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HomeMy WebLinkAboutRes 2021-12-1068 Development Agree with Q Seminole Multi-family RedisenceCITY OF ANNA, TEXAS RESOLUTION NO.JU21,4 - 0b)g A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT AGREEMENT WITH Q SEMINOLE ANNA TOWN CENTER, L.P., RELATING TO DEVELOPMENT AND DESIGN REGULATIONS FOR MULTIPLE=FAMILY RESIDENCE DEVELOPMENT LOCATED ON THE EAST SIDE OF THROCKMORTON BOULEVARD, 38± FEET SOUTH OF HACKBERRY DRIVE, WHEREAS, Q Seminole Anna Town Center, L.P., is the Property Owners of real estate generally located on the east side of Throckmorton Boulevard, 38± feet south of Hackberry Drive; and WHEREAS, Property Owners desire to rezone the subject property to allow residential uses; and WHEREAS, Property Owner has agreed to development and design regulations should the City approve rezoning the property. 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 The City Council hereby approves the Development Agreement with Q Seminole Anna Town Center, L.P., attached hereto as Exhibit A, and ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and take all other actions necessary to finalize, act under and enforce the Agreement. PASSED by the City Council of the City of Anna, Texas, on this 14th day of December 2021. ATTESTED: • APPROVED: ke, Mayor tVtLUVMtN I AU LtMtN I I HIS Developmeni. Agreement kLHIS Agreement ) is entered effective as OT December 147 2021 ("Effective Date") between and among the City of Anna, Texas, a Texas home -rule nunicipality ("City") and Q Seminole Anna Town Center, L.P., a Texas limited partnership 14 Property Owner") as follows: Y h Exhibit 1 and depicted on Exhibit 2, (the "Property") and I ontract") the Pronerty is nresentiv under contract to be sold bv the Property Owner nnri purchased by TM BTR OF TEXAS, LLC, a Texas limited liability company or its permitted assigns (the "Develloper"); and, to allow for Planned DevelopmentWultiple�Farriily High Density (PDWF~2) to allow for multiple4amily residences with modified development standards; and, requisite notices by publication and otherwise and have scheduled public hearings with respect to the rezoning of the Property as required by law; and, enter into a development agreement to establish development and design regulations to ensure that future development is appropriate for the area and fits in well with adjacent properties; and, J I I la V1 opvt�o k�a Y 01= I W1 V " Cl" 0 C1 Z)Upt�l Z>t� IVP %wo 1 LY t;YUIC1LIU"0 U111Y LU L"tV t=:XLtVHL LHEIL any such City Regulations directly conflict with the terms of this development agreement; and, KIr%1A1 �rUC0C0n C ; ;R4 44 MF �" k I I J hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date: SECTION 1 . RECITALS INCORPORATED. he recitals set farin above are incorporated herein as 1T set TorTn in TUH TO Turther describe the Parties' intent under this development agreement and said recitals constitute representations by Property Owner, Developer, and the City. 0 11 U%02 1 UU1L=LJ111V%M7 IVIM I V� IMIMON f`V"` V I Y I " LA "!J) VV %JU III G1 %J"I U"] "00 a V"I maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with City Regulations unless expressly stated to the contrary in this Agreement, City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. It is expressly understood and the Parties agree that City Regulations applicable to the Property and its use and development include but are not limited to City Code provisions, ordinances, design standards, uniform codes, zoning regulations not affected by this Agreement, and other policies duly adopted by the City including without limitation any such regulations or requirements that were affected by the passage of Texas H.B. 2439) 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations"), which are collectively incorporated herein as if set forth in full for all purposes; provided, however, to the extent of any conflict between the requirements of Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. For purposes of this Agreement, 'City Regulations" mean the City's applicable development regulations in effect on the Effective Date, including without limitation City Code provisions, ordinances (including, without limitation, all development fees), design standards, and other policies duly adopted by the City; provided, however, that as it relates to public infrastructure for any given phase of the Project, the applicable construction standards (including, without limitation, uniform building codes) shall be hose that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences, �11 %:;W%2 %a %�Wl I ItJ ey U1 %J %�(;Iuou U U qui 0 U %oeooV1 I 1H Y Cl" 0"Y V 1=1 0Uk..o%eoV00V1 0 U1 OZ)0 Y"%w> LU comply with all City Regulations and with the masonry material requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section 9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design Standards, which are incorporated herein as if set forth in full for all purposes, and with the following standards (in the event of any conflict, the following listed standards shall govern). MultiplewFamilly Residence Buildings A. Multiveenfamily building materials cc Be A maximum of 10 percent of any exposed exterior wall may consist of E IFSm Roofing materials of for buildings and structures must be architectural roof sh said shingles shall be accompanied with a minimum 25-year warranty. Under no circumstances shall three -tab shingles be used as roofing material. D. Accessory buildings shall have elevations consistent with those set forth in Exhibit OF SECTION 3. NOTICES. Any and all notices required to be given by either of the parties hereto must be in writing and will be deemed delivered upon personal service if hand -delivered, or when mailed in the United States mail, certified, return receipt requested, addressed as follows: To City: City Manager City of Anna 111 North Powell Parkway PO Box 776 Anna, Texas 75409 Attn: City Manager To Property Owner: Q Seminole Anna Town Center, L.P 8111 Westchester Dr., Suite 800 Dallas, TX 75225 Attn: Brian Bischoff To Developer: TM BTR of Texas, LLC 6735 Salt Cedar Way, Building 1, Suite 200 Frisco, TX 75034 Attn: Sunny Patel With a copy to: TM BTR of Texas, LLC 6735 Salt Cedar Way, Building 1, Suite 200 Frisco, TX 75034 Attn: Jack Rowe SECTION 4. MODIFICATIONS OR TERMINATION. This Agreement may only be modified and/or terminated as follows: (a) by mutual written agreement of Property Owner (or, after the Closing (as hereinafter defined), by Developer instead of Property Owner) and City; and/or (b) unilaterally by City upon default of the Property Owner. Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall terminate and be null and void if the City does not approve the rezoning of he Property to be zoned as Planned uevelopmenWvluitipie�Family Kesidential � High Density (PDWF�2), as set forth in Section 9.04 of the Anna City Code of Ordinances, ("Zoning Ordinance"), The parties acknowledge and agree that the rezoning of the Property is a egislative act and that this Agreement does not bind the City Council to approve any proposed rezoning of the Property, M R r ztl �j V Y %AI %J" WI before July 1, 2022, unless otherwise extended or amended by the parties to the Contract (the 'Closing"). Notwithstanding anything to the contrary herein, upon Closing and funding of the sale of the Property, Developer or its successors or assigns shall fully assume all of Property Owner's rights and obligations under this Agreement that arise or accrue from and after the date of the Closing, and Property Owner, its successors and assigns, shall be fully and completely released from this Agreement for all purposes for all matters that arise or accrue from and after he Closing (it being acknowledged and agreed that Property Owner shall remain liable and responsible for, and Developer shall not be liable or responsible for, any defaults, violations or Dther obligations of Property Owner that arose during or otherwise pertain to any time period prior to the Closing), without the necessity of additional notice from or action by any Party, Nothing in this Section 5 shall serve to release any subsequent owners of the Property from the erms, conditions and obligations in this Agreement. with Property Owner to modify the terms and conditions of this Agreement to accommodate any subsequent purchaser(s) and/or alternative use(s) of the Property. "k� U "�j U "UL [if LU LU L %V %`)ULJZj"UtVlIL rlUYt:;I Ly �,JWHUI, lcM to Comply WILH ail Me maLerial terms and conditions included in this Agreement (the "Defaulting Owner"), City will have the following non�exclusive and cumulative remedies. �I V V " W K;; I %JFZWI Y Gil 0 %U ouwjv%� V the default (but no other portions of the Property) including without limitation building permits and certificates of occupancy, until such default has been cured. Thn Mnfn"Ifln n%Airwignr chnll him linklin +^ +k (�;+ +k ; (te) ()r)n F� k this Agreement, The Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day that such failure to comply occurs. The sums of money to be paid for such failure(s) is not to be considered as a penalty, but shall be deemed, taken and reated as reasonable liquidated damages that accrue per day that such a Tailure shall xist or occur. The said amounts are fixed and agreed upon by the parties because f the impracticability and extreme difficulty of fixing and ascertaining the actual amages the City in such event would sustain; and said amounts are agreed to be the mounts of damages which the City would sustain. In the event of a breach that is not imely cured as set forth below, the sum of liquidated damages shall be calculated to nclude each and every day of the occurrence of the breach beginning on the date that he City first provided written notice of such breach under this paragraph and the City hall not be required to provide any subsequent written notices as to subsequent dates r times during which such breach is repeated or continues to occur equity or in law; provided however, the City waives, and shall not seek against any Defaulting Owner, any punitive, consequential, special or exemplary damages for any default hereunder. this Section 6 unless there is a breach of any material term or condition of this Agreement and such breach remains uncured after forty4ive (45) calendar days following receipt of written notice from the City provided in accordance with this Agreement describing said breach in reasonable detail (or, if the cure of the breach has diligently and continuously been undertaken but reasonably requires more than forty4ive (45) calendar days to cure, then such additional amount of time as is reasonably necessary to effect the cure, as determined by both Parties mutually and in good faith but in no event shall such additional period exceed 120 days unless agreed to in writing by the parties to this Agreement). Except as otherwise provided for herein, this Agreement will be binding upon and inure to the benefit of the parties' respective successors, assigns and personal representatives. This Agreement will run with the land and be binding on all subsequent Property Owners and Developers. I I HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, OtGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD�PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY, VVHt I Ht:K tAL UK AZ:ibtK I tU INULUUINU VVI I HUU I LIMI I A I 1UN EASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS (TOGETHER, "CLAIMS"), ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE INDEMNIFYING PARTY, INCLUDING THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF ANY OF ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT RE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS: AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION, THE INDEMNIFYING PARTY SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE OR BY THE CITY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE INDEMNIFYING PARTY AND THE CITY, THE INDEMNIFYING PARTY'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE INDEMNIFYING PARTY'S OWN PERCENTAGE OF RESPONSIBILITY. THE INDEMNIFYING PARTY FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY ND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY AS OF THE DATE HEREOF WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON ANY OF THE INDEMNIFYING PARTIES' REPRESENTATIONS IN THIS AGREEMENT: (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY: OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the design, construction or installation of any of the improvements to the Property or related work or undertakings, nor the means, methods, techniques, sequences or procedures utilized for the design, construction or installation related to same. This Agreement does not create a joint enterprise or venture between the City and any of the Indemnified Parties. This Section 8 will survive the termination of this Agreement. SE TION 9. RECO DATION. a recorded copy to the City. SECTION 10. ENTIRE AGREEMENT. This Agreement is the entire agreement of the parties regarding the subject matter hereto. SECTION 11. RECITALS AND EXHIBITS. The recitals herein and exhibits attached hereto are hereby incorporated by reference. SECTION 12. AUTHORITY. Property Owner represents and warrants to the City that the Property Owner owns the Property that this Agreement is binding and enforceable on the Property. SECTION 13. INVALID PROVISIONS. If any provision of this Agreement is held not valid, such provision will be deemed to be excised there from and the invalidity thereof will not affect any of the other provisions contained herein. SECTION 14. ESTOPPEL. On or before 15 days after receipt of a written request from an owner of the Property that desires to transfer its interest in the Property or borrow money secured by a mortgage or deed of trust against the Property or a prospective transferee of an owner's interest or an existing or prospective mortgagee, the City will execute and deliver an estoppel certificate stating if, to the actual knowledge of the City executing the certificate, (i) the transferring or borrowing owner is in default under this Agreement after notice from the City executing the certificate and expiration of any applicable grace period; and (ii) this Agreement is in full force and effect and whether there are any amendments thereto. SECTION 14. EFFECTIVE DATE. This Agreement will be effective upon the Effective Date first stated herein. [signature page follows] Jinj Proce, City Manager NESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned notary public, on the p� L y 2021 ��7 day of � Z , appeared Jim Proce, 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 Q Seminole Anna Town Center, LP By: Anna TC GP, LLC, its general pier By: C ident 'ixP"•P`4;<�.. CARRtE L. LAND t: My Notary ID # 11419404 -?lF b ; +" Expires February 4, 2023 IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN ' Before me, the undersigned notary public, on the . I day of CQ 2021, appeared NAME, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me and verified under oath that he/she executed the same in his/her capacity as Vice President of Anna TC GP, LLC, in its capacity as general partner of Q Seminole Anna Town Center, LP. otary Public, State of Texas �o���!+P�o � Laura Rickman * �� Notary Public, State of Texas �9 :Pyss Comm. Expires M27/2023 S T' Notary ID 12415379-0 EXHIBIT " I PROPERTY DESCRIPTION 4861-0644-9157v.2 Exhibit 1 egall Description of Property C1 LICIUL U 1C.111U Wl.ual.ed in Me r-. I . Dullau Su ey, MUSI.ract No. zoo and Me Vv. S. Ration 3urvey, Abstract No, 752, City of Anna, Collin County, Texas, and being all of Block A, Lot 5 of \nna Town Center Addition, Block A, Lots 5�8, an Addition to the City of Anna, Texas, according to he final plat, recorded in Volume 2019, Page 776 of the Plat Records of Collin County, Texas, and eing more particularly described by metes and bounds as follows: V VI 14 1 orthernmost corner of said Block A, Lot 5, same being on the easterly right of way line of hrockmorton Boulevard, a 60'wide right of way, same also being on the westerly line of a called 1.195�acre tract of land, described in a deed to Two-J Partners, LLLP, as recorded in Instrument 4o. 2008050900056262500 of the Official Public Records of Collin County, Texas; A said 51.195�acre tract, a distance of 793,34 feet to a wooden fence corner post found for the outhwest corner of said 51.195-acre tract; he southerly line of said 511.195�acre tract, a distance of 165,07 feet to a 3/8-inch iron rod found or the northwest corner of Lot 3, Block G of Creekside Phase 3, an Addition to the City of Anna, exas, according to the final plat recorded in Cabinet P, Page 623 of the Plat Records of Collin 3ounty, Texas; he esterly line ol said Lot 01 MOCK kD, passing the southwest corner of said Lot 3 and the iorthwest corner of Lot 2, Block G of Creekside Phase 2, an Addition to the City of Anna, Texas, iccording to the final plat recorded in Cabinet P, Page 60 of the Plat Records of Collin County, rexas, continuing for a distance of 1,248.17 feet to a 5/8�inch iron rod with a red plastic cap, tamped "KHA" found for the southeast corner of said Lot 5; WF=Kl(';= KIrNrfh AWAR'1'4" Wncf ninn +k +k I 1i ;A 01 1� A 4 VI 1� � Y) outhwest corner of said Lot 5, same being on the easterly right of way line of aforesaid Fhrockmorton Boulevard, same being the beginning of a�non4angent curve to the left with a radius f 395.00 feet, a central angle of 48031'41", and a chord bearing and distance of North 24002'02" (Vest, 324.64 feet; HENCE in a northerlv direction alona the westeriv line of said Block A Lot 5 and the P:::iczt,=r1 In a northwesterly direction, with said non4angent curve to the left, an arc distance of eginning of a reverse curve to the right with a radius of 335.00 feet, a central angle of 8052'40", and a chord bearing and distance of North 23051'32" West, 277.19 feet; n a easterly direction, with said reverse curve to the right, an arc distance of 285.78 feet to (1 11 orth 00034'48" East, a distance of 905,97 feet to a 5/8�inch iron rod with a red plastic cap, It )I elli\Dowiiloads\20211206_Property Deseripfion.docx Page I of 2 335.00 feet, a central angle of 46°5745", and a chord bearing and distance of North 24003'40" East, 266.96 feet; In a no, direction, with said tangent curve to the right, an arc distance of 274.58 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" found for corner; North 47°32'33" East, a distance of 81.01 feet to a 5/8-inch iron rod CI red plastic cap, stamped "KHA" found for corner at the beginning of a tangent curve to the left with a radius of 395.00 feet, a central angle of 47003'45", and a chord bearing and distance of North 24000'40" East, 315.41 feet; In a northerly direction, with said tangent curve to the left, an arc distance of 324.45 feet to a point for corner; to the POINT OF BEGINNING and containing 14.894 acres (648,794 square feet) of land, more or less. 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