum TIRZ No. 2 Annual Credit Amount (as described in Section V(G)(2) of
the Service and Assessment Plan).
The City shall maintain the TIRZ Fund as a segregated account which shall not be
commingled with any other funds of the City. The TIRZ Fund shall be invested in the same
manner as other municipal funds, and all interest earned shall be part of the TIRZ Fund.
(E) The City shall prepare and submit an annual report in accordance with the
Act (the “Report”) to the Board and to the Owner detailing: (i) the amount due to be provided as
a credit to a portion of the Improvement Area #1 Assessments, and (ii) the amount of funds that
are available to make such payment from the TIRZ Fund. The Owner shall review the Report
and notify the Board in writing no later than fifteen (15) days from the receipt of the Report of
acceptance of the Report or any deficiency found in the Report. The Board, the City and the
Owner shall work cooperatively to mutually resolve any discrepancies or deficiencies in the
TIRZ No. 2 Agreement
Report within 30 days of receipt of the Report. During such time, the Owner shall be able to
provide evidence demonstrating its compliance with this Agreement. If any discrepancy,
deficiency or dispute remains after the expiration of the 30 days, the Parties agree to attend
mediation within 90 days in an effort to resolve the dispute.
(F) Under no circumstance shall the City or the Board be obligated to
pay Project Costs or provide a credit for a portion of the Improvement Area #1
Assessments for a Qualified Residential Parcel, unless there are funds net of the
Administrative Costs in the TIRZ Fund to pay for Project Costs.
(G) Commencing on the Effective Date and continuing until the amount paid
equals the Maximum Contribution, the City shall not enter into any tax abatement agreements
affecting property located within the Zone, and the City and Board shall not approve any
amendment to the Final Plan, which would create a reimbursement out of TIRZ Fund that has
priority over the use of monies in the TIRZ Fund to provide a credit towards a portion of the
Improvement Area #1 Assessments under the terms of this Agreement. Specifically, and without
limiting the generality of the foregoing, only the Administrative Costs shall have priority over
payment by the Board of a portion of the Improvement Area #1 Assessments.
ARTICLE III
EVENTS OF DEFAULT
3. l Events of Default. A non-performing Party shall be in “Default” under this
Agreement if such Party fails to perform any duty or obligation under this Agreement and
such failure is not cured within thirty (30) days after written notice from any other Party
specifying the nature and the period of existence thereof and what action, if any, the non-
defaulting Parties require or propose to require with respect to curing the default (or if the
failure is not reasonably capable of being cured within thirty (30) days, the non-performing
Party does not begin to cure within such 30-day period and thereafter continuously and
diligently complete a cure at the earliest possible time).
ARTICLE IV
REMEDIES ON DEFAULT
4.1 Remedies. If a Party is in Default under this Agreement, the other Parties
shall have available all remedies at law or in equity (including, but not limited to, injunctive
relief and specific performance) except as follows: no Default shall: (i) relieve the Board
from its obligation to use dollars from the TIRZ Fund to pay a portion of the Improvement
Area #1 Assessments; or (ii) relieve the City from its obligation to provide a credit towards
a portion of the Improvement Area #1 Assessments from the dollars in the TIRZ Fund, as
they become available, , up to the Maximum Contribution as described herein.
ARTICLE V
GENERAL
TIRZ No. 2 Agreement
5.1 Inspections, Audits. The Owner agrees to keep operating records related to
construction of the Public Improvements and to any particular Public Improvement Cost for
four (4) years after disbursements from the TIRZ Fund to pay Improvement Area #1
Assessments, or as may be required by the Board, the City, or by State and federal law or
regulation. The Owner shall allow the City and/or the Board reasonable access to documents
and records in the Owner's possession, custody or control that the City and/or the Board
deem necessary to assist the City and/or the Board in determining the Owner's compliance
with this Agreement.
5.2 Personal Liability of Public Officials. To the extent permitted by State law, no
director, officer, employee or agent of the Board or the City shall be personally responsible
for any liability arising under or out of this Agreement.
5.3 Notices. Any notice required or contemplated by this Agreement shall be in
writing and shall be deemed given and received: (i) when delivered (with evidence of
delivery) by a nationally recognized delivery service (e.g., FedEx or UPS) to the address
shown below whether or not signed for by the individual to whose attention the notice is
addressed; or (ii) three business days after deposited with the US Postal Service, CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, for delivery to the address shown below
whether or not signed for by the individual to whose attention the notice is addressed.
To the City: Attn: City Manager
City of Anna, Texas
111 N. Powell Parkway
Anna, Texas 75409
With a copy to: Attn: Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To Owner: Attn: Mehrdad Moayedi
Attn: CADG Hurricane Creek, LLC
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
With a copy to: Attn: Robert Miklos
Miklos Cinclair, PLLC
1800 Valley View Lane, Suite 360
Farmers Branch, Texas 75234
Each Party may change its address by written notice in accordance with this Section. Any
communication addressed and mailed in accordance with this Section shall be deemed to be
TIRZ No. 2 Agreement
given when so mailed, any notice so sent by facsimile transmission shall be deemed to be given
when such transmission is sent, and any communication so delivered in person shall be deemed
to be given when receipted for by, or actually received by, the addressee.
5.4 Amendments and Waivers. Any provision of this Agreement may be amended or
waived if such amendment or waiver is in writing and is signed by the Board, the Owner, and the
City. No course of dealing on the part of any Party, nor any failure or delay by any Party with
respect to exercising any right, power or privilege of a Party under this Agreement shall operate
as a waiver thereof, except as otherwise provided in this Section.
5.5 Invalidity. In the event that any of the provisions contained in this Agreement
shall be held unenforceable in any respect, such unenforceability shall not affect any other
provision of this Agreement.
5.6 Successors and Assigns. All covenants and agreements contained by or on behalf
of the Parties in this Agreement shall bind their successors and assigns and shall inure to the
benefit of the Owner and its successors and assigns. This Agreement and the right to
reimbursement set forth herein may be assigned, from time to time and in whole or in part, by the
Owner to any person or entity. The assignment must be in writing and must obligate the assignee
to be bound by this Agreement. A copy of the assignment shall be given to the City within 30
days after its effective date; however, City consent to the assignment is not required. Upon any
such assignment and notice to the City, the Owner shall not be released from performing the
duties or obligations that are assigned and that arise after the effective date or the date that the
City receives notice of the assignment, whichever later occurs; further, the Owner is not released
from any liabilities that arose prior to the effective date or date of notice to the City, whichever
later occurs, unless the City and the Board agree. The Owner’s right under this Agreement are a
personal obligation and do not constitute a covenant running with the land.
5.7 Exhibits, Titles of Articles, Sections and Subsections. All titles or headings are
only for the convenience of the Parties and shall not be construed to have any effect or meaning as
to the agreement between the Parties hereto. Any reference herein to a Section or Subsection shall
be considered a reference to such Section or Subsection of this Agreement unless otherwise
stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit
attached hereto unless otherwise stated.
5.8 Construction. This Agreement is a contract made under and shall be construed in
accordance with and governed by the laws of the United States of America and the State of Texas,
as such laws are now in effect.
5.9 Entire Agreement. This written Agreement represents the final agreement
between the Parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements of the Parties. There are no unwritten oral agreements between
the Parties.
TIRZ No. 2 Agreement
5.10 Term. This Agreement shall be in force and effect from the Effective Date for
a term expiring on the earlier of: (i) the date on which all the Improvement Area #1
Assessments are paid, up to the Maximum Contribution; or (ii) the expiration of the Zone on
December 31, 2048.
5.11 Venue for Performance or Litigation. This Agreement is performable only in
Collin County, Texas. Venue for any action affecting this Agreement shall lie in Collin
County.
5.12 Approval by the Parties. Whenever this Agreement requires or permits
approval or consent to be hereafter given by any of the Parties, the Parties agree that such
approval or consent shall not be unreasonably withheld, conditioned or delayed.
5.13 Counterparts. This Agreement may be executed in several counterparts, each
of which shall be an original and all of which shall constitute one and the same instrument.
5.14 Severability and Legal Construction. If a court of competent jurisdiction
finds any provision of this Agreement to be invalid, illegal, or unenforceable as to any
person of circumstance, such finding shall not render that provision invalid, illegal or
unenforceable as to any other persons or circumstances. It is the intention and agreement of
the Parties to this Agreement that each such illegal, invalid or unenforceable provision shall
be amended by the Parties hereto to the extent necessary to make it legal, valid and
enforceable while achieving the same object of such provision, or, if that is not possible, by
substituting therefore another provision that is legal, valid and enforceable and achieves the
same objectives (or, if such provision cannot be amended or a provision substituted
therefore in a manner that is legal, valid and enforceable and achieves the same objectives,
then such provision shall be amended or a new provision substituted therefore that
achieves as closely as possible the same objectives or economic position as the illegal,
invalid, or unenforceable provision.)
[EXECUTION PAGE FOLLOWS]
TIRZ No. 2 Agreement
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
executed on the Effective Date.
TIRZ NO. 2 BOARD:
REINVESTMENT ZONE NUMBER TWO,
CITY OF ANNA, TEXAS
By:_________________________________
Chair
ATTEST:
_______________________
Carrie L. Smith, City Secretary
TIRZ No. 2 Agreement
CITY:
CITY OF ANNA, TEXAS
By:________________________________
Nate Pike, Mayor
ATTEST:
_______________________
Carrie L. Smith, City Secretary
[SEAL]
TIRZ No. 2 Agreement
OWNER:
CADG Hurricane Creek, LLC,
a Texas limited liability company
By: CADG Holdings, LLC,
a Texas limited liability company
Its: Member
By: MMM Ventures, LLC,
a Texas limited liability company
Its: Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its: Manager
By:______________________________
Name: Mehrdad Moayedi
Its: Manager
TIRZ No. 2 Agreement
EXHIBIT A
Property Description and Depiction
92.186 ACRES
LEGAL DESCRIPTION
BEING a tract of land situated in the Joseph Boyle Survey, Abstract Number 105, W.S. Rattan Survey,
Abstract Number 752, T. Rattan Survey, Abstract Number 782, and the J. Coffman Survey, Abstract
Number 197, Collin County, Texas and being part of that tract of land described in deed to CADG
Hurricane Creek, LLC, recorded in Instrument Number 20150529000631020 of the Official Public
Records of Collin County, Texas and being more particularly described as follows:
BEGINNING at a 5/8” iron rod found for the northeast corner of a remainder tract WBK Partners, LTD
recorded in Volume 4292, Page 27 of said Official Public Records and the easternmost southeast corner
of said CADG Hurricane Creek, LLC tract;
THENCE S 88°58'27” W, 1,910.63 feet with the south line of said CADG tract to a 5/8” iron rod with
plastic cap stamped “PELOTON” set;
THENCE departing said south line of the CADG Hurricane Creek, LLC tract, N 00°15'27” E, 421.11 feet
to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 46°18'49” E, 320.76 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 43°41'11” W, 120.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S46°18'49” W, 117.06 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 43°41'11” W, 50.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 46°18'49” E, 145.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 43°41'11” W, 120.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 46°18'49” E, 570.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 43°41'11” W, 170.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 46°18'49” E, 2.17 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set to the
beginning of a curve to the right;
THENCE, with said curve to the right, an arc distance of 47.91 feet, through a central angle of 05°54'13”,
having a radius of 465.00 feet, the long chord bears N 49°15'56” E, 47.89 feet to a 5/8” iron rod with
plastic cap stamped “PELOTON” set;
THENCE N 43°41'11” W, 163.78 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 46°18'49” E, 259.23 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
TIRZ No. 2 Agreement
THENCE N 89°13'07” E, 741.15 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 23°12'58” E, 16.58 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 89°13'07” E, 140.84 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 59°26'33” E, 195.37 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 89°13'07” E, 731.48 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 00°46'53” E, 284.46 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE N 89°13'07” E, 525.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 00°46'53” E, 460.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 89°13'07” W, 170.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 01°32'35” W, 138.83 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 03°56'49” W, 63.28 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 20°40'36” W, 64.06 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 34°31'32” W, 64.92 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 56°29'24” W, 66.49 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 55°11'09” W, 70.72 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 33°07'12” E, 131.90 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 36°16'47” E, 50.00 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 53°43'13” W, 1.72 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 36°16'47” E, 163.61 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set in the
east line of said CADG Hurricane Creek, LLC. Tract at the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 61.57 feet, through an angle of 05°02'21”, having
a radius of 700.00 feet, and a long chord which bears S 56°44'35” W, 61.55 feet to a 5/8” iron rod with
plastic cap stamped “PELOTON” set;
THENCE S 59°01'02” W, 294.65 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 89°21'12” W, 420.50 feet to a 5/8” iron rod with plastic cap stamped “PELOTON” set;
THENCE S 01°31'10” E, 184.67 feet to the POINT OF BEGINNING and containing 4,015,625 square
feet or 92.186 acres of land, more or less.
TIRZ No. 2 Agreement