HomeMy WebLinkAboutRes 2013-01-08 Development Agreement with Q Seminole Anna Town Ctr.pdfCITY OF ANNA, TEXAS
RESOLUTION NO. 2013-01-08
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF ANNA, TEXAS AND Q SEMINOLE ANNA
TOWN CENTER LP
WHEREAS, the City of Anna, Texas (the "City") and Q Seminole Anna Town Center LP
desire to enter into a Development Agreement related to the construction of a median
opening on FM 455 (the "Agreement"); and
WHEREAS, the City Council of the City of Anna, Texas (the "City Council") finds that
approval of the Agreement is in the best interests of the citizens of Anna;
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.
Section 2. Approval of Agreement
The City Council hereby approves the Development Agreement attached hereto as
Exhibit 1, 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 Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 22nd
day of January, 2013.
APPROVED: / / ATTEST:
Mik6'Crist, Mayor
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Nat Wilkison, City Secretary
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RES. 2013-01-08 Development Agreement w/Q Seminole Anna Town Ctr PAGE 1 OF 1 01.22-13
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement") is entered into between the City
of Anna, Texas (the "City") and Q Seminole Anna Town Center LP ("Owner").
WHEREAS, Owner and the City are sometimes collectively referenced in this
Agreement as the "Parties"; 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 shall supersede
any other agreement between the Parties and the City's ordinances and other
regulations only to the extent that any such agreements, ordinances or regulations
directly conflict with the terms of this Agreement; and
WHEREAS, the Owner is the sole owner of a parcel or parcels of real property
(the "Property") in Collin County, Texas, which is 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, the Texas Department of Transportation ("TxDOT") plans to
reconstruct and widen FM 455 between U.S. 75 and S.H. 5 (the "Project"); and
WHEREAS, as part of the Project, TxDOT will construct a raised median
between the east and west bound traffic lanes; and
WHEREAS, the Owner desires to fund one-half of the cost required to construct
a left turn lane and median opening adjacent to the Owner's property as shown on the
attached EXHIBIT B (the "Median Opening"); and
WHEREAS, TxDOT has agreed to construct the Median Opening as part of the
Project if the City pays for full cost of the Median Opening as required in the Advance
Funding Agreement attached hereto as EXHIBIT C; and
WHEREAS, the Owner understands and acknowledges that the City will approve
the Advance Funding Agreement only if Owner and/or the owner(s) of the property
described as the Anna Retail Addition, Lot 2R -D, Block A first agree in writing in a form
acceptable to the City to fund the City's full financial obligations for the Median Opening
at Station 19+50 under the Advance Funding Agreement;
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 and warranties by the Owner to the City:
Section 2. Owner's Obligations. The Owner shall pay the City an amount equal to
one-half of the City's total financial obligation, as outlined in the Advance Funding
Agreement, for the construction of a median opening at Station 19+50 as described in
the Advance Funding Agreement and as shown on Exhibit B. The Owner's obligations
to make payments under this Agreement shall not arise unless and until the City Council
approves the Advance Funding Agreement or an agreement, substantially similar in
form, that provides for the construction of a median opening Station 19+50. In no case
shall the Owner's obligations to make payments to the City under this Development
Agreement exceed $75,000.
Section 3. Timing of Payments. The Owner shall make any payments required under
this Agreement within 30 days from the date the City sends written notice to the Owner
that payments are due. Said written notice shall occur no sooner than 40 days prior to
the date payments by the City are due and payable to TxDOT under the Advance
Funding Agreement. If upon completion of the Project, the City is entitled to a refund
under Section 11(C) of the Advance Funding Agreement, and the payments made to
the City by the Owner under this Development Agreement are greater than one-half of
the City's total financial obligation as outlined in the Advance Funding Agreement for the
construction of the Median Opening at Station 19+50, the City shall reimburse to the
Owner the excess amount after the City has received reimbursement from the State
under Section 11 (C) of the Advance Funding Agreement.
Section 4. City's Obligations. The City's duties and obligations under this Agreement
are limited to the City's duties and obligations under the Advance Funding Agreement
as related to the Median Opening as shown on the attached Exhibit B, or an agreement,
substantially similar in form, that provides for the construction of a median opening at
Station 19+50.
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 notary public. The City's duties and obligations
hereunder shall not arise unless and until the City Council has duly adopted this
Agreement and the Owner has duly executed same. The failure of any person or
entity—other than the Owner—who owns any interest in the Property shall not prevent
or delay this Agreement from becoming effective.
Section 7. THE OWNER COVENANTS AND AGREES, JOINTLY AND SEVERALLY,
TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY AGAINST ANY AND
ALL LEGAL CLAIMS, BY ANY PERSON OR ENTITY 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 ON THIS
AGREEMENT, AND (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION
WITH THIS AGREEMENT.
Section 8. This Agreement may be enforced by the City by any proceeding at law or in
equity. Failure to do so shall not be deemed a waiver to enforce the provisions of this
Agreement thereafter. The Owner's sole remedy for nonperformance by the City shall
be to seek specific performance of the terms of this Agreement. This Agreement does
not waive any rights or immunities otherwise existing under law unless expressly set
forth herein and the Parties understand and agree that this Agreement is not one for the
provision of goods or services to the City by the Owner or any other person.
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Section 9. Exclusive jurisdiction, forum and venue for any dispute arising out of this
Agreement shall be in a court of competent jurisdiction in Collin County, Texas.
Section 10. Notwithstanding any other provision of this Agreement, Owner and its
successors or assigns must comply with all applicable statutes or regulations of the
United States and the State of Texas, as well as any City ordinances in effect on the
Effective Date and not in conflict with this Agreement, and any rules implementing such
statutes or regulations.
Section 11. Assignment by Owner.
(a) Except as otherwise provided in this paragraph, Owner has the right (from time to
time upon delivery of two weeks' 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 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. 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 10(a) that such Assignee fails to satisfy the City's financial and
performance criteria; provided, such Assignee shall be approved as long as Assignee's
financial and performance criteria is equal to better than that of Owner; and provided
further, if City delivers such notice, City shall provide specific reasons why the Assignee
failed the City's financial and performance criteria.. 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 not be binding on the Parties.
If a Party refuses to mediate, then the decision of the Party willing to mediate shall be
binding.
(b) 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 to the extent assigned to the Assignee and agrees that
Owner shall be released from subsequently performing such assigned obligations and
from any liability that results from the Assignee's failure to perform the assigned
obligations; provided, however, that: (1) Section 7 of this Agreement shall survive any
such assignment, with respect to the time period that Owner owned the Property, and
(2) Owner shall not be released until the City receives an executed copy of such
assignment. 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, or its Assignee,
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.
3
Section 12. This Agreement is for the sole and exclusive benefit of the City and the
Owner and is not intended to and shall not confer any rights or benefits on any third
party not a signatory hereto.
Section 13. This Agreement may be separately executed in individual counterparts
and, upon execution, shall constitute one and same instrument.
Section 14. 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 deposited in the United
States mail, certified or registered, postage prepaid, return receipt requested, and
addressed to the parties at the addresses set forth below or at such other addresses as
such parties may designate by notice to the other parties.
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SIGNATURES:
Q Seminole Anna Town Center, L.P., City of Anna
a Texas limited partnership
By: Anna TC GP, LLC, By: X I
a Texas limited liability company Phihp PhiSande
By: Address: 111 N
William H. Vanderstraaten, Anna,
Manager Attn:
Telephone:
Address: Facsimile:
Q Seminole Anna Town Center, L.P,
5956 Sherry Lane
Dallas, Texas 75225
Attention: William H. Vanderstraaten
Telephone: 214-884-3214
Facsimile: 214-265-9593
With a copy to: With a copy to:
, City Manager
Powell Parkway
TX 75409
City Manager
(972) 924-3325
(972) 924-2620
Munsch Hardt Kopf & Harr, PC
Clark McCoy
3800 Lincoln Plaza
Wolfe, Tidwell & McCoy, LLP
500 N. Akard St.
2591 Dallas Parkway, Ste. 205
Dallas, Texas 75201
Frisco, TX 75034
Attention: David Coligado
Telephone: (972) 712-3530
Phone: 214-855-7583
Facsimile: (972) 712-3540
Facsimile: 214-978-4328
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF A f §
Before me, the undersigned notary public, on the "'day of .201 ,9,
personally appeared William H. Vanderstraaten, known to me (or t proved to ie) 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 Anna TC GP, LLC, a
Texas limited liability company.
LAURA S. R'CKMAN
M 0 Notary Publio
STATE OF TEXAS
My Comm. Exp. Oct. 30, 2015
STATE OF TEXAS §
COUNTY OF o §
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Notary Public, State of Texas
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Before me, the undersigned notary public, on the L ®'day of h u a i ,20g,
personally appeared Philip Sanders, known to me (or proved to me) to bd 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 and on behalf of
the City of Anna.
Natha J Wilkison
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11/13/2013
Not y Public, St to of Texas
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EXHIBIT A
BEING a 107,52 acre tract of land situated in the W.S, Rattan Survey, Abstract
Number 752, Thomas Rattan Survey, Abstract Number 782 and the F.T, Duffau
Survey, Abstract Number 288, Collin County, Texas, and being all of Tract i
97:99 acre and Tract 11 0,183 acre tracts of land described in a Special
Warranty Deed to Coyote 107, LP as recorded in Volume 5606, Page 00730, Deed
Records of Collin County, Texas, and being all of a 9,343 acre tract of land
described in a General Warranty Deed to Coyote 107, LP as recorded in Volume
5587, Page 005109, Deed Records of Collin County, Texas, and being more
particularly described as follows;
BEGINNING at an iron found for the southwest corner of said 97,99 acre tract
and in the north right of way of FM 455;
THENCE North 00 degrees 07 minutes 37 seconds West with west line of said 97,99
acres for, a distance of 736.59 feet to an Trott rod found for corner from which
an iron pin found bears South 74 degrees West, a distance of 0.84 feet;
THENCE South 89 degrees 50 minutes 56 seconds West for a distance of 665.21
feet to an iron rod found for corner in the east• right of way line of Li,S,
Highway No, 75;
THENCE in a Northerly direction with the west line of said 97.99 acres and same
being the east right of way line of U.S. Highway No, 75, the following:
North 02 degrees 46 minutes 22 seconds East a distance of 103.33 feet to a wood
right of way marker; North 08 degrees 29 minutes 00 seconds East a distance of
800,00 feet to an iron rod found for corner; North 07 degrees 03 minutes 04
seconds East a distance of 200.06 feet to an iron rod found; North 08 degrees
29 minutes 00 seconds East a distance of 1400,00 feet to an iron rod found;
North 06 degrees 20 minutes 09 seconds East a distance of 400.28 feet town
iron rod found; North 11 degrees 20 minutes 45 seconds East a distance of
3G0,32 feet to an iron rod found;
THENCE South 89 degrees 49 minutes 15 seconds East, departing the said east
right of way line of U,S, Highway No, 75, passing 101.93 feet the northeast
corner of said Tract I1 0;183 acres for a total distance of 965.96 feet to an
iron rod found for corner;
THENCE South 01 degree 22 minutes 30 seconds West a distance of 1549.16 feet to
an iron pipe found at the northwest Corner of said 9,343 acre tract;
THENCE South 88 degrees 26 minutes 17 seconds East with north line of said
9,343 acres for a distance of 165,60 feet to an iron rod found at the northeast
corner of said 9.343 acre tract;
THENCE South 01 degree 05 minutes 57 seconds West, with east line of said 9.343
acres for a distance of 2412.17 feet to an iron rod found at the southeast
corner of said 9.343 acre tract in the north right of way of FM 455;
THENCE in a westerly direction with the north right of way line of FM 455 the
following;
North 78 degrees 35 minutes 30 seconds West a distance of 46.32 feet to a brass
cap in concrete found; North 85 degrees 59 minutes 47 seconds West• a distance
of 211.,84 feet to an iron rod found; South 88 degrees 56 minutes 20 seconds
West a distance of 410.72 feet to an iron rod found; South 66 degrees 15
minutes 08 seconds West a distance of 183.39 feet to the PLACE OF BEGINNING and
containing 107,52 acres of land,
EXHIBIT A -Solo Page
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EXHIBIT B
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EXHIBIT C
STATE OF TEXAS §
COUNTY OF TRAVIS §
CSJ #: 0816-04-044
District #: 18 -Dallas
Code Chart 64 #: 01300
Project: FM 455
Limits: From US 75 northbound Frontage Road to SH 5
ADVANCE FUNDING AGREEMENT FOR VOLUNTARY
LOCAL GOVERNMENT CONTRIBUTIONS
TO TRANSPORTATION IMPROVEMENT
PROJECTS WITH NO REQUIRED MATCH
ON -SYSTEM
THIS AGREEMENT is made by and between the State of Texas, acting by and through the Texas
Department of Transportation, called the "State", and the City of Anna, acting by and through its duly
authorized officials, called the "Local Government."
WITNESSETH
WHEREAS, Transportation Code, Chapters 201, 221, 227, and 361, authorize the State to lay out,
construct, maintain, and operate a system of streets, roads, and highways that comprise the State
Highway System; and,
WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.209 and Chapter 221,
authorize the State to contract with municipalities and political subdivisions; and,
WHEREAS, Texas Transportation Commission Minute Order Numbers 112844 and 113074
authorize the State to undertake and complete a highway improvement generally described as
widening existing facility to a 4 -lane urban divided, ultimate 6 -lane facility on FM 455 from US 75
northbound Frontage Road to SH 5; and,
WHEREAS, the Local Government has requested that the State allow the Local Government to
participate in said improvement by funding that portion of the improvement described as the
construction of three median openings, (1) at Sta.19+50; and (2) at Sta. 67+75 on FM 455 from US
75 northbound Frontage Road to SH 5, called the "Project"; and,
WHEREAS, the State has determined that such participation is in the best interest of the citizens of
the State;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, the
State and the Local Government do agree as follows:
AGREEMENT
1. Time Period Covered
This agreement becomes effective when signed by the last party whose signing makes the
agreement fully executed, and the State and the Local Government will consider it to be in full
force and effect until the Project described in this agreement has been completed and accepted
by all parties or unless terminated, as provided for by this agreement.
AFA-AFA VoITIP Page 1 of 5 Revised 04/01/11
CSJ #: 0816-04-044
District #: 18 -Dallas
Code Chart 64 #: 01300
Project: FM 455
Limits: From US 75 northbound Frontage Road to SH 5
2. Project Funding and Work Responsibilities
A. The State will authorize the performance of only those Project items of work which the Local
Government has requested and has agreed to pay for as described in Attachment A,
Payment Provision and Work Responsibilities which is attached to and made a part of this
contract. In addition to identifying those items of work paid for by payments to the State,
Attachment A, Payment Provision and Work Responsibilities, also specifies those Project
items of work that are the responsibility of the Local Government and will be carried out and
completed by the Local Government, at no cost to the State.
B. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local
Government shall remit its remaining financial share for the State's estimated construction
oversight and construction costs.
C. In the event that the State determines that additional funding by the Local Government is
required at any time during the Project, the State will notify the Local Government in writing.
The Local Government shall make payment to the State within thirty (30) days from receipt of
the State's written notification.
D. Whenever funds are paid by the Local Government to the State under this agreement, the
Local Government shall remit a check or warrant made payable to the "Texas Department of
Transportation Trust Fund." The check or warrant shall be deposited by the State in an
escrow account to be managed by the State. Funds in the escrow account may only be
applied by the State to the Project. If, after final Project accounting, excess funds remain in
the escrow account, those funds may be applied by the State to the Local Government's
contractual obligations to the State under another advance funding agreement with approval
by appropriate personnel of the Local Government.
3. Right of Access
If the Local Government is the owner of any part of the Project site, the Local Government shall
permit the State or its authorized representative access to the site to perform any activities
required to execute the work.
4. Adjustments Outside the Project Site
The Local Government will provide for all necessary right of way and utility adjustments needed
for performance of the work on sites not owned or to be acquired by the State.
5. Responsibilities of the Parties
The State and the Local Government agree that neither party is an agent, servant, or employee
of the other party and each party agrees it is responsible for its individual acts and deeds as well
as the acts and deeds of its contractors, employees, representatives, and agents.
6. Document and Information Exchange
The Local Government agrees to electronically deliver to the State all general notes,
specifications, contract provision requirements and related documentation in a Microsoft@ Word
or similar document. If requested by the State, the Local Government will use the State's
document template. The Local Government shall also provide a detailed construction time
estimate including types of activities and month in the format required by the State. This
requirement applies whether the local government creates the documents with its own forces or
by hiring a consultant or professional provider. At the request of the State, the Local
AFA-AFA VoITIP Page 2 of 5 Revised 04/01/11
CSJ #: 0816-04-044
District #: 18 -Dallas
Code Chart 64 #: 01300
Project: FM 455
Limits: From US 75 northbound Frontage Road to SH 5
Government shall submit any information required by the State in the format directed by the
State.
7. Interest
The State will not pay interest on funds provided by the Local Government. Funds provided by
the Local Government will be deposited into, and retained in, the State Treasury.
8. Inspection and Conduct of Work
Unless otherwise specifically stated in Attachment A, Payment Provision and Work
Responsibilities, to this contract, the State will supervise and inspect all work performed
hereunder and provide such engineering inspection and testing services as may be required to
ensure that the Project is accomplished in accordance with the approved plans and
specifications. All correspondence and instructions to the contractor performing the work will be
the sole responsibility of the State. Unless otherwise specifically stated in Attachment A to this
contract, all work will be performed in accordance with the Standard Specifications for
Construction and Maintenance of Highways, Streets, and Bridges adopted by the State and
incorporated in this agreement by reference, or special specifications approved by the State.
9. Increased Costs
A. In the event it is determined that the funding provided by the Local Government will be
insufficient to cover the State's cost for performance of the Local Government's requested
work, the Local Government will pay to the State the additional funds necessary to cover the
anticipated additional cost. The State shall send the Local Government a written notification
stating the amount of additional funding needed and stating the reasons for the needed
additional funds. The Local Government shall pay the funds to the State within thirty (30)
days of the written notification, unless otherwise agreed to by all parties to this agreement. If
the Local Government cannot pay the additional funds, this contract shall be mutually
terminated in accordance with Article 11 — Termination. If this is a fixed price agreement as
specified in Attachment A, Payment Provision and Work Responsibilities, this provision shall
only apply in the event changed site conditions are discovered or as mutually agreed upon by
the State and the Local Government.
B. If any existing or future local ordinances, commissioners court orders, rules, policies, or other
directives, including but not limited to outdoor advertising billboards and storm water drainage
facility requirements, are more restrictive than State or Federal Regulations, or if any other
locally proposed changes, including but not limited to plats or replats, result in increased
costs, then any increased costs associated with the ordinances or changes will be paid by the
Local Government. The cost of providing right of way acquired by the State shall mean the
total expenses in acquiring the property interests either through negotiations or eminent
domain proceedings, including but not limited to expenses related to relocation, removal, and
adjustment of eligible utilities.
10. Maintenance
Upon completion of the Project, the State will assume responsibility for the maintenance of the
completed Project unless otherwise specified in Attachment A to this agreement.
AFA-AFA_VolTIP Page 3 of 5 Revised 04/01/11
CSJ #: 0816-04-044
District #: 18 -Dallas
Code Chart 64 #: 01300
Project: FM 455
Limits: From US 75 northbound Frontage Road to SH 5
11. Termination
A. This agreement may be terminated in the following manner:
1. By mutual written agreement and consent of both parties;
2. By either party upon the failure of the other party to fulfill the obligations set forth in this
agreement; or
3. By the State if it determines that the performance of the Project is not in the best interest
of the State.
B. If the agreement is terminated in accordance with the above provisions, the Local
Government will be responsible for the payment of Project costs incurred by the State on
behalf of the Local Government up to the time of termination.
C. Upon completion of the Project, the State will perform an audit of the Project costs. Any
funds due to the Local Government, the State, or the Federal Government will be promptly
paid by the owing party.
12. Notices
All notices to either party by the other required under this agreement shall be delivered
personally or sent by certified or U.S. mail, postage prepaid or sent by electronic mail, (electronic
notice being permitted to the extent permitted by law but only after a separate written consent of
the parties), addressed to such party at the following addresses:
Local Government:
City Manager
City of Anna
101 North Powell Parkway
Anna, Texas 75409
State:
Director of Contract Services
Texas Department of Transportation
125 E. 11 h Street
Austin, Texas 78701
All notices shall be deemed given on the date so delivered or so deposited in the mail, unless
otherwise provided in this agreement. Either party may change the above address by sending
written notice of the change to the other party. Either party may request in writing that such
notices shall be delivered personally or by certified U.S. mail and such request shall be honored
and carried out by the other party.
13. Sole Agreement
In the event the terms of the agreement are in conflict with the provisions of any other existing
agreements between the Local Government and the State, the latest agreement shall take
precedence over the other agreements in matters related to the Project.
14. Successors and Assigns
The State and the Local Government each binds itself, its successors, executors, assigns, and
administrators to the other party to this agreement and to the successors, executors, assigns,
and administrators of such other party in respect to all covenants of this agreement.
15. Amendments
By mutual written consent of the parties, this agreement may be amended prior to its expiration.
AFA-AFA_VoITIP Page 4 of 5 Revised 04/01/11
CSJ #: 0816-04-044
District #: 18 -Dallas
Code Chart 64 #: 01300
Project: FM 455
Limits: From US 75 northbound Frontage Road to SH 5
16. State Auditor
The state auditor may conduct an audit or investigation of any entity receiving funds from the
State directly under the contract or indirectly through a subcontract under the contract.
Acceptance of funds directly under the contract or indirectly through a subcontract under this
contract acts as acceptance of the authority of the state auditor, under the direction of the
legislative audit committee, to conduct an audit or investigation in connection with those funds.
An entity that is the subject of an audit or investigation must provide the state auditor with access
to any information the state auditor considers relevant to the investigation or audit.
17. Insurance
If this agreement authorizes the Local Government or its contractor to perform any work on State
right of way, before beginning work the entity performing the work shall provide the State with a
fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of
coverage in the amounts and types specified on the Certificate of Insurance for all persons and
entities working on State right of way. This coverage shall be maintained until all work on the
State right of way is complete. If coverage is not maintained, all work on State right of way shall
cease immediately and the State may recover damages and all costs of completing the work.
18. Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this agreement on
behalf of the entity represented.
THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate.
THE LOCAL GOVERNMENT — CITY OF ANNA
Phillip Sanders
City Manager
Date
THE STATE OF TEXAS
an
Regional Director
Date
AFA-AFA_VoITIP Page 5 of 5 Revised 04/01/11
CSJ #: 0816-04-044
District #: 18 -Dallas
Code Chart 64 #: 01300
Project: FM 455
Limits: From US 75 northbound Frontage Road to SH 5
ATTACHMENT A
PAYMENT PROVISION AND WORK RESPONSIBILITIES
The Local Government will pay 100% of the cost for the construction of three median openings, (1) at
Sta.19+50; and (2) at Sta. 67+75 on FM 455 from US 75 northbound Frontage Road to SH 5 in the
City of Anna. The Local Government's estimated cost for this improvement is $176,375.96 including
all construction items and direct state costs. The State has estimated the Project cost to be as
follows:
Description
Total
Estimate
Cost
Federal
Participation
State
Participation
Local
Participation
Construction (by State)
Station 19+50
$81,772.15
0%
$0
0%
$0
100%
$81,772.15
Station 67+75
$67,748.84_
0%d
$0
0%
$0
100%°
67,748:84_
Total Construction
$149,520.99
_
$0
_
$0
_
$149,520.99
Direct State Cost—CST@10.69%
Station 19+50
Station 67+75
$8,741.44
0%
$0
0%
$0
100%
$8,741.44
Total Direct State Cost
$7,242.35
$15,983.79
0%__
0%
_ _ _$0
_
$0
_ _ _0%
- ' --�
0%°
$0
$0
100%°
-
100%
---------- $7,242.35
- -
$15,983.79
Indirect State Cost—CST97.27%
,9
Station 19+50
Station 67+75
$5,944.84
0%
$0
0%
$0
100%
$5,944.84
Total Indirect State Cost
______.$4,9.25.34
$10,870.18
0%°
- -
0%
--------- $0
$0
0%
-----------------._._-
0%
$0
$0
100%$492534
------------------------------�------�-----
100%
$10,870.18
TOTAL
$176,374.96
$0
$6
$176,374.96
Estimated Total Local Government Participation (100%) = $176,374.96
Estimated Total Payment by the Local Government to the State on full execution of this Agreement = $176,374.96
This is an estimate. The final amount of the Local Government participation will be based on actual costs.
AFA-AFA_VoITIP Page 1 of 1 Attachment A
Q Seminole Anna Town Center, LP
8111 Westchester Drive, Suite 800
Dallas,Texas 75225
February , 2016
Via Certified Mail
Anna Economic Development Corporation 1
111 N. Powell Parkway, P.O. Box 776
Anna, Texas 75409-0776 1
Attn: Chief Administrative Officer
Anna Community Development Corporation
111 N. Powell Parkway, P.O. Box 776
Anna, Texas 75409-0776
Attn: Chief Administrative Officer
City of Anna
111 N. Powell Parkway, P.O. Box 776
Anna, Texas 75409-0776
Attn: City Manager
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 205
Frisco, TX 75034
RE: Incentive Agreement for Economic Development (the"Agreement") dated as of
April 16, 2015 by and between Q Seminole Anna Town Center, LP, A Texas limited partnership
("Developer'),the Anna Economic Development Corporation, a Texas Type A development
corporation, and the Anna Community Development Corporation, a Texas Type B development
corporation.
Ladies and Gentlemen:
This is to notify you that the address for Developer has changed and that the new address
for notice is as follows:
Q Seminole Anna Town Center, LP
8111 Westchester Drive, Suite 800
Dallas, Texas 75225
Attn: Mr. Brian Bischoff
All notices and communications required or permitted to be given to Developer under the
Agreement should be directed to the address above.
Further,pursuant to Section 8.13 of the Agreement, attached as Exhibit A is the form of
notice of change of address.
Best Regards,
Q SEMINOLE ANNA TOWN CENTER,
LP
A Texas limited partnership
By: Anna TC GP, LLC
a Texas limited liability company,
its General Partner
13y
Brian schoff,
dice President .,.
EXHIBIT A
Form of Notice of Change of Address
[See Attached]
NOTICE OF CHANGE OF ADDRESS
WHEREAS,the Anna Economic Development Corporation, a Texas Type A
development corporation,the Anna Community Development Corporation, a Texas Type B
development corporation and Q Seminole Anna Town Center, LP ("Developer'), entered into
that certain Incentive Agreement for Economic Development dated as of April 16,2015 (the
"Agreement").
WHEREAS, Developer desires to change its address for notice as set forth in Section
8.13 of the Agreement.
PLEASE TAKE NOTICE that the address for Developer under the Agreement has
changed and the new address for the notice is as follows:
Q Seminole Anna Town Center,LP
8111 Westchester Drive, Suite 800
Dallas,Texas 75225
Attn: Mr. Brian Bischoff
All notices and other communications required or permitted to be given to Developer
under the Agreement should be directed to the address above.
[Signatures on the Following Page]
IN WITNESS WHEREOF, the undersigned has signed this notice on February 2016.
Q SEMINOLE ANNA TOWN CENTER,
LP
a Texas limited partnership
By: Anna TC GP, LLC
a Texas limited liability company,
its General Partner
A
Brian Bischoff
' Vice President "....
STATE OF TEXAS
COUNTY OF
The foregoing instrument was acknowledged before me the day of i 0,( , 2016 by
Brian Bischoff, Vice President of Anna TC GP, LLC, a Texas limited liability co parry,the
General Partner of Q Seminole Anna Town Center, LP, a Texas limited partnership, on behalf of
the limited partnership.
Notary Public, State of Texas
My Commission Expires:
Printed/Typed Name:
LAURA S RICKMAN
NOTARY PUSLIC
State of Texas
Comm,Exp.10-27-2099
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