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HomeMy WebLinkAboutCCpkt2017-09-26A Y{OUR} HOMETOWN AGENDA City Council Work Session Tuesday, September 26, 2017 @ 6:30 PM Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 The City Council of the City of Anna will meet in Work Session at 6:30 PM, on September 26, 2017, at the Anna City Hall, Located at 111 North Powell Parkway (Hwy 5), to consider the following items. 1. Call to Order, Roll Call and Establishment of Quorum 2. Briefing/Update/Discussion regarding the community brand project. (Jessica Perkins and Council Branding Committee) 3. Briefing/Discussion regarding Debt Refunding/Refinancing (Dana Thornhill) 4. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071) b. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); discuss proposed development in CDC business park. c. Discuss or deliberate personnel matters (Tex. Gov't Code §551.074); City Manager annual review. The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 5. Consider/Discuss/Action on any items listed on any agenda —work session, regular meeting, or closed session —that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. (If there is no need to address any other such agenda item, the Mayor shall adjourn this meeting). 6. Adjourn. There being no further business before the Council, we will consider this meeting adjourned at p.m. This is to certify that I, Carrie L. Smith, City Secretary, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on 22nd day of September 2017. Carrie L. Smith, City Secretary 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made. Item No. 2. City Council Agenda Staff Report Meeting Date: 9/26/2017 Yi0W HOMETOWN AGENDA ITEM: Briefing/Update/Discussion regarding the community brand project. (Jessica Perkins and Council Branding Committee) SUMMARY: The City Council will receive an update from the Brandng Committee on the status of the brandng project and discuss options for moving forward. STAFF RECOMMENDATION: I Item No. 3. City Council Agenda Staff Report Meeting Date: 9/26/2017 Y{OUW HOMETOWN AGENDA ITEM: Briefing/Discussion regarding Debt Refunding/Refinancing (Dana Thornhill) SUMMARY: Staff has been working with First Southwest, the City's financial advisor, to evaluate potential debt refundings in order to lower interest rates and lower debt payments. The refunding of the 2009 Combination Tax & Revenue Certificates of Obligation and the refunding/refinancing of the Anna Project Contract Bonds held with GTUA are the last steps in the City's Debt Management plan for refunding. First Southwest will be presenting information related to planned refundings and the impact this will have upon the City's debt. STAFF RECOMMENDATION: No formal Council action is required at this time, however, we are seeking Council direction regarding moving forward with the refunding plan. If the Council desires to proceed with this refunding, a Resolution will be placed on the October 12 agenda requesting GTUA's cooperation with refunding the City's contract revenue bonds. A schedule of meetings and events in the proposed refunding process is attached. ATTACHMENTS: Description Upload Date Type Proposed Refunding Calendar 9/21/2017 Backup Material CITY OF ANNA, TEXAS $x,xxx,000* Combination Tax and Revenue Refunding Bonds, Series 2017 (Refunding of GTUA Anna Project Bonds, and Series 2009 Bonds and COs) Schedule of Events* As of September 20, 2017 Sep-17 S M T W Th F S 1 2 Oct-17 Nov-17 Dec-17 S M T W Th F S S M T W Th F S S M T W Th F S 1 2 3 4 5 6 7 1 2 3 4 1 2 89 10 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6 7 8 9 15 16 17 18 19 20 21 12 13 14 15 16 17 18 10 11 12 13 14 15 16 22 23 24 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23 29 30 31 26 27 28 29 30 24 25 26 27 28 29 30 31 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 HOLIDAY Date P V-DAY HOLIDAY HOLIDAY Event Responsible Party Tuesday, 09/26/17 City Staff and Financial Advisor present Series 2017 Refunding Plan of Finance to City Council City Staff / FA City Council directs Staff and consultants to implement the Series 2017 Plan of Finance City Council Thursday, 09/28/17 Distribution of 1st draft of Preliminary Official Statement ("POS") for comments FA Thursday, 10/5/17 Deadline to provide comments to 1st draft of POS City Staff / BC Friday, 10/6/17 Distribution of 2nd draft of POS for comments / Distribution of POS to Moody's and Bond Insurers FA Tuesday, 10/10/17 City Council approves a resolution requesting GTUA's cooperation with refunding of Anna Project contract revenue bonds City Council Friday, 10/13/17 Deadline to provide comments to 2nd draft of POS City, BC, UW, UWC Monday, 10/16/17 GTUA Board considers City of Anna's request for defeasance/refunding of all City of Anna Project Contract Revenue Bonds and authorize: GTUA Board notice of redemption at the November 2017 meeting subject to the City of Anna selling the 2017 Refunding Bonds Tuesday, 10/17/17 Distribution of 3rd draft of POS for comments FA 10119117 - 10124117 Moody's bond rating review/ Bond insurance review/ Underwriter's Counsel Due Diligence RA/INS/ UW/ UWC Friday, 11/3/17 Bond ratings and insurance quotes received by the City RA / INS Deadline to provide comments to 3rd draft of POS City, BC, UW, UWC Monday, 11/6/17 Preliminary Official Statement published and distributed to marketplace FA / UW Tuesday, 11/14/17 Pricing of Refunding Bonds FA / UW City Council considers and approves an Ordinance authorizing the issuance of the Combination Tax and Revenue Refunding Bonds, Serie City Council Before Closing Attorney General Approves Sale BC Monday, 11/20/17 GTUA Board approves the defeasance/refunding of all City of Anna Project Contract Revenue Bonds and agrees to release the City of Ann, GTUA Board Project Debt Service Reserve Fund and any debt service/project/other funds on City of Anna 2017 Refunding Bonds closing date Thursday, 12/14/17 GTUA transfers the City of Anna Debt Project Service Reserve Fund and and any debt service/project/other funds to the Escrow Agent GTUA Staff Closing of debt issues, delivery of refunding funds to the Escrow Agent and delivery of the new money funds to the City All Parties Key Actions to be Taken by City Council Key Actions to be Taken by the Greater Texoma Utility Authority Board *Preliminary, subject to change. FirstSouthwest, a Division of Hilltop Securities Inc. Page 1 of 1 A Y{OUR} HOMETOWN AGENDA Regular City Council Meeting Tuesday, September 26, 2017 @ 7:30 PM Anna City Hall, Council Chambers 111 N. Powell Parkway, Anna, Texas 75409 The City Council of the City of Anna will meet in Regular Session at 7:30 PM, on September 26, 2017, at the Anna City Hall, Located at 111 North Powell Parkway (Hwy 5), to consider the following items. Welcome to the City Council Meeting. Please sign the Sign -In -Sheet as a record of attendance. If you wish to speak on an open -session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1. Call to Order, Roll Call and Establishment of Quorum. 2. Invocation and Pledge of Allegiance. 3. Citizen Comments. Citizens are allowed three minutes to speak. The Council is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. 4. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. a. Proclamation for the 2017 National Community Planning Month b. Proclamation for National Fire Prevention week. 5. Consent Items. These items consist of non -controversial or "housekeeping" items required by law. Items may be considered individually by any Council member making such request prior to a motion and vote on the Consent Items. a. Approve Council Meeting Minutes for September 12, 2017. b. Review the June 26, 2017 and July 17, 2017 Parks Advisory Board Meeting Minutes. (Maurice Schwanke) C. Review minutes of the CDC meeting from August 3, 2017. (Jessica Perkins) d. Review minutes of the EDC meeting from August 3, 2017. (Jessica Perkins) e. Resolution approving an I nterlocal Agreement with the North Central Texas Council of Governments (NCTCOG) for the use of 2017 aerial photography. (Maurice Schwanke) f. Resolution amending Authorized Representatives for the TexPool Participant Services. (Dana Thornhill) 6. Consider/Discuss/Action regarding a Resolution authorizing a Master Lease Agreement for the lease of City vehicles and a Full Maintenance Agreement for fleet management services with Enterprise Fleet Management. (Dana Thornhill) 7. Consider/Discuss/Action regarding a Resolution approving a Subdivision I mprovement Agreement for Camden Parc, Phases 2-4. (Maurice Schwanke) 8. Consider/Discuss/Action regarding an ordinance amending Ordinance No. 748- 2017 (Management of Public Rights -of -Way) and establishing a revised ordinance for Public Right -of -Way Management. (Joseph Johnson) 9. Briefing/Discussion regarding a proposed Interlocal Agreement with the Anna ISD for use of parking at Slayter Creek Park. (Maurice Schwanke). 10. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Discuss or deliberate personnel matters (Tex. Gov't Code §551.074); City Manager annual review. b. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071) c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov't Code §551.087); discuss proposed development in CDC business park. The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 11. Consider/Discuss/Action on any items listed on any agenda —work session, regular meeting, or closed session —that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. (If there is no need to address any other such agenda item, the Mayor shall adjourn this meeting). 12. Adjourn. There being no further business before the Council, we will consider this meeting adjourned at p.m. This is to certify that I, Carrie L. Smith, City Secretary, posted this agenda at a place readily accessible to the public at the Anna City Hall and on the City Hall bulletin board at or before 5:00 p.m. on 22nd day of September 2017 Carrie L. Smith, City Secretary 1. The Council may vote and/or act upon each of the items listed in this agenda. 2. The Council reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3. Persons with a disability who want to attend this meeting who may need assistance should contact the City Secretary at 972 924-3325 two working days prior to the meeting so that appropriate arrangements can be made. I Item No. 4.a. City Council Agenda Staff Report Meeting Date: 9/26/2017 y{OUR) HOMETOWN AGENDA ITEM: Proclamation for the 2017 National Community Planning Month SUMMARY: Established in 2006, National Community Planning Month is celebrated each October as a way to highlight the role of planners and the importance of good planning in our communities. Across the country, communities celebrate planning through a variety of avenues including have a mayoral proclamation declaring October as community planning month. Planning is essential for our communities to prosper and maintain balance and cohesiveness. While many people may not realize it, planning has a significant impact on their day-to-day life. From where they live, to how they commute, to the type of home they live in, planning plays a vital role in a person's life and well-being. STAFF RECOMMENDATION: Staff recommends designating October as "National Community Planning Month". ATTACHMENTS: Description Upload Date Type Proclamation 9/22/2017 Exhibit eitp of Anna, Eexa,5 �rortamatt"On WHEREAS, change is constant and affects all cities, towns, suburbs, counties, boroughs, townships, rural areas, and other places; and WHEREAS, community planning and plans can help manage this change in a way that provides better choices for how people work and live; and WHEREAS, community planning provides an opportunity for all residents to be meaningfully involved in making choices that determine the future of their community; and WHEREAS, the full benefits of planning require public officials and citizens who understand, support, and demand excellence in planning and plan implementation; and WHEREAS, the month of October is designated as National Community Planning Month throughout the United States of America and its territories, and WHEREAS, The American Planning Association and its professional institute, the American Institute of Certified Planners, endorse National Community Planning Month as an opportunity to highlight the contributions sound planning and plan implementation make to the quality of our settlements and environment; and WHEREAS, the celebration of National Community Planning Month gives us the opportunity to publicly recognize the participation and dedication of the members of planning commissions and other citizen planners who have contributed their time and expertise to the improvement of the City of Anna; and WHEREAS, the City of Anna, Texas recognizes the many valuable contributions made by professional community and regional planners and extend our heartfelt thanks for the continued commitment to public service by these professionals; NOW, THEREFORE, BE IT RESOLVED THAT, the month of October 2017 is hereby designated as Community Planning Month in the City of Anna in conjunction with the celebration of National Community Planning Month. C�7n u7wes, where f oT hare hereunto set mp hand this 26th dap f 036ptember, 2017 and called this seal to be affxved Justin Burr, Mayor Pro-Tem Item No. 4.b. City Council Agenda Staff Report Meeting Date: 9/26/2017 Yi0W HOMETOWN AGENDA ITEM: Proclamation for National Fire Prevention week. �Y�J►�i 1 Ji I_1:�'il STAFF RECOMMENDATION: Proclamation ATTACHMENTS: Description Upload Date Type Fire Prevention Week Proclamation 9/19/2017 Staff Report Cttp of ZInna, Eexag Proclamation WHEREAS, the City of Anna, Texas is committed to ensuring the safety and security of all those living in and visiting Anna; and WHEREAS, U.S. fire departments responded to 365,500 home fires in 2015, per the National Fire Protection Association (NFPA); and WHEREAS, U.S. home fires resulted in 2,560 civilian deaths in 2015, representing the majority (78 percent) of all U.S. fire deaths; and WHEREAS, newer homes are built with lightweight materials that burn faster than older home constructions; and WHEREAS, many of today's products and furnishings produce toxic gases and smoke when burned, making it impossible to see and breathe within moments; and WHEREAS, these conditions contribute to a much smaller window of time for people to escape a home fire safely, with people having as little as one to two minutes to escape from the time the smoke alarm sounds; and WHEREAS, a home fire escape plan provides the skill set and know-how to quickly and safely escape a home fire situation; and WHEREAS, a home fire escape plan includes two exits from every room in the home; a path to the outside from each exit; smoke alarms in all required locations; and a meeting place outside where everyone in the home will meet upon exiting; and WHEREAS, home fire escape plans should be developed by all members of the household; and WHEREAS, practicing a home fire escape plan twice a year ensures that everyone in the household knows what to do in a real fire situation; WHEREAS, Anna's first responders are dedicated to reducing the occurrence of home fires and home fire injuries through prevention and protection education; and WHEREAS, Anna residents are responsive to public education measures and are able to take personal steps to increase their safety from fire, especially in their homes; and WHEREAS, the 2017 Fire Prevention Week theme, "Every Second Counts: Plan 2 Ways Out!" effectively serves to educate the public about the vital importance of developing a home fire escape plan with all members of the household and practicing it twice a year; THEREFORE, I Justin Burr, Mayor Pro-Tem of Anna do hereby proclaim October 8-14, 2017, as Fire Prevention Week throughout this community. I urge all the people of Anna to find and develop a home fire escape plan with all members of the household and practice it twice a year, and to participate in the many public safety activities and efforts of the Anna Fire Department during Fire Prevention Week 2017. c7n witness, whereof c7have hereunto set mp hand this 26th dap f OApiember, 2017 and called this seal to be aff&d Justin Burr, Mayor Pro -Tent Yi0W HOMETOWN AGENDA ITEM: Approve Council Meeting Minutes for September 12, 2017. SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description Minutes Item No. 5.a. City Council Agenda Staff Report Meeting Date: 9/26/2017 Upload Date Type 9/22/2017 Exhibit ANNA CITY COUNCI L MINUTES WORK SESSION September 12, 2017 The City Council of the City of Anna met in Work Session on the above date at Anna City Hall, located at 111 North Powell Parkway (Hwy 5), to consider the following items. 1. Call to Order, Roll Call and Establishment of Quorum Mayor Crist called the meeting to order at 6:30 p.m. 2. Briefing/Discussion regarding TxDOT projects. (Joseph Johnson) Texas Department of Transportation representative gave an overview of current and future projects in the City of Anna. 3. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); discuss Atmos franchise agreement. MOTION: Council Member Bryan moved to enter closed session. Council Member Burr seconded. Motion carried 6-0. Mayor Crist recessed the meeting at 7:13 p.m. Mayor Crist reconvened the meeting at 7:24 p.m. The Council further reserves the right to enter into executive session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 4. Consider/Discuss/Action on any items listed on any agenda —work session, regular meeting, or closed session —that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. MOTION: Council Member Beazley moved to take no action. Council Member Bryan seconded. Motion carried 6-0. 5. Adjourn. There being no further business before the Council, we will consider this meeting adjourned at p.m. CC Minutes 09-12-2017 Page 1 of 6 Mayor Crist adjourned the meeting at 7:25 p.m. Approved on the 26th day of September, 2017. Mayor Pro Tern Justin Burr ATTEST: City Secretary Carrie L. Smith CC Minutes 09-12-2017 Page 2 of 6 ANNA CITY COUNCI L MINUTES REGULAR SESSION September 12, 2017 1. Call to Order/Roll Call and Establishment of Quorum Mayor Crist called the meeting to order at 7:30 p.m. All members were present. 2. Invocation and Pledge of Allegiance. Mayor Crist led the invocation and pledge. 3. Citizen Comments. Citizens are allowed three minutes to speak. The Council is unable to respond to or discuss any issues that are brought up during this section that are not on the agenda, other than to make statements of specific factual information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. Alonzo Tutson thanked Mayor Crist for his service to the City. Anthony Richardson thanked the Council for their service. William Morgan expressed concerns with traffic on FM 455. 4. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the goveming body, information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality, and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. a. Proclamation for Constitution Week b. Recognition of out going Council Members. Mayor Pro Tern Burr presented Mike Crist with a personalized street sign on behalf CC Minutes 09-12-2017 Page 3 of 6 of the City and Council. 5. Consent Items. These items consist of non -controversial or "housekeeping" items required by law. Items may be considered individually by any Council member making such request prior to a motion and vote on the Consent Items. Items b., c., d. and e. were removed from the consent agenda. a. Approve Council Meeting Minutes for August 22, 2017; August 29, 2017; and September 5, 2017. b. Ordinance setting a temporary speed limit on SH 121. (Chief Jenks) Item was removed from consent agenda. MOTION Council Member Bryan moved to approve. Council member Beazley seconded. Motion carried 6-0. C. Resolution approving a Special Event Permit and an Agreement with the Greater Anna Chamber of Commerce for the 2017 Glowfest event at Slayter Creek Park. (Maurice Schwanke) Item was removed from consent agenda. MOTION: Council Member Burr moved to approve. Council Member Bryan seconded. Motion carried 6-0. Cl. Resolution approving an annual sponsorship agreement between the Anna Community Development Corporation and the Greater Anna Chamber of Commerce. (Jessica Perkins) Item was removed from consent agenda. MOTION: Council Member Martinez moved to approved. Council Member Burr seconded. Motion carried 6-0. e. Resolution approving an agreement with the Anna Community Development Corporation related to city employee services for the position of Chief Administrative Officer. (Jessica Perkins) Item was removed from consent agenda. MOTION: Council Member Burr moved to approve. Council Member Martinez seconded. Motion carried 6-0. f. Resolution extending the term of an I nterlocal Agreement with Collin County for Animal Control Services. (Chief Jenks) g. Resolution extending the term of an I nterlocal Agreement with Collin County CC Minutes 09-12-2017 Page 4 of 6 for Animal Shelter Services (Chief Jenks) h. Resolution authorizing the purchase of a backhoe and accessory items. (Joseph Johnson) i. Resolution authorizing the purchase of a skid steer. (Joseph Johnson) MOTION: Council Member Bryan moved to approve consent items a, f, g, h, and i. Council Member Beazley seconded. Motion carried 6-0. 6. Consider/Discuss/Action regarding an Ordinance adopting the FY 2017- 2018 Budget. (Dana Thornhill) MOTION: Mayor Crist moved to approve. Council Member Beazley seconded. Motion carried 6-0. 7. Consider/Discuss/Action regarding an Ordinance adopting the 2017 Tax Rate. (Dana Thornhill) MOTION: Mayor Crist moved that the property tax rate be increased by the adoption of a tax rate of $0.601288, which is effectively a 9.22% percent increase in the tax rate. Council Member Bryan seconded. Motion carried 6-0. 8. Consider/Discuss/Action regarding a Resolution ratifying the property tax revenue increase reflected in the City of Anna FY 2017- 2018 Budget (Dana Thornhill) MOTION: Mayor Crist moved to approve. Council Member Bryan seconded. Motion carried 6-0. 9. Consider/Discuss/Action regarding a Resolution amending the pay classification plan. (City Manager) MOTION: Council Member Bryan moved to approve. Council Member Beazley seconded. Motion carried 6-0. 10. Consider/Discuss/Action regarding a Resolution reviewing and amending the City's Investment Policy (Dana Thornhill) MOTION: Council Member Bryan moved to approve. Council Member Burr seconded. Motion carried 6-0. 11. Consider/Discuss/Action regarding a Resolution authorizing the City Manager to execute a contract with Texas Bit, an Oldcastle company, of Irving, Texas for the 2017 Street Rehabilitation Project. (Joseph Johnson) MOTION: Council Member Bryan moved to approve. Mayor Crist seconded. CC Minutes 09-12-2017 Page 5 of 6 Motion carried 6-0. 12. Consider/Discuss/Action regarding a Resolution authorizing the City Manager to execute an Interlocal Agreement with the North Texas Municipal Water District. (Joseph Johnson) MOTION: Council Member Beazley moved to approve. Mayor Crist seconded. Motion carried 6-0. 13. CLOSED SESSION (EXCEPTIONS) Under Tex. Gov't Code Chapter 551, the City Council may enter into closed session to discuss any items listed or referenced on this agenda under the following exceptions: a. Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071); discuss Atmos franchise agreement. 14. Consider/Discuss/Action on any items listed on the posted agenda or any closed session occurring during this meeting, as necessary MOTION: Council Member Bryan moved to approve. Council Member Beazley seconded. Motion carried 6-0. 15. Adjourn. Mayor Crist adjourned the meeting at 8:19 p.m. Approved on the 26th day of September 2017. Mayor Pro Tern Justin Burr ATTEST: City Secretary Carrie L. Smith CC Minutes 09-12-2017 Page 6 of 6 I Item No. 5.b. City Council Agenda Staff Report Meeting Date: 9/26/2017 y{OUR) HOMETOWN AGENDA ITEM: Review the June 26, 2017 and July 17, 2017 Parks Advisory Board Meeting Minutes. (Maurice Schwanke) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description Upload Date Type June Minutes 9/12/2017 Exhibit July Minutes 9/21/2017 Exhibit MINUTES ANNA PARK BOARD REGULAR MEETING June 26, 2017 The Park Board of the City of Anna held a regular meeting on Monday, June 26, 2017 at 7:00 p.m. at the Community Room of Anna City Hall Administration Building, located at 111 North Powell Parkway (Hwy 5), to consider the following items. 1. Call to order and establishment of quorum. Meeting called to order at 7:00 p.m. Members present were Jon Hendricks, Judith Waldrop, Ginny Finan, Kirby Barret and Stan Carver. Staff present was Maurice Schwanke and Matt Lewis. 2. Discussion: Comprehensive Plan Standards for park facilities and open space in Anna. Mr. Schwanke and Members of the Board discussed the above agenda item. No action taken. 3. Park Board Minutes • May 15, 2017 A motion was made by Judith Waldrop, seconded by Ginny Finan to approve Minutes of the May 15, 2017 meeting. Motion carried 4. Adjourn A motion was made by Stan Carver, seconded by Judith Waldrop to adjourn meeting. Motion Carried. The meeting adjourned at 8:40 p.m. Maurice Schwanke Director of Planning and Development ATTEST: Park B and Minutes 06-26-17 doc page 1 of 1 1-- • h MINUTES ANNA PARK BOARD REGULAR MEETING July 17, 2017 The Park Board of the City of Anna held its regularly scheduled meeting on Monday, July 17, 2017 at 7:00 p.m. at the Community Room of Anna City Hall Administration Building, located at 111 North Powell Parkway (Hwy 5), to consider the following items. 1. Call to order and establishment of quorum. Meeting was called to order at 7:09 p.m. Members present were Jon Hendricks, Judith Waldrop, Ginny Finan and Kirby Barret. Staff present was Maurice Schwanke and Matt Lewis. 2. Discussion: Comprehensive Plan Standards for park facilities and open space in Anna. Mr. Schwanke gave a presentation regarding the above agenda item. No action taken. 3. Consider/Discuss/Act on recommendation regarding the disposition of Sherley Park. Mr. Schwanke gave a presentation on the above agenda item. A motion was made by Ms. Waldrop, seconded by Ms. Finan to recommend as part of the Comprehensive Park Plan that Sherley Park be transitioned from an undersized ball field to a location for the historical Anna Depot as well as other improvements to be decided on later. The motion carried unanimously. 4. Consider/Discuss/Act on recommendation concerning the location of a future dog park. Mr. Schwanke gave a presentation. Following discussion, a recommendation was made by Mr. Barret, seconded by Ms. Finan to have the primary location for the first dog park located in the general area of Anna Crossing and the secondary location being in the general area of the Villages of Hurricane Creek. The motion carried unanimously. 5. Discussion of other City Parks Mr. Schwanke gave a general update on other miscellaneous park activity. No action taken. 6. Park Board Minutes • June 26, 2017 — No action taken at the meeting. 7. Adjourn A motion was made by Ginny Finan, seconded by Judith Waldrop to adjourn meeting. The meeting adjourned at 7:45 p.m. / I Maurice Schwanke Director of Planning and Development ATTEST: Pafrl(Board' Agenda 07-17-17 doc page 1 of 1 07-17-17 Item No. 5.c. City Council Agenda Staff Report Meeting Date: 9/26/2017 Y{OUW HOMETOWN AGENDA ITEM: Review minutes of the CDC meeting from August 3, 2017. (Jessica Perkins) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description CDC Minutes 8-3-2017 Upload Date Type 9/18/2017 Backup Material ANNA COMMUNITY DEVELOPMENT CORPORATION MINUTES August 3, 2017 The Community Development Corporation of the City of Anna met on the above date at Anna City Hall, located at 111 North Powell Parkway (Hwy 5), to consider the following items. Call to Order, Roll Call and Establishment of Quorum Nate Pike, President, called the meeting to order at 5:03pm. After roll call and the declaration that a quorum was present, the floor was open for business. Director's in attendance: Doug Hermann, Brent Thomas, Connie Stump, Anthony Richardson, James Gurski and Nate Pike and Alonzo Tutson (5.08pm) Directors Absent: None Staff in attendance: Clark McCoy, legal counsel for the CDC and EDC boards; Jessica Perkins Chief Administrative Officer 2. invocation and Pledge Nate Pike gave the invocation and led the group in the Pledge of Allegiance. 3. Citizen Comments - None 4. Consider/Discuss/Action regarding adopting a resolution approving the proposed FY2017-2018 budget and authorizing publication of the proposed budget. Brent Thomas made a motion to table this item; Seconded by Anthony Richardson. Request for roll call Vote. Alonzo Tutson No, Nate Pike No, Brent Thomas yes, Doug Hermann yes, Connie Stump yes, James Gurski yes, and Anthony Richardson yes, motion to table passed. 5. Consider/Discuss/Action approving minutes from the July 7, 2017 meeting. Brent Thomas made a motion to approve the minutes 2nd by Alonzo Tutson. Motion passed by all. NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begirt immediately after the conciusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 6. Adjourn Alonzo Tutson made a motion to adjourn the meeting 2«d by Brent Thomas. Motion passed by all and the meeting was adjourned at 6:12pm. APPROVED: l� Nathan Oike, CDC President ATTESTED: Laurette Blacketer, CD Secretary NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. Item No. 5.d. City Council Agenda Staff Report Meeting Date: 9/26/2017 Y{OUW HOMETOWN AGENDA ITEM: Review minutes of the EDC meeting from August 3, 2017. (Jessica Perkins) SUMMARY: STAFF RECOMMENDATION: ATTACHMENTS: Description EDC minutes 8-3-2017 Upload Date Type 9/18/2017 Backup Material MINUTES OF REGULAR MEETING OF THE ANNA ECONOMIC DEVELOPMENT CORPORATION Thursday, August 3, 2017 ECONOMIC DEVELOPMENT CORPORATION The Economic Development Corporation of the City of Anna met on the above date at Anna City Hall, located at 111 North Powell Parkway (Hwy 5), to consider the following items. 1. Call to Order, Roll Call and Establishment of Quorum Connie Stump, President, called the meeting to order 6:13 p.m. After roll call and a declaration that a quorum was present, the floor was open for business. Directors in attendance: Alonzo Tutson, Doug Hermann, Brent Thomas, Anthony Richardson, James Gurski, Nate Pike and Connie Stump Directors in Abstention: None Staff in attendance: Clark McCoy, legal counsel for the CDC and EDC boards; Jessica Perkins, Chief Administrative Officer. 2. Citizen Comments- none 3. ConsiderlDiscuss/Action regarding adopting a resolution awarding a bid for waterline construction on the Anna Business Park property to Saber Construction. Motion made by Anthony Richardson to adopt a resolution awarding the bid for waterline construction on the Anna Business Park property to Saber Development. Seconded by James Gurski. Motion passed by all. 4. ConsiderlDiscuss/Action regarding adopting a resolution approving a reimbursement to Kirby Smith for costs associated with mowing portions of the Anna Business Park property. Alonzo Tutson made a motion to adopt a resolution to reimburse Kirby Smith for cost associated with mowing portions of the Anna Business Park not to exceed the amount of $1500.00. Seconded by James Gurski. Motion passed by all. 5. Update on signage for the building and monument sign for 312 N. Powell Parkway and "for sale" sign for Anna Business Park property. No Action taken. I NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion orthe meeting or the Anna Community Development Corporation. IMPORANI' LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda. whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 8-3-2017 Reg EDC Meeting — Page 1 6. CLOSED SESSION a. Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov't Code §551.072) 312 North Powell Parkway. b. Consult with legal counsel on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov't Code §551.071) c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the Board of Directors has received from a business prospect that the Board of Directors seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the Board is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1) (Tex. Gov't Code §551.087) 312 North Powell Parkway. Connie Stump read the foregoing into the record. Nate Pike made a motion to move to Closed Session that was seconded by Brent Thomas. Motion passed and the Board entered into Closed Session at 6:28p.m. After discussing the business at hand, Nate Pike made a motion to adjourn Closed Session and return to Open Session. Brent Thomas seconded the motion. Motion passed, and Closed Session was adjourned on Thursday, December 3, 2015 at 6:41 p.m. 7. Consider/Discuss/Action regarding adopting a resolution approving the fiscal 2017-2018 budget. Motion made by Brent Thomas to table. Seconded by Anthony Richardson. Request for roll call vote. Alonzo Tutson NO, Nate Pike NO, Doug Hermann Yes, Connie Stump Yes, Anthony Richardson Yes, James Gurski Yes, and Brent Thomas Yes. Motion passed. 8. Consider/Discuss/Action regarding adopting the minutes from the July 6, 2017 Meeting. Motion made by Nate Pike to approve the minutes with correcting the spelling of Anthony Richardson name on item six. Seconded by Alonzo Tutson. Motion Passed by all. 9. Adjourn. I NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation, IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 8-3-2017 Reg EDC Meeting— Page 2 Motion made by Alonzo Tutson to adjourn. Seconded by Brent Thomas. Motion Passed by all. Meeting adjourned at 6:41 pm. APPROVED: ATTESTED: 4Laua Blacketer ry of EDC NOTICE REGARDING MEETING TIME: In the event that the Anna Economic Development Corporation meets at the same time and place scheduled for this meeting, then this meeting will be delayed and will begin immediately after the conclusion of the meeting of the Anna Community Development Corporation. IMPORANT LEGAL NOTICE: The Corporation may vote and/or act upon each of the items listed in this agenda. The Corporation reserves the right to retire into executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. Disabled person who want to attend the meeting and may need assistance should contact the City Secretary at 972-924-3325 two working days prior to the meeting so that appropriate arrangements can be made. 8-3-2017 Reg EDC Meeting— Page 3 Item No. 5.e. City Council Agenda Staff Report Meeting Date: 9/26/2017 Y{OUW HOMETOWN AGENDA ITEM: Resolution approving an I nterlocal Agreement with the North Central Texas Council of Governments (NCTCOG) for the use of 2017 aerial photography. (Maurice Schwanke) �Y�J►�i 1 Ji I_1:�'i1 Every two years the North Central Texas Council of Governments (NCTCOG) produces new aerial photography for use in geographical information systems (GIS) mapping applications. Anna has been participating in this program since 2009. Aerial photography is an integral part of the GIS and computer aided drafting (CAD) applications used by our Planning department. The I nterlocal Agreement (ILA) with NCTCOG approves a license agreement allowing the City of Anna to use NCTCOG's aerial photography. The cost of the license agreement is $5,270 which was included in the FY 2017 budget. STAFF RECOMMENDATION: Staff recommends approval of the attached Resolution and I nterlocal Agreement. ATTACHMENTS: Description Resolution Approving I LA Exhibit 1, ILA with NCTCOG Upload Date Type 9/21 /2017 Resolution 9/15/2017 Exhibit CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT FOR AERIAL PHOTOGRAPH SERVICES BETWEEN NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS, AND THE CITY OF ANNA, TEXAS WHEREAS, the Interlocal Cooperation Act (Texas Government Code Chapter 791) authorizes any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; and WHEREAS, the City Council has determined that the Agreement with North Central Texas Council of Governments (NCTCOG) to provide aerial photography services will benefit the residents of the City of Anna, Texas (the "City"); and WHEREAS, the City has used NCTCOG's aerial photography services since 2009 with renewals every two years; and WHEREAS, the City Council has found that it is in the best interest of the City and its citizens to authorize, ratify and approve the City Manager's execution of the ILA with NCTCOG. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. The City of Anna City Council hereby approves the Interlocal Agreement attached hereto as EXHIBIT 1, incorporated herein for all purposes and authorizes the City Manager to execute same on its behalf. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 26nd day of September, 2017. ATTEST: APPROVED: Carrie L. Smith, City Secretary Mayor Pro-tem, Justin Burr PAGE 1 OF 1 North Central Texas Council of Governments INTERLOCAL AGREEMENT BETWEEN THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS AND CITY OF ANNA WHEREAS, the North Central Texas Council of Governments (NCTCOG) is a voluntary association of, by and for local governments and has an interest in providing information to its members to support planning, engineering, public safety, and municipal management activities: and, WHEREAS, the City of Anna (Entity), wishes to have its map -based information system include the 2017 digital orthophotography and/or LiDAR and/or derivative data and has determined that the creation of this resource provides information for a multitude of uses throughout the Entity and thus serves a valid public purpose; and, WHEREAS, the Entity requires this information to accomplish this purpose and has determined that NCTCOG can provide this information; and WHEREAS, this Agreement is authorized by Chapter 791 of the Texas Government Code; and, WHEREAS, NCTCOG and Entity are local governments as that term is defined in Section 791.003(4) of the Texas Government Code; and, WHEREAS, Section 791.025 of the Texas Government Code authorizes local governments to agree with another local government to purchase goods and services; and, WHEREAS, a local government that purchases goods and services under Section 791.025 of the Texas Government Code satisfies the requirement of the local government to seek competitive bids for the purchase of goods and services; and, WHEREAS, NCTCOG and Entity, acting by and through their respective governing bodies, adopt the foregoing premises as findings of said governing bodies. NOW, THEREFORE, the parties, Entity and NCTCOG, agree to the following terms and conditions regarding the creation of digital aerial photography. LICENSE AGREEMENT The personnel specified in Appendix A will serve as points of contact for their respective organizations. The following provisions are a license agreement between NCTCOG and the Entity with respect to data products that are identified in section II. NCTCOG is the owner of and has the right to grant a license to use the said data products free of all liens, claims, encumbrances, and other restrictions and without otherwise violating any rights of any third party, including any patent, copyright, trade secret, or other proprietary rights. The NCTCOG data product may be distributed to the Entity on CD-ROM, DVD, or portable hard drive. The Entity will need to install and operate the NCTCOG data product on properly configured and compatible computer equipment running third party system and application software supplied by the Entity. The Entity will also need to insure that any required data not supplied by NCTCOG is in proper format and no other software or equipment having an adverse impact on the NCTCOG product is present. A. Licensed Operating Environment (1) Operating Equipment. In exchange for monetary consideration listed in section III, the Entity will be granted an exclusive operation license to install, store, load, execute, and display (collectively, "Use") the NCTCOG data product on as many local area networks and/or end -user workstations as the Entity reasonably needs in support of its own operation (the "Licensed Operating Environment"). Any software components of the NCTCOG data product are provided in machine-readable executable format only. (2) Authorized Users. Unless otherwise agreed in writing, the NCTCOG data product will be used by Entity officials, officers, employees, and authorized contractors only ("Authorized Users"). A contractor shall be deemed authorized to Use the data products by the Entity or NCTCOG if such Use is incidental to a larger relationship between the contractor and the Entity, and is used for purposes no greater than reasonably needed to achieve the objectives of an actual project undertaken in connection with that relationship. The contractor must agree in writing to be bound by the provisions of this Agreement. B. Permitted Uses (1) Use of NCTCOG Products. The Entity's Authorized Users may Use the NCTCOG data product in the Licensed Operating Environment for any use that furthers the Entity's internal operations or in furtherance of the Entity's mission. (2) Use of Generated Output or Other Data. Except as stated, the Entity will own all original works of authorship it may independently create. Digital output from the Entity's Use of the NCTCOG Data Product may be resized as desired and printed on black and white, color printers, or map plotters. Such printed hardcopies may be distributed to the Entity's officers, employees, citizens, contractors, or other persons in the regular course of business for their internal use or in connection with an actual transaction. Such printed output may be further copied, photographed, or reproduced digitally on the Internet. The Entity may charge a fee for such hardcopy printouts that exceed the actual direct cost of production. Without the prior written consent of NCTCOG, the Entity may not otherwise provide copied, digitized, reproduced, transmitted or disseminated, in whole or in part, any of the original digital data product in any form. 6/20/2017 II. OBLIGATIONS NCTCOG agrees to provide the Product(s) listed below for Entity's use consistent with the terms herein. Upon delivery of the product(s), NCTCOG shall invoice Entity in the amount(s) provided and Entity agrees to pay NCTCOG- Coverage Area: City of Anna Square miles = 62 Product Amount 2017 Orthophotography $5,270.00 2017 0.5m LiDAR $ .00 2017 2' Contours $ .00 2017 Impervious Surface Layer $ .00 2017 2-D Planimetrics $ .00 2017 3-D Planimetrics $ .00 2017 Cooperative Project Total $5,270.00 You have agreed to the payment terms listed below and have secured the total amount with purchase order (PO) number (Please enter a PO number if blank. If you have not yet secured a PO, please enter 9999). Invoice Date Fiscal Year or After Delivery Payment Years FY 2017 If a payment term has not been specified, please select FY 2017 or FY 2017-18 If your payment is spread across two fiscal years you will be invoiced 50% of the total amount each year. Upon receipt of the first invoice, the Entity had thirty (30) days to review the products and pay said invoice or the remaining amount owed to the North Central Texas Council of Governments (NCTCOG). III. TERMINATION The parties agree that the Entity may terminate this Agreement by providing thirty (30) days written notice to NCTCOG. Such notice shall be given to NCTCOG at the address set forth under its signature below. In the event of such termination, NCTCOG shall reimburse to the Entity pro - ratable portion of the contracted amount for services rendered. The Entity shall reimburse NCTCOG for staff time billed to the project up to termination at a rate of $95.00/hour. 6/20/2017 IV. MISCELLANEOUS Entirety of Agreement The terms and provisions of this Agreement constitute the entire agreement of the undersigned parties and in the event of a conflict between this Agreement and any attachment thereto, the terms of this Agreement shall prevail. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Texas and venue shall lie exclusively in Tarrant County, Texas. In performing its obligations hereunder, each party shall operate and perform in accordance with all applicable state and federal laws. Severability. In the event that one or more provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability of the Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provision of this Agreement, which shall remain in force and effect. Assignment. No party to this Agreement may assign or otherwise transfer any of its interest in this Agreement without the express written consent of the other party. Immunity. It is expressly understood and agreed that in the execution of this Agreement, that the parties, either individually orjointly, do not waive, nor shall they be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of its powers or functions. Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the Entity in any fiscal period for any payments due hereunder, Entity will notify NCTCOG of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Entity of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. Force Majeure. The Entity and NCTCOG shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control. (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. Certification. The undersigned are properly authorized to execute this Agreement on behalf of the parties. and each party certifies to the other that any necessary resolutions extending such authority have been fully passed and are now in full force and effect. 6/20/2017 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS /�� 06-20-2017 Mike Eastland Date Executive Director 616 Six Flags Drive, Suite 200 Arlington, Texas 76011 City of Anna Signature Name: Title: Street Address: City, State, Zip: Date APPROVED AS TO FORM: APPENDIX A 6/20/2017 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS MAIN CONTACT ADDITIONAL CONTACT Name: Shelley Broyles David Raybuck Title: GIS Project Coordinator Chief Technology Officer Department Research and Information Services Research and Information Services Organization: NCTCOG NCTCOG Street Address: 616 Six Flags Drive, Suite 200 616 Six Flags Drive, Suite 200 City, State, Zip Arlington, Texas 76011 Arlington, Texas 76011 Phone/Fax: (817) 695-9156 (817) 640-4428 (817) 608-2357 (817) 640-4428 E-mail: sbroyles@nctcog.org draybuck@nctcog.org 6/20/2017 I Item No. 5.f. City Council Agenda Staff Report Meeting Date: 9/26/2017 YOUR) HOMETOWN AGENDA ITEM: Resolution amending Authorized Representatives for the TexPool Participant Services. (Dana Thornhill) �Y�J►�i 1 Ji I_1:�'il Organized in 1989, TexPool is the largest and oldest local government investment pool in the State of Texas. TexPool currently provides investment services to over 2000 communities throughout Texas. The State Comptroller of Public Accounts oversees TexPool. Federated Investors is the full service provider to the pools managing the assets, providing Participant Services, and arranging for all custody and other functions in support of the pools operations under a contract with the Comptroller. Due to recent staffing changes, the City needs to amend the Authorized Representatives listed with TexPool Participant Services. The authorization will establish the individuals who are allowed to transmit funds for investment, withdraw funds, issue letters of instruction, and to take all actions deemed necessary or appropriate for the investment of city funds. In addition, this action authorizes one person to view account information only. The resolution for consideration will remove all authorized representatives currently on record and authorize new representatives for the City. The recommended Authorized Representatives are as follows: • Philip Sanders • Dana Thornhill • Alesia Thornhill • Sheila Alexander Regular Representative Regular Representative Regular Representative View or I nquiry Only STAFF RECOMMENDATION: Staff recommends approval of the attached Resolution authorizing the amendment of the authorized representatives for Texpool Participant Services. ATTACHMENTS: Description Upload Date Type Resolution 9/22/2017 Resolution CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS AMENDING THE AUTHORIZED REPRESENTATIVES AUTHORIZED TO TRANSACT BUSINESS WITH THE TEXAS LOCAL GOVERNMENT INVESTMENT POOL, "TEXPOOL/TEXPOOL PRIME", A PUBLIC FUNDS INVESTMENT POOL. WHEREAS, The City of Anna ("Participant") is a local government of the State of Texas and is empowered to delegate to a public funds investment pool the authority to invest funds and to act as custodian of investments purchased with local investment funds; and WHEREAS, it is the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity, and yield consistent with the Public Funds Investment Act; and WHEREAS, the Texas Local Government Investment Pool ("TexPool/TexPool Prime"), a public funds investment pool, was created on behalf of entities whose investment objective in order of priority are preservation and safety of principal, liquidity, and yield consistent with the Public Funds Investment Act. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated. The above referenced recitals are incorporated as if set forth in full for all purposes. Section 2. That the individuals, whose signatures appear in the Resolution, are Authorized Representatives of the City of Anna and are each hereby authorized to transmit funds for investment in Texpool/Texpool Prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction, and to take all other actions deemed necessary or appropriate for the investment of local government funds. Section 3. That an Authorized Representative of the Participant may be deleted by a written instrument signed by two remaining Authorized Representatives provided that the deleted Authorized Representative (1) is assigned job duties that no longer require access to the City of Anna's TexPool account or (2) is no longer employed by the Participant. Section 4. That the Participant may by Amending Resolution signed by the Participant add an Authorized Representative provided the additional Authorized Representative is an officer, employee, or agent of the Participant. List of the Authorized Representatives of the Participant. Any new individuals will be issued identification numbers to transact business with TexPool Participant Services. RES. PAGE 1 OF 2 1. Name Philip Sanders Title: City Manager Phone/Fax/Email 214-831-5301 Fax 972-924-2620 psanders(a)annatexas.gov Signature 2. Name Dana Thornhill Title: Finance Director Phone/Fax/Email 214-831-5371 Fax 972-924-2760 dthornhill(c�annatexas.gov Signature 3. Name Alesia Thornhill Title: Budget Analyst Phone/Fax/Email 214-831-5372 Fax 972-924-2760 athornhill(cDannatexas.gov Signature List the names of the Authorized Representative listed above that will have primary responsibility for performing transactions and receiving confirmations and monthly statements under the Participation Agreement. Name: Dana Thornhill, Finance Director Email: dthornhill(c�annatexas.gov Phone 214-831-5371 Fax 972-924-2760 In addition, and at the option of the Participant, one additional Authorized Representative can be designated to perform only inquiry of selected information. This limited representative cannot perform transactions. If the Participant desires to designate a representative with inquiry only, complete the following information. Name: Sheila Alexander, Accountant II Email: salexander(a-anntexas.gov Phone 214-831-5375 Fax 972-924-2760 Section 4. This Resolution and its authorization shall continue in full force and effect until amended by the Participant, and until TexPool Participant Services receives a copy of any such amendment or revocation. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 26th day of September, 2017. APPROVED: ATTEST: Justin Burr, Mayor Pro Tern Carrie L. Smith, City Secretary RES. PAGE 2 OF 2 I Item No. 6. City Council Agenda Staff Report Meeting Date: 9/26/2017 YfOUR? HOMETOWN AGENDA ITEM: Consider/Discuss/Action regarding a Resolution authorizing a Master Lease Agreement for the lease of City vehicles and a Full Maintenance Agreement for fleet management services with Enterprise Fleet Management. (Dana Thornhill) SUMMARY: In order to improve the City's ability to budget for future fleet replacements, the funding for an equity lease agreement with Enterprise Fleet Management for vehicle replacement and maintenance services was included in the budget amendment for the FY 2017 Budget as well as the FY 2018 Adopted Budget. This will allow the City to replace vehicles in a more timely manner which reduces maintenance and fuel costs and allows the City to receive a larger amount of equity out of the sale of the vehicles. With this program, all maintenance costs will be a fixed for non - emergency vehicles. Supervisors will also have access to a dashboard to track fuel costs and receive maintenance alerts to ensure needed work is completed. Staff will present a brief presentation reflecting the projected cost for the 5 year lease program and the services that are provided through the full maintenance agreement. STAFF RECOMMENDATION: Staff recommends approval of the attached Resolution authorizing the City Manager to execute an agreement with Enterprise Fleet Management for the lease of city vehicles and an agreement with Enterprise Fleet Management for fleet management services. ATTACHMENTS: Description Resolution Authorizing Enterprise Agreements Exhibit 1 Master Lease Agreement Exhibit 1AAddendum to Master Lease Agreement Exhibit 2 Full Maintenance Agreement Exhibit 2A Addendum to Full Maintenance Agreement Self Insurance Addendum Upload Date Type 9/22/2017 Resolution 9/18/2017 Staff Report 9/18/2017 Staff Report 9/18/2017 Staff Report 9/18/2017 Staff Report 9/21/2017 Staff Report Authorized Signature Certifcate 9/21/2017 Staff Report Award Letter 9/21/2017 Staff Report CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING THE MASTER LEASE AGREEMENT AND FULL MAINTENANCE AGREEMENT WITH ENTERPRISE FLEET MANAGEMENT. WHEREAS, the City Council of the City of Anna, Texas (the City Council) desires to approve and authorize the engagement of Enterprise Fleet Management for the lease of city vehicles and fleet maintenance services described in the attached Master Lease Agreement and the Full Maintenance Agreement that is attached hereto as Exhibit 1 and Exhibit 2 respectively and incorporated herein as if set forth in full; and, WHEREAS, the City Council has determined that the services of Enterprise Fleet Management will benefit the City by improving the City's ability to budget for future fleet replacements, reduce maintenance and fuel costs, and provide fixed maintenance costs for non -emergency vehicles; and, WEREAS, the City Council recognizes that the Agreement between the City and Enterprise Fleet Management be approved and the City Manager's execution of same should be authorized and approved, as set forth herein; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals set forth above are incorporated herein for all purposes as if set forth in full for all purposes. Section 2. Approval and Authorization of the Agreement. The City Council hereby approves the Agreements attached hereto as Exhibit 1 and Exhibit 2, and authorizes, ratifies, and approves the City Manager's execution of same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the agreements. PASSED AND APPROVED by the City Council of the City of Anna, Texas this the 26th day of September, 2017. ATTESTED: APPROVED: City Secretary, Carrie L. Smith Mayor Pro-tem, Justin Burr MASTER EQUITY LEASE AGREEMENT This Master Equity Lease Agreement is entered into this tenth day of September, 2017, by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor"), and the lessee whose name and address is set forth on the signature page below ("Lessee"). 1. LEASE OF VEHICLES: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the vehicles (individually, a "Vehicle" and collectively, the "Vehicles") described in the schedules from time to time delivered by Lessor to Lessee as set forth below ("Schedule(s)") for the rentals and on the terms set forth in this Agreement and in the applicable Schedule. References to this "Agreement" shall include this Master Equity Lease Agreement and the various Schedules and addenda to this Master Equity Lease Agreement. Lessor will, on or about the date of delivery of each Vehicle to Lessee, send Lessee a Schedule covering the Vehicle, which will include, among other things, a description of the Vehicle, the lease term and the monthly rental and other payments due with respect to the Vehicle. The terms contained in each such Schedule will be binding on Lessee unless Lessee objects in writing to such Schedule within ten (10) days after the date of delivery of the Vehicle covered by such Schedule. Lessor is the sole legal owner of each Vehicle. This Agreement is a lease only and Lessee will have no right, title or interest in or to the Vehicles except for the use of the Vehicles as described in this Agreement. This Agreement shall be treated as a true lease for federal and applicable state income tax purposes with Lessor having all benefits of ownership of the Vehicles. It is understood and agreed that Enterprise Fleet Management, Inc. or an affiliate thereof (together with any subservicer, agent, successor or assign as servicer on behalf of Lessor, "Servicer") may administer this Agreement on behalf of Lessor and may perform the service functions herein provided to be performed by Lessor. 2. TERM: The term of this Agreement ("Term") for each Vehicle begins on the date such Vehicle is delivered to Lessee (the "Delivery Date") and, unless terminated earlier in accordance with the terms of this Agreement, continues for the "Lease Term" as described in the applicable Schedule. 3. RENT AND OTHER CHARGES: (a) Lessee agrees to pay Lessor monthly rental and other payments according to the Schedules and this Agreement. The monthly payments will be in the amount listed as the "Total Monthly Rental Including Additional Services" on the applicable Schedule (with any portion of such amount identified as a charge for maintenance services under Section 4 of the applicable Schedule being payable to Lessor as agent for Enterprise Fleet Management, Inc.) and will be due and payable in advance on the first day of each month. If a Vehicle is delivered to Lessee on any day other than the first day of a month, monthly rental payments will begin on the first day of the next month. In addition to the monthly rental payments, Lessee agrees to pay Lessor a pro -rated rental charge for the number of days that the Delivery Date precedes the first monthly rental payment date. A portion of each monthly rental payment, being the amount designated as "Depreciation Reserve" on the applicable Schedule, will be considered as a reserve for depreciation and will be credited against the Delivered Price of the Vehicle for purposes of computing the Book Value of the Vehicle under Section 3(c). Lessee agrees to pay Lessor the "Total Initial Charges" set forth in each Schedule on the due date of the first monthly rental payment under such Schedule. Lessee agrees to pay Lessor the "Service Charge Due at Lease Termination" set forth in each Schedule at the end of the applicable Term (whether by reason of expiration, early termination or otherwise). (b) In the event the Term for any Vehicle ends prior to the last day of the scheduled Term, whether as a result of a default by Lessee, a Casualty Occurrence or any other reason, the rentals and management fees paid by Lessee will be recalculated in accordance with the rule of 78's and the adjusted amount will be payable by Lessee to Lessor on the termination date. (c) Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty (30) days after the end of the applicable Term. Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-eight (48) months (including any extension of the Term for such Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles) or (iii) in the sole judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentence. The "Book Value" of a Vehicle means the sum of (i) the "Delivered Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle. (d) Any security deposit of Lessee will be returned to Lessee at the end of the applicable Term, except that the deposit will first be applied to any losses and/or damages suffered by Lessor as a result of Lessee's breach of or default under this Agreement and/or to any other amounts then owed by Lessee to Lessor. (e) Any rental payment or other amount owed by Lessee to Lessor which is not paid within twenty (20) days after its due date will accrue interest, payable on demand of Lessor, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate permitted by applicable law (the "Default Rate"). (f) If Lessee fails to pay any amount due under this Agreement or to comply with any of the covenants contained in this Agreement, Lessor, Sevicer or any other agent of Lessor may, at its option, pay such amounts or perform such covenants and all sums paid or incurred by Lessor in connection therewith will be repayable by Lessee to Lessor upon demand together with interest thereon at the Default Rate. (g) Lessee's obligations to make all payments of rent and other amounts under this Agreement are absolute and unconditional and such payments shall be made in immediately available funds without setoff, counterclaim or deduction of any kind. Lessee acknowledges and agrees that neither any Casualty Occurrence to any Vehicle nor any defect, unfitness or lack of governmental approval in, of, or with respect to, any Vehicle regardless of the cause or consequence nor any breach by Enterprise Fleet Management, Inc. of any maintenance agreement between Enterprise Fleet Management, Inc. and Lessee covering any Vehicle regardless of the cause or consequence will relieve Lessee from the performance of any of its obligations under this Agreement, including, without limitation, the payment of rent and other amounts under this Agreement. 4. USE AND SURRENDER OF VEHICLES: Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed the manufacturer's trailer towing recommendations. Lessee agrees that no Vehicle is intended to be or will be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first obtaining Lessor's written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro -rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee's failure to return any Vehicle as required hereunder. Initials: EFM Cust Page 1 5. COSTS, EXPENSES, FEES AND CHARGES: Lessee agrees to pay all costs, expenses, fees, charges, fines, tickets, penalties and taxes (other than federal and state income taxes on the income of Lessor) incurred in connection with the titling, registration, delivery, purchase, sale, rental, use or operation of the Vehicles during the Term. If Lessor, Servicer or any other agent of Lessor incurs any such costs or expenses, Lessee agrees to promptly reimburse Lessor for the same. 6. LICENSE AND CHARGES: Each Vehicle will be titled and licensed in the name designated by Lessor at Lessee's expense. Certain other charges relating to the acquisition of each Vehicle and paid or satisfied by Lessor have been capitalized in determining the monthly rental, treated as an initial charge or otherwise charged to Lessee. Such charges have been determined without reduction for trade-in, exchange allowance or other credit attributable to any Lessor -owned vehicle. 7. REGISTRATION PLATES, ETC.: Lessee agrees, at its expense, to obtain in the name designated by Lessor all registration plates and other plates, permits, inspections and/or licenses required in connection with the Vehicles, except for the initial registration plates which Lessor will obtain at Lessee's expense. The parties agree to cooperate and to furnish any and all information or documentation, which may be reasonably necessary for compliance with the provisions of this Section or any federal, state or local law, rule, regulation or ordinance. Lessee agrees that it will not permit any Vehicle to be located in a state other than the state in which such Vehicle is then titled for any continuous period of time that would require such Vehicle to become subject to the titling and/or registration laws of such other state. 8. MAINTENANCE OF AND IMPROVEMENTS TO VEHICLES: (a) Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or improvements to a Vehicle will become and remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in no instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repairs or replacements of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in connection with any Vehicle or this Agreement. (b) Lessor and Lessee acknowledge and agree that if Section 4 of a Schedule includes a charge for maintenance, (i) the Vehicle(s) covered by such Schedule are subject to a separate maintenance agreement between Enterprise Fleet Management, Inc. and Lessee and (ii) Lessor shall have no liability or responsibility for any failure of Enterprise Fleet Management, Inc. to perform any of its obligations thereunder or to pay or reimburse Lessee for its payment of any costs and expenses incurred in connection with the maintenance or repair of any such Vehicle(s). 9. SELECTION OF VEHICLES AND DISCLAIMER OF WARRANTIES: (a) LESSEE ACCEPTANCE OF DELIVERY AND USE OF EACH VEHICLE WILL CONCLUSIVELY ESTABLISH THAT SUCH VEHICLE IS OF A SIZE, DESIGN, CAPACITY, TYPE AND MANUFACTURE SELECTED BY LESSEE AND THAT SUCH VEHICLE IS IN GOOD CONDITION AND REPAIR AND IS SATISFACTORY IN ALL RESPECTS AND IS SUITABLE FOR LESSEE'S PURPOSE. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT A MANUFACTURER OF ANY VEHICLE OR AN AGENT OF A MANUFACTURER OF ANY VEHICLE. (b) LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY VEHICLE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE. THE VEHICLES ARE LEASED "AS IS," "WITH ALL FAULTS." All warranties made by any supplier, vendor and/or manufacturer of a Vehicle are hereby assigned by Lessor to Lessee for the applicable Term and Lessee's only remedy, if any, is against the supplier, vendor or manufacturer of the Vehicle. (c) None of Lessor, Servicer or any other agent of Lessor will be liable to Lessee for any liability, claim, loss, damage (direct, incidental or consequential) or expense of any kind or nature, caused directly or indirectly, by any Vehicle or any inadequacy of any Vehicle for any purpose or any defect (latent or patent) in any Vehicle or the use or maintenance of any Vehicle or any repair, servicing or adjustment of or to any Vehicle, or any delay in providing or failure to provide any Vehicle, or any interruption or loss of service or use of any Vehicle, or any loss of business or any damage whatsoever and however caused. In addition, none of Lessor, Servicer or any other agent of Lessor will have any liability to Lessee under this Agreement or under any order authorization form executed by Lessee if Lessor is unable to locate or purchase a Vehicle ordered by Lessee or for any delay in delivery of any Vehicle ordered by Lessee. 10. RISK OF LOSS: Lessee assumes and agrees to bear the entire risk of loss of, theft of, damage to or destruction of any Vehicle from any cause whatsoever ("Casualty Occurrence"). In the event of a Casualty Occurrence to a Vehicle, Lessee shall give Lessor prompt notice of the Casualty Occurrence and thereafter will place the applicable Vehicle in good repair, condition and working order; provided, however, that if the applicable Vehicle is determined by Lessor to be lost, stolen, destroyed or damaged beyond repair (a "Totaled Vehicle"), Lessee agrees to pay Lessor no later than the date thirty (30) days after the date of the Casualty Occurrence the amounts owed under Sections 3(b) and 3(c) with respect to such Totaled Vehicle. Upon such payment, this Agreement will terminate with respect to such Totaled Vehicle. 11. INSURANCE: (a) Lessee agrees to purchase and maintain in force during the Term, insurance policies in at least the amounts listed below covering each Vehicle, to be written by an insurance company or companies satisfactory to Lessor, insuring Lessee, Lessor and any other person or entity designated by Lessor against any damage, claim, suit, action or liability: (i) Commercial Automobile Liability Insurance (including Uninsured/Underinsured Motorist Coverage and No -Fault Protection where required by law) for the limits listed below (Note - $2,000,000 Combined Single Limit Bodily Injury and Property Damage with No Deductible is required for each Vehicle capable of transporting more than 8 passengers): State of Vehicle Registration Coverage Connecticut, Massachusetts, Maine, New Hampshire, New $1,000,000 Combined Single Limit Bodily Injury and Property Jersey, New York, Pennsylvania, Rhode Island, and Vermont Damage - No Deductible Florida All Other States (ii) Physical Damage Insurance (Collision & Comprehensive): occurrence - Collision and $250 per occurrence - Comprehensive). $500,000 Combined Single Limit Bodily Injury and Property Damage or $100,000 Bodily Injury Per Person, $300,000 Per Occurrence and $50,000 Property Damage (100/300/50) - No Deductible $300,000 Combined Single Limit Bodily Injury and Property Damage or $100,000 Bodily Injury Per Person, $300,000 Per Occurrence and $50,000 Property Damage (100/300/50) - No Deductible Actual cash value of the applicable Vehicle. Maximum deductible of $500 per Initials: EFM Cust Page 2 If the requirements of any governmental or regulatory agency exceed the minimums stated in this Agreement, Lessee must obtain and maintain the higher insurance requirements. Lessee agrees that each required policy of insurance will by appropriate endorsement or otherwise name Lessor and any other person or entity designated by Lessor as additional insureds and loss payees, as their respective interests may appear. Further, each such insurance policy must provide the following: (i) that the same may not be cancelled, changed or modified until after the insurer has given to Lessor, Servicer and any other person or entity designated by Lessor at least thirty (30) days prior written notice of such proposed cancellation, change or modification, (ii) that no act or default of Lessee or any other person or entity shall affect the right of Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns to recover under such policy or policies of insurance in the event of any loss of or damage to any Vehicle and (iii) that the coverage is "primary coverage" for the protection of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns notwithstanding any other coverage carried by Lessee, Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns protecting against similar risks. Original certificates evidencing such coverage and naming Lessor, Servicer, any other agent of Lessor and any other person or entity designated by Lessor as additional insureds and loss payees shall be furnished to Lessor prior to the Delivery Date, and annually thereafter and/or as reasonably requested by Lessor from time to time. In the event of default, Lessee hereby appoints Lessor, Servicer and any other agent of Lessor as Lessee's attorney -in -fact to receive payment of, to endorse all checks and other documents and to take any other actions necessary to pursue insurance claims and recover payments if Lessee fails to do so. Any expense of Lessor, Servicer or any other agent of Lessor in adjusting or collecting insurance shall be borne by Lessee. Lessee, its drivers, servants and agents agree to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action. (b) Notwithstanding the provisions of Section 11(a) above: (i) if Section 4 of a Schedule includes a charge for physical damage waiver, Lessor agrees that (A) Lessee will not be required to obtain or maintain the minimum physical damage insurance (collision and comprehensive) required under Section 11(a) for the Vehicle(s) covered by such Schedule and (B) Lessor will assume the risk of physical damage (collision and comprehensive) to the Vehicle(s) covered by such Schedule; provided, however, that such physical damage waiver shall not apply to, and Lessee shall be and remain liable and responsible for, damage to a covered Vehicle caused by wear and tear or mechanical breakdown or failure, damage to or loss of any parts, accessories or components added to a covered Vehicle by Lessee without the prior written consent of Lessor and/or damage to or loss of any property and/or personal effects contained in a covered Vehicle. In the event of a Casualty Occurrence to a covered Vehicle, Lessor may, at its option, replace, rather than repair, the damaged Vehicle with an equivalent vehicle, which replacement vehicle will then constitute the "Vehicle" for purposes of this Agreement; and (ii) if Section 4 of a Schedule includes a charge for commercial automobile liability enrollment, Lessor agrees that it will, at its expense, obtain for and on behalf of Lessee, by adding Lessee as an additional insured under a commercial automobile liability insurance policy issued by an insurance company selected by Lessor, commercial automobile liability insurance satisfying the minimum commercial automobile liability insurance required under Section 11(a) for the Vehicle(s) covered by such Schedule. Lessor may at any time during the applicable Term terminate said obligation to provide physical damage waiver and/or commercial automobile liability enrollment and cancel such physical damage waiver and/or commercial automobile liability enrollment upon giving Lessee at least ten (10) days prior written notice. Upon such cancellation, insurance in the minimum amounts as set forth in 11(a) shall be obtained and maintained by Lessee at Lessee's expense. An adjustment will be made in monthly rental charges payable by Lessee to reflect any such change and Lessee agrees to furnish Lessor with satisfactory proof of insurance coverage within ten (10) days after mailing of the notice. In addition, Lessor may change the rates charged by Lessor under this Section 11(b) for physical damage waiver and/or commercial automobile liability enrollment upon giving Lessee at least thirty (30) days prior written notice. 12. INDEMNITY: To the extent permitted by state law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to the law. 13. INSPECTION OF VEHICLES; ODOMETER DISCLOSURE; FINANCIAL STATEMENTS: Lessee agrees to accomplish, at its expense, all inspections of the Vehicles required by any governmental authority during the Term. Lessor, Servicer, any other agent of Lessor and any of their respective successors or assigns will have the right to inspect any Vehicle at any reasonable time(s) during the Term and for this purpose to enter into or upon any building or place where any Vehicle is located. Lessee agrees to comply with all odometer disclosure laws, rules and regulations and to provide such written and signed disclosure information on such forms and in such manner as directed by Lessor. Providing false information or failure to complete the odometer disclosure form as required by law may result in fines and/or imprisonment. Lessee hereby agrees to promptly deliver to Lessor such financial statements and other financial information regarding Lessee as Lessor may from time to time reasonably request. 14. DEFAULT; REMEDIES: The following shall constitute events of default ("Events of Default") by Lessee under this Agreement: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for ten (10) days; (b) if Lessee fails to perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee fails to perform, keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; (f) the occurrence of a material adverse change in the financial condition or business of Lessee or any guarantor; or (g) if Lessee or any guarantor is in default under or fails to comply with any other present or future agreement with or in favor of Lessor, The Crawford Group, Inc. or any direct or indirect subsidiary of The Crawford Group, Inc.. For purposes of this Section 14, the term "guarantor' shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement. Upon the occurrence of any Event of Default, Lessor, without notice to Lessee, will have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles; (b) Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns by reason of Lessee's default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights Initials: EFM Cust Page 3 under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii) in each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any indemnities under this Agreement. All remedies of Lessor under this Agreement or at law or in equity are cumulative. 15. ASSIGNMENTS: Lessor may from time to time assign, pledge or transfer this Agreement and/or any or all of its rights and obligations under this Agreement to any person or entity. Lessee agrees, upon notice of any such assignment, pledge or transfer of any amounts due or to become due to Lessor under this Agreement to pay all such amounts to such assignee, pledgee or transferee. Any such assignee, pledgee or transferee of any rights or obligations of Lessor under this Agreement will have all of the rights and obligations that have been assigned to it. Lessee's rights and interest in and to the Vehicles are and will continue at all times to be subject and subordinate in all respects to any assignment, pledge or transfer now or hereafter executed by Lessor with or in favor of any such assignee, pledgee or transferee, provided that Lessee shall have the right of quiet enjoyment of the Vehicles so long as no Event of Default under this Agreement has occurred and is continuing. Lessee acknowledges and agrees that the rights of any assignee, pledgee or transferee in and to any amounts payable by the Lessee under any provisions of this Agreement shall be absolute and unconditional and shall not be subject to any abatement whatsoever, or to any defense, setoff, counterclaim or recoupment whatsoever, whether by reason of any damage to or loss or destruction of any Vehicle or by reason of any defect in or failure of title of the Lessor or interruption from whatsoever cause in the use, operation or possession of any Vehicle, or by reason of any indebtedness or liability howsoever and whenever arising of the Lessor or any of its affiliates to the Lessee or to any other person or entity, or for any other reason. Without the prior written consent of Lessor, Lessee may not assign, sublease, transfer or pledge this Agreement, any Vehicle, or any interest in this Agreement or in and to any Vehicle, or permit its rights under this Agreement or any Vehicle to be subject to any lien, charge or encumbrance. Lessee's interest in this Agreement is not assignable and cannot be assigned or transferred by operation of law. Lessee will not transfer or relinquish possession of any Vehicle (except for the sole purpose of repair or service of such Vehicle) without the prior written consent of Lessor. 16. MISCELLANEOUS: This Agreement contains the entire understanding of the parties. This Agreement may only be amended or modified by an instrument in writing executed by both parties. Lessor shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Agreement and no waiver whatsoever shall be valid unless in writing and signed by Lessor and then only to the extent therein set forth. A waiver by Lessor of any right or remedy under this Agreement on any one occasion shall not be construed as a bar to any right or remedy, which Lessor would otherwise have on any future occasion. If any term or provision of this Agreement or any application of any such term or provision is invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision will not be affected thereby. Giving of all notices under this Agreement will be sufficient if mailed by certified mail to a party at its address set forth below or at such other address as such party may provide in writing from time to time. Any such notice mailed to such address will be effective one (1) day after deposit in the United States mail, duly addressed, with certified mail, postage prepaid. Lessee will promptly notify Lessor of any change in Lessee's address. This Agreement may be executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Lessor will be the original lease for purposes of applicable law. All of the representations, warranties, covenants, agreements and obligations of each Lessee under this Agreement (if more than one) are joint and several. 17. SUCCESSORS AND ASSIGNS; GOVERNING LAW: Subject to the provisions of Section 15, this Agreement will be binding upon Lessee and its heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessor, Servicer, any other agent of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Missouri (determined without reference to conflict of law principles). 18. NON -PETITION: Each party hereto hereby covenants and agrees that, prior to the date which is one year and one day after payment in full of all indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 18 shall survive termination of this Master Equity Lease Agreement. 19. NON -APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor acknowledges that Lessee is a municipal corporation, is precluded by the County or State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies of the County or State to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any Schedules relating hereto are contingent upon appropriation of funds. The parties further agree that should the County or State fail to appropriate such funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, Lessor reserves the right to be paid for any reasonable damages. These reasonable damages will be limited to the losses incurred by the Lessor for having to sell the vehicles on the open used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this Agreement). IN WITNESS WHEREOF, Lessor and Lessee have duly executed this Master Equity Lease Agreement as of the day and year first above written. LESSEE: City of Anna LESSOR: Enterprise FM Trust By: Enterprise Fleet Management, Inc., its attorney in fact By: By: Title: Title: Address: 101 S Powell Pkwy. Address: Anna, TX 75409 Date Signed: Date Signed Phil Bevel Finance Manager 1420 W. Mockingbird Lane, Ste. 640 Dallas, TX 75247 Initials: EFM Cost Page 4 AMENDMENT TO MASTER EQUITY LEASE AGREEMENT THIS AMENDMENT ("Amendment") dated this day of September, 2017 is attached to, and made a part of, the MASTER EQUITY LEASE AGREEMENT entered into on the day of September, 2017 ("Agreement") by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor") and City of Anna ("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the parties. Section 3(c) of the Master Equity Lease Agreement is amended to read as follows: Lessee agrees to pay Lessor within thirty (30) days after the end of the Term for each Vehicle, additional rent equal to the excess, if any, of the Book Value of such Vehicle over the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule. If the Book Value of such Vehicle is less than the greater of (i) the wholesale value of such Vehicle as determined by Lessor in good faith or (ii) except as provided below, twenty percent (20%) of the Delivered Price of such Vehicle as set forth in the applicable Schedule, Lessor agrees to pay such deficiency to Lessee as a terminal rental adjustment within thirty (30) days after the end of the applicable Term. Notwithstanding the foregoing, if (i) the Term for a Vehicle is greater than forty-eight (48) months (including any extension of the Term for such Vehicle), (ii) the mileage on a Vehicle at the end of the Term is greater than 15,000 miles per year on average (prorated on a daily basis) (i.e., if the mileage on a Vehicle with a Term of thirty-six (36) months is greater than 45,000 miles) or (iii) in the reasonable judgment of Lessor, a Vehicle has been subject to damage or any abnormal or excessive wear and tear, the calculations described in the two immediately preceding sentences shall be made without giving effect to clause (ii) in each such sentence. The "Book Value" of a Vehicle means the sum of (i) the "Delivered Price" of the Vehicle as set forth in the applicable Schedule minus (ii) the total Depreciation Reserve paid by Lessee to Lessor with respect to such Vehicle plus (iii) all accrued and unpaid rent and/or other amounts owed by Lessee with respect to such Vehicle. Section 3(g) of the Master Equity Lease Agreement is amended to include the following paragraph: In the event Lessee notifies Lessor of any claim or dispute under this Agreement, and/or any claim involving the Vehicle, Lessor will, in good faith, attempt to resolve the Lessee's claims in a manner satisfactory to all parties and Lessor will provide commercially reasonable assistance to Lessee in any communications and/or negotiations with the Vehicle's manufacturer with respect to claims relating to such Vehicle. Section 4 of the Master Equity Lease Agreement is amended to read as follows Lessee agrees to allow only duly authorized, licensed and insured drivers to use and operate the Vehicles. Lessee agrees to comply with, and cause its drivers to comply with, all laws, statutes, rules, regulations and ordinances and the provisions of all insurance policies affecting or covering the Vehicles or their use or operation. Lessee agrees to keep the Vehicles free of all liens, charges and encumbrances. Lessee agrees that in no event will any Vehicle be used or operated for transporting hazardous substances or persons for hire, for any illegal purpose or to pull trailers that exceed the manufacturer's trailer towing recommendations. Lessee may from time to time, transport chemicals, pesticides, or gasoline for business purposes that do not require posting of a placard or additional insurance to transport. Lessee agrees that no Vehicle is intended to be or will be utilized as a "school bus" as defined in the Code of Federal Regulations or any applicable state or municipal statute or regulation. Lessee agrees not to remove any Vehicle from the continental United States without first obtaining Lessor's written consent. At the expiration or earlier termination of this Agreement with respect to each Vehicle, or upon demand by Lessor made pursuant to Section 14, Lessee at its risk and expense agrees to return such Vehicle to Lessor at such place as mutually agreed upon by Lessor and Lessee and by such reasonable means as may be designated by Lessor. If for any reason Lessee fails to return any Vehicle to Lessor as and when required in accordance with this Section, Lessee agrees to pay Lessor additional rent for such Vehicle at twice the normal pro -rated daily rent. Acceptance of such additional rent by Lessor will in no way limit Lessor's remedies with respect to Lessee's failure to return any Vehicle as required hereunder. Section 8(a) first paragraph of the Master Equity Lease Agreement is amended to read as follows: Lessee agrees, at its expense, to (i) maintain the Vehicles in good condition, repair, maintenance and running order and in accordance with all manufacturer's instructions and warranty requirements and all legal requirements and (ii) furnish all labor, materials, parts and other essentials required for the proper operation and maintenance of the Vehicles. Any alterations, additions, replacement parts or improvements to a Vehicle will become and remain the property of Lessor and will be returned with such Vehicle upon such Vehicle's return pursuant to Section 4. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Lessee shall have the right to remove any additional equipment installed by Lessee on a Vehicle prior to returning such Vehicle to Lessor under Section 4. The value of such alterations, additions, replacement parts and improvements will in no instance be regarded as rent. Without the prior written consent of Lessor, Lessee will not make any alterations, additions, replacement parts or improvements to any Vehicle which detract from its economic value or functional utility. Lessor will not be required to make any repairs or replacements of any nature or description with respect to any Vehicle, to maintain or repair any Vehicle or to make any expenditure whatsoever in connection with any Vehicle or this Agreement. Section 11(a) third paragraph of the Master Equity Lease Agreement is amended to read as follows Lessee shall cause its drivers, servants and agents to cooperate fully with Lessor, Servicer, any other agent of Lessor and any insurance carriers in the investigation, defense and prosecution of all claims or suits arising from the use or operation of any Vehicle. If any claim is made or action commenced for death, personal injury or property damage resulting from the ownership, maintenance, use or operation of any Vehicle, Lessee will promptly notify Lessor of such action or claim and forward to Lessor a copy of every demand, notice, summons or other process received in connection with such claim or action. Section 12 of the Master Equity Lease Agreement is amended to read as follows INDEMNITY: Except in the event of the negligence or willful misconduct of Servicer and to the extent permitted by Texas law, Lessee agrees to defend and indemnify Lessor, Servicer, any other agent of Lessor and their respective successors and assigns from and against any and all losses, damages, liabilities, suits, claims, demands, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) which Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns may incur by reason of Lessee's breach or violation of, or failure to observe or perform, any term, provision or covenant of this Agreement, or as a result of any loss, damage, theft or destruction of any Vehicle or related to or arising out of or in connection with the use, operation or condition of any Vehicle. The provisions of this Section 12 shall survive any expiration or termination of this Agreement. Nothing herein shall be deemed to affect the rights, privileges, and immunities of Lessee and the foregoing indemnity provision is not intended to be a waiver of any sovereign immunity afforded to Lessee pursuant to Texas law. Section 14 of the Master Equity Lease Agreement is amended to read as follows: The following shall constitute events of default ("Events of Default") by Lessee under this Agreement: (a) if Lessee fails to pay when due any rent or other amount due under this Agreement and any such failure shall remain unremedied for thirty (30) days; (b) if Lessee fails to perform, keep or observe any term, provision or covenant contained in Section 11 of this Agreement; (c) if Lessee fails to perform, keep or observe any other term, provision or covenant contained in this Agreement and any such failure shall remain unremedied for thirty (30) days after written notice thereof is given by Lessor, Servicer or any other agent of Lessor to Lessee; (d) any seizure or confiscation of any Vehicle or any other act (other than a Casualty Occurrence) otherwise rendering any Vehicle unsuitable for use (as determined by Lessor); (e) if any present or future guaranty in favor of Lessor of all or any portion of the obligations of Lessee under this Agreement shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of any such guaranty shall be contested or denied by any guarantor, or if any guarantor shall deny that it, he or she has any further liability or obligation under any such guaranty or if any guarantor shall fail to comply with or observe any of the terms, provisions or conditions contained in any such guaranty; or (f) the occurrence of a material adverse change in the financial condition or business of Lessee or any guarantor. For purposes of this Section 14, the term "guarantor" shall mean any present or future guarantor of all or any portion of the obligations of Lessee under this Agreement. Upon the occurrence of any Event of Default, Lessor, with notice to Lessee will have the right to exercise concurrently or separately (and without any election of remedies being deemed made), the following remedies: (a) Lessor may demand and receive immediate possession of any or all of the Vehicles from Lessee, without releasing Lessee from its obligations under this Agreement; if Lessee fails to surrender possession of the Vehicles to Lessor on default (or termination or expiration of the Term), Lessor, Servicer, any other agent of Lessor and any of Lessor's independent contractors shall have the right to enter upon any premises where the Vehicles may be located and to remove and repossess the Vehicles upon ten (10) days prior written notice to Lessee and with an escort from Lessee during regular business hours; (b) Lessor may enforce performance by Lessee of its obligations under this Agreement; (c) Lessor may recover damages and expenses sustained by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns directly and solely attributable to of Lessee's default including, to the extent permitted by applicable law, all costs and expenses, including court costs and reasonable attorneys' fees and expenses, incurred by Lessor, Servicer, any other agent of Lessor or any of their respective successors or assigns in attempting or effecting enforcement of Lessor's rights under this Agreement (whether or not litigation is commenced) and/or in connection with bankruptcy or insolvency proceedings; (d) upon written notice to Lessee, Lessor may terminate Lessee's rights under this Agreement; (e) with respect to each Vehicle, Lessor may recover from Lessee all amounts owed by Lessee under Sections 3(b) and 3(c) of this Agreement (and, if Lessor does not recover possession of a Vehicle, (i) the estimated wholesale value of such Vehicle for purposes of Section 3(c) shall be deemed to be $0.00 and (ii) the calculations described in the first two sentences of Section 3(c) shall be made without giving effect to clause (ii) in each such sentence); and/or (f) Lessor may exercise any other right or remedy which may be available to Lessor under applicable provisions of the Uniform Commercial Code, any other applicable law or in equity. A termination of this Agreement shall occur only upon written notice by Lessor to Lessee. Any termination shall not affect Lessee's obligation to pay all amounts due for periods prior to the effective date of such termination or Lessee's obligation to pay any indemnities under this Agreement. All remedies of Lessor under this Agreement or applicable law or in equity are cumulative. Section 17 of the Master Equity Lease Agreement is amended to read as follows: Subject to the provisions of Section 15, this Agreement will be binding upon Lessor and Lessee and their respective heirs, executors, personal representatives, successors and assigns, and will inure to the benefit of Lessee, Lessor, Servicer, any other agent of Lessor and their respective successors and assigns. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Texas (determined without reference to conflict of law principles). Section 18 of the Master Equity Lease Agreement is amended to read as follows: Each party hereto hereby covenants and agrees that, with respect to this Agreement and prior to the date which is one year and one day after payment in full of all indebtedness of Lessor, it shall not institute against, or join any other person in instituting against, Lessor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. The provisions of this Section 18 shall survive termination of this Master Equity Lease Agreement. Section 19 of the Master Equity Lease Agreement is amended to read as follows: NON -APPROPRIATION: Lessee's funding of this Agreement shall be on a Fiscal Year basis and is subject to annual appropriations. Lessor acknowledges that Lessee is a municipal Corporation, and being a unit of government, is precluded by the Texas State Constitution and other laws from entering into obligations that financially bind future governing bodies, and that, therefore, nothing in this Agreement shall constitute an obligation of future legislative bodies to appropriate funds for purposes of this Agreement. Accordingly, the parties agree that the lease terms within this Agreement or any Schedules relating hereto are contingent upon appropriation of funds by the Lessee. The parties further agree that should the Lessee fail to appropriate such funds, the Lessor shall be paid all rentals due and owing hereunder up until the actual day of termination. In addition, the parties agree that Lessor may recover the losses, if any, actually incurred by the Lessor for having to sell the vehicles on the open used car market prior to the end of the scheduled term (as determined in Section 3 and Section 14 of this Agreement). No term of this Agreement relieves Lessor of its obligation to take all reasonable measures to minimize any losses arising from termination of this Agreement due to Lessee's failure to appropriate funds. All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed. IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment to Master Equity Lease Agreement as of the day of September, 2017. City of Anna (Lessee) Enterprise FM Trust (Lessor) By: Enterprise Fleet Management, Inc., its attorney in fact By By, Title: Title: MAINTENANCE AGREEMENT This Maintenance Agreement (this "Agreement") is made and entered into this tenth day of September, 2017, by Enterprise Fleet Management, Inc., a Missouri corporation ("EFM"), and City of Anna ("Lessee"). WITNESSETH 1. LEASE. Reference is hereby made to that certain Master Equity Lease Agreement dated as of the tenth day of September, 2017, by and between Enterprise FM Trust, a Delaware statutory trust, as lessor ("Lessor"), and Lessee, as lessee (as the same may from time to time be amended, modified, extended, renewed, supplemented or restated, the "Lease'). All capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Lease. 2. COVERED VEHICLES. This Agreement shall only apply to those vehicles leased by Lessor to Lessee pursuant to the Lease to the extent Section 4 of the Schedule for such vehicle includes a charge for maintenance (the "Covered Vehicle(s)"). 3. TERM AND TERMINATION. The term of this Agreement ("Term") for each Covered Vehicle shall begin on the Delivery Date of such Covered Vehicle and shall continue until the last day of the "Term" (as defined in the Lease) for such Covered Vehicle unless earlier terminated as set forth below. Each of EFM and Lessee shall each have the right to terminate this Agreement effective as of the last day of any calendar month with respect to any or all of the Covered Vehicles upon not less than sixty (60) days prior written notice to the other party. The termination of this Agreement with respect to any or all of the Covered Vehicles shall not affect any rights or obligations under this Agreement which shall have previously accrued or shall thereafter arise with respect to any occurrence prior to termination, and such rights and obligations shall continue to be governed by the terms of this Agreement. 4. VEHICLE REPAIRS AND SERVICE. EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions of this Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair of a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between changes, (c) tire repair and replacement, (d) washing, (e) repair of damage due to lack of maintenance by Lessee between scheduled services (including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of any alterations to a Covered Vehicle or of any after -market components (this Agreement covers maintenance and repair only of the Covered Vehicles themselves and any factory -installed components and does not cover maintenance or repair of chassis alterations, add -on bodies (including, without limitation, step vans) or other equipment (including, without limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an accident, a collision, theft, fire, freezing, vandalism, riot, explosion, other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle (including, without limitation, driving over curbs, overloading, racing or other competition) or Lessee's failure to maintain the Covered Vehicle as required by the Lease, (h) roadside assistance or towing for vehicle maintenance purposes, (i) mobile services, (j) the cost of loaner or rental vehicles or (k) if the Covered Vehicle is a truck, (i) manual transmission clutch adjustment or replacement, (ii) brake adjustment or replacement or (iii) front axle alignment. Whenever it is necessary to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility acceptable to EFM. In every case, if the cost of such service will exceed $50.00, Lessee must notify EFM and obtain EFM's authorization for such service and EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order (odometer mileage must be shown on each shop or service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle unless Lessee has complied with the above terms and conditions. EFM will not have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a) all service performed within one hundred twenty (120) days prior to the last day of the scheduled "Term" (as defined in the Lease) for the applicable Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of and be paid for by Lessee and (b) EFM is not required to provide or pay for any service to any Covered Vehicle after 100,000 miles. 5. ENTERPRISE CARDS: EFM may, at its option, provide Lessee with an authorization card (the "EFM Card") for use in authorizing the payment of charges incurred in connection with the maintenance of the Covered Vehicles. Lessee agrees to be liable to EFM for, and upon receipt of a monthly or other statement from EFM, Lessee agrees to promptly pay to EFM, all charges made by or for the account of Lessee with the EFM Card (other than any charges which are the responsibility of EFM under the terms of this Agreement). EFM reserves the right to change the terms and conditions for the use of the EFM Card at any time. The EFM Card remains the property of EFM and EFM may revoke Lessee's right to possess or use the EFM Card at any time. Upon the termination of this Agreement or upon the demand of EFM, Lessee must return the EFM Card to EFM. The EFM Card is non- transferable. 6. PAYMENT TERMS. The amount of the monthly maintenance fee will be listed on the applicable Schedule and will be due and payable in advance on the first day of each month. If the first day of the Term for a Covered Vehicle is other than the first day of a calendar month, Lessee will pay EFM, on the first day of the Term for such Covered Vehicle, a pro -rated maintenance fee for the number of days that the Delivery Date precedes the first monthly maintenance fee payment date. Any monthly maintenance fee or other amount owed by Lessee to EFM under this Agreement which is not paid within twenty (20) days after its due date will accrue interest, payable upon demand of EFM, from the date due until paid in full at a rate per annum equal to the lesser of (i) Eighteen Percent (18%) per annum or (ii) the highest rate allowed by applicable law. The monthly maintenance fee set forth on each applicable Schedule allows the number of miles per month as set forth in such Schedule. Lessee agrees to pay EFM at the end of the applicable Term (whether by reason of termination of this Agreement or otherwise) an overmileage maintenance fee for any miles in excess of this average amount per month at the rate set forth in the applicable Schedule. EFM may, at its option, permit Lessor, as an agent for EFM, to bill and collect amounts due to EFM under this Agreement from Lessee on behalf of EFM. 7. NO WARRANTIES. Lessee acknowledges that EFM does not perform maintenance or repair services on the Covered Vehicles but rather EFM arranges for maintenance and/or repair services on the Covered Vehicles to be performed by third parties. EFM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, REPAIRS OR SERVICES PROVIDED FOR UNDER THIS AGREEMENT BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH SPECIFICATIONS, OPERATION, CONDITION, SUITABILITY, PERFORMANCE OR QUALITY. ANY DEFECT IN THE PERFORMANCE OF ANY PRODUCT, REPAIR OR SERVICE WILL NOT RELIEVE LESSEE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE PAYMENT TO EFM OF THE MONTHLY MAINTENANCE FEES AND OTHER CHARGES DUE UNDER THIS AGREEMENT. Initials: EFM Cust Page 1 8. LESSOR NOT A PARTY. Lessor is not a party to, and shall have no rights, obligations or duties under or in respect of, this Agreement. 9. NOTICES. Any notice or other communication under this Agreement shall be in writing and delivered in person or sent by facsimile, recognized overnight courier or registered or certified mail, return receipt requested and postage prepaid, to the applicable party at its address or facsimile number set forth on the signature page of this Agreement, or at such other address or facsimile number as any party hereto may designate as its address or facsimile number for communications under this Agreement by notice so given. Such notices shall be deemed effective on the day on which delivered or sent if delivered in person or sent by facsimile, on the first (1st) business day after the day on which sent, if sent by recognized overnight courier or on the third (3rd) business day after the day on which mailed, if sent by registered or certified mail. 10. MISCELLANEOUS. This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This Agreement maybe amended only by an agreement in writing signed by EFM and Lessee. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Lessee may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles). IN WITNESS WHEREOF, EFM and Lessee have executed this Maintenance Agreement as of the day and year first above written. LESSEE: City of Anna By: Title: Address: 101 S Powell Pkwy. Anna, TX 75409 Attention: Facsimile No.: Date Signed: EFM: Enterprise Fleet Management, Inc. By: Phil Bevel Title: Finance Manager Address: 1420 W. Mockingbird Lane, Ste. 640 Dallas, TX 75247 Attention: Facsimile No.: Date Signed Initials: EFM Cust Page 2 AMENDMENT TO MAINTENANCE AGREEMENT THIS AMENDMENT ("Amendment") dated this day of September, 2017 is attached to, and made a part of, the MAINTENANCE AGREEMENT entered into on the day of September, 2017 ("Agreement") by and between Enterprise Fleet Management Inc., a Missouri corporation ("EFM") and City of Anna ("Lessee"). This Amendment is made for good and valuable consideration, the receipt of which is hereby acknowledged by the parties. Section 4 of the Maintenance Agreement is amended to read as follows: EFM agrees that, during the Term for the applicable Covered Vehicle and subject to the terms and conditions of this Agreement, it will pay for, or reimburse Lessee for its payment of, all costs and expenses incurred in connection with the maintenance or repair of a Covered Vehicle. This Agreement does not cover, and Lessee will remain responsible for and pay for, (a) fuel, (b) oil and other fluids between changes, (c) tire repair and replacement, (d) washing, (e) repair of damage due to lack of maintenance by Lessee between scheduled services (including, without limitation, failure to maintain fluid levels), (f) maintenance or repair of any alterations to a Covered Vehicle or of any after - market components (this Agreement covers maintenance and repair only to the Covered Vehicles themselves and any factory -installed components and does not cover maintenance or repair of chassis alterations, add -on bodies (including, without limitation, step vans) or other equipment (including, without limitation, lift gates and PTO controls) which is installed or modified by a dealer, body shop, upfitter or anyone else other than the manufacturer of the Covered Vehicle, (g) any service and/or damage resulting from, related to or arising out of an accident, a collision, theft, fire, freezing, vandalism, riot, explosion, other Acts of God, an object striking the Covered Vehicle, improper use of the Covered Vehicle (including, without limitation, any damage resulting from impact, overloading, racing or other competition) or Lessee's failure to maintain the Covered Vehicle as required by the Lease, (h) roadside assistance or towing for vehicle maintenance purposes, (i) mobile services, 0) the cost of loaner or rental vehicles or (k) if the Covered Vehicle is a truck over the one ton classification or greater, (i) manual transmission clutch adjustment or replacement, (ii) brake adjustment or replacement beyond what is allocated within the Lease Schedule or (iii) front axle alignment. Whenever it is necessary to have a Covered Vehicle serviced, Lessee agrees to have the necessary work performed by an authorized dealer of such Covered Vehicle or by a service facility acceptable to EFM. In every case, if the cost of such service will exceed $50.00, Lessee must notify EFM and obtain EFM's authorization for such service and EFM's instructions as to where such service shall be made and the extent of service to be obtained. Lessee agrees to furnish an invoice for all service to a Covered Vehicle, accompanied by a copy of the shop or service order (odometer mileage must be shown on each shop or service order). EFM will not be obligated to pay for any unauthorized charges or those exceeding $50.00 for one service on any Covered Vehicle unless Lessee has complied with the above terms and conditions. EFM will not have any responsibility to pay for any services in excess of the services recommended by the manufacturer, unless otherwise agreed to by EFM. Notwithstanding any other provision of this Agreement to the contrary, (a) all service performed within one hundred twenty (120) days prior to the last day of the scheduled "Term" (as defined in the Lease) for the applicable Covered Vehicle must be authorized by and have the prior consent and approval of EFM and any service not so authorized will be the responsibility of and be paid for by Lessee and (b) EFM is not required to provide or pay for any service to any Covered Vehicle after 100,000 miles. Section 10 of the Maintenance Agreement is amended to read as follows: This Agreement embodies the entire Agreement between the parties relating to the subject matter hereof. This Agreement may be amended only by an agreement in writing signed by EFM and Lessee. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Lessee may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of EFM. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas (without reference to conflict of law principles). All references in the Agreement and in the various Schedules and addenda to the Agreement and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed. IN WITNESS WHEREOF, EFM and Lessee have executed this Amendment to Maintenance Agreement as of the _ day of September, 2017. City of Anna (Lessee) By ENTERPRISE FLEET MANAGEMENT, INC. By Title: Title: SELF -INSURANCE ADDENDUM TO MASTER EQUITY LEASE AGREEMENT (Physical Damage and Liability) This Addendum is made to the Master Equity Lease Agreement dated the tenth day of September, 2017, as amended (the "Agreement"), by and between Enterprise FM Trust, a Delaware statutory trust ("Lessor"), and the lessee whose name is set forth on the signature line below ("Lessee"). This Addendum is attached to and made a part of the Agreement (including each Schedule to the Agreement). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement. Notwithstanding the provisions of Section 11 of the Agreement, Lessee shall be permitted to assume and self -insure the risks set forth in Section 11 of the Agreement and shall not be required to purchase or maintain any insurance policy of any kind with respect to any Vehicle; provided, however, that if any Federal, state, local or other law, statute, rule, regulation or ordinance requires Lessee to maintain any amount of insurance with respect to any Vehicle, Lessee shall purchase and maintain such amount of Insurance in the form of an insurance policy which complies in all respects, other than the amount of insurance required, with Section 11 of the Agreement. Notwithstanding the foregoing, if (1) Lessor, at any time in its good faith judgment, is not satisfied with the condition, prospects or performances, financial or otherwise, of Lessee or (2) any default or event of default occurs under the Agreement, than Lessor may, at its option, revoke this Addendum and terminate Lessee's right to self -insure by providing Lessee with at least thirty (30) days prior written notice thereof. Upon the termination of Lessee's right to self -insure, Lessee shall comply in all respects with Section 11 of the Agreement. Except as amended hereby, all the terms and provisions of the Agreement shall remain in full force and effect. In the event of any conflict between this Addendum and the Agreement or any of the Schedules, the terms and provisions of this Addendum will govern and control. LESSEE: City of Anna LESSOR: Enterprise FM Trust By: Enterprise Fleet Management, Inc., its attorney in fact By: Title: Date Signed: By: Phil Bevel Title: Finance Manager Date Signed: Initials: EFM Cust Page 1 Authorized Signature Certificate The undersigned hereby certifies (i) that he is the duly appointed Mayor Pro Tern for City of Anna hereafter known as "The Entity", (ii) that he is authorized by The Entity to execute and deliver on behalf of The Entity to Enterprise Fleet Management, hereafter known as "Enterprise" a Texas statutory trust ("Lessor") and the Master Equity Lease Agreement between Enterprise and the Entity the ("Lessee"), and (iii) that the following individuals are authorized and empowered on behalf of and in the name of The Entity to execute and deliver to Enterprise Schedules to the Lease for individual motor vehicles, together with any other necessary documents in connection with those Schedules: Name Justin Burr _Philip Sanders Dana Thornhill Federal ID #: 75-1680420 Date: September 26, 2017 Title Mayor Pro Tern _City Manager Finance Director. Signature I Y{OUR} HOMETOWN September 26, 2017 Jennifer Bertram Enterprise Fleet Management 1420 W. Mockingbird Lane, Ste. 640 Dallas, TX 75234 Dear Jennifer Bertram: After review and evaluation of the Fleet Management piggybacking TIPS RFP #2072816, City of Anna is pleased to award this proposal to Enterprise Fleet Management. The contract agreement to be prepared as a result of this award will be one which incorporates by reference all the requirements, terms and conditions of the solicitation and the contract proposal as negotiated. On behalf of City of Anna, we thank you and look forward to a mutually beneficial relationship with your company. Sincerely, Philip Sanders City Manger I Item No. 7. City Council Agenda Staff Report Meeting Date: 9/26/2017 YOUR) HOMETOWN AGENDA ITEM: Consider/Discuss/Action regarding a Resolution approving a Subdivision Improvement Agreement for Camden Parc, Phases 2-4. (Maurice Schwanke) �Y�J►�i 1 Ji I_1:�'il Camden Parc Phases 2-4 is a residential development located on the east side of Powell Parkway, south of Lindsey Lane (formerly CR 376). As part of the development, the developer is constructing the southern portions of Lindsey Lane adjacent to and through the property. The developer is also constructing a 12-inch water line that will serve the property and general area. The portions of Lindsey Lane and the 12-inch water line that will be constructed by the developer are on the City's impact fee capital improvement plans and are eligible for impact fee credits. The attached Subdivision Improvement Agreement defines the obligations of the developer with respect to construction of Lindsey Lane, the 12-inch water line, and the obligations of the City with respect to granting impact fee credits. The developer previously constructed Camden Parc, Phase 1 and received impact fee credits for the sections of Lindsey Lane and the 12-inch water line that were consructed in connection with Phase 1. The improvements constructed with Phase 1 will also serve Phases 2-4. This new Agreement combines the impact fee credits that the developer earned in Phase 1 with the impact fee credits that will be earned by constructing extensions of Linsey Lane and the 12-inch water line for Phases 2-4. The impact fee credits authorized by this Agreement will not exceed the total impact fees that would otherwise be due from the development of all four phases of the Camden Parc development. The City will have the right to collect impact fees due from the development of Camden Parc Phases 1-4 after the credits authorized by the Agreement has been exhausted or after the credits expire, whichever occurs first. STAFF RECOMMENDATION: Staff Recommends approval of the attached Resolution and Agreement. ATTACHMENTS: Description Upload Date Type Resolution approving SIA 9/22/2017 Resolution Exhibit 1, S I A for Camden Parc 2-4 9/22/2017 Exhibit Exhibit B 9/21/2017 Exhibit Exhibit C 9/21/2017 Exhibit Exhibit D 9/21/2017 Exhibit Exhibit E 9/21/2017 Exhibit Exhibit F 9/22/2017 Exhibit Exhibit G 9/22/2017 Exhibit Exhibit H 9/22/2017 Exhibit Cost Estimates 9/21/2017 Exhibit CITY OF ANNA, TEXAS RESOLUTION NO. A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A SUBDIVISION IMPROVEMENT AGREEMENT WITH ANNA 190, LLC; SPRING LAKES ESTATES JOINT VENTURE; AND COOPERZADEH II, LLC, (COLLECTIVELY, "OWNER") FOR CAMDEN PARC, PHASES 2-4. WHEREAS, Anna 190, LLC; Spring Lakes Estates Joint Venture; And Cooperzadeh II, LLC, (Collectively, "Owner") own and desire to develop a parcel of property composed of approximately 94.77 acres of land located entirely within the corporate limits of the City of Anna, Texas (the City); and, WHEREAS, the Owner has agreed to construct certain roadway and water facilities in connection with development of the property; and, WHEREAS the Owner has requested roadway and water impact fee credits for the construction of said roadway and water facilities; 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. Section 2. Approval of Subdivision Improvement Agreement The City Council hereby approves the Subdivision Improvement Agreement for Camden Parc Phases 2-4, attached hereto as Exhibit 1 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, act under, and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 26t" day of September, 2017. ATTEST: APPROVED: Carrie L. Smith, City Secretary Mayor Pro Tem, Justin Burr SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 This Subdivision Improvement Agreement (this "Agreement") is entered into between the City of Anna, Texas (the "City") and Anna 190, LLC, Spring Lakes Estates Joint Venture, and Cooperzadeh II, LLC (collectively, "Owner"). WHEREAS, Owner 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, and shall supersede any previous agreement between the Parties and City Regulations only to the extent that any such agreements or City Regulations directly conflict with the terms of this Agreement; and WHEREAS, Owner owns and desires to develop a parcel or parcels of real property (the "Property") in Collin County, Texas, which is composed of approximately 94.77 acres of land located entirely within the corporate limits of the City of Anna and is more particularly and separately or jointly described in the attached Exhibit A; and, WHEREAS, Owner acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and, WHEREAS, Owner understands and acknowledges that acceptance of this Agreement not an exaction or a concession demanded by the City but rather is an undertaking of Owner's voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit Owner's development of the Property; 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 Owner and the City. SECTION 2 DEFINITIONS City Code means the Anna City Code of Ordinances. City Manager means the current or acting 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. City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City. SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 1 Development means the new development on the Property that is the subject of this Agreement, and on the property described as Camden Parc, Phase I (Exhibit F). Estimated Construction Cost, with respect to the engineering, design, and construction of the Phase 11 Roadway Facilities, means $625,354.30. Estimated Construction Cost, with respect to the engineering, design, and construction of the Phase 11 Water Facilities, means $106,620.88. Final Construction Cost, with respect to the Phase 11 Roadway Facilities, means the dollar amount actually paid for the engineering, design, and construction of the Phase 11, Roadway Facilities at the time of full and final completion, dedication and acceptance the Phase II, Roadway Facilities. Final Construction Cost, with respect to the Phase 11 Water Facilities, means the dollar amount actually paid for the engineering, design, and construction of the Phase 11 Water Facilities at the time of full and final completion, dedication and acceptance the Phase 11 Water Facilities. Final Credit Amount, with respect to the Roadway Facilities, means a dollar amount equal to the Estimated Construction Cost, or the Final Construction Cost, whichever is less, of the Phase II Roadway Facilities, plus $(389,643.58). Final Credit Amount, with respect to the Water Facilities, means a dollar amount equal to the Estimated Construction Cost or the Final Construction Cost, whichever is less, of the Phase II Water Facilities, plus $(269,084.38). Phase I Roadway Facilities mean the Lindsey Lane Roadway Improvements constructed by Owner as described and depicted in Exhibit B, attached hereto, and in accordance with construction plans approved by the City. Phase II Roadway Facilities mean the Lindsey Lane Roadway Improvements to be constructed by Owner as described and depicted in Exhibit C, attached hereto, and in accordance with design/construction plans to be approved by the City. Phase I Water Facilities means a twelve -inch (12") water line (constructed with Phase 1) constructed by Owner as described and depicted in Exhibit D, attached hereto, and in accordance with construction plans approved by the City. Phase II Water Facilities means a twelve -inch (12") water line running parallel to Lindsey Lane to be constructed by Owner as described and depicted in Exhibit E, attached hereto, and in accordance with design/construction plans to be approved by the City. Roadway Facilities means the Phase I Roadway Facilities and Phase 11 Roadway Facilities described herein. Water Facilities means the Phase I Water Facilities and Phase II Water Facilities described herein. SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 2 SECTION 3 GENERAL PROVISIONS. (a) Documentation of Actual Amount Paid. Once Owner fully completes the Water & Roadway Facilities, and before the City has accepted such Water & Roadway Facilities after inspection, Owner shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the actual amount paid. (b) Maintenance Bond. For each construction contract for any part of the Water & Roadway Facilities, Owner or Owner'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 Water & Roadway Facilities, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Water & Roadway Facilities constructed under such contract. (c) Public Improvements, Generally. Except as otherwise expressly provided for in this Agreement, Owner shall provide all public improvements, including streets, water, sewer, drainage, sidewalks, trails, street lighting, street signage, and all other public improvements required by City Regulations to serve the Property, at no cost to the City except as provided herein, in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Owner shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. Owner 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 filing of a Final Plat. Construction of such improvements shall not be initiated until a pre -construction conference has been held regarding the proposed construction and City has issued a written notice to proceed. (d) Owner's Remedy. Owner's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance pursuant to the terms of this Agreement. (e) 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 Owner 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 Owner, his 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 Owner's engineer, his 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. SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 3 (f) Insurance. Owner or its contractor(s) shall acquire and maintain, during the period of time when any of the Water & Roadway Facilities are under construction (and until the full and final completion of the Water & Roadway Facilities and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Water & Roadway Facilities construction contracts, whether by Owner, a contractor, subcontractor, materialman, or otherwise. Coverage must be on an "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Owner shall provide to 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. (g) Indemnification and Hold Harmless. OWNER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND 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 LIMITATION, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER 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 OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF OWNER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE WATER & ROADWAY FACILITIES, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE OWNER'S DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE WATER & ROADWAY FACILITIES THAT ARE THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND OWNER. OWNER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS. AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 4 OR SUITS, BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON OWNER'S REPRESENTATIONS IN THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH OWNERSHIP OF THE PROPERTY; OR (3) ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. NOTWITHSTANDING THIS PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT, OWNER SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR THE CITY'S OWN NEGLIGENCE OR GROSS NEGLIGENCE. SECTION 4 ROADWAY FACILITIES (a) Owner Obligations. (1) Owner is responsible for funding and construction of all public improvements required by City Regulations to serve the Property, including but not limited to the Roadway Facilities. (2) Owner agrees to complete in a good and workmanlike manner construction of the Phase II Roadway Facilities prior to the date a final plat for any portion of the Property is officially recorded in the Land Recordings with the Collin County Clerk's Office. (b) City Obligations (1) City Acknowledges that Owner has constructed and the City has accepted the Phase I Roadway Facilities. (2) Notwithstanding any requirement in City Regulations, City agrees that the Owner's obligation to construct improvements to Lindsey Lane in connection with Development of the Property shall be limited to the obligations outlined in this Agreement. (3) The Final Credit Amount shall be a credit against roadway impact fees otherwise due to the City from the Development of the Property and from Development of Camden Parc, Phase I further described and depicted as Exhibit F. The roadway impact fee credit for the construction of the Roadway Facilities shall be redeemed at the time of issuance of building permits, and such redemption shall apply to the full amount of the roadway impact fees that would otherwise be collected until the roadway impact fee credit authorized by this Agreement has been exhausted. (4) Notwithstanding Section 4(b)(3) above, the roadway impact fee credit for construction of the Roadway Facilities shall not exceed the total amount of roadway impact fees due from Development of the Property and from the Development of Camden Parc Phase I, less the roadway impact fee credits SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 5 previously granted for Camden Parc Phase I prior to the Effective Date of this Agreement. (5) Notwithstanding Section 4(b)(3) above, the roadway impact fee credit authorized by this Agreement shall expire on September 30 in the tenth year following the date the Roadway Facilities are complete and formally accepted by the City. (6) The City shall have the right to collect roadway impact fees due from the Development of the Property and from the Development of Camden Parc, Phase I after the credit authorized by this Agreement has been exhausted or after the credit expires, whichever occurs first. SECTION 5 WATER FACILITIES (a) Owner Obligations. (1) Owner is responsible for funding and construction of all public improvements required by City Regulations to serve the Property, including but not limited to the Water Facilities. (2) Owner agrees to complete in a good and workmanlike manner construction of the Phase I I Water Facilities prior to the date a final plat for any portion of the Property is officially recorded in the Land Recordings with the Collin County Clerk's Office. (b) City Obligations (1) City Acknowledges that Owner has constructed and the City has accepted the Phase I Water Facilities. (2) The Final Credit Amount shall be a credit against water impact fees otherwise due to the City from the Development of the Property and from the Development of Camden Parc, Phase I further described and depicted as Exhibit F. The water impact fee credit for the construction of the Water Facilities shall be redeemed at the time of issuance of building permits, and such redemption shall apply to the full amount of the water impact fees that would otherwise be collected until the water impact fee credit authorized by this Agreement has been exhausted. (3) Notwithstanding Section 5(b)(2) above, the water impact fee credit for construction of the Water Facilities shall not exceed the total amount of water impact fees due from Development of the Property and from the Development of Camden Parc Phase I, less the water impact fee credits previously granted for Camden Parc Phase I prior to the Effective Date of this Agreement. SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 6 (4) Notwithstanding Section 5(b)(2) above, the water impact fee credit authorized by this Agreement shall expire on September 30 in the tenth year following the date the Water Facilities are complete and formally accepted by the City. (5) The City shall have the right to collect water impact fees due from the Development of the Property and from the Development of Camden Parc, Phase I after the credit authorized by this Agreement has been exhausted or after the credit expires, whichever occurs first. SECTION 6 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 the City Council has duly adopted this Agreement and Owner has duly executed same. SECTION 7 TERMINATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement. SECTION 8 SUCCESSORS AND ASSIGNS (a) All obligations and covenants of Owner under this Agreement shall constitute covenants running with the land, and shall bind Owner and each successive owner of all of any portion of the Property; provided, however, the terms of this Agreement shall (i) not be binding on the owner of any residence that is purchased by such owner from a homebuilder, and (ii) be subordinate to the lien of (and shall not be binding on) any mortgagee who finances or refinances residences constructed on the Property. (b) Without limiting the generality of the foregoing and except as otherwise provided in this paragraph, Owner has the right (from time to time upon delivery of 14 days' prior written note to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of Owner under this Agreement, to any person or entity (an "Assignee") that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Owner. Further, no assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Notwithstanding the foregoing, Owner shall not assign this Agreement, in whole or in part, to an Assignee if the City, after action by the City Council (which action shall be considered by the City in good faith based upon financial and performance criteria, and which action shall not be unreasonably withheld, conditioned or delayed), notifies Owner within 14 days of receipt of the written notice required by this Section 7(b) that such Assignee fails to satisfy the City's financial and performance criteria. SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 7 If the City provides such notice to Owner then the Parties, within 14 days of such notice, shall mediate the dispute. The mediator shall be mutually agreed -upon; and the cost of such mediator shall be paid equally by the Parties. The mediator's determination shall be binding on the Parties. If a Party refuses to mediate, then the decision of the Party willing to mediate shall be binding. (c) Each assignment shall be in writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, Owner shall not be released until the City receives an executed copy of such assignment. Further, no assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Owner shall maintain written records of all assignments made by Owner to Assignees, including a copy of each executed assignment and the Assignee's Notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. SECTION 9 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 communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt 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 P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Owner: Anna 190, LLC Attn M. T. Akhavizadeh SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 8 9400 N. Central Expressway, Suite 475 Dallas, Texas 75231 (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 the City and Owner expressly amending the terms of this Agreement. (d) Applicable Law and Venue. This Agreement shall 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. (f) Representation. Each signatory representing this Agreement has been read by the party 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 either Party or any breach of this Agreement, or the failure of either Party to enforce any of the provisions of this 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. (j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City and Owner and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (k) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Owner and to any successor owner/developer of the Property, may be recorded in the Collin County property records, and runs with the land. SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 9 (1) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. (m) Termination of Camden Parc Phase 1 Water Impact Fee Credit Agreement. The Water Impact Fee Credit Agreement for Camden Parc, Phase I attached hereto as Exhibit G is hereby terminated. (n) Termination of Camden Parc Phase 1 Roadway Impact Fee Credit Agreement. The Roadway Impact Fee Credit Agreement for Camden Parc, Phase I attached hereto as Exhibit H is hereby terminated. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 10 OWNER By: , a corporation, its owner/manager By: Name: Title: IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2017, personally appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same in his or her capacity as of on behalf of Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 11 OWNER By: , a corporation, its owner/manager By: Name: Title: IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2017, personally appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same in his or her capacity as of on behalf of Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 12 OWNER By: , a corporation, its owner/manager By: Name: Title: IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2017, personally appeared , known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he or she executed the same in his or her capacity as of on behalf of Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 13 CITY OF ANNA IN Philip Sanders, City Manager IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2017, personally appeared Philip Sanders, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 14 ATTACHMENTS Exhibit A — The Property (legal description and drawing) Exhibit B — Phase I Roadway Facilities Exhibit C — Phase II Roadway Facilities Exhibit D — Phase I Water Facilities Exhibit E — Phase II Water Facilities Exhibit F — Camden Parc, Phase Exhibit G — Water Impact Fee Agreement, Camden Parc, Phase I Exhibit H — Roadway Impact Fee Agreement, Camden Parc, Phase I SUBDIVISION IMPROVEMENT AGREEMENT FOR CAMDEN PARC, PHASES 2-4 — Page 15 EXHIBIT B t • --- w. \ 24' CONCRETE ROAD SECT \ ' no Y , '.• it __ \ 1. 1. \\s• ,e 1 \ 11 \ \ 1 ASPHALT TRANSITION I I 1 1 1 1 11 I I I 11 CAjM/DEN PARC PHASE 1-1 ,CAMDEN PARC PHASE 2-2A l a ' CAMDEN PARC PHASE 4 WE ►©vyME 000 EXHIBIT C u ASPHALT TRANSITION „ —� • a CAMDEN PARC PHASE 1-1 A CAMDEN PARC PHASE 2-2A l a „ ,CAMDEN PARC PHASE 4 WE ►©vyME 000 EXHIBIT D EXHIBIT E As 0 1 tttttttttttt'� C.R. 376 EMMMonosot■tovAr a it it 0 �Fy Da �E ° a d a q ° c ca ce o a°��'2 3q Sao Dt09Z o� '^ a; I`F o a ° `o o nn e c a o W oo noE3Ja onm Z i 60S m �n t a _ C qq� uU o-o �ac aww s •6 .. 2 r� e _ U" g c _ q 8 ¢yt-�❑`dg 3 °•s3� <U =� nU 9 =�� am as am �o �o ._ m �. v O Z6uam9 t> �DO ° n a a p c N ..n7 - _ _ t " Z Z< u c o Y❑ E E O m W P 3 o my w mm a -o ❑� :: E ¢uS ¢ ani 1 0 0 3 0 5m ca'a aU a N y oci a m u y n u n' _��'s Ci2C �`- (cyt 2¢a - S y IJ W W n _• b v u r.1 U u N a N j,� C _n E W U o M `d oc > Tom/ ° 5 a W V) .'�. o a V- O a i£ a ti rr..�� o N;[7y' 'S N QN N " r' d $ ° B m 4 c o S E ST a o $ Y m m m ccc n o m ac Yv Y. 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Z S'� NUmtn❑Fx_Z 0:< Sn !- F" uZ W z w O (o a �aw ❑O<w�v7�Z °w za Fn O Ns N� a w aF �N�aoS= it ¢w ro z° <o ow �z (D rn Nzz zZan MS Tz NQ! !o nr m� a¢ W QQg��T ❑ O W3333 Z p Q O br r Sq ;�anoo m T m n N m tnN Zttz {Z� J J J U Z Q it Qi ? N i0 Q 5';r imNn�n j .�-• O a N t N ❑ N 7 m tt) z ¢w3333> ❑ m O m N m N Ommtlmiv xTlp a T.Oh U n N N Z z z Z J O N Fy- O z �NQ to inc � A Niti tp Cl O O N 0008$$0 ¢ {•1 vi N In iti iti K U U U U U U U n w a U z O m rn � m EL O ¢ O Y Z i Z U) W U Q Z Z � > U) LL O � O X I— Z Sco w FZ JQCAOZZ) ZZLLt=mzz Z p W < O co Q w F- m U a 0 coLLI c'3 m t O c U m a `u 0 0 e U m) � �r v � c n ¢`o N 0 m a w^ N U j J c n qU� W <Z 0 2 =o 3 Zoa O Can u� w W jU V c d i- DF b z OwlHJ r N w JMCCO< z w J {yw ZI.ZaOWZ tq LLuSw,wzpz'occ�w o t ow 0o30wawu u c��'F-z000 C. o (�+ r m rUECCUy� O 3uUmrrGac d O ulWJp `<LL6 Qi 2GjW LUEUV Cvi 1 L..�f Lo 1. Legal corporate or business name of the Developer/®weer: Anna J.90. LLC a Texas limited liability company 2. Name and title of the person with authority to execute the Impact Eee Credit Agreement on behalf of the Developer/Owner: 6\/I. T. Alchavizadeh 3. Name of Development: Camden ParE<, Phase 2 Attach as "Exhibit A" a legal description of the property or new development for which the impact fee credit would be applicable. 4. Capital Improvement facilities for which impact fee credits are claimed: Lindsey Lane paving improvements and 12" water line upgrade and axtension. Attach as "Exhibit 6" design or construction plans of the Capital Improvement facilities for which impact fee credits are claimed. 5. Estimated Construction Cost, with respect to the engineering, design, and construction of the of the Capital improvement facilities for which impact fee credits are claimed. $6581405.26. b. Attach as "Exhibit C" an opinion of probable cost prepared by a Texas Professional Engineer of the Capital Improvement facilities that will be constructed and for which impact fee credits are claimed. City inspection fees, and contingency estimates shall NOT be included in the opinion of probable cost. Date WATER IMPACT FEE CREDIT AGREEMENT CAMDEN PARC, PHASE 1 This Impact Fee Credit Agreement (this "Agreement") is entered into between the City of Anna, Texas (the "City") and Anna 190, LLC, ("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, and shall supersede any previous agreement between the Parties only to the extent that any such agreements directly conflict with the terms of this Agreement; and WHEREAS, Developer owns and desires to develop a parcel or parcels of real property (the "Property") in Collin County, Texas, which is composed of approximately 22.52 acres of land located entirely within the corporate limits of the City of Anna and is rnore particularly and separately orjointly described in the attached Exhibit A; and, NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION �. 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 Developer and the City. SECTION 2 DEFINITIONS City Code means the Anna City Code of Ordinances. City Manager means the current or acting 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, City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City. Development means the new development on the Property that is the subject of this Agreement. Estimated Construction Cost, with respect to the engineering, design, and construction of the Water Project, means $269,084.38. WATER IMPACT FEE CREDIT AGREEMENT, CAMDEN PARK PHASE 1 Final Construction Cost, with respect to the Water Project, means the dollar amount actually paid for the engineering, design, and construction of the Water Project at the time of full and final completion, dedication and acceptance the Water Project. City inspection fees shall not be included in the Final Construction Cost. Final Credit Amount with respect to the Water Project, means a dollar arnount equal to the Estimated Construction Cost or the Final Construction Cost, whichever is less. Water Protect means the construction of approximately 3,691 linear feet of 12 water line and up -sizing from 8" to 12" approximately 1,615 of water line, and associated appurtenances, further described and depicted in Exhibit B, attached hereto, (a) Documentation of Actual Amount Paid. Once Developer fully completes the Water Project, and before the City has accepted such Water Project after inspection, Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencingthe Final Construction Cost. (b) Maintenance Bond. For each construction contract for any part of the Water Project, 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 Water Project, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Water Project constructed under such contract. (c) 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, his engineer, employees, officers or agents forthe 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, his 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, (d) Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when any of the Water Project are under construction (and until the full and final completion of the Water Project and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assurned under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death WATER IMPACT EEE CREDIT AGREEMENT, CAMDEIU PARC PHASE 1 and property damage of not less than $1,000,000,00, Such insurance shall also cover any and all claims which might arise out of the Water Project construction contracts, whether by Developer, a contractor, subcontractor, materialman, or otherwise. Coverage must be on an per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Developer shall provide to 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 SO 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. (e) Indemnification and Hold Harmless. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND 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 LIMITATION, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER 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 OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF DEVELOPER ITS AGENTS SERVANTS CONTRACTORS SUBCONTRACTORS MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE WATER PROJECT, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY, SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT, AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DEVELOPER'S DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE WATER PROJECT THAT ARE THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND DEVELOPER. DEVELOPER FURTHER COVENANTS AND AGREES TO INDEMNIFY HOLD HARMLESS AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS BY ANY PERSON CLAIMING AN INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH DEVELOPMENT OF THE PROPERTY; OR (3) ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY, 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 CITY'S OWN NEGLIGENCE OR GROSS NEGLIGENCE, WATER IMPACT FEE CREDIT AGREEMENT, CAMDEN PARC PHASE 1 (a) Developer Obligations. Developer shall construct the Water Project depicted on the attached Exhibit B, and all Water Improvements appurtenant to the Water Project. (b) City Obligations (1) The Final Credit Amount shall be a credit against Water impact fees otherwise due to the City from Development of the Property. The Water impact fee credit for the construction of the Water Project shall be redeemed at the time of issuance of building permits, and such redemption shall apply to the full amount of the Water impact fees that would otherwise be collected until the Water impact fee credit authorized by this Agreement has been exhausted. (2) Notwithstanding Section 4(b)(1) above, the Water impact fee credit for construction of the Water Project shall not exceed the total amount of Water impact fees due frorn Development of the Property. (3) Notwithstanding Section 4(b)(1) above, the impact fee credit authorized by this Agreement shall expire on September 30 in the tenth year following the date the Water Project is complete and formally accepted by the City. (4) The City shall have the right to collect Water impact fees due from the Development of the Property after the credit authorized by this Agreement has been exhausted or after the credit expires, whichever occurs first. SECTION 5 EFFECTIVE ®ATE 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 the City Manager and the Developer have duly executed this Agreement. SECTION 6 TERMINATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance ofthe terms of this Agreement. SECTION i SUCCESSORS AND ASSIGNS (a) All obligations and covenants of Developer under this Agreement shall constitute covenants running with the land, and shall bind Developer and each successive Developer of all of any portion of the Property. WATER IMPACT FEE CREDIT AGREEMENT, CAMDEN PARC PHASE 1 (b) This Agreement shall not be assignable by Developer without the prior written consent of the City. SECTION g MISCELLANEOUS PROVISIONS (a) AuthoritV 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 communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt 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 P.O. Box 776 111 N. Powell Parkway Ann a, TX 75409 If to Developer: Anna 190, LLC Attn. M. T. Akhavizadeh 9400 N. Central Expressway, Suite 475 Dallas, Texas 75231 (c) Complete ARr-eement. 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 the City and Developer expressly amending the terms of this Agreement. (d) Applicable Law and Venue. This Agreement shall 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) SeverabilitV. If any clause, paragraph, section or- portion of this Agreement shall be found to be illegal, unlawful, unconstitutional orvoid 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. WATER IMPACT FEE CREDIT AGREEMENT, CAMDEN PARC Pa-IASE �. (f) Representation. Each signatory representing this Agreement has been read by the party 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 either Party or any breach of this Agreement, or the failure of either Party to enforce any of the provisions of this 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. (j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City, Developer and Payee and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto, (I<} Binding Effect. This Agreement shall bind and inure to the benefit of the City and Developer and to any successor- Developer/developer of the Property, may be recorded in the Collin County property records, and runs with the land. (I) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. (m) 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 between the Parties. No waiver of any provision of this Agreement will be deemed to constitute a continuing No 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. Nothing herein shall waive any obligations of Developer under applicable City Regulations. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANI<] WATER IMPACT FEE CREQIT AGREEMENT, CAMDEN PARC PHASE 1 Developer: LLC By `tiV _� M. A � av'tad h, it Manager IN WIT�'�Fi�/1/HEREO1-: STATE OF TEXAS � / § COUNTY OF 6� § Before me, the undersigned notary public, on the day of h(/� personally appeared M. T. 161 Akhavizadeh, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Manager of A na 190 LLC. av�' Notary Public, State of WATER IMPACT' FEE CRE®IT AGREEMENT', CAMDEN PARC PHASE 1 CITY OF ANNA By; Philip Sanders,`City Manager IN WITNESS WHE.IEOF: ��'•:�, LaurettaKayPlackePer STATE OF TEXAS § t y pry Cammissisn Expires COUNTY OF ��-� § Before me the undersigned notary public, on the iu day of _�� 2016, personally appeared Philip Sanders, Known to me (or proved tLt�bo me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas, Notary�Public, State of T WATER IMPACT FEE CREDIT' AGREEMENT, CAMDEN PARC PHASE 1 ATTACHMENTS ExillbltA—The Property (legal description) Exhibit B — Water- Project WATER IMPACT FEE CREDIT AGREEMENT, CAMDEN PARC PHASE 1 l� l��P Il s, 'ZPa OWNERS CERTIFICATE Being a part of a 57,48 acre tract of land situated in the State of Texas, County of Collin, being part of the J. C. Brantley Survey, Abstract No. 114, and being described in a deed to SHG LAND INVESTMENTS OF ANNA FIVE, LTD., as recorded in Instrument No. 20060524000707160 of the Deed Records of Collin County, Texas and being more particularly described as follows: BEGINNING at the most northerly northwest corner of said called 57,48 acre tract, on the South side of County Road 376, same being the northeast corner of a tract of land conveyed to T.J. Warren by County Clerk's File No, 96-0110244, Deed Records Collin County, Texas, and being in the South line of a tract of land described in a deed to Kevin Luong as recorded in County Clerk's File Number 20110803000810210 of the Deed Records of Collin County, Texas; THENCE South 89057'48" East, with the South line thereof and along the north line of said SHG Land tract, a distance of 632,03 feet to a point for corner In said road and being in the South line of a tract of land described in a deed to Augustine J. Usai as recorded in County Clerk's File Number 96-0032196 of the Deed Records of Collin County, Texas; THENCE South 0000212" West, through the interior of said SHG Land tract, a distance of 60.18 feet to a capped iron rod stamped "KAZ" set; THENCE North 89 degrees 57 minutes 31 seconds West a distance of 21.79 to a capped iron rod stamped "KAZ" set; THENCE South 20 degrees 40 minutes 53 seconds West a distance of 176,81 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the right having a radius of 225.00 feet an a chord bearing and distance of South 53 degrees 21 minutes 08 seconds East, 123.78 feet; THENCE along said curve an arc length of 125,40 feet to a capped iron rod stamped "KAZ" set; THENCE South 37 degrees 23 minutes 10 seconds East a distance of 173.97 feet to an capped iron rod stamped "KAZ" set at the beginning of a curve to the left having a radius of 175,00 feet and a chord bearing and distance of South 54 degrees 06 minutes 56 seconds East, 100,75 feet; THENCE along said curve an arc distance of 102.19 feet to a capped iron rod stamped "KAZ" set; THENCE South 70 degrees 50 minutes 42 seconds East a distance of 20,47 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the right having a radius of 425.00 feet and a chord bearing and distance of South 50 degrees 21 minutes 01 seconds East, 297.61 feet; THENCE along said curve an arc distance of 304.05 feet to a capped iron rod stamped "KAZ" set; THENCE South 29 degrees 51 minutes 19 seconds East a distance of 14,67 feet to a capped iron rod stamped "KAZ" set; THENCE North 74 degrees 28 minutes 12 seconds West a distance of 13.53 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve t the right having a radius of 775,00 feet and a chord bearing and distance of North 61 degrees 56 minutes 32 seconds East, 27.79 feet; THENCE along said curve an are distance of 27,79 feet to a capped iron rod stamped "KAZ" set; q THENCE North 60 degrees 54 minutes 54 seconds East a distance of 31.06 feet to a capped Iron rod stamped "KAZ" set at the beginning of a curve to the left having a radius of 175,00 feet and a chord bearing and distance of North 53 degrees 23 minutes 12 seconds East, 45,86 feeet; THENCE along said curve and arc distance of 45.99 feet to a capped iron rod stamped "KAZ" set; THENCE North 45 degrees 51 minutes 29 seconds East a distance of 18.31 feet to a capped iron rod stamped "KAZ" set; THENCE South 29 degrees 19 minutes 41 seconds East a distance of 51.66 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the right having a radius of 225,00 feet and a chord bearing and distance of South 52 degrees 44 minutes 11 Seconds West, 64,02 feet; THENCE along said curve an arc distance of 64,23 feet to a capped iron rod stamped "KAZ" set; THENCE South 60 degrees 54 minutes 54 seconds West a distance of 18,91 feet to a capped iron rod stamped "KAZ" set; THENCE South 29 degrees 05 minutes 06 seconds East a distance of 119.85 feet to a capped iron rod stamped "KAZ" set; THENCE North 60 degrees 40 minutes 19 seconds East a distance of 82.82 feet to a capped iron rod stamped "KAZ" set; THENCE South 29019'41" East, a distance of 168A9 feet to a capped iron rod stamped "KAZ" set; THENCE South 24018'44" East, a distance of 195,23 feet to a capped iron rod stamped "KAZ" set in a South line of said SHG Land tract and being in the North line of a tract of land described in a deed to Anna Economic Development Corp., as described in Volume 5813, Page 2769 of the Deed Records of Collin County, Texas; THENCE South 76°53'33" West, with the common line thereof, a distance of 198.60 feet to a capped iron rod stamped "KAZ" set; THENCE North 55°26'11" West, a distance of 146.08 feet to a capped iron rod stamped "KAZ" set, said point being the beginning of a non -tangent curve to the left having a radius of 50.00 feet and a chord bearing and distance of North 42'19'56" West, 97.40 feet; THENCE Northwesterly along said curve to the left, an arc distance of 134,21 feet and a chord bearing and distance of N 42°19'56" W, 97.40 feet to a capped iron rod stamped "KAZ" set; THENCE North 21 °39'09" West, a distance of 101,21 feet to a capped iron rod stamped "KAZ" set; said point being the beginning of a non -tangent curve to the right having a radius of 945.00 feet and a chord bearing and distance of South74033'59" West, 76.77 feet; THENCE Southwesterly along said curve to the right, an arc distance of 76,79 feet and a chord bearing and distance of S 74°33'59" W, 76,77 feet to a capped iron rod stamped "KAZ" set; THENCE South 76"53'40" West, a distance of 906.77 feet to a capped Iron rod stamped "KAZ" set; THENCE North 13°06'20" West, a distance of 170.00 feet to a capped iron rod stamped "KAZ" set; THENCE North 76°53'40" East, a distance of 12.17 feet to a capped iron rod stamped "KAZ" set; THENCE North 13006'20" West, a distance of 384.05 feet to a capped iron rod stamped "KAZ" set in the South line of said Warren tract; THENCE North 89044'59" East, a distance of 34.19 feet to a capped iron rod stamped "KAZ" set for the Southeast corner of said Warren tract; THENCE North 000105" West, along the east line of said Warren tract, a distance of 603,25 feet to the PLACE OF BEGINNING and containing 981,061 square feet or 22.52 acres of land more or less. of. ! N OR U.J0 CClo w, PIPE GI., pa b 0 Cu �! o > C� — Lo o IDj�=� 1 - � n Ago (Z ° 4�A, r 1 � Rau;neo Ir_rFL sceeaL—. a� o o.VNnZEn CAROO,Y STEEL . a) logo, livil -La OAUOE C ED W N L E G E AIR VDigiT W N F Lt.Toe. PROP, Ph N ' PROP, FlI 0 .i to l— PROP, V// ,�� ,� a > s, PROP. S! I % till of ¢ ^ 13 At,-, LL PROP. SJ / �� =� r° Copa n { m PROP, SI r= N H a Ito— ;/ 1 — PROP, S1 cnusnro-ul IswEe nett —1 - PROP. s rDNc Igo nn 1/cl�= clF=. M 0- fog EX. PRE r_, © 7— -i Clef F O PROP. Cl I't av,c. nnFR; ru=e PLAN VIEW aN rn m iVDIA MHSillLINEN 0 ' DIA I/P l33 AAu 170 h� g. STA 3+45,24 SOAR LINE H o `A CONST 5DIA FIN o� \.,\, R.JM=717.01 A, \ V16+ of 0 o STA 1+14,27 Still? 1.1NE H ,'r CDtl57 5' DIA PH y SO o ioJ �I 't Inch =dO Jcaf c (• �. i to F'C=T9{]3�25 STA 0}00.00 StillU4O w E N � U CONSi 5' DIA MH RIM=715,27 IF or ` �IlAniq^l A°.4. 16 ScpR9FilCt"CD J Ip1STALL 12" PlATEfl U ce Igo, got ut zJGJ I / Cg06Y / CAUTION D, CRANPoELL Existing underBra S,••1059470I g 'T utilities, Contrao \ - /�j22.," F£Nsf;,• J�-. sig� go IocaAonsand fletdv. COfJN TO EX rOA•��• ENe E 12_{VATER� depth ands(zes I se-„x I I .�Lot y �' Utilities poor to I (oo.ni p°;-� : t I' I1.Ib2015 too is a ®'® REVISIONS - � SeveJ / Line Updated Water 8-26-15 Updated Wafer 11.10-15 € 1 Somo4d P , o%an j Hater y Updated Offslte 11-11-15 1 'fHE<ISVr Infff ES AtZ t J VYote' Line LOCAICD [Ron RUERng DESIGN: CCM I THE Elio BEER DOES not. vraie WaIN — DRAWN: CCM 51ALL E- IAE RE�3Etr< Sey.; _ Strv, 5' IVRICAtLY INE MATRry� 1 �-_I- I 1 --- DATE: 11/1D2015 CONs1RwIlp?!, to TArT ' �.� f I I I VEMICR(D, AND TO SCALE: p � IoI I t I I'OWES rnRCaDAvIACCES NOTES' Ens,ac unmos Typical Service Location FILE: s Sheet 18 of 24 H BIT C f DEN PARK, At" PHASE STIMATE F2212 CO® C_3x7 RCB C01 C-3x5 RCB C01 C-30" RCP C01C_21" RCP C01 C40' Curb Inlet C0� 1 C-4x4 Wye Inlet C01 C-12" Water Line (offsite) C-12 Water Line (Lindsey) C-12" Water Line (onsite delta) C01 C-12" Gate Valves C01 Total l_ Ductile motile lron Fittings-43 EA C01 C-Connect to Existing 12" Water Line C-REM and Rep. Concrete Paving for Water Line Connection at Grand View and CR 376 due to stub out not being at C01 location per as builts C01 B-WL-REM and Rep. Paving -Asphalt C01 WL-Traffic Control Remove and Replace Wood Fences for CO2 offsite 12" water line installation Re -sod Backyards after offsite 12" water CO2 line is installed 2 Offsife Pavement CR 376-CR 427Paving ' 3 Offsite Lime Stabilization 4 0 rsite Lime CO2 Lindsey Lane Asphalt CO2 6" Road Base Driveways Remove Existing Road and Revegetate CO2 with Seed or Sod CO2 Lindsey Lane 8' Wide Sidewalk Connect to New Asphalt to Existing CO2 Pavement t� b ' Contract Amount o $364,00 FT 174.00 $220.00 FT $63,336400 541.Q0 $11%020.00 $62.00 FT 87.00 , $392.00 FT $51394.00 69.00 $2,208.00 $3,000.00 EA 1400 $3,2Q0.00 EA $3,000,00 1.DD $3,200.00 2777.00 $42.00 FT $116,634,00 $12.00 FT 914.00 $38� O 1615.00 $19 380.00 $1,750.00 EA 8.00 $3,500.00 TONS $14,000.00 5.75 $20,125000 $1,500.00 EA 2.00 $3,000.00 $10.00 �SQ FT 253.00 $10.00 SQ FT $2,530.00 212.00 $2,120.00 $1,500.00 EA 100 $1,500.00 $35.00 LF 860.00 $30,100800 $5.50 Sy 1500400 p®Vements $8,250.00 $37.50 SY 1919400 $2.00 Sy $711962.50 1919.00 $3,838600 $165.00 TONS 36.00 $46.50 Sy $5,940.00 --- 1303.00 $60589.50 , $47.50 Sy 154.00 $7,315.00 $2.00 Sy 2338.00 $32.00 LF $4,676.00 600.00 $19/200000 $15.00 LF 50.00 $750.00 $196,158600 $256,027.00 5.1050 % $174,271.00 $626145640o $311949.26 r 1. Legal corporate or business name of the Developer/Owner: Anna 190. LLC a Texas limited @@abil@ty company 2. Name and title of the person with authority to execute the Impact Fee Credit Agreement on behalf of the Developer/Owner: M.T. Akhavizadeh 3. Name of Development: Camden Park, Phase 1. Attach as "Exhibit A" a legal description of the property or new development for which the impact fee credit would be applicable. 4. Capital Improvement facilities for which impact fee credits are claimed: Lindsev Lane paving improvements and 12" water line upgrade and axtension. Attach as "Exhibit B" design or construction plans of the Capital Improvement facilities for which impact fee credits are claimed. 5. Estimated Construction Cost, with respect to the engineering, design, and construction of the of the Capital Improvement facilities for which impact fee credits are claimed. $6581405.26. G. Attach as "Exhibit C" an opinion of probable cost prepared by a Texas Professional Engineer of the Capital Improvement facilities that will be constructed and for which impact fee credits are claimed. City inspection fees, and contingency estimates shall be included in the opinion of probable cost. Applica ■ill Ill rA iIIIIIIIIIII CAMDEN PARC, PHASE 1 This Impact Fee Credit Agreement (this "Agreement") is entered into between the City of Anna, Texas (the "City") and Anna 190, LLC, ("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, and shall supersede any previous agreement between the Parties only to the extent that any such agreements directly conflict with the terrns of this Agreement; and WHEREAS, Developer owns and desires to develop a parcel or parcels of real property (the "Property") in Collin County, Texas, which is composed of approximately 22.52 acres of land located entirely within the corporate limits of the City of Anna and is more particularly and separately or jointly described in the attached Exhibit A; and, NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION 3. 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 Developer and the City. SECTION 2 DEFINITIONS City Code means the Anna City Code of Ordinances. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf ofthe City Manager with respect to this Agreement if the designation is in writing and signed by the current or acting City Manager, City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City, Development means the new development on the Propertythat is the subject of this Agreement. Estimated Construction Cost, with respect to the engineering, design, and construction of the Roadway Project, means $389,320.88. IMPACT FEE CREDIT AGREEMENT Final Construction Cost, with respect to the Roadway Project, means the dollar- amount actually paid for the engineering, design, and construction of the Roadway Project at the time of full and final completion, dedication and acceptance the Roadway Project. City inspection fees shall not be included in the Final Construction Cost, Final Credit Amount, with respect to the Roadway Project, means a dollar amount equal to the Estimated Construction Cost or the Final Construction Cost, whichever is less. Roadway Improvements means right of way preparation, paving excavation, construction of concrete paving, storm drainage, curbs, signage, roadway transitions, turn lanes, pavement markings, sidewalks, irrigation, landscaping, lighting and any other improvements necessary for a complete roadway system, of the portion of Lindsay Ln. that is the subject of this Agreement. Roadway Project means the Roadway Improvement for Lindsay Lane from approximately 600 feet east of SH 5 and traveling east approximately 674.55 linear fee, also depicted as Station 0+00 to Station 6+74.55 on the civil engineering plans for Camden Parc in Anna on file win the City of Anna Public Works department, further described and depicted in Exhibit B, attached hereto. SECTION 3 GENERAL PROVISIONS. (a) Documentation of Actual Amount Paid. Once Developer fully completes the Roadway Project, and before the City has accepted such Roadway Project after inspection, Developer shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the Final Construction Cost. (b) Maintenance Bond. For each construction contract for any part of the Roadway Project, 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 Roadway Project, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Roadway Project constructed under such contract. (c) 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, his 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, his 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. CAMDEN PARC, PHASE 3. ROADWAY IMPACT FEE CREDIT AGREEMENT (d) Insurance. Developer or its contractor(s) shall acquire and maintain, duringthe period of time when any of the Roadway Project are under construction and until the full and final completion of the Roadway Project and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000,00, Such insurance shall also cover any and all claims which might arise out of the Roadway Project construction contracts, whether by Developer, a contractor, subcontractor, materialman, or otherwise. Coverage must be on an "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Developer shall provide to 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. (e) Indemnification and Hold Harmless. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND 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 LIMITATION, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER 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 OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF DEVELOPER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE ROADWAY PROJECT, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT, AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE DEVELOPER'S DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE ROADWAY PROJECT THAT ARE THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION, THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND DEVELOPER, DEVELOPER FURTHER COVENANTS AND AGREES TO INDEMNIFY HOLD HARMLESS, AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS BY ANY PERSON CLAIMING AN INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS CAMDEN PARC, PHASE 1 ROADWAY IMPACT FEE CREDIT AGREEMENT IN THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH DEVELOPMENT OF THE PROPERTY; OR (3) ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY, 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 CITY'S OWN NEGLIGENCE OR GROSS NEGLIGENCE, (a) Developer ObliRafiions0 Developer shall construct the Roadway Project depicted on the attached Exhibit B, and all Roadway Improvements appurtenant to the Roadway Project. (b) City Obligations (1) The Final Credit Amount shall be a credit against Roadway impact fees otherwise due to the City from Development of the Property. The Roadway impact fee credit for the construction of the Roadway Project shall be redeemed at the time of issuance of building permits, and such redemption shall apply to the full amount of the Roadway impact fees that would otherwise be collected until the Roadway impact fee credit authorized by this Agreement has been exhausted. (2) Notwithstanding Section 4(b)(1) above, the Roadway impact fee credit for construction of the Roadway Project shall not exceed the total amount of Roadway impact fees due from Development of the Property. (3) Notwithstanding Section 4(b)(1) above, the impact fee credit authorized by this Agreement shall expire on September 30 in the tenth year following the date the Roadway Project is complete and formally accepted by the City. (4) The City shall have the right to collect Roadway impact fees due from the Development of the Property after the credit authorized by this Agreement has been exhausted or after the credit expires, whichever occurs first. 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 anal acknowledged by a public notary. The City's duties and obligations hereunder shall not arise unless and until the City Manager and the Developer have duly executed this Agreement. CAMDEN PARC, PHASE S ROADWAY IMPACT FEE CREDIT AGREEMENT SECTION 6 TERMINATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement. (a) All obligations and covenants of Developer under this Agreement shall constitute covenants running with the land, and shall bind Developer and each successive Developer of all of any portion of the Property. (b) This Agreement shall not be assignable by Developer without the prior written consent of the City. SECTION 3 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 communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt 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 P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Developer: Anna 190, LLC Attn. M. T. Akhavizadeh 9400 N. Central Expressway, Sr,rite 475 Dallas, Texas 75231 (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 the City and Developer expressly amending the terms of this Agreement. CAMDEN PARC, PHASE 1 ROADWAY IMPACT FEE CREDIT AGREEMENT (d) Applicable Law and Venue. This Agreement shall 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. (f) Representation. Each signatory representing this Agreement has been read by the party for which this Agreement is executed and that such Party has had an opportunity to confer with its coun(zel. (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 either Party or any breach of this Agreement, or the failure of either Party to enforce any of the provisions of this 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. (j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City, Developer and Payee and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (I<) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Developer and to any successor beveloper/developer of the Property, may be recorded in the Collin County property records, and runs with the land. (I) Counterparts. This Agreement maybe executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. (m) 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 between 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 CAMDEN PARC, PHASE 1 ROADWAY IMPACT FEE CREQIT AGREEMENT subsequent defaults of the same type. Nothing herein shall waive any obligations of Developer under applicable City Regulations. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANI<] CAMDEN PARC, PHASE 1 ROADWAY IMPACT FEE CREDIT AGREEMENT Developer: By M. IN STATE OF TEXAS § Y1 § COUNTY OF Before me, the undersigned notary public, on the Iq day ofD, 2016, personally. appeared M. T. Akhavizadeh, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as Manager o/f�Anna 190 Notary Public State of Texas CAMDEN PARC, PHASE 1 ROADWAY IMPACT FEE CREDIT AGREEMENT CITY OF ANNA Phijlip Sanders, IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF W °.ru Hager Lauret3a Kay Blacketer My Commission Expires Q 3/01 /2017 Before me, the undersigned notary public, on the %�',' day of l_C'L4VlcL) 2016, personally appeared Philip Sanders, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas, Notar�j Public, State of Texas CANCDEN PARC, PHASE 1 ROADWAY IMPACT FEE CREDIT AGREEMENT ATTACH M E NTS Exhibit A —The Property (legal description) Exhibit B —Roadway Project CAMDEN PARC, PHASE 1 ROADWAY fMPACT FEE CREDIT AGREEMENT e 64 OWNERS CERTIFICATE Being a part of a 57.48 acre tract of land situated in the State of Texas, County of Collin, being part of the J. C. Brantley Survey, Abstract No. 114, and being described in a deed to SHG LAND INVESTMENTS OF ANNA FIVE, LTD., as recorded in Instrument No, 20060524000707160 of the Deed Records of Collin County, Texas and being more particularly described as follows: BEGINNING at the most northerly northwest corner of said called 57.48 acre tract, on the South side of County Road 376, same being the northeast corner of a tract of land conveyed to T.J. Warren by County Clerk's File No. 96-0110244, Deed Records Collin County, Texas, and being in the South line of a tract of land described in a deed to Kevin Luong as recorded in Courity Clerk's File Number 20110803000810210 of the Deed Records of Collin County, Texas; THENCE South 89°57'48" East, with the South line thereof and along the north line of said SHG Land tract, a distance of 632.03 feet to a point for corner in said road and being in the South line of a tract of land described in a deed to Augustine J. Lisai as recorded in County Clerk's File Number 96-0032196 of the Deed Records of Collin County, Texas; THENCE South 0000212" West, through the interior of said SHG Land tract, a distance of 60.18 feet to a capped iron rod stamped "KAZ" set; THENCE North 89 degrees 57 minutes 31 seconds West a distance of 21.79 to a capped iron rod stamped "KAZ" set; THENCE South 20 degrees 40 minutes 53 seconds West a distance of 176.81 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the right having a radius of 225.00 feet an a chord bearing and distance of South 53 degrees 21 minutes 08 seconds East, 123.78 feet; THENCE along said curve an arc length of 125.40 feet to a capped iron rod stamped "I<AZ"set; THENCE South 37 degrees 23 minutes IQ seconds East a distance of 173.97 feet to a capped Iron rod stamped "KAZ" set at the beginning of a curve to the left having a radius of 175,00 feet and a chord bearing and distance of South 54 degrees 06 minutes 56 seconds East, 100.75 feet; THENCE along said curve an arc distance of 102,19 feet to a capped iron rod stamped "KAZ" set; THENCE South 70 degrees 50 minutes 42 seconds East a distance of 20.47 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the right having a radius of 425.00 feet and a chord bearing and distance of South 50 degrees 21 minutes 01 seconds East, 297.61 feet; THENCE along said curve an arc distance of 304.05 feet to a capped iron rod stamped "KAZ" set; THENCE South 29 degrees 51 minutes 19 seconds East a distance of 14.67 feet to a capped iron rod stamped "KAZ" set; THENCE North 74 degrees 28 minutes 12 seconds West a distance of 13.53 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve t the right having a radius of 775.00 feet and a chord bearing and distance of North 61 degrees 56 minutes 32 seconds East, 27,79 feet; THENCE along said curve an are distance of 27.79 feet to a capped iron rod stamped "KAZ" set; THENCE North 60 degrees 54 minutes 54 seconds East a distance of 31.06 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the left having a radius of 175.00 feet and a chord bearing and distance of North 53 degrees 23 minutes 12 seconds East, 45.86 feeet; THENCE along said curve and arc distance of 45.99 feet to a capped iron rod stamped "KAZ" set; THENCE North 45 degrees 51 minutes 29 seconds East a distance of 18.31 feet to a capped iron rod stamped "KAZ" set; THENCE South 29 degrees 19 minutes 41 seconds East a distance of 51.66 feet to a capped iron rod stamped "KAZ" set at the beginning of a curve to the right having a radius of 225.00 feet and a chord bearing and distance of South 52 degrees 44 minutes 11 Seconds West, 64.02 feet; THENCE along said curve an arc distance of 64.23 feet to a capped iron rod stamped "KAZ" set; THENCE South 60 degrees 54 minutes 54 seconds West a distance of 18.91 feet to a capped iron rod stamped "KAZ" set; THENCE South 29 degrees 05 minutes 06 seconds East a distance of 119.85 feet to a capped iron rod stamped "KAZ" set; THENCE North 60 degrees 40 minutes 19 seconds East a distance of 82.82 feet to a capped iron rod stamped "KAZ" set; THENCE South 29019'41" East, a distance of 168.19 feet to a capped iron rod stamped "KAZ" set; THENCE South 24018'44" East, a distance of 195.23 feet to a capped iron rod stamped "KAZ" set in a South line of said SHG Land tract and being in the North line of a tract of land described in a deed to Anna Economic Development Corp., as described in Volume 5813, Page 2769 of the Deed Records of Collin County, Texas; THENCE South 76053'33" West, with the common line thereof, a distance of 198.60 feet to a capped iron rod stamped "KAZ" set; THENCE North 55'26'11" West, a distance of 146.08 feet to a capped iron rod stamped "KAZ" set, said point being the beginning of a non -tangent curve to the left having a radius of 50.00 feet and a chord bearing and distance of North 42'19'56" West, 97.40 feet; THENCE Northwesterly along said curve to the left, an arc distance of 134,21 feet and a chord bearing and distance of N 42'19'56" W, 97.40 feet to a capped iron rod stamped "KAZ" set; THENCE North 21°39'09" West, a distance of 101.21 feet to a capped iron rod stamped "KAZ" set; said point being the beginning of a non -tangent curve to the right having a radius of 945.00 feet and a chord bearing and distance of South74°33'59" West, 76.77 feet; THENCE Southwesterly along said curve to the right, an arc distance of 76.79 feet and a chord bearing and distance of S 74°33'59" W, 76.77 feet to a capped iron rod stamped "KAZ" set; THENCE South 76053'40" West, a distance of 906.77 feet to a capped iron rod stamped "KAZ" set; THENCE North 13'06'20" West, a distance of 170.00 feet to a capped iron rod stamped "KAZ" set; THENCE North 76653'40" East, a distance of 12A7 feet to a capped iron rod stamped "KAZ" set; THENCE North 13°06'20" West, a distance of 384.05 feet to a capped iron rod stamped "KAZ" set in the South line of said Warren tract; THENCE North 89°44'59" East, a distance of 34.19 feet to a capped iron rod stamped "KAZ" set for the Southeast corner of said Warren tract; THENCE North 00014'05" West, along the east line of said Warren tract, a distance of 603.25 feet to the PLACE OF BEGINNING and containing 981,061 square feet or 22.52 acres of land more or less. I I 7 L �TREGIN SOLID DOUBLE ' YELLOW STRIPING BTMIN Sato IIINTE SiRTWO _Goniity Road 3'76 _FF �^ _ ' N un W ndleverhead _ m [o csli fi,i r;q tlr= Icc,:tian. fill e'r.L=billg S eatan. BTA 0+12.00, 8: BEGIN SOLID 1H STRIPING STA 9+45.00. 12.5' LT END SCUD 6HRTE WSTALL MIMI) 17I-4L REVERE CURVE SIGN o�I sCounty Road 376 — INSTALL 11UTC0 Ih-4,4 1_ — E— '" \ �STA 9+45.00, O' Li REVERSE CURVE SIGV END .,OLIO 000BtE SiA 9+45.OD, 12,51 RT END SAID NNITE I I ' - . S761HNG IPk , I I J I I V / 1J. 0 o G �N n r ri ® O] ` V v Lj c n 1 7 c in co v' a' ®W •: yi- N i� i= n: r• � \p n o 1p is in kP_ v� J'- Vl O H r. � H � o L U C� "0 �— • �I U) `J o U ,a sr:•;K it it 11, tj ...j+,, :'. o>-O&Z016 REViS3nNS AciIGPI: CC4�� .. _ L HOUR H L ANNA CAMDEN PARK, PHASE I ESTIMATE FOR CITY REIMBURSEMENT Item No. Description Cost/Unit Unit Total Devised Quantity Revised Contract Amount Storm Sewer Improvements C01 C-3x7 RCB $364000 FT 174.00 $63,336400 C01 C-3x5 RCB $220.00 FT 541.00 $119,020000 C01 C-30" RCP $62.00 FT 87.00 . $5,394800 C01 C-21" RCP $392400 FT 69.00 $21208.00 C01 C-10' Curb Inlet $31000.00 EA 1.00 $31000.00 C01 C-4x4 Wye Inlet 1 $3,200400 1EA I1.00 $3,200000 Water improvernents CO, C42" Water Line (offsite) $42.00 FT 2777000 $116,634900 C42" Water Line (Lindsey) $42.00 FT 914.00 $38,388000 C01 C42" Water Line (onsite delta) G12" Gate Valves $12.00 �FT $1,750400 EA 1615.00 8.00 $19,380.00 $14,000.00 C01 Total Ductile Iron Fittings-43 EA $3,500400 TONS 5.75 $20,125.00 C01 C-Connect to Existing 12" Water Line $1,500.00 EA 2.00 $3,000,00 C01 &REM and Rep. Concrete Paving for Water Line Connection at Grand View and CR 376 due to stub out not being at Pocation per as builts $10.00 SQ FT 253.00 $2,530900 C01 B-WL-REM and Rep, Paving-Ashhalt $10.00 SQ FT 212.OD $2,120.00 C01 WL-Traffic Control $11500.00 EA 1.00 $11500.00 CQ2 Remove and Replace Wood Fences for offsite 12" water line installation $35.0Q LF 860.0Q $3011Q0.00 CO2 Re -sod Backyards after offsite 12" water line is installed $5.50 SY 1500.D0 $8,250*00 Paving improvements 2 Offsite Pavement CR 376-CR 427 $37.50 SY 1919000 $71,962450 3 Offsite Lime Stabilization $2.00 SY 1919.00 $3,838400 4 Offsite Lime $165.00 TONS 36.00 $5,940,00 CO2 Lindsey Lape Asphalt $46.50 SY 1303.00'f $60,589.50 CO2 6" Road Base Driveways $47.50 SY 154.00 $7,315000 CO2 Remove Existing Road and Revegetate with Seed or Sod $2.D0 SY 2338.00 $4,676400 CO2 Lindsey Lane 8' Wide Sidewalk $32.00 LF 600.00 $19,200400 CO2 Connect to New Asphalt to Existing Pavement $15.00 LF 50.00 $750400 Subtotal Storrs Sewer Improvements $196,158.00 Subtotal Water Improvements $256,027600 Subtotal Paving Improvements $174,271400 . Engineering Desggn 5.10% % $6261456.00 $31,949.26 GRAND TOTAL $658,405.26 Camden Parc Phase 1 Paving & Storm Costs .............................................................................................. ........................... ................... ? ................................. ............................................... 9/18/2017 .............................................................................................. ITEM ........................... .................... QUANTITY:: UNIT ................................. BID AMOUNT:: ............................................... COST ...................................... STORM SEWER ........................... ................... . ................................................................................. Iff ........................... .................... 174. 00:: FT ........ ..................................... .00 . ........ 00 Iff-"M"Ruff, 5 4 1 00 F T m6 0 0 . ........ 626. 00 U-NYRCP ..................................................................... ............. . "8706: ....... ...... rT ........ $62,.,66 .......... . ...................... . ........ F �6,muo ........................................................ .............. ............... �.. 6! ....... ...... 6 6 rT ......... Pfbb ......... ........................ ................................ ............................ .................. . ...... 1,06: '9A ...... ...... .66 ...... ........................ P"*666* $ .................... 3,000.00 ... e, I'n" le"'t ........................................................ ........................................ 1. 00:: ....... EA . ...... 5S"266,0, ... 0 ....... : .............. .......... v�"260 ........ I .00 SUB-TOTAC ... 9TbkM­9EWEK .............. ............ .............................................................................................. ................................................ ........................... .................... .................................. ................................. ................... ......................... v96,158.00 ............................................... .............................................................................................. PAVING ............................................................... * ....... . ........................... ................... ........................... .................... . ................................. ................................. ............................................... ................................................ 'Offffie, ... Nve' .... m ... e ... n"t .... C ... R ..... P, ... 6"-' C" ... R .... 4 ... 2 ... 7 .................... .......... . ....... 97 ...... ......... PT.66 ......... ...................... 71,962.50 '0 f ff f i Lime Stabilization ' ........ ........ ........ ...... t ......... NVZ.92!1919.00€ ....... 97 ...... : ........... P.M .......... ........................ KT4H;f * bffffie' Lime .............. i M-66: TUN'9": ........ ....................... W9 , '66 K.946: ....... .00 ................ ........ ........ !ndsey Lane Asphalt . ...... ... 0 ... 3"'0"0"", ...... S, , Y, ........ ....... ......... ...................... .6..0...,.5. ... 8--9 ..... 5-0. ... ... .............. 6" Road 9*asi�Driveways ­­154.00: .............................................................................................. ............................................. . ........................... ................... SY .................................. I ................................................................................. ........ .00 Remove Existing Road and Revegetate with Seed or Sod 2338.00 SY $2.00 $4,676.00 ............. Lindsey Lane 8' Wide Sidewalk............. ............ 66U.66! ....... Elf ...... ......... : ..................... ; '$'l ... 9",'2' ... 0-0, .... 0,0"', .............................................................................................. Connect to New Asphalt to Existing ................................................ ................................. ............................................... 50.00 LF $15.00 $75..0.00 'Vi'..................................... 90U-T5TAEAVK6 .P...a...v..e...m....e...n..t......................................................................... ...........................I.. ............................................... .................................................. ................................. . .....v.74,578.04. ............................................... .............................................................................................. SUB -TOTAL ...9T*6kM1,­8EWEK.........................I.: ........................... ................... tr........................... ................... ? ................................. ............................................... ................................. ................... 196,1.5..8.00 906-TOTAUVAVER6............................................................................................ ....................................................174,578.04.. .. ENGINEERING DESIGN .............................................................................................. 5.11 % ........................... ...................................................................................................... Wo,7M.04...........................W.907.54 ........ * ...... .................... GRAND TOTAL -PAVING & STORM PHASE 1 ......................... ............................. ........................ $389,643.58 Camden Parc Phase 1 Water Costs ..............................................................................................:........................... n ................... :.................................. :.............................................. 9/18/2017 ............................ :............................ WATER - Phase 1 ................... :.................................. :.............................................. ......................................................................................:.................................. C-12"Water Line (offsite) 2777.00i ............................................:............................................ FT $42.00 $116,634.00 ............. C-12"Water Line (Lindsey) ..........................._.............................. 914.00i FT42.00 ...... ....... ............ $38,388.00 .........................................................................:...........................:.............................. C-12"Water Line (onsite delta) 1615.00i FT .....................:............................................ $�12.00 $19,380.00 . ............................:...........................:...............................7 C-12" Gate Valves 8.00: EA .. .................................... 1,750.00 '• ............ 14,000.00 ........................................"ift"i................................................�...........................:...................�....... Total Ductile Iron Fittings-43 EA 5.75 TONS .......................�...................... $3,500.00 ..................... $20,125.00 .............. �........................... C-Connect to Existing 12" Water Line ..............................................................................................:...............................................:..................................:.............................................. h......... 2.00 A...... �....... EA ........................ 1,500.00 �............................................ $3 000.00 C-REM and Rep. Concrete Paving for Water Line Connection at Grand View and CR 376 due to stub out not being at location per as builts 253.00 SQ FT $..2..,.51..3.2..00......00...0 B-WL-REM and Rep. Paving-Ashpalt ..............2.1.......0.....n............F...T .... .;$10.00 ........................ ............................. ..............................................................................................:........................... .............. 1 ............................................... .............0.... .$WL-TffcControl 1500.00 Remove and Replace Wood Fences for offsite 12" water line installation .............................................................................................. i........................... 860.00: ¢...................;.................................. LF $35.00 i.............................................. $30,100.00 Re -sod Backyards after offsite 12" water line is installed 1500.00: SY $5.50 $8,250.00 ............:..........................._. SUB -TOTAL WATER :....................................................:........ ... ........$266,627:60 ENGINEERING DESIGN..............................................................5.1 ..............................................................................................:...............................................:..................................:.............................................. ....................$256, 027.00 ...,.......................�.13, 057.3E ...........................¢................... .................................. ....................269,084.3E Cnanmel|Engineehng Cost Breakdown Camden Parc Phase 2 Paving & Storm Costs 9/18/2017 ITEM �,RIUAIV50iqf! .00 00 Page 2:03PK4 Camden Parc Phase 2 Water Costs 9/18/201 WATER - Phase 2 '9 WATER (Lindsey '''... L­n­ -F, .... ........ L .... F., .... 'lY ... WATER '(Uhds' ... (Lindsey ... En".) ................................ ........................... . ..... 1377:: L.F. .... ........ ................. WIT: ................ .... $64'7n�l! .............. 8" GATE VALVE (Lindsey Ln.) ........................... 4 ................... 4:: EA. ........... ................................... u,163.17 ........ '­''­......'...........................***............................................'.... lTZATffVA1VE(Qndsey Ln) 6r ........... ..................... VI�K91`Pb%4...g, ­' FIRE HYDRANT W% 6" LEAD (Lindsey n. .........................-•.....' 6EA. ................. ..................... ............. V2,6432 .......................... CONNECT TO EXISTING (Lindsey Ln.) ...... ...................... EA ............................ 500.01 '...................................................................................................... .90ND 2.50%....L.S...... .. ........$98,'972.76:........................52,474.3: .... *',...', WATER"A' , T ... E, R, , ........ , ........ , ........ ............ SUB -TOTAL,.................................. ............................ ................... .................. ENGNEERINGbE8,16,14 ........................................ .............................................................................................. .........................1... . ............... 5: 3% ........................... : . ................... ......................... .................................. ........................................ GRAND TOTAL -WATER PHASE 2 .............. I Item No. 8. City Council Agenda Staff Report Meeting Date: 9/26/2017 Y{OUW HOMETOWN AGENDA ITEM: Consider/Discuss/Action regarding an ordinance amending Ordinance No. 748-2017 (Management of Public Rights -of -Way) and establishing a revised ordinance for Public Right -of - Way Management. (Joseph Johnson) SUMMARY: At the August 22, 2017 Council meeting, City Council approved a revised Right -of -Way Management Ordinance conforming to Chapter 284 of the Texas Local Government Code. Enacted by the Texas Legislature, Chapter 284 eliminates municipal discretion over whether to allow certain facilities on municipal property, but allows enforcement of a permitting process, some limited design criterion, and imposition of specified fees. The proposed amendment to the existing ordinance simply adds certain additional requirements and/or clarifications. STAFF RECOMMENDATION: Staff recommends approval of the Ordinance amending Ordinance No. 748-2017 (Management of Public Rights -of -Way) and establishing a revised Ordinance for Public Right -of - Way Management. ATTACHMENTS: Description Upload Date Type ROW Ordinance Amendment 9/21/2017 Ordinance CITY OF ANNA, TEXAS ORDINANCE NO AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS AMENDING ORDINANCE NO. 748-2017 (MANAGEMENT OF PUBLIC RIGHTS -OF - WAY); ESTABLISHING A REVISED ORDINANCE FOR PUBLIC RIGHT-OF-WAY MANAGEMENT; AMENDING PART IV OF THE CODE OF ORDINANCES (SCHEDULE OF FEES), ARTICLE 5 (GENERAL MISCELLANEOUS FEES), BY AMENDING AND REVISING SECTIONS 11 AND 15, AND ADDING A NEW SECTION 74; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City of Anna, Texas ("City") is charged with maintaining control of and access to the right-of-way in order to protect the health, safety, and welfare of its citizens; and WHEREAS, in accordance with applicable federal laws, including, but not limited to, 47 U.S.C., Section 253(c) and state laws, including, but not limited to, Texas Utility Code, Section 14.008 and Section 54.205, Texas Civil Statutes, Article 1175, Texas Local Government Code, Chapter 284, and Section 283.056, the City exercises its historical rights to control and manage its public rights -of -way in a competitively neutral and nondiscriminatory basis; and implement certain police power regulations in the use of those public rights -of -way; and WHEREAS, the City Council of Anna ("City Council") has investigated and determined that it would be advantageous and beneficial to the City and its citizens to amend The Anna City Code of Ordinances ("Anna Code"), by amending Part II, Article 50 (Public Right -of -Way Management), Section 11 (Construction Standards), Section 15 (Location of Utility Structures), to add a new Section 74 (Ownership), and to amend Part IV (Schedule of Fees), Article 5 (General Miscellaneous Fees), Section 12 (Right -of -Way Permit Fee); NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Amending Article 50 to Part II of the Anna Code 2.01 This ordinance amends Part II, Article 50 (Public Right -of -Way Management), Section 11 (Construction Standards) of the Anna Code to add the provisions below, to CITY OF ANNA, TEXAS ORDINANCE NO. Page 1 of 5 become and made part of the Anna Code, with additional provisions in underlined text (example) and deleted provisions in strikethrough text (example), as follows: ARTICLE 50. PUBLIC RIGHT-OF-WAY MANAGEMENT Section 11. Construction Standards 11.04 Public Notification. (a) For any closure of a traffic lane or blocking of a sidewalk or alley lasting six days or less, the permittee shall conspicuously mark its vehicles with the permittee's name and telephone number. (b) For projects scheduled to last more than seven calendar days, a three feet by three feet informational sign stating the identity of the person doing the work, a local telephone number and Owner's identity shall be placed at the location where construction is to occur 48 hours prior to the beginning of work in the Right -of -Way and shall continue to be posted at the location during the entire time the work is occurring. The informational sign will be posted on the Public Right -of -Way 100 feet before the construction location commences, unless other posting arrangements are approved or required by the Director. (c) When projects last more than seven calendar days, the Owner shall also provide written notification to all adjacent property occupants 48 hours prior to the beginning of construction. Informational fliers shall include the person doing the work, a local telephone number, Owner's identity, and proposed schedule. (d) Owner shall provide the notice in subsection (c) above to record owners and occupants (if applicable) of all properties abutting the same Public Right -of -Way within 300 linear feet of any area where Facilities are to be relocated or removed arior to initiatina such work. (Ordinance - , adopted ) 2.02 This ordinance amends Part II, Article 50 (Public Right of Way Management), Section 15 (Location of Utility Structures) of the Anna Code to add the provisions below, CITY OF ANNA, TEXAS ORDINANCE NO. Page 2 of 5 to become and made part of the Anna Code, with additional provisions in underlined text (example) and deleted provisions in strikethrough text (example), as follows: ARTICLE 50. PUBLIC RIGHT-OF-WAY MANAGEMENT Section 15. Location of Utility Structures 15.07 Underground facilities shall not be removed without the advance written consent of the City, which shall not be unreasonably withheld. This restriction is applicable even when the Owner's franchise or other Municipal Authorization to occupy a public right-of-way has expired or been otherwise terminated, and also applies when underground facilities are being abandoned. (Ordinance - , adopted ) 2.03 This ordinance amends Part II, Article 50 (Public Right -of -Way Management), of the Anna Code to add a new Section 74 (Ownership), to become and made part of the Anna Code, with additional provisions in underlined text (example) and deleted provisions in strikethrough text (example), as follows: ARTICLE 50. PUBLIC RIGHT-OF-WAY MANAGEMENT I ... I Section 51. — Section 734. Reserved. Section 74. Ownership No equipment, fixtures, or other personal property erected or placed in a Public Rights -of -Way by any Person other than the City will become or be considered by the City as being affixed to, or a part of, the Public Rights -of -Way. All portions of said personal property constructed, modified, erected, or placed by a Person other than the City on, across, over, or beneath the Public Rights -of - Way will remain the property of its original owner unless and until an appropriate written dedication of property is delivered to the City and a corresponding written acceptance is issued. The owner of non -City property located in the Public Rights -of -Way may direct the removal of the property at any time, subject to any prior notification requirements imposed by this Article or other law and scheduling restrictions relating to work taking place in the CITY OF ANNA, TEXAS ORDINANCE NO. Page 3 of 5 Public Rights -of -Way. (Ordinance - , adopted ) Section 3. Amending the Anna Code, Part IV, Article 5 3.01 This ordinance amends Part IV (Fee Schedule), Article 5 (General Miscellaneous Fees), Section 12 (Right -of -Way Fees) of the Anna Code by adding the provisions to become and made part of Anna Code, with additional provisions in underlined text (example) and deleted provisions in strikethrough text (example),as follows: Article 5. General Miscellaneous Fees Section 12. Right -of -Way Fees The City shall not issue any refunds of fees tendered for any equipment covered by Texas Local Government Code Chapter 284 which has been removed. (Ordinance - , adopted ) 12.01 Public Right -of -Way Construction Application Fees See Part II, Article 50 for definitions of the terms below. (a) Network Nodes and Transport Facilities: The lesser of: i) Actual cost to the City, or ii) $500 for an application including up to 5 network nodes, and $250 for each additional network node per application. (b) Node Support Poles: lesser of the actual cost to the City, or $1,000 per application for each pole. (c) Permits for other construction in a public right-of-way: $100. CITY OF ANNA, TEXAS ORDINANCE NO. Page 4 of 5 Section 4. Savings, Severability and Repealing Clauses. All ordinances of the City in conflict with the provisions of this ordinance are repealed to the extent of that conflict. Cross-references in other parts, articles or sections of the Anna Code which make reference to previous enactments carrying the same designation as any section amended by this ordinance shall be construed as referencing whichever currently effective provision best preserves the original intent and effect of the cross-reference. If any provision of this ordinance shall be held to be invalid or unconstitutional, the remainder of such ordinance shall continue in full force and effect the same as if such invalid or unconstitutional provision had never been a part hereof. The City declares that it would have passed this ordinance, and each section, subsection, clause, or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, and phrases be declared unconstitutional or invalid. Section 5. Publication of the Caption Hereof and Effective Date. This ordinance shall be in full force and effective from and immediately after its passage and upon the posting and/or publication, if required by law, of its caption and the City Secretary is hereby directed to implement such posting and/or publication. PASSED by the City Council of the City of Anna, Texas, this day of , 2017. ATTESTED: APPROVED: City Secretary, Carrie L. Smith Mayor Pro Tem, Justin Burr CITY OF ANNA, TEXAS ORDINANCE NO. Page 5 of 5 Item No. 9. City Council Agenda Staff Report Meeting Date: 9/26/2017 Y{OUW HOMETOWN AGENDA ITEM: Briefing/Discussion regarding a proposed I nterlocal Agreement with the Anna I SD for use of parking at Slayter Creek Park. (Maurice Schwanke). �Y�J►�i 1 Ji I_1:�'il The Anna IS D is planning on a phased improvement to the Football stadium located to the east of Slayter Creek Park and west of the middle school. Additional parking is required as part of these improvements. The Anna IS has been informally using the parking that was constructed as part of the Slayter Creek Park improvements. An I nterlocal Agreement is now being proposed to formally allow the usage of existing parking and to allow the AI S D to construct additional parking in the Park with a second point of ingress and egress. The area to be used for parking is currently covered with road base material that is used intermittently by visitors to Slayter Creek Park. Since Slayter Creek Park is a significant attraction regionally, additional parking would eventually be needed. The parking for the stadium would be phased in as need develops using the following scenario: 1. Phase 1 seating will include 3,600 seats with 900 permanent parking spaces being provided on site and with the shared parking at Slayter Creek Park. 2. Phase 2 seating will include an additional 1,200 seats with 300 additional parking spaces being provided. 3. Phase 2 parking will commence with the construction of a new locker room or the construction of High School Addition Phase 11, whichever comes first. 4. Total capacity of stadium will be 4,800 seats with 1,200 total parking spaces being provided on site including the shared parking at Slayter Creek Park. 5. All seating would be constructed concurrently, however, until Phase 2 parking is provided 1,200 seats shall be tarped and unused. 6. In the case of a special event, if grass parking is usable on the Middle School site or spectators bussed from other school facilities, the seats can be un-tarped for the event. 7. A special event would include Homecoming or Playoff games. Additionally, an approved fire lane with an approved turn -around will be provided to the proposed press box through the existing parking lot in Slayter Creek Park. STAFF RECOMMENDATION: Breifing only, no Council action is required at this time. ATTACHMENTS: Description Upload Date Type Parking and Structure exhibit 9/21/2017 Exhibit QH� A e e A - � 0 - - - A e e A - - - (gfD QED - - - A e e A - � - - QED - - - d o e e o v - - v - o - - - o e e o o o e e o (5 PLAN NORTH Anna ISD Stadium Improvements Anna Independent School District 8.14.2017 -, - - _• 4 •- - _° - - 4� °- a ", - -' c ? °d - ",d .° - "O �d d '_ ,_ - - _- - •� - -._� -- - � � - ad - _ - -, - � "a - ." °_ - .4- ;d¢.. _ ,a- -, - - _, ` d� - _ _ d-• - _ - _ _ - _, _ ° -do- d a a " d I _ NEW 24'-0" DRIVE EXISTING FIRE LANE/ DRIVE 4 i d 1 Site Plan - City Park 1 " = 40'-0" WRA PLAN NORTH Anna ISD Stadium Improvements Anna Independent School District 8.14.2017 East Elevation 1 /8" = 1'-0" West Elevation 1 /8" = 1'-0" 199, - R" North Elevation 10'-91, 24'-5" WINDOW SYSTEM BURNISHED CMU SPLIT FACE CMU STONE VENEER PAINTED STEEL C PAINTED CONCRI ,YSTEM JEL SYSTEM 2 East Elevation - Under Bleachers 24'-5" 10'-9" South Elevation 1 /8" = 1'-0" �� 1 /8" = 1'-0" 37'-8" 47'-4" 37'-8" WINDOW SYSTEM RA=AI f)AAICI C\/CTCRA METAL PANEL SYSTEM WINDOW SYSTEM YSTEM JEL SYSTEM GENERAL NOTES: 1. CONSTRUCTION OF THE PRESS BOX WILL CONSIST OF STEEL FRAMED STRUCTURE WITH METAL STUD WALLS. WALL VENEERS WILL CONSIST OF STUCCO, METAL PANEL, & MASONRY VENEERS. 2. CONSTRUCTION OF THE RESTROOMS UNDER THE BLEACHERS WILL CONSIST OF LOAD BEARING CMU WALLS. WALL VENEERS WILL CONSIST OF PAINTED CMU & A METAL PANEL SYSTEM. MASONRY WALL UNDER BLEACHERS 1 -IN I- VVIVVI\L I L VVL IVIIV, I I I . MASONRY WALL UNDER BLEACHERS Anna ISID Stadium Improvements 1 -IN I- VVIVVI\L I L VVL IVIIV, I I I . wp- WRA Architects, Inc. Anna Independent School District 8.14.2017 3 Press Box - Floor Plan - Level 2 1/8" = 1'-0" - a a., a -• a ,. e', d -° "d. � _ _ _ II•d, _ _ _ d- - - _°,-, a _ - "a" _p a_ _d -'. -a 9, _ ° ° _ - d a9 _ _ •� _ q� d- - _. _ _ _. _ a d_a _ - _ _ •�, _ _ - Q° , i Press Box - Floor Plan - Intermediate Level 1/8" = 1'-0" 0 O L- J M 0 WOMENS RR M STORAGE M Ee M N 0 0 0 0 21 FIXTURES 13 FIXTURES MENS NOTE: RR L J 34 NEW TOILET FIXTURES 14 EXISTING TOILET FIXTURES 48 TOTAL TOILET FIXTURES 0 0 0 0 0 ---------------------------- T --------------------------------- T ---------------------------------------------------- T ------ LINE OF BLEACHERS ABOVE SHOWN DASHED O El O 0 Press Box - Floor Plan - Level 1 1/8" = 1'-0" PLAN NORTH O O O O O O O O WRA Architects, Inc. Anna ISD Stadium Improvements Anna Independent School District 8.14.2017 d 4 - 1 ° / d " I d a,n NEW CONCRETE SIDEWALK 1 - I 1 4 1 _ - d ne�," e`4 NEW CONCRETE SIDEWALK AND ° d ENTRANCE CANOPY 1 -1 e ° - d, d _ ed d d° d _ d 4- ° d MASONRY WALL e PROPERTY 1 d LINE a 14'-6" a¢ ° • a P �4 • • a _ 4 °d EXISTING GRAVEL I a° a n d EXISTING 4 BUILDING a' TO REMAIN a- • d n 4 ; ° o d ° d , d d Site Plan - North Ent 1 /16" = 1'-0" PLAN NORTH °4• ° 4 e - EXISTING BUILDING TO REMAIN •d° a da d 4 a d e t dQ 4 NEW MASONRY WALL Q ° _ �,47 n AND GATES 4, °d a a e°d NEW ENTRANCE CANOPY `d - - - 3 Site Plan - South Entry 1 /16" = 1'-0" PLAN NORTH 0 0 r rk=rA1 r1AAIll17\/ PAINTED CONCRETE COLUMNS, TYP. Elevation - Site North Entrance 3/16" = 1'-0" IVIL I P1L- LIV I Fxrl%lVVL VP11 L 2 Elevation - Site South Entrance IVA r/-%I1V 1 LLJ I-,,IJIVVf\L I L VIJ L-U I V I I VJ, I 1 r. IVIL -, I r-%L. L—IV I F\/I14�E GATE WRA Architects, Inc. Anna ISD Stadium Improvements Anna Independent School District 8.14.2017