HomeMy WebLinkAboutRes 2022-04-1141 PC5 Properties Dev AgreeCITY OF ANNA, TEXAS
RESOLUTION NO. A A : ' i ' [ t
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT
AGREEMENT WITH PC5 PROPERTIES, LLC
WHEREAS, PC5 Properties, LLC, a Texas limited liability company ("Developer") is under
contract to purchase 81.893± acres of real property described and defined as "Property"
in the Development Agreement attached hereto as Exhibit 1 (the "Agreement"); and
WHEREAS, the City and Developer have agreed to building standards that shall apply to
the Property in the event that Developer acquires 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
Subject to approval as to legal form by the City's legal counsel, the City Council hereby
approves the Development Agreement with PC5 Properties, LLC, 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 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 12th day of April 2022.
Carrie L. Land, City
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DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement") is entered effective as of April 12,
2022 ("Effective Date) between and among the City of Anna, Texas, a Texas home -rule
municipality ("City") and PC5 PROPERTIES, LLC, a Texas limited liability company
("Developer") as follows:
RECITALS
WHEREAS, the Developer is under contract to purchase 81.893t acres of real property
described in Exhibit A (the "Property"); and
WHEREAS, in the event developer closes on said contract and acquires ownership of the
Property, the City and Developer desire that this Agreement will establish building standards
to ensure that future building construction is appropriate for the area and fits in well with
adjacent properties; and
WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject
matter specifically set forth herein and shall supersede City Regulations only to the extent that
any such City Regulations directly conflict with the terms of this Agreement;
NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as
reflected in the covenants, duties and obligations contained herein, the sufficiency of which is
hereby acknowledged, the Parties hereto 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 development agreement and said recitals constitute representations by
Developer and the City.
SECTION 2. DEVELOPMENT STANDARDS / BUILDING MATERIALS.
Development and use of the Property, including, without limitation, the construction, installation,
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 applicable 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. 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
1 I Page
(including, without limitation, uniform building codes) shall be those 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.
With respect to all buildings located on the Property, except as provided below or unless prior
approval is granted in writing by the City, Developer agrees that any construction on the Property
shall be required to comply with all City Regulations. All but a certain 40 contiguous acres of the
Property (the "Excluded Land") shall be developed in full compliance with the masonry material
requirements and all other requirements of the Anna City Code of Ordinances, Article 9.04
Zoning Ordinance, Section 9.04.030 THOR Thoroughfare Overlay District Regulations,
Subsection (d) Masonry regulations. The Excluded Land is identified in Exhibit B. For clarification
purposes, the Excluded Land shall not be required to comply with Subsection (d) Masonry
requirements or any other masonry requirements of the City Regulations, but should rather meet
the requirements set forth in A, B, C and D below. Should the Developer or an affiliate of
Developer decide to sell any undeveloped portion of the Excluded Land, except if such portion
continues to be leased or occupied by Developer, Holt Texas, Ltd. or any affiliate of the
foregoing, such portion shall be required to be developed to meet all requirements of the Section
9.04.030 THOR Thoroughfare Overlay District Regulations, including without limitation the
building masonry requirements set forth therein. The Excluded Land, shall meet the
requirements set forth below:
A. Windows and/or glass shall not exceed 20% reflectivity and shall comply with adopted
Building Code energy requirements.
B. At least 50% of exterior building facades and walls (excluding doors, door frames, windows,
and window frames) shall be stone, brick, and/or split face concrete block or masonry units,
or precast concrete (including without limitation tilt -wall panels); provided, however, that out
buildings that are not contiguous to the main structure and that are located at least 500'
from the right of way are not required to comply with the masonry requirements of this
paragraph.
C. A minimum of 2 materials are required on all exterior building facades that face the right of
way.
D. The use of other high -quality materials for building trim, architectural decoration, and other
design elements shall not be precluded. An example of previously designed buildings by
the Developer are shown on Exhibit C; provided, however, that such specific designs are
only provided for Illustrative purposes only and Developer shall not be obligated to adhere
to such specific designs so long as it otherwise complies with the foregoing requirements.
SECTION 3. NOTICES.
Any and all notices required to be given by either of the parties hereto must be in writing and
2+Page
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 (or such other
address delivered to the parties from the other party in writing from time to time during the
term of this Agreement):
To City: City Manager
City of Anna
PO Box 776
Anna, Texas 75409
Attn: City Manager
To Developer: PC5 Properties, LLC
5665 SE Loop 410
San Antonio, TX 78222
Attn: Michael Puryear
SECTION 4. MODIFICATIONS OR TERMINATION.
This Agreement may only be modified and/or terminated as follows: (a) by mutual written
agreement of Developer and City; and/or (b) unilaterally by City upon default of Developer
following the expiration of any notice and cure periods set forth in Section 5.C. below.
Notwithstanding the foregoing or any other provision of this Agreement, this Agreement shall
terminate and be null and void if Developer does not obtain ownership of the Property on or
before April 29, 2022.
SECTION 5. DEFAULT.
If Developer, its heirs, successors or assigns or subsequent owners of the Property(each, a
"Defaulting Developer"), fail to fully comply with all the terms and conditions included in this
Agreement, City will have the following non-exclusive and cumulative remedies.
A. Withholding of utilities or withholding or revocation of permits and other approvals
required for development and use of the portion of the Property that Is the subject of
the default (but no other portions of the Property) including without limitation building
permits and certificates of occupancy.
B. Any and all remedies available at equity or in law.
C. Notwithstanding the foregoing, a Defaulting Developer shall not be liable for the
remedies under this Section 5 unless there is a breach of any material term or
condition of this Agreement and such breach remains uncured after forty-five (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
3 1 P a g e
breach has diligently and continuously been undertaken but reasonably requires more
than forty-five (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).
SECTION 6. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND.
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 Developer and all subsequent owners of
all or any part of the Property. Such subsequent owners shall be deemed to have the
obligations of the Developer for the purposes of this Agreement. Notwithstanding anything
contained herein to the contrary, the obligations of the Developer and/or the subsequent
property owners apply only to each person owning an interest in the Property and only during
the term of such ownership.
SECTION 7. NO SUPERVISION BY CITY.
At no time shall the City have any control over or charge of Developer's design, construction
or installation of any improvements to the Property or Developer's 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 Developer.
SECTION 8. RECORDATION.
Once Developer obtains ownership of the Property, either Party may record this document,
including all the exhibits, in the Official Records of Collin County, Texas.
SECTION 9. ENTIRE AGREEMENT.
This Agreement is the entire agreement of the parties regarding the subject matter
hereto.
SECTION 10. RECITALS AND EXHIBITS.
The recitals herein and exhibits attached hereto are hereby incorporated by reference.
SECTION 11. AUTHORITY.
41Page
Developer represents and warrants to the City that the this Agreement is binding and
enforceable on the Developer.
SECTION 12. 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.
[signature page follows]
6 1 P a g e
CITY OF ANNA
M
'Rion
IN WJXNESS WHEREOF:
STATE OF TEXAS
COUNTY OF COLLIN
Jc�nv-ar 20�3
Before me, the undersigned notary public, on the 36 day ofApr+FJUppeared 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.
Q W — EM
VANNA RU ofBIO
ublic, Stete of Texasotary Public, State of TexasExpires 10-03-2026ry 10 133995676
PC5 PROPERTIES, LLC, a Texas limited liability company
By: j 0.
Paul C. Hensley ,its nior Vice President, Chief Financial
fficer and Treasurer
IN WITNESS WHEREOF:
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned notary public, on the /0 day of April 2022, appeared
Paul C. Hensley , 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 senior vice President, chief of PC5
Properties, LLC, a Texas limited liability company. Financial Officer and
Treasurer
7kt A,rJA, h
Yh•oa�
Notary P bl , State of Texas
Sara°r LUCY M. TITZMAN
`�4P,....B�i
3i�n; Notary Public, State Of Texas
?�••, 1Pr Comm. Expires 07.02.2025
%y....�.
o Notary ID 4097765
61Fay:
EXHIBIT A
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71 Page
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LIEN HOLDER CONSENT
Date: QuI 17� d-p aa-
Lien Holder: TEXAS CAPITAL BANK
Lien Holder Notice Address: 745 E. Mulberry, Suite 350
San Antonio, Bexar County, Texas 78212
Liens: (i) Deed of Trust, Security Agreement and Assignment of Rents
dated May 12, 2022, executed by PC5 Properties, LLC in favor
of Timothy J. Storms, as trustee for the benefit of Lien Holder,
recorded on May 16, 2022 as Document No. 2022000077345 in
the Official Public Records of Real Property of Collin County,
Texas; (ii) UCC1 filed against PC5 Properties, LLC, a Texas
limited liability company, on May 12, 2022 under File No. 22-
00206235416 of the records of Office of the Secretary of State
of Texas.
Grant Document: Development Agreement dated April 12, 2022, by and among
the City of Anna, Texas, a Texas home -rule municipality
("City") and PC5 Properties, LLC, as approved by the City
Council by Resolution No. 2022-04-1141, adopted April 12,
2022.
Property: The tract of land described in the Grant Document
In consideration of $10 and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, Lien Holder, as the holder of the Liens against the Property,
and its successors and assigns:
1. consent to the Grant Document, its contents and recording;
2. agrees that any monetary rights of City for performance of any Grantor obligations
under the Grant Document will remain in place and unaffected by the Liens
regardless of the frequency or manner of renewal, extension, change, or alteration
of the Liens or the note or notes secured by the Liens and will remain the obligation
of any subsequent owner of the Property so long as City provides written notice of
any claim or default to Lien Holder at least thirty calendar days prior to incurring
any expense claimed as a monetary right of City;
3. agree that foreclosure of any of the Liens, or other sale of the Property under judicial
or non judicial proceedings, will be sold subject to the Grant Document and will
not extinguish the rights and interests of City in the Grant Document or the Property
and that the Grant Document shall remain in effect and shall be fully enforceable;
and
Page 1— Lien Holder Consent
4. affirm that the undersigned has the authority to bind the Lien Holder, and that all
acts necessary to bind Lien Holder have been taken.
As used in this consent the capitalized terms defined in the Grant Document have the same
meanings assigned to each term.
[SIGNATURES ON FOLLOWING PAGE]
Page 2 — Lien Holder Consent
Executed effective the date first above stated.
LIEN HOLDER:
TEXAS CAPITAL BANK
By: l,IMUA• k' W
Name: ,, ; A. Krbu�r
Title: Sc- V i (' Q Yg
STATE OF TEXAS
COUNTY OF BEXAR
Be ore/ me, the undersigned notary, on this day personally appeared
-jVye i' I• K(A)y- , s-up of TEXAS CAPITAL BANK, known to me
through valid identification to be the person whose name is subscribed to the preceding instrument
and acknowledged to me that the person executed the instrument in the person's official capacity
for the purposes and consideration expressed in the instrument.
Given under my hand and seal of office on &P-M,bpr v 2 -'
�EIRE]
Notary Public, State of Texas
Page 3 — Lien Holder Consent
r-r4�4�1- /
CITY OF ANNA, TEXAS
RESOLUTION NO. Joa2 .n4—( I-J
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT
AGREEMENT WITH PC5 PROPERTIES, LLC
WHEREAS, PC5 Properties, LLC, a Texas limited liability company ("Developer") is under
contract to purchase 81.893t acres of real property described and defined as "Property"
in the Development Agreement attached hereto as Exhibit 1 (the "Agreement"); and
WHEREAS, the City and Developer have agreed to building standards that shall apply to
the Property in the event that Developer acquires 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
Subject to approval as to legal form by the City's legal counsel, the City Council hereby
approves the Development Agreement with PC5 Properties, LLC, 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 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 12th day of April 2022.
ATTESTED:
OF
s
k ; _ \Nate"Fhke, Mayor
Collin County
Honorable Stacey Kemp
Collin County Clerk
Instrument Number: 2023000008071
Real Property
AGREEMENT
Recorded On: January 26, 2023 03:02 PM
Number of Pages: 15
" Examined and Charged as Follows: "
Total Recording: $78.00
*********** THIS PAGE IS PART OF THE INSTRUMENT ***********
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information:
Document Number:
Receipt Number:
Recorded Date/Time:
User:
Station:
2023000008071
20230126000469
January 26, 2023 03:02 PM
Dwayne K
Station 11
Record and Return To:
CITY OF ANNA
120 W 7TH ST
ANNA TX 75409
STATE OF TEXAS
Collin County
I hereby certify that this Instrument was filed in the File Number sequence on the date/time
printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas
Honorable Stacey Kemp
Collin County Clerk
Collin County, TX