HomeMy WebLinkAboutRes 2020-07-751 Chapter 380 Agreements for Phase II Small Business AssistanceRESOLUTION NO. ( 0107 V ` 1/5/
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, ENTERING
INTO CHAPTER 380 AGREEMENTS FOR PHASE H OF THE SMALL BUSINESS
ASSISTANCE PROGRAM TO PROVIDE IMMEDIATE, SHORT-TERM FINANCIAL AID
TO QUALIFIED SMALL BUSINESSES IN THE CITY OF ANNA.
WHEREAS, the City of Anna, Texas is a municipality operating under ahome-rule charter (the
"City"); and
WHEREAS, in December 2019, a novel coronavirus, now designated SARS-Co V2 which causes
the disease COVID-19, was detected in Wuhan, China; and
WHEREAS, President Donald J. Trump declared a State of National Emergency for the United
States of America on March 13, 2020 in response to the spread of COVID-19; and
WHEREAS, on March 13, 2020, Texas Governor Greg Abbott declared a statewide public health
disaster; and
WHEREAS, on March 17, 2020, Mayor Nate Pike issued a declaration of local disaster for public
health emergency for the City and such declaration was extended by the City Council; and
WHEREAS, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") was passed by Congress and signed into law by President Trump; and
WHEREAS, on April 22, 2020, the US Treasury established the Coronavirus Relief Fund added by
Section 5001 of the CARES Act; and
WHEREAS, on May 11, 2020, the Collin County Commissioners court took the first steps to
distribute the CARES Act funds and adopted the `Collin Cares" recovery plan which provides
funding for cities' COVID-19 costs and business recovery efforts; and
WHEREAS, on June 9, 2020, the Anna City Council established a Small Business Assistance
Program and appropriated up to $191,162 in funds for the program; and
WHEREAS, the COVID-1
9 pandemic has caused closures of and limitations on local businesses;
and
WHEREAS, Chapter 380 of the Texas Local Government Code allows municipalities to establish
economic development programs for malting grants of public money to promote local economic
development and to stimulate business and commercial activity in the nu.micipality; and
WHEREAS, the City Council of the City recognizes the economic strain the COVID-19
pandemic is causing its local businesses, and desires to establish a stimulus program. from the
CARES Act funding from the Interlocal Cooperation Agreement with Collin County in order to
provide limited financial assistance to small businesses located within the city limits; and
WHEREAS, the City Council Ends that establishing this program pursuant to Chapter 380 of the
Texas Local Government Code and awarding grants to qualified small businesses will serve the
public health, safety and welfare of the City; and
WHEREAS, the guidelines and criteria for this program are set forth in the attached Exhibit A.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ANNA, TEXAS:
SECTION 1. That the guidelines and criteria set forth in Exhibit A, which is attached hereto
and incorporated herein, include program and application requirements and determine a
business's eligibility to receive financial assistance under the program. The City Manager may
change the guidelines and criteria or establish additional rules or requirements provided that any
such changes or additions comply with all applicable law.
SECTION 2. That the Anna Community Development Corporation is directed to administer the
small business assistance program and is authorized to recommend eligible businesses for City
Council consideration to make grants that comply with the program requirements, as set forth
herein, and is authorized to take any and all other actions it deems necessary to administer the
program consistent with the program requirements set forth herein.
SECTION 3. That the City shall enter into Chapter 380 Agreements with each business. Each
qualified business is eligible to receive a one-time grant up to $5,000 if funding is available;
provided, however, that all such businesses must enter into a Chapter 380 Agreement in the
form attached hereto as Exhibit B or as approved as to form by the City Attorney. The City
Manager has authority to enter into such Chapter 380 Agreements on behalf of the City.
SECTION 4. That the businesses to which the City anticipates providuig grants are listed in
Exhibit C.
SECTION 5. That this Resolution shall take effect immediately from and after its passage.
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, ON THIS THE 14TH DAY OF JULY 2020. /7 n
ATTEST:
Carrie Land, City Secretaiy
Nate Pike, Mayor
Exhibit A
City of Anna Phase II COVID-19 Recovery Grant
The City of Anna has designated funding to assist local small -businesses suffering from
financial impacts related to the COVID-19 pandemic. One time grants up to $5,000 will
be dispersed amongst qualified applicants in July.
Completed applications and a current Form W-9 are due to the contacts below via
e-mail by 5:00 PM on Tuesday, June 30, 2020.
Eligible businesses applying for grant funds must:
• Be a physical, publicly accessible, commercial location existing in the city limits of
the City of Anna*
• Have less than 20 employees
• Show proof of ownership of the business
• Be authorized to do business in Texas and listed as "in existence" with the
Secretary of State of Texas
• Be current with applicable property tax and applicable sales and use tax payments
• Must at all times be in compliance with all ordinances of the City of Anna unless
waived by the City or its designee in writing
• Sign a performance agreement with the City of Anna before funds can be remitted
(noncompliance with terms would require the recipient to repay funds)
• Provide proof of the use of grant funds upon request by September 30, 2020 or as
extended in writing by the CDC President for a period not to exceed 90 days
• Consent to any financial audit of the applicant and physical inspections of the
applicant's premises/operations by CDC designee(s)
• Include a completed Form W-9 form for the business with this application
*Home-based businesses or those located within residential districts are ineligible.
CONTACT: Joey Grisham, Director
214-831-5394
joeyLw
opportunityannatx.com
Taylor Lough, Manager
214-831-5321
taylor(aopportunityannatx.com
Page 120 of 385
Exhibit A
Phase II COVID-19 Recovery Grant Application
Business Name
Business Owner Name(s)
Physical Address of Business
Telephone Number(s)
E-mail Address(es)
Type of Business / sector. Please include
NAICS/SIC code, if applicable,
Is your business located within the city limits
YES
NO
of the City of Anna?
Is your business current with property and
YES
NO
sales and use tax payments to the City of
Anna?
Does the business have outstanding financial
YES
NO
obli ations to the City of Anna?
Is the business/applicant authorized to do
YES
NO
business and listed as an entity "in existence"
with the Secretary of the State of Texas?
Indicate how the City of Anna Phase II COVID-19
Recovery Grant funds will
be used, if grant
is approved. Uses may include rent/mortgage,
utilities, etc. Please explain
Has your business applied for other economic relief? Please list application,
status, and
amount received.
How has your business revenue changed since COVID-19 became a widespread concern in
early March 2020? Please provide an estimated percentage.
A current Form W-9 must also be included for your application to be considered complete.
Completed applications and a current Form W-9 are due to the contacts below via a -mail
by 5:00 PM on Tuesday, June 30, 2020.
CONTACT: Joey Grisham, Director
214-831-5394
joey(aVopportunitVannatx.com
Taylor LoughManager
,
214-831-5321
taylor opportunityannatx.com
Page 121 of 385
CHAPTER 380 AGREEMENT
This Chapter 380 Agreement ("Agreement") is entered into to be effective as of the
Effective Date (as defined in Article III below), by and between the City of Anna, a home -rule
municipality located in Collin County, Texas (hereinafter called "City"), and
(hereinafter called "Business"), otherwise known as the "Parties" to this Agreement.
1,7 xN fl II:\iF:
WHEREAS, the City of Anna, Texas is a municipality operating under ahome-rule charter (the
"City"); and
WHEREAS, in December 2019, a novel coronavirus, now designated SARS-Co V2 which causes
the disease COVID49, was detected in Wuhan, China; and
WHEREAS, President Donald J. Trump declared a State of National Emergency for the United
States of America on March 13, 2020 in response to the spread of COVID-19; and
WHEREAS, on March 13, 2020, Texas Governor Greg Abbott declared a statewide public health
disaster; and
WHEREAS, on March 17, 2020, Mayor Nate Pike issued a declaration of local disaster for public
health emergency for the City and such declaration was extended by the City Council; and
WHEREAS, on Marcln 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the
"CARES Act") was passed by Congress and signed into law by President Trump; and
WHEREAS, on April 22, 2020, the US Treasury established the Coronavirus Relief Fund added by
Section 5001 of the CARES Act; and
WHEREAS, on May 1 1, 2020, the Collin County Commissioners court tools the first steps to
distribute the CARES Act funds and adopted the `Collin Cares" recovery plan which provides
funding for cities' COVID-19 costs and business recovery efforts; and
WHEREAS, the COVTD-
l9 pandemic has caused closures of and limitations on local businesses;
and
WHEREAS, Chapter 380 of the Texas Local Government Code allows municipalities to establish
economic development programs for making grants of public money to promote local economic
development and to stimulate business and commercial activity in the municipality; and
WHEREAS, the COVID-l9 National Disaster has caused business enterprise in Anna, Texas, to
temporarily close and/or experience reductions in sales, workforce, capital development and/or
development; and
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Page 122 of 385
WHEREAS, the City Council of the City recognizes the economic strain the COVID49
pandemic is causing its local businesses, and desires to establish a stimulus program from the
CARES Act funding from the Interlocal Cooperation Agreement with Collin County in order
to provide limited financial assistance to small businesses located within the city limits; and
WHEREAS, the City Council finds that establishing this program pursuant to Chapter 380 of the
Texas Local Government Code and awarding grants to qualified small businesses will serve the
public health, safety and welfare of the City; and
WHEREAS, Business desires to retain its number of employees and payroll, as well as its capital
investment, to the numbers and amounts prior to the National Disaster declaration and COVID-19
pandemic crisis; and
WHEREAS, providing Business with the funds under this Agreement wil] contribute to the City
of Anna by helping retain jobs and increase employment back to the numbers prior to the COVID-
19 National Disaster, promoting and developing expanded business enterprises, increased
development, increased real property value and tax revenue for the City of Anna, and will have
both a direct and indirect positive overall improvement/stimulus in the local and state economy;
and
WHEREAS, the City desires to offer an incentive to Business to enable Business to retain and
increase its employees and payroll to the numbers prior to the COVID-19 National Disaster
declaration and to train its employees on how to conduct business during such a National Disaster
and pandemic pursuant to this Agreement; and
WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terns
and obligations of the Parties with respect to such matters; and
WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms and
provisions hereof are subject to the laws of the State of Texas and all rules, regulations and
interpretations of any agency or subdivision thereof at any time governing the subject matters
hereof; and
WHEREAS, the Parties agree that all conditions precedent for this Agreement to become a
binding agreement have occurred and been complied with, including all requirements pursuant to
the Texas Open Meetings Act and all public notices and hearings, if any, have been conducted in
accordance with Texas law; and
WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become
legally binding obligations of the Parties.
NOW, THEREFORE, in consideration of the mutual covenants, benefits and agreements
described and contained in this Agreement, and for other good and valuable consideration, the
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receipt and sufficiency of which are hereby acknowledged and further described herein, the Parties
agree as follows:
ARTICLE I
RECITALS
The recitals set forth above are declared true and correct by the Parties and are hereby
incorporated as part of this Agreement.
ARTICLE II
AUTHORITY AND TERM
1. Authority. The City's execution of this Agreement is authorized by Chapter 380 of
the Texas Local Government Code and constitutes a valid and binding obligation of the City. The
City acknowledges that Business is acting in reliance upon the City's performance of its obligations
tinder this Agreement in malting the decision to commit substantial resources to the establishment
of the "Project" in the above recitals.
I Term. This Agreement shall become enforceable upon the Effective Date,
hereinafter established, and shall continue until the Expiration Date, hereinafter established, unless
terminated sooner or extended by mutual agreement of the Parties in the manner provided for
herein.
3. Purpose. The purpose of this Agreement is to formalize the agreements between the
Business and the City for the granting of funds to cover certain costs associated with the Project
and specifically state the covenants, representations of the Parties, and the incentives associated
with Business's commitment to abide by all applicable law and to abide by the terms of this
Agreement, which has been approved by the City and the Business. It is expressly agreed that this
Agreement constitutes a single transaction. A failure to perform any obligation by the Business
may constitute a breach of the entire Agreement and terminate any further commitments (if any) by the City
unless an alternative penalty or remedy is provided for herein.
4. Administration of Agreement. Upon the Effective Date, the City delegates the
administration and oversight of this Agreement to the Anna Community Development Corporation
acting through the City's Economic Development Director. Any proposed amendments to this
Agreement shall require the approval of the City. .
ARTICLE III
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed below.
All undefined terms shall retain their usual and customary meaning as ascribed by common and
ordinary usage.
"Anniversary/Year" -Performance and incentive calculations based upon years and anniversaries
as used in this Agreement shall be calculated with the year• and date zero beginning on the date the
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last party signs this agreement and first anniversary is twelve (12) months from that date, and so
on with each year and anniversary from that date forward.
"Bankruptcy" 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 ninety (90) 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 ninety (90) days after the filing thereof.
"Default", unless otherwise specifically defined or limited by this Agreement, shall mean failure
by any Party to timely and substantially comply with any performance requirement, duty, or
covenant.
``Effective Date" shall be the date of the last signing by a party to the agreement.
"Expiration Date" shall mean the earlier of:
1. The first Anniversary of the Effective Date; or
2. The date of termination, provided for under Article VI of this Agreement.
"Force Majeure" 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 (unless caused by the intentionally
wrongful acts or omissions of a party), fires, explosions or floods, strikes, slowdowns or work
stoppages.
"Incentive Grant" means that money provided to the Business as an incentive for the creation and
retention of workers and labor force in Anna, Texas.
"Project" shall mean the Business's promise and agreement herein to use the COVID-19 relief
funds awarded by the City to contribute to the City of Anna by helping retain jobs and increase
employment back to the numbers prior to the COVID-19 National Disaster, as well as to train its
employees on how to conduct business safely and in accordance with Center for Disease Control
standards during this and any fixture similar National Disaster declaration.
ARTICLE IV
CITY OBLIGATION
1. COVID-19 Relief Award.
City shall pay aone-time payment of up to $5,000 ("Incentive Grant") to Business as its
COVID-19 relief funds in accordance with the Project, which shall be made available via
direct deposit or mailed by check by the City.
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2. Incentive Grant.
The Incentive Grant is being awarded to Business for it to expand to the size, enterprise
and/or revenue levels experienced by the Business prior to the National Disaster
declaration and COVID-19 pandemic crisis that caused economic and business retraction.
Business is obligated to retain jobs or increase its employment or payroll back or business
enterprise back to the numbers prior to the COVID49 National Disaster, as well as to
train its employees on how to conduct business safely and in accordance with Center for
Disease Control standards during this and any future similar National Disaster
declaration.
Business further agrees to provide City with the following information (if applicable to
the Business) on or before the Expiration Date:
(a) 2020 ad valorem tax receipt showing Business's personal property taxes paid
for 2020 (should be available February 2021 at latest);
(b) February 2021 Texas Comptroller of Public Accounts sales tax receipt; and,
(c) Texas Workforce Commission's Unemployment Tax Services Employer's
Quarterly Report filed January 2021 (or comparable TWC statement or receipt
showing payroll numbers for January 2021).
3. Confidentiality. The City agrees to the extent allowed by law to keep all tax information and
documentation received, pursuant to this Agreement hereof, confidential. In the event a request
is made for such information, City will not disclose the is unless required to do so by
the Attorney General of Texas or other authority having valid jurisdiction.
4. Current Revenue. The funds distributed hereunder shall be paid solely from lawfully available
funds of the City. Under no circumstances shall the obligations hereunder be deemed to create
any debt within the meaning of any constitutional or statutory provision. None of the
obligations under this Agreement shall be pledged or otherwise encumbered in favor of any
commercial lender and/or similar financial institution.
ARTICLE V
COVENANTS AND DUTIES
1. Business's Covenants and Duties. Business makes the following covenants and warranties to
the City and agrees to timely and fully perform the obligations and duties contained in Article
IV of this Agreement. Any false or substantially misleading statements contained herein or
failure to timely and frilly perform those obligations and duties within this Agreement shall be
an act of Default by the Business.
(a) Business is authorized to do business and is in good standing in the State of Texas and
shall remain in good standing in the State of Texas and the United States of America
during any term of this Agreement.
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(U) The execution of this Agreement has been duly authorized by Business's authorized
agent, and the individual signing this Agreement is empowered to execute such
Agreement and bind the entity. Said authorization, signing, and binding effect is not in
contravention of any law, rule, regulation, or of the provisions of Business's by-laws, or
of any agreement or instrument to which Business is a party to or by which it may be
bound.
(c) Business is not a party to any Bankruptcy proceedings currently pending or contemplated,
and Business has not been informed of any potential involuntary Bankruptcy proceedings.
(d) To its current, actual knowledge, and subject to the Certificate of Occupancy (or other
approvals and permits necessary for the operations of the Business), Business has
acquired and maintained all necessary rights, licenses, permits, and authority to carry on
its business in the City of Anna and will continue to use its best efforts to maintain all
necessary rights, licenses, permits, and authority.
(e) Business shall timely and fully comply with all of the terms and conditions of this
Agreement.
(f) Business shall cooperate with the City in providing all necessary information to assist
them in complying with this Agreement.
(g) During the term of this Agreement, Business agrees to not knowingly employ any
undocumented workers as part of the Project, and, if convicted of a violation under 8
U.S.C. Section 1324a(1), Business shall be in Default (subject to the obligations in Article
IV and the remedies in Article VII). Business is not liable for an unknown violation of
this Section by a subsidiary, affiliate, or franchisee of Business or by a person with whom
Business contracts; provided, however, that identical federal law requirements provided
for herein shall be included as part of any agreement or contract which Business enters
into with any subsidiary, assignee, affiliate, or franchisee for which finds provided herein
will be used.
(h) Business shall not have been in arrears and shall be current on its payment of all City
taxes and fees that were due and owing prior to Mayor Nate Pike's declaration of a local
disaster for public health emergency on March 17, 2020.
(i) City has the right to periodically (and with reasonable advance notice) verify the terms
and conditions of this Agreement.
2. Compliance and Default. Failure by Business to timely comply with any performance
requirement, duty, or covenant shall be considered an act of Default and shall give the City the
right to terminate this Agreement and collect the Recapture Amount, as determined by the City.
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ARTICLE VI
TERMINATION
Termination. This Agreement shall terminate upon the earliest occurrence of any one or more
of the following:
(a) The written agreement of the Parties;
(b) The Agreement's Expiration Date;
(c) Default by Business (at the option of the City).
ARTICLE VII
DEFAULT
1. Business Events of Default.
(a) Failure of Business to perform under this Agreement.
(b) City determines that any representation or warranty contained herein or in any
application, financial statement, certificate, report or opinion submitted to City in
connection with or pursuant to the requirements of this Agreement was incorrect or
misleading in any material respect when made; or
(c) Any judgment is assessed against Business or any attachment or other levy against the
property of Business with respect to a claim remains unpaid, unstayed on appeal,
undischarged, not bonded or not dismissed for a period of thirty (30) days; or
(d) Business makes an assignment for the benefit of creditors; admits in writing its inability
to pay its debts generally as they become due; files apetition in Bankruptcy; is adjudicated
insolvent or bankrupt; petitions or applies to any tribunal for any receiver or any trustee
of Business or any substantial part of its property, commences any action relating to
Business under any reorganization, arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction whether now or hereafter in effect; or if there
is commenced against Business any such action and such action remains undismissed or
unanswered for a period of sixty (60) days from such filing, or Business by any act
indicates its consent to or approval of any trustee of Business or any substantial part of
its property; or suffers any such receivership or trustee to and such appointment remains
unvacated for a period of sixty (60) days; or
(e) Business substantially changes its present ownership without writt
en notification to City
within thirty (30) days of such change; or
(f) Business moves the location of the business outside the City or changes the general
character of business as conducted at the date hereof or engages in any type of business
not reasonably related to its business as presently and normally conducted.
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2. Remedies for Default.
(a) In the event of Default by the Business, the City shall, as its sole and exclusive remedy
for Default hereunder, have the right to terminate this Agreement and to recapture one
hundred percent (100%) of the Incentive Grant (the "Recapture Amount") if the Default
occurs on or prior to the termination date.
(b) Business agrees a remedy for Default is the City seeking a mandamus from a court of
competent jurisdiction; or the appointment of a receiver in equity with the power to charge
and collect rents, purchase price payments, and loan payments; and, apply the revenue
from the Project in accordance with this Agreement.
ARTICLE VIII
MISCELLANEOUS
1. Bindin�greement. The terms and conditions of this Agreement shall be binding on and inure
to the benefit of the Parties, and their respective successors and assigns. The Economic
Development Director or City Manager shall be responsible for the administration of this
Agreement and shall have the authority to execute any instruments, duly approved by the City,
on behalf of the Parties related thereto.
2. Mutual Assistance. The Parties will do all things reasonably necessary or appropriate to cavy
out the terms and provisions of this Agreement and to aid and assist each other in carrying out
such terms and provisions.
3. Representations and Warranties. The City represents and warrants to Business that this
Agreement is within their authority, and that they are duly authorized and empowered to enter
into this Agreement, unless otherwise ordered by a court of competent jurisdiction. Business
represents and warrants to the City that it has the requisite authority to enter into this
Agreement.
4. Assigmnent. Business shall have the right to assign all of its rights, duties, and obligations
under this Agreement to a duly qualified third party with prior written approval of the City.
Any assignment provided for herein shall not serve to enlarge or diminish the obligations and
requirements of this Agreement, nor shall they relieve Business of any liability to the City,
including any required indemnity in the event that any Assignee hereof shall at any time be in
Default of the terms of this Agreement. The City may demand and receive adequate assurance
of performance including the deposit or provision of financial security by any proposed
Assignee prior to its approval of an assignment.
5. Independent Contractors.
(a) It is expressly understood and agreed by all Parties hereto that in performing their services
hereunder, Business at no time will be acting as an agent of the City and that all
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consultants or contractors engaged by Business respectively will be independent
contractors of Business; and nothing contained in this Agreement is intended by the
Parties to create a partnership or joint venture between the Parties and any implication to
the contrary is hereby expressly disavowed. The Parties hereto understand and agree that
the City will not be liable for any claims that may be asserted by any third party occurring
in connection with services performed by Business respectively under this Agreement.
(b) By entering into this Agreement, except as specifically set forth herein, the Parties do not
waive, and shall not be deemed to have waived, any rights, immunities, or defenses either
may have, including the defense a party, and nothing contained herein shall ever be
construed as a waiver of sovereign or official immunity by the City with such rights being
expressly reserved to the fullest extent authorized by law and to the same extent which
existed prior to the execution hereof.
(c) No employee of the City, or any board member, or agent of the City, shall be personally
responsible for any liability arising under or growing out of this Agreement.
6. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
delivered by actual delivery, or on the first business day after depositing the same in the hands
of a reputable overnight courier (such as United States Postal Service, FedEx or UPS) and
addressed to the Party at the address set forth below:
intended for City: City of Anna
Attention: City Manager
11 I N. Powell Pkwy
Anna, TX 75409
With a cop,�to: Wolfe, Tidwell &McCoy, LLP
Attention: Clark McCoy
2591 Dallas Pkwy, Ste 300
Frisco, TX 75034
If to the Business:
Any Party may designate a different address at any time upon written notice to the other Parties.
7. Governmental Records. All invoices, records and other documents required for submission to
the City pursuant to the terms of this Agreement are Governmental Records for the purposes
of Texas Penal Code Section 37.10.
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8. Governing Law. The Agreement shall be governed by the laws of the State of Texas, and the
venue for any action concerning this Agreement shall be in the Courts of Collin County. The
Parties agree to submit to the personal and subject matter jurisdiction of said court.
9. Amendment. This Agreement may be amended only by mutual written agreement of the
Parties.
10. Legal Construction. In the event any one or more of the provisions contained in this Agreement
shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions of this Agreement, and it is the
intention of the Parties to this Agreement that, in lieu of each provision that is found to be
illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid
and enforceable and is as similar in terms as possible to the provision found to be illegal,
invalid, or unenforceable.
Each of the Parties has been represented by counsel of their choosing in the negotiation and.
preparation of this Agreement. Regardless of which Party prepared the initial draft of this
Agreement, this Agreement sllall, in the event of any dispute, whatever its meaning or
application, be interpreted fairly and reasonably and neither more strongly for or against any
Party.
11. Entire Agreement. This Agreement constitutes the entice agreement between the Parties with
respect to the subject matter covered in this Agreement. There is no other collateral oral or
written agreement between the Parties that, in any manner, relates to the subject matter ofthis
Agreement, except City approved amendments to this Agreement.
12. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience
only and will in no way enlarge or limit the scope or meaning of the various and several
paragraphs.
13. Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall
be deemed an original instrument, but all of the counterparts shall constitute one and the same
instrument.
14. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of
the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time
following the termination of this Agreement shall survive termination.
15. Indemnification.
BUSINESS AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY OF ANNA
AND THE ANNA COMMUNITY DEVELOPMENT CORPORATION AND THEIR
RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY,
RELEASE PARTIES,,), HARMLESS FROM AND AGAINST ANY AND ALL
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REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, JUDGMENTS,
ATTORNEY FEES, COSTS, EXPENSES AND ANY CAUSE OF ACTION THAT
DIRECTLY RELATES TO ANY OF THE FOLLOWING: ANY ACT OR OMISSION
OR BREACH OR NON-PERFORMANCE BY BUSINESS UNDER THIS
AGREEMENT EXCEPT THAT THE INDEMNITY PROVIDED HEREIN SHALL
NOT APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR
OMISSIONS OF THE RELEASED PARTIES. THE PROVISIONS OF THIS SECTION
ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT
INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY..
l6. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in good faith,
and to execute such other and further instruments and documents as may be reasonably
required to fulfill the public purposes provided for and included within this Agreement.
17. Force Maieure. Whenever a period of time is herein prescribed for action to be taken by the
Business, the Business shall not be liable or responsible for, and there shall be excluded from
the computation of any such period of time, any delays due to causes of any kind whatsoever
which are caused by Force Majeure.
[SIGNATURE PAGE(S) FOLLOW]:
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Executed on this day of 2020.
Business:
Signed:
By:
Title:
Executed on this day of 2020.
CITY OF ANNA
By:
Name: Jim Proce, City Manager
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EXHIBIT C
City of Anna Phase II COVID-19 Recovery Grant Recommendations ($59000)
Anna Area Historical Preservation Society
Anna Family Healthcare /Janet S. Wheat
Anna Food Mart /Mill and Bill, Inc.
Anytime Fitness / Lonestar Fitness Center LLC
Breaking Free Inc. /Glen Scott Mormon
Eiggam LLC /American Shaman
Essential Nail / H Pham Investments LLC
First Baptist Church
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