HomeMy WebLinkAboutRes 2025-02-1746 Incentive Agreement with Retail Buildings, Inc.RESOLUTION NO. Z025 -o 2 - 1114&
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEL-%.S
APPROVING AINCENTIVE AGREEMENT WITH RETAIL BL"ANILDINGS, INC.
WHEREAS. Retail Buildings. Inc., an Oklahoma corporation (the "Developer") is in the
process of developing property for commercial and retail use (the "Project") at the southeast comer
of the intersection ofF.M. 45.5 and Ferguson Parkway, in the City of Anna. County of Collin. State
of Texas, as generally depicted in Exhibit A to the subject Economic Development Incentive
Agreement attached hereto as Exhibit 1 (the "Agreement"); and
WHEREAS, the City has found that the Project and associated incentives provided by the
City will promote new or expanded business enterprises; and
WHEREAS, the City is authorized to provide the incentives under Chapter 380 of the
Texas Local Government Code and said incentives as described in the Agreement are in exchange
for and conditioned upon Developer timely meeting its obligations under the Agreement:
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF AiNNA, TEXAS:
SECTION 1. Findings. The findings set forth above are incorporated herein for all
purposes as if set forth in full.
SECTION 2. Approval of Project and Agreement
The City Council of the City of Anna, Texas hereby approves the Agreement attached
hereto as Exhibit 1, incorporated herein for all purposes, and authorizes the Mayor to execute the
same on its behalf, subject to approval as to form by legal counsel for the City, said Agreement to
be effective upon its passage and as set forth in said Agreement.
SECTION 3. Administration
The City hereby authorizes the City Manager or his designee to administer the Agreement.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Anna, Texas,
on this the 25th day of February 2025.
ATTEST:
da,A:,�e OQ
Carrie L. Land. City Secretary
Page 1
Pete ui, Mayor
EXHIBIT 1
C:I1AP'TER 380 INC:EN'I'IVE AGREEMENT BY AND
BETWEEN THE C:I'I'Y OF ANNA, TEXAS
AND RETAIL BUIi,DINGS, INC,
This Incentive Agreement (;this "Agreement") is entered into by and between the CITY
OF ANNA, a 1]0MC-rL110 municipality in Collin County, Texas (tile " IXI'), and RETAIL
BUILDINGS, INC'., an Oklahoma corporation (the " Developer"), to be effective on the Effective
Date.
WHEREAS, certain terms used it) these recitals are defined in Section 3; and
WHEREAS, the City is a hollle-rUlc municipality of the State of Texas located within
Collin County; and
WHEIZEAS, Developer and the City are sometimes collectively referenced in this
Agreement as (the "Parties,") or each individually as ("Party"), and
WHEREAS, as ol'the d<lte of execution of this Agreement, the Developer owns a tract of
land totaling approximately 1.402 acres of real property located In the City, described by plat as
Lot 2R� Block A, Avery Point Cotrliticrcial, and shown in Exhibit A (the "Property"); and
WHEREAS, the Property is zoned as PD 955-2022 and shall be developed ire accordance
with said zoning-, and
WHEREAS, Developer desires to proceed with dQve.lopnicnt of the Property, as generally
described and/or generally illustrated on the Approved Site PlaJl shown in Exhibit 13 (the '`Site
Plan"), which Development collectively totals a single commercial lot; and
WHEREAS, the Parties intend that the Property be developed in accordance with the Plat
and the Developmetlt Standards agreed to under this Agreement; and
WHEREAS, Developer desires and imends to develop the Project ()n an accelerated
schedule in order to Meet the; restaffant and retail needs of the community; and
WHEREAS, the City recognizes the positive economic impact that the project, at a total
estimated value of approximately $900,000, will brine, to the City through developlllCIlt and
diversification of tits cconortty, redu(Jion of unemployment and underemployment through the
production of 15 full-time jobs, and the additional tax revenue, and
WHEREAS, as an incentive to accelerate the development schedule for the Project, the
Developer has recluested a reduction of impact fees applicable to the Property and the City is
willing to grartt that request tender and subject to the telrls and conditions of this Agreement; and
WHEREAS, this Agreement is a program under Chapter 380 of the Texas Local
Governincnt Code; and
REITA11. 13141.DINGS, INC. -, INc:EN IVE AGREEMENT NAC h t
EFFECTIVE DATE
The Effective Date of this Agrecmcnt shall he [lie date that the last of the 161loNving events
have occurred: (1) the City of Anna, Texas City Cotlncil ("City Council") has approvtyd and
adopted this Agreement, and the Mayor has duly executed this Agreement, and (2) Developer has
duly executed this Agreement.
SECTION 1
TERM. TR11MINATION, AND FORFEITURE OF ff"ONOMIC INCI, INTIVE
2.01 The term of this Agreement shall commence on the Effective Date and shall
terminate; UP011 Iujl 1erl:0l•111anee of the. Parties' respective obligati[ms under this Agreement unless
terminated sooner under file provisions ol'this Agreement.
2.q2 Noi.witlrstandinL_ the Iore . ing or any other provision of this Agreement, if
Developer defaults by failing to timely submit an application for a buildings permit for the Project
or timely submit an applicr-ttion Ior a Certificate of Occupancy for the Project, in accordance with
provisions of Section 8 of this Agreement the City may provide notice to cure to Developer
pursuant to Scction 8.3,
2.03 If this Agreement is terminated by the City for Developer's failure to subtnit an
:application for building permit for the Project. this Agr(yemerit shall terminate and both Parties
are relieved of any obligations hercunder including without limitation the C.ity's obligation to
credit any impact fees relating, to any future development of the Project.
2.04 Ifthis Agreement is terminated by the City fir Developer's failure to timely submit
an application liar a Certificate of Occupancy firr the Project, this Agreement shall terminate and
the City reserves the right to require the Developer to pay the remaining balance: of the calculated
impact tees, it) the amount of $195,977.o5, to the City prior to the City issuing a Certificate of
Obligation for the Project. 1I`the City requires Developer to pay said amount, it shall be due to be
paid within 30 days of the City providing v.,ritten demand 1t,r said payment.
SECTION 2
DEFINITIONS
Certain terns Lised in this Agreement arc defined in this Section 3. Other terms used in
this Agreement are defined in the recitals or in other sections of this Agi-cenient. Unless the context
requires otherwise. the following, ternis shall have the meanings hereinafter set fprth:
Agreement means this Incentive Agreement.
Calculated, Tanl3act Pees hearts water impact lees, sanitary sewer impact fees, and roadway
impact fees as pertains to the Development that are calculated based upon the. cun-ent { �ity
Ordinances pertainhin to Impact Fees and 1_.and Use.
Certificate of Qccu ancv means one or more documents entitled "t:ertilicate of
Occupancy" or similar which allow lull occupancy of all buildings within the Project in accordance
DETAIL BUILDINGS, INC. - INCENTIVE AGREEMENT PAGE 3
with City Regulations. A Certificate of Occupancy shall not include a certificate issued in error,
mistake, or misrepresentation of facts.
City means the City of Anna, a home -rule municipality located in Collin County, Texas.
City Codc means The Anna City Code of Ordinances.
L113LCotqjgit means the governing body of the City.
Citv Mana--er means the current or acting City Manager of the City of Anna or a person
designated to act on behalf of that individual if the designation is in writing and signed by the
current or acting City Manager.
i v Ike ulations means the C'ity's applienble development regulations in effect on the
Effective Date, including without limitation City Code provisions, ordinances, design standards,
and other policies duly adopted by the City, provided, however, that as it relates to construction
standards (including without limitation uniform building codes) the Project shall be subject to
those that the City has duly adopted at the time ol'the filing of an application for a building permit.
Developer means the entity responsible for developing the Property in accordance with this
Agreement.
Development or P,tect, which are used interchangeably herein, means a Braum's Ice
Cream & Dairy Store on the Property that is the subject of'this Agreement.
Development Standards mean the design specifications and construction standards
permitted or imposed under the City Regulations and, as relates to construction of structures, these
standards set forth in Exhibit C.
F.flective Date means the effective date or this AgTeernent, which shall be the date upon
which all parties have fully executed and delivered this Agreement.
impact Fees means water impact tees, sanitary sewer impact fees, and roadway impact fees
as pertains to the Development that are actually collected by the City for the Project.
Mayor means the Mayor of the City of Anna.
Notice means any notice required or allowed under this Agreement (or otherwise given in
connection with this Agreement).
Plat means the Replat of Avery Point Commercial, Block A. Lot 2R, as approved by the
City Council for the development of the Property as depicted on Exhibit A.
Public Improvements mean the improvements that have been dedicated to and are
maintained by the City and all other on- and off -site public water, sewer, drainage, and roadway
facilities. along with other public improvements, such as dedicated landscaping and screening, to
be constructed by Developer.
RETAIL BUILDINGS, INC.— INCENTIVE AGREEMENT PAGE d
Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway,
and other infrastructure necessary to serve the full development of the Property. The terns includes
the Public Improvements.
Real Property Accords of Collin Gouqty means the official land recordings of the Collin
County Clerk's Office.
SECTION 3
PUBLIC IMPROVEMENTS
3.1 Acknowledgment of Public Improvements. The Parties hereby acknowledge and
agree that the Developer has constructed the Public improvements and all Public Infrastructure
necessary for the Project is in place as if the Effective Date. Developer represents and warrants it
has paid all applicable fees, including the permit tees, inspections fees, but expressly excluding
the Impact Fees, and the Public improvements were constructed in accordance with all City
Regulations and any other governing body or entity with jurisdiction over the Public
Improvements, The City represents and warrants the Public improvements have been accepted by
the City and the City owns the Public Improvements.
S_ECTIUN 4
DEVELOPER OBLIGATIONS
4.1 Developer agrees as part of the consideration lbr this Agreentcnt that Developer
will submit a building permit application for the Project within 45 days of the Effective bate.
4.2 Developer agrees as a part of this Agreement that within sixteen (16) months of
the Effective Date, Developer shall have successfully received approval of a final Building
inspection and a Final Fire Inspection from the City ol'Anna, Texas, and shall submit a complete
application for a Certificate of Occupancy for the Project,
4.3 Developer agrees as a part of this Agreement to pay the following Impact lees
to the City at the tine of Building Permit application:
(a) Roadway Impact Fees: $195,977.05 (see section 6.3)
(b) Water Impact Fee: $38,500
(c) Sanitary Sewer Impact Fee: $29,150
4.4 Developer agrees as a part of this Agreement to pay all utility billing deposits,
nieter fees, set fees, and tap fees for new water and sanitary sewer service in accordance with the
City of Anna Fee Schedule in Appendix A ol'the City of Anna Code of Ordinances at the date of
execution of this Agreement. The set fees, tap fees, and deposit requirements iirr the 2" domestic
meter, 1" irrigation meter, and 4" sanitary sewer connection collectively shall be:
(a) Water Meter Set Fee Total Due: S1,260
(b) Water Metcr Tap Fee Total ]due: $1,750
RETAIL BUILDINGS, INC. -INCENTIVE AGRUMENT PAGE 5
(c) Water Meter Deposit Total Due: $ 700
(d) Sanitary Newer Tap Tee Total Due: $750
SEC'TiON w
CiTY 0-113LIG ATIONS
5.1 City agrees as a part of this Agreement to review and respond to the Developer's
application for building peMlit within 10 business clays of the date of submittal with comments
or Approval, if crnnrnents are i55Ued to lbe Developer, the City agrees to respcind to stlbsetlucllt
plan reviews within live ( ) business days.
5.2 City agree; to not unreasonably withhold approvals of any Building Inspections,
Fire lnspecti(Ms, Or the tsSUance of a building permit or Certificate Of Occupalley for the Proiect.
5.3 The calculated Roadway Trap,acl Fee 1:or the Project is $391,954.10. The City'
aUees to credit Developer fifty percent (50%) of the. Roadway Impact Fees as an economic
incentive to expedite the Project delivery. T'hc City shall credit the following, alnourlt at the time
of Building Permit application for the Proicct:
(a) Roadway Impact Pee Credit: S]95.977.05
PAYEE INFORMATION
With respect to any and every type of payment/remitlance clue to be paid at any time by
they City to Developer alter the Filective Date under dais Agreement, the name and deliveq address
of the payee for such payment shall be:
Retail Buildings, Inc.
Attw Marcus "Doty" 1101'an
3000 Nl_. 63rd Street
Alahoina City, OK 73121-1202
Developer may change the name ol'the. payee and/or address set forth above by delivering written
notice to the, City designating; a new payee.
SECTION b
ADDITIONAL O13LIGA'I'IONS AND AGREEMENTS
6.1 Compliance with Development Standards. Developer agrees as part of the
cat}nsicleration for this Aw-cement that all structures. amenities. buildings, and any other vertical
construction within the Development shall Itlect or exceed all Dcvclopment Standards and Cltv
Regulations ineluding without limitation these Standards set forth in Exhibit C. It is expressly
titlderstood and the Parties Agree that ("'ity Regulations and Development. Standards applicable to
the Property and its; use and development include but are not limited to City Code provisions,
ordinances, design standards, uniform codes. and other policies duly adopted by the City includim-
REAML BUILDINGS. INC.—INC:ENTiVF,AGREEMENT PAGE6
without limitation any such regulations or requirements that were affected by the passage of'Texas
H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code (-Matedals_and
Methods Re, ul_ations"), provided, however, to the extent of any conflict between the requirements
of Materials and Methods Regulations and the requirements of this Agreement, this Agreement
shall control.
6.2 Conflinq. When not in contllct With the terms and conditions of this Agreement,
the development of the Property shall be subject to all applicable City Regulations, including but
not limited to the City's subdivision regulations and engineering design standards. In the event of
any direct conflict between this Agreement and any other ordinance, rule, regulation, standard,
policy, order, guideline, or other City adopted or City enforced requirement, whether existing on
the Effective Date or hereinafter adopted, this Agreement, including its exhibits, as applicable,
shall control. In the event of'a conflict between the Site Plan and the Development Standards, the
Development Standards steal i cem.trol to the extent of the conflict.
6.3 INDEMNIFICATION and HOi.D HARMLESS. DEVELOPER. INCLUDING
ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO
RELEASE, DEFEND: HOLD HARMLESS, AND INDEMNIFY THE CITY AND 1'1 S
OFFICERS, OFFICIALS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES
(COLLECTIVELY, TILE "I?LLEASED PARTIES"), FROM AND AGAINST ALL THiRD-
PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER.
"CLAIMS") AGAINST THE CiTY OR ANY OF THE RF.I.FASF_.D PARTIES. 'wI-IFTIIER
REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEY'S FEES. RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT
FEES, AND OTIIER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER
WRONGFUL CONDUCT OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS
RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL. MEN,
AND/OR AGENTS, IN CONNECTION WiTH THE DESIGN OR. CONSTRUCTiON OF ANY
PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR
IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENTI
AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS
MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSEi) BY THE CiTY'S OWN
CONCURRENT NEGLIGENCE SLBJECT TO THE TERMS OF THIS SECTION.
DEVELOPER SHALT, NOT, HOWEVER, BE REQUIRED TO INDEMNIFY TIIE CI,rY
AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IFTHE CITY INCURS CLAIMS THAT
ARE CAUSED BY THE CONCURRENT NF,GI.IGFNCF, OF DF.VF.LOPF..R AND THE CITY,
DEVELOPER'S INDEMNITY OBLIGATION WILL ICE LIMITED TO A FRACTION OF TIIE
TOTAL CI.ALMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE, OF'
RESPONSIBILITY, DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND
ASSIGNS, FURTHER COVENANT'S AND AGREES TO RELEASE, DEFEND, HOLD
HARMLESS, AND INDEMNIFY, THE CITY ACIAINST ANY AND ALL CLAIMS BY ANY
PERSON CLAIMING AN OWNERSHIP INTEREST IN THE. PROPERTY PRIOR TO THE
EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS
RELATE IN ANY MANNER OR. ARISE IN CONNECTION WITH: (1) TIIE cars
RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN I'HIS AGREEMENT; (2) "PHIS
AGREEMENT OR OWNERSI-IIP OIL 'I HE PROPERTY: OR Q) THE C:ITY'S APPROVAL, OF
RETA I L BUILDINGS, INC.- INCENTIVE AGREEMENT PAGE 7
ANY TYPE Ul- DEVFLOPMFNT AP Pi,iCATiQN OR SUBMISSION WITH RESPECT TO
THL PROPERTY. THIS SECTION SHALL SURA WE THE MRMMATION OF THIS
A(rRFF.MFNT,
0.4 Status �)['Parues. This Agreement does not create a joint enterprise or venture or
employment relationship between. the City and Developer.
SECTION 7
EVENTS OF DEFAULT; REML•;DIES
T l Events ol-Dei'ault. No Party shill he in del:ault under this Agreement until notice
of the alleged failure of such Party, to perform has been given in vvTiting (which Notice shall set
forth in reasailabIQ detail the nature of the alleged failure) 13 id until such Party has been given a
reasonable this to curd the alleged failure (such reasonable time to he detennincd based oil the
nature of the alleged failure, but in no event more than thirty (30) days (or arty longer time period
to the extern expressly stated in this Agreement as relate~ to a specif ic. failure to pericm-n) after
written notice of the alleged failure has been given except as relates to a type of'def iult for which
ci dilfirerlt tIII1G [?eILOCi is expressly ael fOI'tll tit thiS A.breunient), Notwithstanding the loregoing,
no Party shall be in default under this Agreement if, within the appl icable cure period, the Party to
whom the notice was given begins performance and thereafter diligently and continuously pursues
performance until the alleged failure has been cured but to no event later than 90 days.
7.2 remedies. Lxcept as otherwise set forth in this Agreement, as compensation for
the. other party's default. an aggrieved Party is limited to seeking specific perforillancc of the other
party's obligations under- ibis Agreement.
7.3 Performance Windoty. Developer shall take all actions required under the City
Rcgulations and this Agreement necessary to submit for a Certificate of Occupancy for the
Devel0pm:;nt 11M later than sixteen (16) months after the Ff`lective Date. If Developer sloes not
meet this obligation.. the City may elect to terminate this Agreement by providing Developer with
written notice of such failurc(s). If the City provides such written notice, Developer shall have
sixty (60) days from_ the date that the City delivers said written notice in which to cure such
failurc(s), plus an additional time Period equal to any delay caU.Scd by the failurc(s), if any, ofthc
City to timely meet its ohl.igiitions under this Agreement. [C Developer [ails to tin'rely cure such
failure(s), then the City shall be excused from its obligations under this Agreement, including but
not limited to any obligation to credit Developer any amounts Otherwise Clue kinder this .AgFeenlent.
The foregoing notwithstanding,, the deadliness in this paragraph shall be subject to extension for
reasons cif' lorce majeure.
SECTION S
ASSiC.NMENT; ENCUMBRANCE
8.1 Assi nrncnt. This Agrcement shall be. bindin4 upon and inure to the benefit of
the successor,, and assigns of the parties hereto. The obligations, requn'0I1101ltS, or covenants to
develop the Property subject to this Agreement shall he 0,eely a,,3slgnable, in whole or in Dart, to
any at'tiliat:e or related entity of Developer. or any lien holder on the Property, without the prior
w- itten conseIlt of the City. Except as otherwise provided in this paragraph, the obligations,
11FTA]L BtIILnINf:S, INC. -M,i,,N,-rivE AC;RiTEM-1G;N'r PACE 8
requirements or cove rant,5 to the development of the Property shall not be assigned, in whole or Fan
part, by Developer to a non -affiliate or rion-related entity of Developer without tlae prier written
consent of the City Manager. which consent shall not be unreasonably withheld or delayed if the
assignee demonstrates tinaticial ability to perform. Any receivables due under this Agreement
may be assigned by Devoloper widiout. the consent of. but upon WI-itten notice to the Cite pursuant
to the terms hereof. An assi�.�nee shall be considered a "Party" for tine purposes of this Agreement.
Each assignment shall be in writing executed by Developer and the assignee and shall obligate the
assignee to be bound by this Agreement to the extent this Agreement applies or relates to Ifie
obligations, rights, title, or interests bring assigned, No assignment by Developer shall release
Developer from any liability that resulted from all act or omission by Developer that occutTed prior
to the effective date of the assignment unless the City approver the release in wl-iting. Developer
shall maintain written records of all assignments math; by Developer to assignees, including a copy
of each executed a ,,Ignment and, upon written request From any Pai1y or assignee, shall provide a
Copy of Such records to the requesting person or entity, and this obligation shall survive the
assigning ('arty's sale, assignment. transler, or ether conveyance of any interest in this Agreement
or the Property.
8.2 Assigneesas Parties. An assignee authorized in accordance with this Al rcement
and liar which notice of assignment has been provided in accordance herewith shall he considered
a "Party" for the purposes of this Agreen)errt.
8.3 Third Part), Boncftciaries. Fxcept as otherwise provided herein, this Agreement
inures to the benciit of, and may only he enforced by, the Parties. No other ncr:s;on oi- entity shall
have any right, title, or interest. under this Agreement or otherwise be deemed to be a third -party
beneficiary of thiw Agreement.
8.4 Notice of Assiunment, The following requirements shall apply in the event that
Developer sells, assign;, transfers, or othei-wise Conveys the Property or any port thereof and/or
any of its rights or benefits under this Agreement: (i) Developer must provide written notice to the
City to the extent required tuider this section at least fifteen ('15) business days in advance ol`any
Such sale, assignment, transFer, or other corive.yanCe; (ii) said notiCC must describe the extent to
which any rights or benefits under this Agreement will be sold, assigned, transferred or nlher'WisC
conveyed; (iii) said notice rnnust state the name, mailing addre.", telephone contact information,
and, if known, email address, of the persori(s) that will acquire any rights or benefits as a result of
any such sale, assignment. ti<misfer or other conveyance; and (iv) said notice must be sig,rred by a
duly authorized person representing Developer and a duly authorized representative of the person
that will acquire any rights or benefits as a result of the sale, assrgnrnrtiL iransier or other
conveyance.
SECTION 9
RECORDATION AND ESTOFFEL CERTIFICATES
9.1 Funding Obligations. Tltis Agreement and Lill arnendment} thereto and
assignrancnts laereol' shall be recorded in the Real Iroperty records ol� Collin Count),. -Phis
Agreement binds and constitutes a covenant running with the Propero, and, upon the Lffective
Date, is binding upon Developer and the City, and fornis a part of any other requirements for
development within the Property. This Agreement, when recorded, shall be binding upon the
RETAIL Bun.DiNGS, INC.- i1tiCENTIVE AGREEMENT PAGE 9
Parties and their successors and assigns as permirtcd by this Agreement and upon the Property.
Notwithstanding the Joregoing, his A-rcermit shall not hind or encumber any residential list or
residence located thereon within the Subdivision that i,5 sold to a third party homeowner.
9.2 Estoppel Certificates. from thno to time, upon �vritten request of Developer or
arty t`uturc owner, and upon the payment to the City of a S500.1)0 fee plus all reasonable costs
incurred by the City in providing the certificate described in this section. ItlClUding withcuu
limi.taliors attorneys fees acid related costs, the City Manager. or his/her designee will, in his/her
official capacity and to his/her reasonable knowledce and bclicf. execute a written estoppel
certificate identifying any obligations of an owner under this _'agreement that are In detaUlt.
SECTION 10
GENERAL PROVISIONS
10.1 :l'crm, EXcept VVItli reSpect to any earlier termination effected under this
Agreement. this Agreement Shull terminate upon satisfaction of all obligations by all Par0es or the
expiration often (10) years after the Effective Date, whichever occurs earlier.
10.2 Recitals. The recitals contained in this Agreement: (a) are true and correct as of
the Effective Date; (b) loan the basis upon which the Parties nc-gotiated and entered into this
Agreernont.- and. (c) reflect the final intent of the Parties 4bith regard to the subject matter of this
Agreement. In the event it becomes accessary to interpret any Provi-slon of this Agreement, the
intent of the Parties. as evidenced by the recitals. shall be taken into consideration and. to the
maximum extent possible, given 1-e11 ei'lect. The Parties have relied upoIl the recitals as part o the
consideration for entering into this Agreement and, but for the intent of the Parties rotlected by the
recitals. would not have entered into this Agreement.
10.3 Notices. Any nwi(x, submittal, payment or iristrcuncnt required or permitted by
this Agreement to be given or delivered to any paid,- shall be deemed to have hee.n received when
delivered personally or upon the expiration of 72 hours following deposit ol'the .~ante in any United
States Post Office, rcgistcrcd or certified mail, postage prc�paicl, addressed gas follows:
To the City: City of' Anna; Texas
Attn: City kfanager
11 I N. Powell Parkway
Anna, TX 75409
With a copy to: Wolfe, Tidwell & McCoy, UY
Attn: Clark McCoy
2591 Dallas Parkway, Suite 300
Frisco, TX 75034
RUAIL BUILDINGS. INC:.-INCENTlvr AGRF, MENT PAGE in
To Devcloper: Detail Buildings. Inc.
Attn: Nilarcus "Koty" Foran
HMO NF 63" Sheet
Oklaho.nia City, Oklahoma 73121
Ai -id
Retail Buildings, inc.
Attn: Helen Pacione
1710 W. Randol Mill Road
Arlington. Texas 76012
With a copy to: Phillips Murrah P.C.
Attn: Erica H- Black�tock
424 NW 100' Street
Oklahoma City, Oklahoma 73103
Any pm-y may change its address or addresses for delivery cif. notice by delivering Nwitten notice
of such change of address to the other party.
For informational pLn-poSc;s only, Developers additional contact Wbrmation is:
Phone number: (405) 620-7223 and (817) 460-5600
Email address: marcLls.lor'.uV a and lie Icii.pacionc,-' i:braull1s.COIII
10.4 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any amhiguitieti are to be
resolved against: the drafting Party will not apply to interpreting this Agreement. In the event of
tuiy dispute over the meaning or application of any provisicm of this Agreement. the provision will
he interpreted la.tl']y and reasonably and neither morestrongly for nor acainst any Party, regardless
of which Party originally drafted tale prc)visi011,
10.5 Time,. In this Agrecrnent: time is oi'the essence and compliance with the: times
I or per(bim.ance herein is required.
10.6 Authority and I niorceability, The City represents and warrants that this
Agreement has been approved by ol'ficial action by the City Council U the: City in accordance with
all applicable public notice requirements (including. but not hinited (o, notices regUired by the
T*cxas Open Meetings Act) and that the individual eXCCLlting this Agreement oil behalf of the City
has been duly authorized to do so. Developer represents and warrants that this Agreement has
heen approved by appropriate action of i7eveloper, and that each individual executing this
Agreement oat behalf of' Developer ha, been duly authorized to do so. Each Party respectively
ackliowledgcs and agrees that this Agreement is binding UP011 Such Party and is enfhrcea)le against
such Patrty, in accordance with its terms and conditions.
RETAIL BUILDINGS, INC.- INC'iSN'I'IVF AGRITEMENT PAGE 11
10.7 Sever. -ability. This Agreement shall not be modified or amended --xecpl in
writing signed by the Parties. If any provision of this Agreement is determined by a court of
cornpeten1 jurisdiction to be unciAorceable for any reason, then: (a) such unenforceable provis1011
shall be deleted from this Agreement; (b) the uncnforceable provision shall. to the extent possible
and upon mutltal agreement ol'Ille parties, be rewritten to be enforceable and to give effect to the
intent of the. Parties; and (c) the r'emaindcr of -this Agi-eenlent shall remain In lull force and effect
and steal I be interl)ret.ed to give effect to the intent of the: Parties.
10.8 Applicable Law: Venue. This Agreement. is entered into pur.su It to, anal is to
be construed and en[brced in accordance with, the laws of the State ol'Texas, and all obligations
of the Parties are performable in Collin County. Exclusive venue for any action related to, arising
cart ol, or brought in connection With this Agreement shall be to the Collin County District Court_
10.9 Non 'Waiver. Any failure by a Pate to insist upon strict performance by the
other Party of zany material provision ofthis Agreement shall not be deemed a waiver thereof, and
the Party shall have the right at any Gme thereafter to insist upon strict. performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing;
signed by file Party waiving such provision. Ariy waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party oPany term Ur condition of this Agreement shall be
dccmcd or contitrUed to be a waiver of any either term or condition or subsequent waivrj: of the
sairie term or condition.
10.10 C.ountem.ai s. This Agreement may be executed in any number oY counterparts.
cacti of, Ivhich shall be decided an original anci constittrte one and the same instrument:
M- I I Force Maieure. Each Party shall use good faith, due diligence and reasonable
care in the perfaraiance of its respective, obligations under this Agreement, and time shrill be of
the essence in such pcl'tori7raraec; hmvever, in the event a Party is unable, due to force majeurc, to
perior in its obligations under this At;reelirent, then the obligations affected by the force ntajCUre
shall be temporarily suspended. Within three (3) business days at'ler the occurrence of a Itrrce
majcurc, the Party claiming the riglit to temporarily suspend its perfortnance, shall give Notice to
all the Parties, including a detailed explanation of'the force Ina'jcure and a description of the action
that will be taker] to remedy the force mz jeure and restinic full perfOrmance at the earliest possible:
time. The term "force m�ileure" shall include events or circumstances that are not within the
reasonable control of the Party whose performance is suspended and that mild not have been
avoided by such Party with the good faith exercise of good faith, due diligence and reasonable.
c are.
l ().12 Complete A,rccrrient. This ,agreement embodies the entire Agreement between
711
the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written
agreement of the City and Develoler exuressly amending the terms cal this Agreement. By cntcring
into this Agreement, the Parties understand and agree that airy previous agreements or
understanding, between the parties are null and void.
I0.1.3 Consideratiort, This Agrccinent is executed by the Parties hereto without
coercion or duress and l'or substantial consideration, the sufficiency of which is hereby
acknowledged.
RETAIL nIJILDINGS, INC. —INCENTIVE .AGREI1'A•IENT PAGE 12
SECTiON 11
STATUTORY VERIFICATIONS
11.1 Statutory Verifications. Developer makes the Following representation and
verifications to enable the City to comply with C;haptcrs 2252, 2271, 2274. and 2276. Texas
Government Code, as heretofore amended (the "Government Code"), in entering into this
Agreement_ As used in such verifications, "affiliate" mcans an entity that controls, is controlled
by, or is under common control with Developer within the meaning of SEC Rule 40.5, 17 C.I.R.
230405. and exists to make a profit. Liability for breach of any suc11 verification prior to the
expiration or earlier terimialion of this agreement shall survive until barred by the applicable
statute of limitations, and shall not be liquidated or otherwise limited by my provision of th15
Agreenicnt, notwithstaridlllb anything in this Agreement to the, contrary.
11.2 Not a Sunctioned Company. Developer represents Lhat neither it not' city of its
parent company, wholly- or majority -owned subsidiaries, and other affiliates is a con-ipany
identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under
Section 2252.153 or Scction 2270.0201, Government Code. The foregoing representation
excludes Developer and each of its parent company, wholly- or majority -owned subsidiaries. and
other affiliates, if any. that the t United States government has affirmatively declarQd to be excluded
from its federal sanctions regime relating to Sudan of Iran or any federal sanctions regime relating
to a foreign terrorist organization.
1 1.3 No Roycott of Israel. Developer hereby verifies that it and its parent company,
wholly- or nraiority-mmied subsidiaries, and other affiliates, if any, do not boycott Israel and will
not boycott Israel during the terra of this Agreement. As used in Elie foregoing verification,
"boycott Israel" has the meaning provided in Section 227 I.001, Government Code.
11.4 No Discrimination Against )~irearm_Lntities. Developer hereby verities, that it
and its parent company, wholly- or maiority-owned subsidiaries; and other affiliates, if any, do not
have a practice, policy, guidance, or directive that discriminates against a freartrl entity or firearm
trade association and will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement. AS used ill the foregoing verification '. "discriminate against a
firearm entity or fireOrm trade association" has the meaning provided in Section 2274.001(3),
Government Code,
11.5 No Boycott of Energy Companies. Developer hereby verifies that it and its
parent company, wholly- or majority-m-vned subsidiaries, and other affiliates. if any, do not boycott
onergy companies and will not boycott energy cornpanie5 during the tcrin of this Agreement. As
used in the foregoing veriFicatioti, "boycott energy companies" has the meaning provided in
Section 2276.001(1), Government Code.
11.6 1295. Submitted herewith is a completed Form 1295 in connection with
Developer's participation in the execution of this Agreement generated by the Texas Fthics
Commission's (the "TEC") clectronic filing application in accordance with the. provisions, of
Section 2252,908 of the 'Texas Government Code acid the rule., promulgated by the TF.0 (the
" orn-i 1295"). The City hereby confirms receipt of the Form 1295 from Developer, raid the laity
agrees to acknowledge such form with the TLC through its electronic filing apl)llcatlon not later
RETAIL. BUILDINGS, INC. -I NUNTIVEAGREEMENT PAGE 13
than the 30th. day after the receipt of such form. Developer and the City understand wid agree that,
with the exception of information identifying the City and the contract identification number,
neither the City nor its consultants are responsible i-or the information contained in the Fenn 1295;
that the information contained in the Forrn 1295 has been provided solely by Developer; and,
neither the City nor its consultants have verified such information.
SECTION 1.2
EXHTBITS
12.1 Exhibits, The following exhibits are attached to this Agreement and are
incorporated herein for all put -poses:
Exhibit A Subdivision Plat
Exhibit B Site Plan
Exhibit C Development Standards
[SIGNATURES PAGES AND EXHTBITS FOLLOW, REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]
RETAIL BUtt,I)INGS, INC. -INCENTIVE AC:IZEF.MGNT PAGE 14
EXECUTED BY THE PARTIES TO BE EFFECTIVE CAN THE EFFECTIVE DATE.,
CITY:
CITY OF ANNA,
a Dome -rule municipality in Collin County, Texas
By:
Name: Pete Cain
Title: Mayor
Date: r4j,
I
STATE OF TEXAS
5
COUNTY OF C:OLLIN §
This instrument was acknowledged before me on th1s25 clay of Fe bru 0, r y 2025,
Pete Cain, Mayor of the City of Anna, a home -rule municipality in Collin County. Texas.
,� otary Public, State f' exas
,III,
SEAL do",,�wv�B,L GRACE KARINA M. DEROSA
Notary Public, State of Texas
Comm. Expires 12-16-2028
Notary ID 135204375
RETAIL BUILDINGS, INCORPORATED —INCENTIVE AGREEMENT SIGNATURE PAGE I!
DEVELOPER:
RETAIL BUII,DINGS, INC'.,
an Oklahoma corporation
By. �— }✓✓!,..{rat$ �f'/r i �7 c.Q�.ji
Elaine M. Braum. its President
I'HE ST.A` E O1= OKLAHOMA
COUNTY OF OKLAHOMA
This instrument was acknowledged before me on the / � fday of . -_-iyvmv-' 2025, by
Elaine M. Braum. President of Retail Buildings, Inc., an Oklahoma Corporation.
ram, Notary Publ'c in and fOT the State ol'Oklahoma
r exR• Q r1231V ,
1p
/T,OI� I010 �\t\\��
RETAIL BUILDINGS, INCORPORATED- INCENTIVE AGREEMENT SIGNATUREPAGE2
Exhibit A
SUBDIVISION PLAT
RETAIL BIJ ILD] N(.;S, INC.- INCENTIVE AGREEMIL,✓N'l EXHIBITA
k
U4 x1libit B
SITE P LAN
INMOO M31A)400WQ
I—F
A
sit
4 .......
fit
r
-------- ......
. . . . . .. . . .
RETAIL BUILDINGS. INC. - INCENTIVE AGREEMENT EXHIBIT B
Exhibit C
DEVELOPMENT STANDARDS
The Developer shall cause the design, construction, and development of the Property to tale place
in compliance with the existing Planned Development PD 955-2022 and prior City Ordinances
No. 226-2005, 709-2015, and all current City of Alma Code of Ordinances pertaining to inning,
land use, and development standards.
RETAIL BUILDINGS, INC;.-INCENTIVE AGREEMENT EXHIBITC