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HomeMy WebLinkAboutRes 2025-03-1749 Park Development Fee Credit Agreement with Jefferson Villages of Waters Creek LLCCITY OF ANNA, TEXAS RESOLUTION NO. 2o25 - 0 3- l 1 W A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A PARK DEVELOPMENT FEE CREDIT AGREEMENT WITH JEFFERSON VILLAGES OF WATERS CREEK LLC TO DESIGN AND CONSTRUCT A TRAIL THROUGH CAROL PARK AND THE JEFFERSON VILLAGES OF WATERS CREEK DEVELOPMENT. WHEREAS, the City Council of the City of Anna. Texas, ("City Council') finds that the Park Development Fee Credit Agreement with Jefferson Villages of Waters Creek LLC is instrumental and necessary to the design and construction of a trail through Carol; and WHEREAS. the City Council considers the design and construction of a trail through Carol Park to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set forth in the Strategic Plan adopted by City Council; and WHEREAS, the City Council approves the proposed Park Development Fee Credit Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full. Section 2. Approval and Authorization of Agreement. The City Council hereby approves the extension attached hereto as Exhibit 1 to enter into a Park Development Fee Credit Agreement with Jefferson Villages of Water Creek LLC and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize and enforce the Park Development Fee Credit Agreement with Jefferson Villages of Waters Creek. PASSED, APPROVED, AND ADOPTED on first and final reading on this 25th day of March 2025. ATTEST: APPROVED: City Secretary, Carrie Land //*I� THE CITY OF II ),,,1ayor1( Pete Cain PARK DEVELOPMENT FEE CREDIT AGREEMENT This Park Development Fee Reimbursement Agreement (this "Agreement") is entered into by and between the City of Anna, Texas (the "City") and Jefferson Villages of Waters Creek, LLC, a Delaware limited liability company (the "Developer"). WHEREAS, Developer and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject matter specifically set forth herein and that this Agreement shall supersede any previous agreement between the Parties regarding the subject matter hereof, and WHEREAS, Developer desires to develop certain real property in Collin County, Texas, composed of approximately 19.542 located entirely within the corporate limits of the City of Anna, more particularly described in the attached Exhibit A (the "Property"),- and NOW, THEREFORE, in consideration of the mutual covenants contained herein. the Parties agree as follows: SECTION 1 RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by the Parties. SECTION 2 DEFINITIONS Change Order means any request from the contractor. engineer, land surveyor, or member of the project design and construction team for funds exceeding the Project Budget, as shown attached hereto as Exhibit C — Cost Estimate. City Approval Date has the meaning ascribed to that term in Section 3(a). City Code means the Anna City Code of Ordinances. City Contribution means the total amount of funds the City shall be required to reimburse the Developer for the Developer's Design & Constriction Costs. The City Contribution shall be set at a maximum of $660,000 which shall be calculated based on Developer's Design & Construction Costs in excess of the amount of the Park Fee Credit, plus City -approved change orders in accordance with Section 4(a)(2). City Manager means the current, acting, or interim City Manager of the City of Anna or a person designated to act on behalf of the City Manager with respect to this Agreement if the designation is in writing and signed by the current or acting City Manager. Park Development Fee Reimbursement Agreenieut — Page 1 City Regulations mean City Code provisions, ordinances, design standards, and uniform codes. duly adopted by the City. Developer's Design and Construction Cost, with respect to the Trail Project, means: the dollar amount actually paid by or on behalf of Developer for the engineering. design, land sun; eying, and construction of the Trail Project, which shall generally include but not be limited to the items listed in the cost breakdown attached hereto as Exhibit C. City inspection fees shall not be included in Developer's Design and Construction Cost. Final Park Development Fee Reimbursement Amount, with respect to the Trail Project, means the total dollar amount equal to the sum of the Park Fee Credit and the City Contribution, if any. Park Development Fee Reimbursement has the meaning ascribed to that term in Section 4(b)(1). Park Fee means the fee owed by Developer at recordation of the final plat of the Property. The Park Fee shall be set at S650.000, based upon a fee of $2,000 per unit with Developer planning to construct 325 units on the Property. Park Fee Credit shall be the credit received by Developer from the City for the hill amount of the Park Fee, in consideration for the constriction of the Trail Project (hereinafter defined). The payment of the Park Fee shall be deemed satisfied when the Trail Project is complete, Project Budget shall be the total cost of the items listed in the cost breakdown attached hereto as Exhibit C — Cost Estimate. City inspection fees shall not be included in the Project Budget. Trail Improvements means design, surveying, testing, corridor preparation, paving excavation, constriction of concrete paving, signage, markings, lighting and any other improvements necessary for a complete trail system for the Trail Project in substantial accordance with Exhibit B. attached hereto and in substantial accordance with the constriction plan(s) approved by the City. Trail Project means the design and construction of a concrete trail, starting south of FM 455 to north of the north end of existing Persirnmon Drive in the Oak Hollow neighborhood, in substantial accordance with Exhibit B. attached hereto, and in substantial accordance with construction plan(s) approved by the City. SECTION 3 GENERAL PROVISIONS (a) Documentation of Actual Amount Paid. Once Developer fully completes the Trail Project, Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing Developer's Design and Construction Cost. The City Manager shall review the documentation provided and shall approve or deny Developer's Design and Construction Cost within fifteen (15) business days of receipt thereof (which approvals shall not be unreasonably withheld). If the City Manager takes no action within such fifteen (15) day period, the documentation and Developer's Design and Construction Cost shall be deemed approved. Upon approval (or deemed approval) of Developer's Design and Construction Cost, tine City shall issue a written acceptance letter to Developer, which shall signify final acceptance by the City of the Trail Project (referred to as the "City Acceptance Park Development Fee Reimbursement Acyreement- Page 2 Date"), and the City shall remit payment for the Final Park Development Fee Reimbursement Amount within fifteen (1 5) days of such approval (or deemed approval). (b) Approval of Plats/Plans. Approval by the City. the City's engineer or other City employee or representative of any plans, designs or specifications submitted by Developer pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer, its engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer's engineer, its officers. agents, servants or employees, it being the intent of the Parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed and that the design plans and specifications meet the requirements of the City Regulations. (c) Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when the Trail Project is under constriction: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability ("CGL") insurance including personal injury liability, premises operations liability. and contractual liability, covering, subject to policy conditions, exclusions and limits of liability, the liability assumed under the indemnification provisions of this Agreement, with limits of liability for bodily itljuty, death and property damage of not less than S1,000,000.00. Such insurance shall also cover claims which arise out of the Trail Project construction contracts, whether by Developer, a contractor, subcontractor, engineer, materialman, or other-Nvise. The CGL coverage must be on a "per occurrence" basis and include the City as an additional insured. All such insurance shall: (i) be issued by a carrier which is rated "A-V or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas. The contractor's workers compensation and CGL insurance must contain a waiver of subrogation endorsement in favor of the City. Before the start of the Trail Project construction, Developer shall require its contractor to provide to the City certificates of insurance evidencing such insurance coverage together with the applicable CGL endorsement naming the City as an additional insured. The CGL policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. (d) Prepayment by the City_. The City shall pay Developer $330.000 upon execution of this Agreement as part of the City's Contribution for construction of the Trail Project. (e) Construction Progress. Developer shall submit monthly applications for payment during the construction period. When the City's prepayment has been expended, the City will pay Developer monthly until such time that the Trail Project is complete. (f) Occupancy of the Property. Developer shall not obtain a certificate of occupancy or a temporary certificate of occupancy for the last building in the Property until the completion of the Trail Project. (g) Indemnification and Hold Harmless. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND Park Developmeut Fee Reimbursement Agreement- Page 3 DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING, WITHOUT LEMITATION, DEATH, TO ANY AND ALL PERSONS, OF R'HATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND RELATED EXPENSES, EXPERT WITNESS FEES AND RELATED EXPENSES AND OTHER CONSULTANT FEES AND RELATED EXPENSES) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT ACTS OR OMISSIONS OF DEVELOPER, ITS AGENTS, SERVANTS, CONTRACTORS, SLTBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN OF THE TRAIL PROJECT, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT FOR ONE YEAR. IF THE TRAIL PROJECT IS CONSTRUCTED BY DEVELOPER, AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DESIGN OF THE TRAIL PROJECT BY DEVELOPER AND THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS. METHODS, TECHNIQUES. SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETNN'EEN THE CITY AND DEVELOPER. DEVELOPER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY AGAINST ANY AND ALL CLAINIS OR SUITS, BY ANY PERSON CLAMING AN INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (I)ARISE IN ANY WAY FRO_NI THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; OR (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH DEVELOPER'S OBLIGATIONS UNDER THIS AGREEMENT. NOTWITHSTANDING THIS PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT. DEVELOPER SHALL NOT BE OBLIGATED TO INDEMNIFY. DEFEND, OR HOLD THE CITY HARMLESS FOR THE C'ITY'S OWN NEGLIGENCE. GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS INDEMNIFICATION AND HOLD HARTNILESS PROVISION SHALL ONLY APPLY TO DEVELOPER IF DEVELOPER CONSTRUCTS THE TRAIL PROJECT. SECTION 4 TRAIL PROJECT (a) Developer Obligations. (1) As a condition to receipt of the Park Development fee reimbursement set forth herein. Developer agrees to design and construct the Trail Improvements. Developer agrees to continence design within 60 days of execution of this agreement and to commence construction within 180 days of execution of this agreement. (2) Should the Developer's Contractor submit any Change Orders to the Developer for which the City Contribution will be required to fund. Developer shall submit the change order to the City Engineer for approval. The City Engineer shall review the documentation Park Development Fee Reimbursement agreement- Page 4 provided and shall approve or deny the Change Order within five (5) business days of receipt thereof (which approvals shall not be unreasonably withheld). If the City Engineer takes no action within such five (5) day period, the documentation and City Contribution shall be deemed approved. (b) City Obligations (1) In accordance with City Regulations and state law, the City shall provide the Park Development Fee Reimbursement to Developer in an amount equal to the Final Park Development Fee Reimbursement Amount. (2) City finds that the Developer's completion of the Trail Project will fully satisfy the Hike and Bike Trail Easement requirement listed on Page 4 of the Development Agreement approved by the City Council of the City of Anna, Texas in Resolution 2022-05-1177. (3) Notwithstanding Section 4(b)(1) above.. the Reimbursement authorized by this Agreement shall expire on December 31 in the tenth year after the City Approval Date. SECTION 5 EFFECTIVE DATE The "Effective Date" of this Agreement is the date that the last of the Parties' signatures to this Agreement is fully and properly affixed to this Agreement and acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until all Parties have duly executed this Agreement. SECTION 6 TERMINATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement. SECTION 7 SUCCESSORS AND ASSIGNS (a) All obligations and covenants under this Agreement shall bind Developer and its successors and assigns. (b) Except for fiihire owners of all or a portion of the Property, this Agreement shall not be assignable by Developer without the prior written consent of the City. SECTION 8 MISCELLANEOUS PROVISIONS (a) Authority to execute contract. The undersigned officers and/or agents of the Parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the Parties hereto, and each Party hereby certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. (b) Notice. All notices, demands or other conuuunications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt Park Development Fee Reimbursement Agreement- Page 5 or three (3) days after the same are given by hand delivery or deposited in the United States maiL certified or registered, postage prepaid. return receipt requested, addressed to the Parties at the addresses set forth below or at such other addresses as such Parties may designate by written notice to the other Parties in accordance with this notice provision. If to the City: City of Anna Attn: City Manager 120W71hSt Anna, TX 75409 If to Developer: Jefferson Villages of Waters Creek, LLC Attn: Aaron Douthit 600 E. Las Colinas Blvd, Suite 1800 Irving, TX 75039 (c) Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of all Parties expressly amending the terms of this Agreement. (d) Applicable Late and Venue. This Agreement sliall be performable and all compensation payable in Collin County, Texas. Venue and exclusive jurisdiction under this Agreement lies in a court of competent jurisdiction in Collin County, Texas. (e) Severability. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force and effect and the unlawful provision shall be replaced with a provision as similar in terms and effect to such unlawful provision as may be valid, legal and enforceable. (fl Representation. Each signatory representing this Agreement has been read by the parry for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. (g) Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. (h) Waiver. Waiver by any Party or any breach of this Agreement, or the failure of any Party to enforce any of the provisions of thus Agreement, at any time shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance of the Agreement. (i) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. Park Development Fee Reimbursement agreement- Page 6 (j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (k) Counterparts. This Agreement may be executed in a number of identical counterparts. each of �,vliich shall be deemed an original for all purposes. (1) No Waiver of Development Ordinances. No waiver of any provision of this Agreement will be deemed to constitute a waiver of any other provision or any other agreement among the Parties. No waiver of any provision of this Agreement will be deemed to constitute a continuing waiver unless expressly provided for by written amendment to this Agreement; nor will the waiver of any default under- this Agreement be deemed a waiver of any subsequent defaults of the same type. frothing herein shall waive any obligations of Developer under applicable City Regulations. [SIGNATURE PAGES FOLLOW. REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Park Development Fee Reimbursement agreement- Page 7 JEFFERSON VILLAGES OF WATERS CREEK, LLC a Delaware litnitedjiability company By: Name: Title: IN WITNESS WHEREOF: STATE OF 'TEXAS § COUNTY OF § Before me 1e Under notary public, on the day of Yho". 2025, personally appeared � iJ�► _ known to me to be the person whose name is subscribed LA. -- to the fc�re,.to'�� inst 1 n ant, and acknowledged to me that he executed the same in his capacity as e erson Villages of Waters Creek, a Delaware limited liability company, on behalf of sa' limited liability company. KARiSSA NOELLE HARDING •' My Notary ID # 11406338 Notary Public. State of Texas Expires February 7, 2026 (SEAL) Part: Development Fee Reirnbursenienl Agreement — Signature Wage CITY OF A Henderson, City Manager IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notaiy public, on the '� 5 day of r , 2025, personally appeared Rear% "o,j%&j,�on known to me (or proved to me) to be the person whose naive is subscribed to the foregoing instrument, and acknowledged to me that lie executed the same in his capacity as Interim City Manager of the City of Anna, Texas. Z�" e— / """V''' GRACE KARINA M. DEROSA otai-y Public, tate of exas �� A Notary Public, State of Texas Comm. Expires 12-16-2028 ,,°;,,r` Notary ID 135204375 Park Development Fee Reimbursement agreement — Signature Page ATTACHMENTS Exhibit A - The Property (Preliminary Plat) Exhibit B - Trail Project Exhibit C — Cost Estimate (including design and construction) Park Development Fee Reimbursement Agreement — Signature Page EXHIBIT A The Property �yyy1� Ms�s Park Development Fee Reimbursement Agreement — Exhibit A Park Development Fee Reimbursement Agreement - Exhibit A | § §§ § �| � | § §§ § �| � �| � EXHIBIT B The Trail Project Park Development Fee Reimbursement Agreement — Exhibit B u L 9 `ii ,7i� II ®i +� iu BIC Park, Development Fee Reimbursement Agreement — Exhibit B L, EXHIBIT C Breakdown of Costs Site Clearing & Earthwork 79,575 SWPP 33,000 Utilities 461,000 Concrete 347,700 Signage 10,000 Bridge 90,000 Maint. Bond 9,500 GCs 50,500 10% Contingency 108,128 Total Cost of Construction 1,251,846 Design Costs 55,000 Grand Total 1,306,846 Park Development Fee Reimbursement Agreement — Exhibit C