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HomeMy WebLinkAboutRes 2025-05-1775 Approving an Incentive Agreement with Seitz Group, Inc.RESOLUTION NO. Z oz 5 - 05 - 1 T75 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING AN INCENTIVE AGREEMENT WITH SEITZ GROUP, INC. WHEREAS, Seitz Group, Inc. (the "Developer") is in the process of developing property for commercial and retail use (the "Project") at the northeast corner of the intersection of Highway 75 and Rosamond 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 tinder 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 ANNA, 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 Protect 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 13th day of May 2025. ATTEST: Carrie L. Land, City Secretary Page 1 1 I'UTTRIM IC[a Diem No W.'[wiDIDIUMM This ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT (this "Agreement") is made and entered into as ofAAh 13 , 2025, by and between the City of Anna, Texas (the "City") and Seitz Group, Inc. ("Developer") (each a "Party" and collectively the "Parties"). WHEREAS, that certain real property consisting of approximately 63 acres of land located at or near the northeast corner of the intersection of Highway 75 and Rosamond Parkway, in the City of Anna, County of Collin, State of Texas, as generally depicted as in Exhibit A-1 attached hereto and described in Exhibit A-2 each incorporated herein by reference (the "Property"), is in the process of being acquired in order to be developed and used by Developer for a new movie theater, fitness center anchor, a sporting goods anchor, a gas station, and other strip center retail uses (the "Development"); and WHEREAS, the Development will require installation of certain public roadway improvements and associated infrastructure necessary to serve the Property as more particularly described and depicted on Exhibit B, and the estimated budgeted costs of which are shown on Exhibit C (the "Roadway Public Infrastructure"); and WHEREAS, Developer has requested certain economic development incentives for development of the Property to defray a portion of the costs of the Development and the Roadway Public Infrastructure; and WHEREAS, Chapter 380 of the Texas Local Government Code provides that Texas municipalities may create programs to promote local economic development; and WHEREAS, the City has concluded and hereby finds that the Development, the Roadway Public Infrastructure, and this Agreement clearly promote economic development in the City and, as such, meets the requisites under Chapter 380 of the Texas Local Government Code, as amended, and further, is in the best interests of the City and Developer; and WHEREAS, the City has determined that making economic development grants to Developer in accordance with this Agreement will further the objectives of the City, will benefit the City and the City's inhabitants, will promote local economic development, will stimulate commercial and business activity, and will generate additional sales tax and will enhance the property tax base and economic vitality of the City; and WHEREAS, the City has adopted programs for promoting economic development, and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs. NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Developer covenant and agree as follows: ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE I 708595282v6 Section 1. Definitions. For purposes of this Agreement, each of the following terms shall have the meanings set forth below unless the context clearly indicates otherwise: "Anchor- Tenants " means end users of the parcels shown as "Anchor Tenants" on Exhibit A. "Anchor Buildings" means any building constructed on of the parcels shown for the Anchor Tenants on Exhibit A. "Bankruptcy or Insolvency" shall mean the dissolution or termination of a Party's existence as a going business, insolvency, appointment of receiver for any part of such Party's property and such appointment is not terminated within one hundred twenty (120) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party and such proceeding is not dismissed within one hundred twenty (120) days after the filing thereof. "City Regulations " means the City's applicable development regulations in effect on the Effective Date, including without limitation City code provisions, ordinances, design standards (including, without limitation, pavement thickness); provided, however, nothing herein shall be construed as a waiver by the Developer or any owner of all or a portion of the Property of any rights or protections that may exist under Chapter 3000 of the Texas Government Code, as it exists or may be amended, with respect to any existing or future improvements on the Property. "Commencement Date " shall mean the date that the City has approved construction plans for the Roadway Public Infrastructure, the City has issued a notice to proceed with said construction, and Developer has or has caused actual construction of said improvements to begin. "Completion of Construction of Roadway Public Infrastructure " shall mean that the Roadway Public Infrastructure is sufficiently complete, and finally accepted by the City, said acceptance not to be unreasonably withheld. "Effective Date" shall mean the last date of execution hereof, provided, however that this Agreement shall not become effective until Developer has: (i) secured all rights, interests and/or benefits to the Liberty 75 Tax Incentives that apply to the Property such that no party other than Developer has any valid claim to receive or benefit from the Liberty 75 Tax Incentives that apply to the Property; and (ii) provided proof acceptable to the City that Developer has secured the exclusive rights, interests and/or benefits as described in subsection (i), above. "Expiration Date" shall mean the earlier of (a) the date on which Developer has been reimbursed for the costs of construction of the Roadway Public Infrastructure, and all the Impact Fee Credits in Section 2(a) have been issued or (b) the date that is ten years from the Effective Date of this Agreement. ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 2 "Force Majeure Event" shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental action or inaction (unless caused by the intentionally wrongful acts or omissions of the Party), fires, explosions or floods, strikes, slowdowns or work stoppages, and epidemic, pandemic or other widespread disease (and including delays due thereto continuing after such event has ended). "Impact Fees " shall mean the water, wastewater, and roadway impact fees assessed and charged against the Anchor Tenants and Multi -Tenant Shop Buildings in accordance with Chapter 395 of the Texas Local Government Code and as set forth in this Agreement. "Liberty 75 Tax Incentives " shall mean the City's Sales Tax Grant and the City's Property Tax Grant —to the extent they apply to the Property —as those grants are defined in Section 7.3 c of that certain Liberty Hills Development Agreement as recorded as Instrument No. 2024000059345 in the Official Public Records of Collin County, Texas. "Multi -Tenant Shop Buildings" means the areas shown as Lot 1, Lot 2, Lot 3, Lot 4, and Lot 5 on Exhibit A. "Party" shall mean any party to this Agreement. "Property " shall mean the real property described in Exhibit A. "Public Infrastructure, "generally, shall mean all water, wastewater/sewer, detention and drainage, roadway, park and trail, and other infrastructure serving the Property which is dedicated to the City. Such term includes the Roadway Public Infrastructure. "Real Property Records" means the official land recordings of the Collin County Clerk's Office. "Reimbursable Construction Costs " shall mean the costs of design and construction of the Roadway Public Infrastructure as further described in this Agreement but shall not include costs or expenses associated with right-of-way, land, or easement acquisition costs. "Roadway Public Infrastructure " shall mean two northbound lanes of Buddy Hayes extending from the intersection of Buddy Hayes Boulevard and Rosamond Parkway to the proposed driveway providing ingress/egress into the Property and associated public infrastructure, including but not limited to public utilities, drainage improvements, sidewalks, landscaping and associated irrigation, and streetlights to be installed in connection therewith, as further described and depicted in Exhibit B. Section 2. Incentives. (a) Impact Fee Credits. The City shall provide to the Developer, the Anchor Tenants, or any owner or developer of the Multi -Tenant Shop Buildings, as applicable, as consideration for the attraction of the Anchor Tenants and construction of the Anchor Buildings, Multi -Tenant ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 3 Shop Buildings, and the Roadway Public Infrastructure, a credit for Impact Fees to be assessed by the City related to the Anchor Tenants, the Anchor Buildings and Multi -Tenant Shop Buildings in an amount equal to the amount of Impact Fees that would otherwise be due for the Anchor Tenants and Multi -Tenant Shop Buildings, respectively (calculated in accordance with the City's Impact Fee Ordinance in effect at the time of application for a building permit for the Anchor Buildings or Multi -Tenant Shop Buildings, respectively). For each of the Anchor Tenants and Multi -Tenant Shop Buildings, the credit shall be applied at the time of application for a building pen -nit or such earlier time as is necessary to ensure that the credit shall be applied when the Impact Fees are due, without causing any delay to construction of vertical improvements of or related to the Anchor Building or any Anchor Tenant or Multi -Tenant Shop Buildings. (b) Reimbursable Construction Costs. In exchange for Developer timely and completely satisfying its obligations to construct the Roadway Public Infrastructure under this Agreement, the City shall provide reimbursement to Developer for the Reimbursable Construction Costs of the Roadway Public Infrastructure in a total amount not to exceed $1,527,924.00 (the "Maximum Reimbursement Amount"), which Maximum Reimbursement Amount is in addition to the Impact Fee Credits provided for in Section 2(a) above; provided, however, that if the actual cost to construct and/or effectuate the Roadway Public Infrastructure is less than the Maximum Reimbursement Amount, Developer shall only receive the actual costs of the Roadway Public Infrastructure. In no event shall the City be required to provide reimbursements in an amount greater than the Maximum Reimbursement Amount even if the actual cost of the Roadway Public Infrastructure exceeds the Maximum Reimbursement Amount. At the Completion of Constriction of the Roadway Public Infrastructure, Developer shall provide any and all documentation satisfactory to the City Manager or City Engineer, in the City Manager's or City Engineers' discretion, evidencing the actual costs of the Reimbursable Constriction Costs of the Roadway Public Infrastructure. (c) Review of Construction and Engineering Plans. The City will use reasonable efforts to expedite review of civil engineering plans for the Project, vertical construction of or relating to any of the Anchor Buildings and the Multi -Tenant Shop Buildings, and the Roadway Public Infrastructure, with the understanding and acknowledgement that the City's review process may include comments that need to be addressed by Developer or the owner of any parcels relating to the Anchor Tenants and the Multi -Tenant Shop Buildings. The City shall not unreasonably delay or withhold approval of plans that conform with applicable City Regulations. (d) Improvements Requiring Approval of Texas Department of Transportation ("TxDOT"). The Parties understand and acknowledge that the City cannot control the determinations or decisions made by TxDOT. The City will reasonably cooperate with TxDOT to attempt to facilitate any necessary approvals from TxDOT for the TxDOT roadway improvements being constructed on the west side of the site (which TxDOT improvements will be constructed at Developer's cost). Section 3. Obligations. The obligation of the City to provide the Incentives described in Section 2 shall be conditioned upon the compliance and satisfaction of each of the terms and conditions of this Agreement by Developer including without limitation each of the terms and conditions set forth below: ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 4 (a) Required Construction of Roadway Public Infrastructure. Developer shall construct the Roadway Public Infrastructure and shall timely complete such Roadway Public Infrastructure in a good and workmanlike manner to allow for access to the Development, including the property relating to the Anchor Buildings and Multi -Tenant Shop Buildings. The Commencement Date shall occur on or before November 1, 2025. The Completion of Construction of Roadway Public Infrastructure shall occur on or before June 30, 2026 (the "Roadway Public Infrastructure Deadline"). Notwithstanding the foregoing, Developer may: (i) extend the Roadway Public Infrastructure Deadline for a six-month period by delivering a written notice of extension to the City on or before the Roadway Public Infrastructure Deadline, and upon the delivery of such notice, the Roadway Public Infrastructure Deadline shall be extended to December 30, 2026; and (ii) extend the Roadway Public Infrastructure Deadline for a second six-month period by delivering a written notice of such second extension to the City on or before the expiration of the first six- month extension period, and upon the delivery of such notice, the Roadway Public Infrastructure Deadline shall be extended to June 30, 2027 (the "Outside Roadway Public Infrastructure Deadline"). Such extensions requested by the Developer as described in this Section 3(a) shall be automatic upon delivery of notice and shall not require separate approval of the City. Notwithstanding the foregoing or any other provision of this Agreement, the Roadway Public Infrastructure Deadline shall not be extended beyond the Outside Roadway Public Infrastructure Deadline set forth in this paragraph unless this Agreement is amended to expressly provide for an additional extension by the mutual written agreement of the Parties. (b) Ownership and Operations. During the term of this Agreement, Developer may sell all or a portion of the Property; provided, however, Developer shall remain liable for all obligations hereunder other than any obligations properly assigned pursuant to Section 27. For clarity, the City acknowledges that the Developer may transfer all or a portion of the Property for development of vertical improvements relating to the Anchor Buildings and Multi -Tenant Shop Buildings, and the City shall provide the Impact Fee Credits under Section 2(a) to the owners of the property relating to the Anchor Buildings and Multi -Tenant Shop Buildings at the time such impact fees would otherwise be due. Notwithstanding the foregoing or any other provision of this Agreement, no Anchor Building or Multi -Tenant Shop Building shall be owned or operated by a tenant for any purpose other than for -profit business use that is subject to payment of property tax and sales tax and this mandatory limitation shall survive for a period of twenty years from the Effective Date. (c) Waiver of Liberty 75 Tax Incentives: Indemnification. As a condition to the City granting the impact -fee credits and reimbursements described in Section 2(a) and 2(b) of this Agreement and fulfilling any other obligation under this Agreement, Developer agrees to waive and release any rights, interests and/or benefits that Developer may have now or may have at any time in the future to the Liberty 75 Tax Incentives such that the City will receive 100% of all sales tax revenue from the Property and 100% of all property tax revenue from the Property. Section 23to of the Liberty Hills Development Agreement recorded as Instrument No. 2024000059345 in the Real Property Records —to the extent applicable to the Property —shall expire on the Effective Date since Developer and the City have mutually agreed that no amount shall be paid to Developer or any third party under said Section 7.3(c). To the greatest extent allowed by law, Developer agrees to fully indemnify and hold harmless the City from any claims by any third ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 5 parties to all or any of portions of the Liberty 75 Tax Incentives or any other benefits under said Section 7.3(c) that would apply to the Property in the absence of Developer's waiver and release of such rights, interests and/or benefits. Section 4. Additional Agreements. (a) Construction of Roadway Public Infrastructure and Other Public Infrastructure. Developer hereby represents and warrants that all construction and inspection activities and improvements in connection with or relating to the Project shall (i) be conducted in a good, safe, and workmanlike manner; and (ii) materially comply with the City Regulations. Unless otherwise provided herein, Developer further agrees and acknowledges that the City shall have no responsibility to perform, monitor, supervise, manage, inspect, or control the construction of the Project or related improvements. However, the City shall have the right, but not the duty, to inspect the progress of Developer's construction of the Project and related improvements. Moreover, Developer hereby represents and warrants that it shall timely and fully pay all applicable fees, including, but not limited to, impact fees (except to the extent such impact fees are credited as provided herein), permit fees, and inspection fees, which fees shall be paid by Developer in accordance with City Regulations and other development requirements including, without limitation, those imposed by the City and any other governing body or entity with jurisdiction over the Property or Project. At no time shall the City have any control over or charge/supervision of Developer's design, construction, installation or other work related to the Project or other infrastructure, nor the means, methods, techniques, sequences, or procedures utilized for said design, construction, installation or other work. (b) Ownershin. All Public Infrastructure required for the development of the Property shall be owned by the City upon acceptance of said improvements by the City. Developer agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of land, right of way, or easements for said Public Infrastructure to the City and the public. (c) Infrastructure. Except as otherwise expressly provided for in this Agreement, Developer shall provide all infrastructure necessary to serve the Property, including, without limitation, streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City, except as expressly provided in this Agreement, and in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Developer shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations, unless otherwise approved herein. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's engineer or his or her agent prior to approval of a final plat. No final plat may be recorded in the Real Property Records of Collin County until construction of all Public Infrastructure shown thereon have been constructed, and thereafter inspected, approved and accepted by the City. Notwithstanding anything contained in this Agreement or in the City Regulations, the Developer, subsequent owner, or anchor tenant may apply for a building permit prior to the completion and acceptance of Public Infrastructure or the filing of a final plat, and the City shall not withhold approval of such building ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 6 permit pending completion of the Public Infrastructure or a final plat. Notwithstanding the foregoing, the City shall not be required to provide a certificate of occupancy until the Roadway Public Infrastructure is accepted. (d) Inspections. The City shall have the right to inspect, at any time, the construction of the Public Infrastructure. The City's inspections and/or approvals shall not release Developer from its responsibility to construct, or cause the construction of, adequate Public Infrastructure in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Acceptance by the City shall not be unreasonably withheld. (e) Approval of Plats/Plans. The design of any Public Infrastructure shall be approved by the City in advance of the construction of the same. 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 or Developer's engineer, or engineer's 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. (f) Performance Bond, Payment Bond, Maintenance Bond, and Other Security. For each construction contract for any part of the Public Infrastructure, generally, Developer or Developer's contractor must execute a performance bond in favor of the City and a payment bond for the construction and work covered by those contracts, which bonds shall be (i) in accordance with Texas Government Code, Chapter 2253; (ii) any and all applicable City Regulations; and (iii) approved by the City. For each construction contract for any part of the Public Infrastructure, Developer or Developer's contractor further must execute a maintenance bond in accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Public Infrastructure, arising from defective workmanship or materials used therein, for a full period of not less than two (2) years from the date of final acceptance of the Public Infrastructure constructed under such contract. (g) Eminent Domain. The Developer agrees to use commercially reasonable efforts to obtain all third -party rights -of -way, consents, or easements, if any, required for the Public Infrastructure. If, however, the Developer is unable to obtain such third -party rights -of -way, consents, or easements within ninety (90) days of sending an initial offer to the owner of such property to purchase the needed easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. The City shall request and order any appraisal required in connection with the Developer's (if requested by the Developer) or the City's acquisition of such third -party rights -of -way, consents, or easements as described in the preceding two sentences, and the Developer shall pay the costs of such appraisal. The Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 7 Fees") actually incurred by the City in the exercise of its eminent domain powers and shall escrow with a muhially agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiation of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Infrastructure can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, the Developer shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to the Developer within thirty (30) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this section is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. Section 5. Termination Provisions. (a) Termination. This Agreement terminates on the Expiration Date, and may, prior to the Expiration Date, be terminated upon any one or more of the following: (1) by mutual written agreement of the Parties; (2) by a Party, if another Party defaults or breaches any of the terms or conditions of this Agreement, and such default or breach is not cured within ninety (90) days, after written notice thereof, provided, it shall not constitute a breach or default if corrective action is instituted by or on behalf of such Party within the ninety (90) day period and diligently pursued until the breach or default is corrected; provided, further that a Party will not be deemed to be in breach, default or otherwise in violation of any term of this Agreement (other than the obligation to make a payment) to the extent such Party's action, inaction or omission is the result of a Force Majeure Event as defined herein; (3) by the City if any taxes or assessments owed to the City or the State of Texas by Developer with respect to the Property shall have become delinquent (provided, however, Developer retains the right to timely and properly protest and contest any such taxes or assessments); or. (4) by the City if Developer suffers a Bankruptcy or Insolvency. (b) Effect of Termination. Except to the extent provided herein, upon termination of this Agreement, the Parties shall have no further liabilities or obligations under this Agreement. Section 6. Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties. Section 7. Limitation on Liability. It is understood and agreed between the Parties that Developer in satisfying the conditions of this Agreement has acted independently, and the ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 8 City assumes no responsibilities or liabilities to third parties in connection with Developer's actions. Nothing in this Agreement waives any immunities and/or limitations on damages otherwise available to a Party as relates to any claims or proceeding brought or pursued by any third party. Section 8. No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. Section 9. Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. Section 10. Construction of Agreement: Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Collin County, Texas. Venue for any action arising under this Agreement shall lie in Collin County, Texas. Section 11. Notices, Any notices required or permitted to be given hereunder shall be given by hand delivery with proof of delivery or certified or registered mail, return receipt requested, to the addresses set forth below. Any notice sent by certified or registered mail shall be deemed delivered three days after deposit with USPS with proper postage paid. If to the City: City of Anna Attn: City Manager 120 W. 7th Street Anna, Texas 75409 With a Copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Ste. 300 Frisco, Texas 75034 If to Developer: Seitz Group, Inc. Attn: Eric Seitz 1110 Cowan Rd. Celina, TX 75009 With a copy to: Greenberg Traurig, LLP Attn: Drew Slone 2200 Ross Avenue, Suite 5200 Dallas, Texas 75201 Section 12. Attorneys Fees to Prevailing Party. In the event any Party initiates or defends any legal action or proceeding against another Party to enforce or interpret any of the terms of this Agreement, the prevailing Party in any such action or proceeding shall be entitled ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 9 to recover its reasonable costs and attorney's fees (including its reasonable costs and attorney's fees on any appeal). Section 13. Entire Binding Effect of Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes all prior agreements, oral or written, with respect to the subject matter hereof. Section 14. Insurance; INDEMNIFICATION and HOLD HARMLESS. (a) Developer shall obtain and maintain, and shall require all contractors and subcontractors to obtain and maintain: (i) workers compensation insurance in the amount required by law; and (ii) Commercial General Liability Insurance including broad form property damage liability coverage, personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under the indemnification provisions of this Agreement, with limits of liability for bodily injury, death and proper damage of not less than $1,000,000.00 for each occurrence of bodily or property damage or personal injury and a $2,000,000.00 umbrella insurance policy. Upon request of the City, Developer shall provide to the City written evidence that such insurance is being maintained in full force and effect during the construction of the Roadway Public Infrastructure Deadline and any other Public Infrastructure. Coverage described in subsection (ii), above, must be on a "per occurrence" basis. All such insurance shall: (A) be issued by a carrier which is rated "A- I" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (B) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Infrastructure construction contracts, Developer shall provide the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. (b) DEVELOPER AND ITS SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, ATTORNEYS, REPRESENTATIVES, SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES AND RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF DEVELOPER OR OWNERS, INCLUDING THE NEGLIGENCE OF THEIR 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 AGREEMENT (TOGETHER, "CLAIMS"); AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 10 INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. DEVELOPER AND OWNERS SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF DEVELOPER AND/OR OWNERS AND THE CITY, DEVELOPER'S AND/OR OWNERS' INDEMNITY OBLIGATION(S) WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S AND/OR OWNERS' OWN PERCENTAGE OF RESPONSIBILITY. DEVELOPER AND OWNERS, INCLUDING THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST 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) THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY_ Section 15. Invalidation. Invalidation of any one of the provisions of this Agreement by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect. The stricken provision will then be deemed replaced with one that is valid and enforceable and that comes closest to expressing the Parties' original intent. Section 16. Facsimile. A telecopied or electronic facsimile of a duly executed counterpart of this Agreement shall be sufficient to evidence the binding agreement of each party to the terms herein. Section 17. Severability. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, this Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. Section 18. Authority to Execute Agreement, This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto. The City warrants and represents that (1) it has all requisite power and authority under the Constitution and laws of the State of Texas to enter into and perform its obligations under this Agreement, and (2) the individual executing this Agreement on behalf of the City has full authority to execute this Agreement and bind the City to the same. Developer warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Developer to same. Section 19. Employment of Undocumented Workers. During the tern of this Agreement, Developer agrees not to knowingly employ any undocumented workers and if ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE I I convicted of a violation under 8 U.S.C. Section 1324a (f), Developer shall repay the amount of any Reimbursement Payment or other funds received by Developer from City from the date of this Agreement to the date of such violation within 120 days after the date Developer is notified by City of such violation, plus interest at the rate of 4% compounded annually from the date of violation until paid. Developer is not liable for a violation of this section by a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer contracts. Section 20. Statutory Verifications. Developer makes the following representations and covenants pursuant to Chapters 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" means an entity that controls, is controlled by, or is under common control with Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. a. Not a Sanctioned Company. Developer represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 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 United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. b. No Boycott of Israel. Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. C. No Discrimination Against Firearm Entities. Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm 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 in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. d. No Boycott of Energy Companies. Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 12 Section 21. Form 1295. Developer represents that it has complied with Texas Government Code, Section 2252.908 and in connection therewith, Developer has completed a Texas Ethics Commission Form 1295 Certificate generated by the Texas Ethics Commission's electronic filing system in accordance with the rules promulgated by the Texas Ethics Commission. Developer further agrees to print the completed certificate and execute the completed certificate in such form as is required by Texas Government Code, Section 2252.908 and the rules of the Texas Ethics Commission and provide to the City at the time of delivery of an executed counterpart of this Agreement, a duly executed completed Form 1295 Certificate. The Parties agree that, except for the information identifying the Cirt and the contract identification number, the City is not responsible for the information contained in the Form 1295 completed by Developer. The information contained in the Form 1295 completed by Developer has been provided solely by Developer and the City has not verified such information. Section 22. Amendment. This Agreement may only be amended by a written agreement executed by the Parties. Section 23. Recitals. The recitals in this Agreement are true and correct, represent representations and warranties of the Parties, and are incorporated as part of this Agreement for all purposes. Section 24. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. Section 25. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Section 26. Survival of Covenants. Any covenants of the Parties that are to be performed after termination of this Agreement shall survive termination of this Agreement. Section 27. Assignment. This Agreement may not be assigned by Developer, in whole or in part, without the prior written consent of the City, which shall not be unreasonably withheld, delayed or conditioned; provided, however, Developer may assign this Agreement to any affiliate of Developer or to any buyer of all or a portion of the Property without the prior consent of the City. Any attempted assignment by Developer in violation of the terms and provisions of this section shall be void. In addition, for clarity, no assignment of this Agreement shall be required for the owner of the Anchor Tenants or Multi -Tenant Shop Buildings to receive the Impact Fee credits set forth in Section 2(a). [Signatures to follow] ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT PAGE 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. CITY OF ANNA, TEXAS By:--j 'Pete ain, Mayor IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the 4 day of 2025, appeared Pete Cain, known to me (or proved to me) to be the person whose nanYe is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Mayor of the City of Anna, Texas. L��r1� �• �G►'X.t�� Notary Public, State of Texas CARRIE L. LAND n _ Notary Public, State of Texas Comm. Expires 02-04-2027 Notary ID 11419404 [Signature Page to Economic Development Incentive Agreement] ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT St ITZ GROUP INC* a Texas corporation By:�,—&-Rr :Erie city. It res Vient p )l I STATI; OF -I COLATY 01; COLLIN lliis, instrument was acktiowledgcd before me on .2025 by Fric.Scitz in hi,, ca pacily as President of'Scitz Group. Inc.. a 'I*c.xa-; corporation. .kl Ile, 11 Notary of To.o-: rJoi at y I D 1 '31496 1344 Developer's Signaturc Pal,c to Economic Development Incenlive Agrecilicut] I - C(M II( IIFVI I I II - N'I I K CI [ N'l I VI - A ( i R 1: 1; N I I -- N I EXHIBIT A-1 SITE PLAN I a --- ---1-- �� � Lot 5 I' -- a Lot 4 1 ,11 Lot 3 1- Lot 2 I 0 0 Lot 1 . 0 -0 -- Anchor Tenants 0 -0 n _U--=1 _q;� FJ f u 0.0 f ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT EXHIBIT A-2 METES AND BOUNDS DESCRIPTION OF THE PROPERTY PHASE 1 AND 2 BEING a tract of land situated in the Henry Smith Survey, Abstract No. 822, City of Anna, Collin County, Texas, and being a portion of a called 74.451-acre tract, described in a General Warranty Deed to Liberty 75, LP, recorded in Instrument No. 2024000024415 of the Official Public Records of Collin County, Texas, and being more particularly described as follows: BEGINNING at a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for the westerly, southwest corner of said 74.451-acre tract, same being on the easterly right of way line of U. S. Highway 75, a variable width right of way, described as a called 9.306-acre tract of land in a deed to the State of Texas, recorded in Instrument No. 20170920001260330 of the Official Public Records of Collin County, Texas; THENCE North 01'01'05" West, along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 669.59 feet to a point for corner, from which, a found brass TXDOT right of way monument bears South 84°26'50" East, 0.85 feet; THENCE North 05°53'50" East, continuing along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 300.13 feet to a brass TXDOT right of way monument found for comer; THENCE North 06°23'16" East, continuing along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 700.16 feet to a brass TXDOT right of way monument found for corner; THENCE North 07°3656" East, continuing along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 2.29 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; THENCE North 89°26'28" East, departing the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, crossing said 74.451-acre tract, a distance of 248.53 feet to a 5/8- inch iron rod with a red plastic cap, stamped "KHA" set for corner; THENCE North 00°33'32" West, continuing across said 74.451-acre tract, a distance of 208.07 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; THENCE North 89026'28" East, continuing across said 74.451-acre tract, a distance of 681.27 feet to an "X" cut set in a concrete road for comer on the easterly line of said 74.451-acre tract, same being the westerly line of a 40' wide right of way dedication for Buddy Hays Boulevard, as depicted in DHI Anna, an addition to the City of Anna, according to the Final Plat, recorded in Volume 2024, Page 279 of the Plat Records of Collin County, Texas; THENCE South 00°33'32" East, along the easterly line of said 74.451-acre tract and the westerly line of said DHI Anna, a distance of 1,997.19 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for the southeast comer of said 74.451-acre tract; THENCE South 89°07'00" West, along the southerly line of said 74.451-acre tract, a distance of 749.15 feet to a 1/2-inch iron rod found for corner; ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT THENCE South 8998'13" West, continuing along the southerly line of said 74.451-acre tract, a distance of 60.06 feet to a 1/2-inch iron rod found for the southerly, southwest corner of said 74.451-acre tract, same being in the easterly right of way line of aforesaid U. S. Highway 75; THENCE North 00'34'15" West, along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 54.79 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; THENCE North 84°51'37" West, along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 184.48 feet to a brass TXDOT right of way monument found for corner; THENCE North 43°05'07" West, along the westerly line of said 74.451-acre tract and the easterly right of way line of said U. S. Highway 75, a distance of 74.58 feet to the POINT OF BEGINNING and containing 44.607 acres (1,943,060 square feet) of land, more or less. ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT EXHIBIT C BUDGETED COSTS Phase Description Public 01-00 General Conditions 27,817 00-70 (BY OWNER) Permit/Impact/Tap Fees 0 00-56 (BY OWNER) Materials Testing & Inspec 0 00-01 Traffic Control 20,000 31-00 Excavation/Stabilization 254,864 32-16 Pavement Markings 17,495 32-31 Fencing 0 32-32 Retaining Walls 0 32-90 Landscape/Irrigation 0 33-00 Site Utilities 129,267 32-12 Asphalt 17,700 03-00 Concrete 627,223 04-00 (ALLOWANCE) Masonry 0 05-00 (ALLOWANCE) Structural/Misc. Steel 0 07-90 Seal ants/Waterproofing 0 26-00 Electrical 43,103 00-01 (ALLOWANCE) Gas Line 0 00-02 Precast Concrete Screenwall 0 20.00% 3.50% 10.00% Sub Total RCC Contingency Insurances P & P Bond RCC Fee Design and Consulting Fees Total 1,137,469 227,494 9,085 0 40,129 113,747 1,527,924 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT