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HomeMy WebLinkAboutRes 2014-02-01 Subdivision Improvement Agreement (SIA) Anna Town Ctr AmendmentCITY OF ANNA, TEXAS RESOLUTION NO. 2014-02-01 A RESOLUTION OF THE CITY OF ANNA, TEXAS RESCINDING RESOLUTION NO. 2013- 12-12; AND APPROVING A REVISED SUBDIVISION IMPROVEMENT AGREEMENT WITH ANNA TOWN CENTER NO. 1/BRGT, LTD., ANNA TOWN CENTER NO. 2/BRTO, LTD., ANNA TOWN CENTER NO. 3/WARN, LTD., ANNA TOWN CENTER NO. 4/SHRP, LTD., ANNA TOWN CENTER NO. 5/HSLT, LTD., ANNA TOWN CENTER NO. 6/LNRD, LTD., 40 PGE, LTD., O.P. LEONARD, JR. INVESTMENT COMPANY, LTD., NANCY ALICE LEONARD INVESTMENT COMPANY, LTD. (COLLECTIVELY, "OWNER") AND ANNA CROSSING AMC, LTD., ("PAYEE"). WHEREAS, on December 18, 2013 the City Council of the City of Anna, Texas (the "City Council") considered a Subdivision Improvement Agreement with the Owners of an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798, and; WHEREAS, the Owners have requested additional changes to the agreement considered by the City Council on December 18, 2013, and neither the City of Anna, Texas (the "City") nor the Owners of the property have executed said agreement approved on December 18, 2013, and; WHEREAS, the City has negotiated a revised Subdivision Improvement Agreement (the "Revised Agreement") regarding the construction of certain public improvements necessary to serve an approximate 634 acre tract of land located in the Grandison Stark Survey, Abstract No. 798, and; WHEREAS, the City Council of the City of Anna, Texas (the "City Council") finds that approval of the Revised Agreement will benefit the City and 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 above are incorporated herein as if set forth in full for all purposes. Section 2. Resolution No. 2013-12-12 Rescinded. Resolution No. 2013-12-12 approved on December 18, 2013 is hereby rescinded. Section 3. Approval of Subdivision Improvement Agreement. The City Council hereby approves the revised Subdivision Improvement 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 revised Agreement. RES. 2014-02-01 Skorburg Agreement PAGE 1 OF 2 02-11-14 Section 4. Expiration of Approval. The City Council's approval of the revised Agreement authorized under Section 3 of this Resolution shall expire if the Owners and the Payee fail to fully execute the revised Agreement (Exhibit 1) and deliver said fully executed agreement to the City Manager within thirty (30) days from the date this Resolution is approved by the City Council. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this the 11th day of February, 2014. ATTEST: APPROVED: Nat a Wilkison, City Secretary Mayor, Mike t ``,```l�lillill'r7fllttttr/ d � a RES. 2014-02-01 Skorburg Agreement PAGE 2 OF 2 02-11-14 SUBDIVISION IMPROVEMENT AGREEMENT This Subdivision Improvement Agreement (this "Agreement") is entered into between the City of Anna, Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd., Anna Town Center No. 2/BRTO, Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., 40 PGE, Ltd., O.P. Leonard, Jr. Investment Company, Ltd., Nancy Alice Leonard Investment Company, Ltd., (collectively, "Owner") and Anna Crossing AMC, Ltd., ("Payee"). 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 600 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 Actual Amount Paid with respect to each category of Public Improvements, means the dollar amount actually paid for the Reimbursable Costs at the time of full and final completion, dedication and acceptance of each such category of Public Improvements. SUBDIVISION IMPROVEMENT AGREEMENT — Page 1 Capital Improvements Plan means the City's plan that identifies capital improvements or facility expansions for which impact fees may be assessed, as may be adopted or amended by the City from time to time. 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 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 Reimbursable Amount, with respect to each category of Public Improvements, means the dollar amount of Reimbursable Costs as determined under Section 3(a) of this Agreement. Final Reimbursable Amount with respect to each category of Public Improvements, means a dollar amount equal to the Estimated Reimbursement Amount or the Actual Amount Paid, whichever is less; provided, however, that the Actual Amount Paid for Reimbursable Costs shall be deemed to constitute the Final Reimbursable Amount even if said Actual Amount Paid exceeds the Estimated Reimbursable Amount, but only to the extent that the City has approved reimbursement to the Owner of any Increased Amount in accordance with Section 3(a)(3) of this Agreement. Future Roadway Facilities mean the future roadway improvements described and depicted in further detail in Exhibit F. creased Amount has the meaning assigned under Section 3(a)(3) of this Agreement. Perimeter Trails mean the trails which may be privately owned and maintained as described and depicted in further detail in Exhibit E. Public Improvements mean, collectively, the following categories of improvements that shall be owned and maintained by the City: Sanitary Sewer Facilities, Water Facilities, Roadway Facilities, and Future Roadway Facilities. Reimbursable Costs, with respect to each category of Public Improvements, means the cost of design and construction of said Public Improvements as described respectively in Section 4(b)(3), Section 5(b)(3), and Section 6(b)(2) of this Agreement. Notwithstanding any provision of this Agreement, Reimbursable Costs do not include the value of property/easement dedications by Owner that are located within the Property and that are necessary for access, maintenance, repair, or removal of any of the Public Improvements. SUBDIVISION IMPROVEMENT AGREEMENT — Page 2 Roadway Facilities mean the following improvements to be constructed by the Owner in accordance with design/construction plans to be approved by the City: (1) the CR 422 Roadway Improvements as described and depicted in further detail in Exhibit E, and (2) the Perimeter Trails as described and depicted in further detail in Exhibit E. Sanitary Sewer Facilities mean the Clemons Creek Sanitary Sewer Interceptor, the Project Lift Station, and the Project Force Main to be constructed by Owner as described and depicted in further detail in Exhibit B, attached hereto, and in accordance with design/construction plans to be approved by the City. Water Facilities mean the CR 422 Water Main Extension to be constructed by Owner as described and depicted in Exhibit D, attached hereto, and in accordance with design/construction plans to be approved by the City. SECTION 3 GENERAL PROVISIONS. (a) Determination of Estimated Reimbursable Amount. Before Owner may commence construction of any portion of the Public Improvements, and before the City is obligated to amend its Capital Improvement Plan as provided for under this Agreement, the Parties must first determine the Estimated Reimbursable Amount for each category of Public Improvements. The procedure for making such determination is as follows: (1) Within 45 days of the Effective Date of this Agreement, Owner shall prepare and submit to the City a written notice that includes Owner's estimates of total reimbursable amounts for each category of Public Improvements, along with any supporting data and materials that Owner desires the City to consider ("Estimate Submittal"); provided, however, that solely with respect to Future Roadway Facilities and all but Phase 1 of the Project Lift Station and the Project Force Main, an Estimate Submittal shall be submitted at least 45 days in advance of Owner filing an application for approval of a final plat for any phase of development of the Property that includes Future Roadway Facilities or construction beyond Phase 1 of the Project Lift Station and Project Force Main. Within 45 days of delivery of an Estimate Submittal to the City, the City Manager shall provide a written notice to Owner that either: (i) confirms the City's agreement with the estimates, in which case the agreed estimates shall constitute the Estimated Reimbursable Amount under this Agreement and the respective estimated amounts as to each category of Public Improvements shall be appended to this Agreement as Exhibit G; or (ii) requires Owner to advertise for and award bids in the same manner set forth for competitive sealed bids for each category of Public Improvements under Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252. If the City elects to require Owner to seek competitive bids, Owner shall strictly follow the bidding procedures for competitive sealed bids, shall supply the City with true and complete copies of all notices of bid requests and all bids subsequently received. The City Manager reserves the right to cause Owner to reject all bids and re -advertise, but the City Manager may do so only once. Owner and the City Manager shall then negotiate SUBDIVISION IMPROVEMENT AGREEMENT — Page 3 in good faith to reach agreement as to an Estimated Reimbursable Amount. If those negotiations result in an agreement, then the agreed estimates shall constitute the Estimated Reimbursable Amount under this Agreement and the respective estimated amounts as to each category shall be appended to this Agreement as Exhibit G. (2) If Owner and the City reach agreement on an Estimated Reimbursable Amount, Owner may thereafter from time to time request that the City approve reimbursement to Owner of any portion of Reimbursable Costs that exceeds the Estimated Reimbursable Amount ("Increased Amount"). A request for reimbursement shall not be deemed finally approved by the City unless the request is: (i) made in accordance with this Agreement; (ii) reviewed and signed by the City Manager or designee in advance of any expenditure or transaction being made for the Increased Amount; and (iii) is properly documented as being a portion of the Actual Amount Paid under Section 3(b) of this Agreement. The City Manager may deny a request, approve a request in whole or in part, or approve a request with conditions. The City Manager shall not unreasonably deny, condition or delay the reimbursement request of an Increased Amount. If no written approval of a request is provided to Owner by the City Manager within five business days after the request is delivered to the City, the request shall be deemed to be denied, except that Owner and the City Manager may extend the time period for approval by mutual agreement. Requests for reimbursement of an Increased Amount must: A. be in writing and signed by Owner; B. include supporting materials justifying the Increased Amount; C. include a true and complete copy of the proposed written change order from the contractor and/or subcontractor who shall perform the work and/or provide the materials described in the change order; and D. be requested sufficiently in advance of any expenditure or transaction being made for the Increased Amount that is the subject of the Request, but in no event any later than five business days before making any such expenditure or transaction. (3) Any Reimbursable Costs that exceed the Estimated Reimbursable Amount that are a result of change orders to the construction contracts for the Public Improvements, that are requested in writing by the City Manager, shall be an approved Increased Amount. (b) Documentation of Actual Amount Paid. Once Owner fully completes each category of Public Improvements, and before the City has accepted such category of Public Improvements after inspection, Owner shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the Actual Amount Paid for that category of Public Improvements. SUBDIVISION IMPROVEMENT AGREEMENT — Page 4 (c) Limit of City Participation and Procurement Method. If any of the construction contracts for the Public Improvements are not competitively bid in compliance with Texas Local Government Code Chapter 252, then with respect to those contracts the limit of City participation in funding those construction costs—including the reimbursement of impact fees to Owner as provided for in this Agreement—shall not exceed 30% of the total contract price; provided, however, that said 30% limitation shall not apply the City's participation in funding the cost for any oversizing of any of the Public Improvements, including but not limited to increased capacity of improvements to anticipate future development in other areas. As such, the City's reimbursements required to be made to Owner under this Agreement—at least with respect to the offsite and oversized improvements—are not included in determining the 30% limitation. (d) Books and Records of Owner. If any of the construction contracts for the Public Improvements are not competitively bid in compliance with Texas Local Government Code Chapter 252, then—with respect to any information related to those contracts—the owners books and records shall be available for inspection by the City at all reasonable times upon the City's request. (e) Performance Bond, Payment Bond and Other Security. For each construction contract for any part of the Public Improvements, Owner or Owner's contractor must execute a performance bond in favor of the City and a payment bond for the construction and work covered by those contracts, which bonds shall be in accordance with Texas Government Code, Chapter 2253 and applicable City Regulations. For each construction contract for any part of the Public Improvements, 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 Public Improvements, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Public Improvements constructed under such contract. (f) Public Improvements, Generally. Except as otherwise expressly provided for in this Agreement, Owner shall provide all Public Improvements, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, 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 approval 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. SUBDIVISION IMPROVEMENT AGREEMENT – Page 5 (g) Acceptance of Public Improvements and Owner's Remedy. It shall not be a breach or violation of the Agreement if the City withholds City utility services of any type that it is obligated to provide under this Agreement or otherwise obligated to provide until all required Sanitary Sewer Facilities and Water Facilities are properly constructed according to the approved engineering plans and City Regulations, and until such Sanitary Sewer Facilities and Water Facilities are dedicated to and accepted by the City. From and after the inspection and acceptance by the City of the Public Improvements and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. Owner's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance and payment pursuant to the terms of this Agreement. (h) 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. (i) Insurance. Owner or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Improvements are under construction (and until the full and final completion of the Public Improvements 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 Public Improvements 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. SUBDIVISION IMPROVEMENT AGREEMENT — Page 6 (j) Indemnification and Hold Harmless. EACH 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 DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF THAT OWNER, ITS AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE PUBLIC IMPROVEMENTS, 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 PUBLIC IMPROVEMENTS 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 OR BETWEEN OWNERS. EACH OWNER FURTHER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS 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 THAT 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. THIS AGREEMENT IS NOT INTENDED TO MAKE ANY OWNER RESPONSIBLE FOR WRONGFUL ACTS OR OMISSIONS OF ANOTHER OWNER. (k) Eminent Domain. Owner agrees to use reasonable efforts to obtain all third -party rights-of- way, consents, or easements, if any, required for the Public Improvements. If, however, Owner is unable to obtain such third -party rights-of-way, consents, or easements within ninety (90) days of commencing efforts to obtain the needed easements and right of way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Owner shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiations of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Improvements can be constructed as soon as reasonably SUBDIVISION IMPROVEMENT AGREEMENT — Page 7 possible. If the City's Eminent Domain Fees exceed the amount of escrowed funds, Owner shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to Owner with ten (10) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this subsection (k) is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. (1) Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to the Owner under this Agreement, the name of Payee for such payment shall be Anna Crossing AMC, Ltd., and the payment/remittance shall be sent or delivered to the following address: Richard M. Skorburg 8214 Westchester Suite 710 Dallas, TX 75225 (m) Notwithstanding any provision to the contrary contained in this Agreement, Anna Town Center No. 1 BRGT, Ltd. shall be the Owner solely responsible for and liable for the funding and construction of the Roadway Improvements, Water Facilities and Sanitary Sewer Facilities except for the Future Project Lift Station and Future Project Force Main shown on Exhibit B, and the Future Roadway Facilities shown on Exhibit F. (n) Notwithstanding any provision to the contrary contained in this Agreement, the Owner of a Development that necessitated the construction of the Water Loop, particular Future Roadway Facilities, or the Future Project Lift Station and Future Project Force Main shall be responsible for the funding and construction of said improvements. (o) Each Owner shall be responsible for the other improvements set forth in this Agreement that are within or abutting that Owner's portion of the Property. (p) Notwithstanding any provision to the contrary contained in this Agreement, the termination of the City's obligations and the termination of this Agreement shall occur as to all person(s) or entity(ies) that are considered to be an "Owner" or a "Payee" under this Agreement if any one or more of such persons or entities fail to fund, construct and/or record plats within the applicable time periods as set forth in Sections 4(a)(2), (4)(b)(3)iii.1., (4)(b)(4)i., 5(a)(2), 5(b)(4), 6(a)(2), 6(b)(2)ii., 9(a)(1), and 9(a)(2). SECTION 4 SANITARY SEWER FACILITIES (a) Owner's Obligations. (1) Owner is responsible for funding and construction of all sanitary sewer improvements required to serve the property, including but not limited to the Sanitary Sewer SUBDIVISION IMPROVEMENT AGREEMENT — Page 8 Facilities; provided, however, that Owner—to the extent provided for in this Agreement—shall be entitled to reimbursement of certain impact fees in a total amount that shall not exceed the Final Reimbursable Amount for the Sanitary Sewer Facilities. (2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and workmanlike manner construction of the Clemons Creek Sanitary Sewer Interceptor and Phase 1 of the Project Lift Station, and the Project Force Main as shown on Exhibit B. If Owner fails to fully complete construction of the Clemons Creek Sanitary Sewer Interceptor and Phase 1 of the Project Lift Station and Project Force Main in said manner within three (3) years of the Effective Date of this Agreement, then Owner's and the City's obligations under this Section 4 shall terminate. (b) City's Obligations. (1) Upon approval of the engineering plans required under City Regulations, the City will initiate the required procedures to include the Sanitary Sewer Facilities in its Capital Improvement Plan. (2) The City will collect in accordance with City Regulations and state law certain sanitary sewer impact fees and will remit same to Owner on a calendar quarterly basis until the total amount remitted to Owner is equal to the Final Reimbursable Amount of the Reimbursable Costs (as described in the following subsection) for the Sanitary Sewer Facilities; after which time, the City's obligation to remit sanitary sewer impact fees to Owner shall cease. The impact fees that shall be so collected and remitted to Owner include those collected with respect to development of: (i) the Property; and (ii) other new developments that will use a portion of the capacity of the Clemons Creek Sanitary Sewer Interceptor constructed by Owner. Said impact fees shall be the sole source of reimbursement/funding that City is obligated to provide to Owner in connection with the Sanitary Sewer Facilities even if the total amount of said impact fees is less than the Final Reimbursable Amount for the Sanitary Sewer Facilities. (3) Reimbursable Costs of the Sanitary Sewer Facilities include: i. All of the off-site, third -party property/easement acquisitions, engineering, design, and construction costs of the Sanitary Sewer Facilities; provided, however, that reimbursable costs as relates to third - party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the remainder, all as determined by a Licensed Appraiser selected by the City and Eminent Domain Fees. For the purposes of this paragraph, "off-site" is defined as starting at the existing manhole in Melissa (including the required NTMWD meter and vault), and extending north to the southern boundary of the District A residential tract, as depicted in Exhibit B. SUBDIVISION IMPROVEMENT AGREEMENT – Page 9 ii. All of the construction costs to increase the size of the on-site sewer line from S inches to 15 inches. For the purposes of this paragraph, "on-site" is defined starting at the southern boundary of the District A residential tract and extending north to CR 422. iii. All of the engineering, design and construction costs of the Project Lift Station and Project Force Main as shown on Exhibit B up to a maximum amount of $750,000 subject to the following reimbursement schedule. 1. Reimbursement of 100% of the sanitary sewer impact fees collected for Phase 1 of the Project Lift Station and Project Force Main up to a maximum reimbursable amount of $250,000; and thereafter Reimbursement of 25% of the sanitary sewer impact fees collected up to a total maximum reimbursable amount of $750,000 for the Project Lift Station and Project Force Main constructed by the Owner and accepted by the City within ten (10) years of the Effective Date. (4) Subject to paragraph (4)(i) below, City will reserve for ten (10) years from the Effective Date, two (2) MGD of the three (3) MGD of sanitary sewer capacity (as defined in Exhibit C)—acquired by the City through an interlocal agreement with the City of Melissa ("Melissa Interlocal Agreement"), attached hereto as Exhibit C—in the Clemons Creek Sanitary Sewer Interceptor to serve the Property; provided however, that said reservation of capacity shall be subject to the requirements and limitations of the North Texas Municipal Water District Regional Wastewater Customer Service Contract for Customer Service with the City of Anna, attached hereto as Exhibit C1 to the extent that said requirements and limitations may at any time result in the City being contractually required to reserve less than the above -referenced two (2) MGD of sewer capacity. Notwithstanding the foregoing or any other provision in this Agreement, the City shall have the right at any time once it becomes a member of the North Texas Municipal Water District Regional Wastewater Treatment System and Upper East Fork Regional Interceptor System ("Regional Wastewater System") to convey its interest in the sanitary sewer capacity acquired by the City under the Melissa Interlocal Agreement to the North Texas Municipal Water District, in which event Owner shall receive capacity from the City through the Regional Wastewater System in accordance with the City's contractual obligations with regard to the Regional Wastewater System and the City shall not be obligated to reserve any capacity for Owner. If complete final plats that included at least 300 single family residential lots located on the Property have not been filed in the Land Recordings of the Collin County Clerk's Office within six (6) years of the Effective Date, the City's obligations under Section 4 paragraph (b)(4) above shall terminate. Construction by the Owner and acceptance by the City of all the public infrastructure required to serve the Property, as set forth in a SUBDIVISION IMPROVEMENT AGREEMENT – Page 10 final plat approved by the City, is a pre -requisite for filing such final plat in the Land Recordings with the Collin County Clerk's Office. SECTION 5 WATER FACILITIES (a) Owner Obligations. (1) Owner is responsible for funding and construction of all water improvements required to serve the property, including but not limited to the Water Facilities; provided, however, that Owner—to the extent provided for in this Agreement—shall be entitled to reimbursement of certain impact fees in a total amount that shall not exceed the Final Reimbursable Amount for the Water Facilities. (2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and workmanlike manner construction of the Water Facilities. If Owner fails to fully complete construction of the Water Facilities in said manner within three (3) years of the Effective Date of this Agreement, then Owner's and the City's obligations under this Section 5 shall terminate. (3) Owner agrees that the number of lots to be developed in the Property shall be limited by the City's ability to provide adequate domestic water service and meet the minimum fire flows as required by the City's Fire Chief and applicable development regulations adopted by the City. Owner agrees that the determination of the ability to meet "adequate domestic water service and fire flows" and the maximum number of lots that can be developed will be made by the City in consultation with its engineer through a hydraulic analysis of the existing water distribution system and using the same demand criteria as established in the City's water distribution system master plan. (4) Owner shall construct a loop of the CR 422 Water Main from its terminus back to the water main that runs parallel to the DART rail line (the "Water Loop") when determined necessary by the City to comply with reasonable requirements for minimum fire flows, or when the total number of residential lots constructed within the Property exceeds 250, whichever occurs first. The minimum size of the Water Loop shall be 12 inches, and the final location and alignment of the Water Loop shall be subject to approval by the City. (b) City Obligations (1) Upon approval of the engineering plans required under City Regulations, the City will initiate the required procedures to include the Water Facilities in its Capital Improvement Plan. (2) The City will collect in accordance with City Regulations and state law certain water impact fees and will remit same to Owner on a calendar quarterly basis until the total SUBDIVISION IMPROVEMENT AGREEMENT –Page 11 amount remitted to Owner is equal to the Final Reimbursable Amount of the Reimbursable Costs, as described in the paragraph (3), below, for the Water Facilities; after which time, the City's obligation to remit water impact fees to Owner shall cease. The impact fees that shall be so collected and remitted to Owner include those collected with respect to development of: (i) the Property; and (ii) other new developments that will directly tie into and use a portion of the capacity of the CR 422 Water Main Extension. Said impact fees shall be the sole source of reimbursement/funding that City is obligated to provide to Owner in connection with the Water Facilities even if the total amount of said impact fees is less than the Final Reimbursable Amount for the Water Facilities. (3) Reimbursable Costs of the Water Facilities include: All of the off-site, third -party property/easement acquisitions, engineering, design, and construction costs; provided, however, that reimbursable costs as relates to third -party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the remainder, all as determined by a Licensed Appraiser selected by the City and Eminent Domain Fees. For the purposes of this paragraph, "off-site" is defined as starting at the existing water main that runs parallel to the DART line, and extending east along CR 422 to the western boundary of the District A residential tract as depicted in Exhibit D; and, from the eastern boundary of the District A residential tract extending east to the north/south leg of CR 422. ii. All of the construction costs to increase the size of the on-site water line from 8 inches to 12 inches. For the purposes of this paragraph, "on-site" is defined as starting at the western boundary of the District A tract and extending east to the east boundary of the District A tract; and, from the southern boundary of the District B residential tract as depicted In in Exhibit D, and extending north to the northern boundary of the District B residential tract. (4) Upon City's approval—if such approval shall occur within three (3) years of the Effective Date—of the engineering plans required under City Regulations for the Water Loop, the City will initiate the required procedures to include the construction cost required to increase the size of the Water Loop from 8 inches to 12 inches in its water impact fee capital improvements plan. SECTION 6 ROADWAY FACILITIES AND FUTURE ROADWAY FACILITIES (a) Owner Obligations. SUBDIVISION IMPROVEMENT AGREEMENT – Page 12 (1) Owner is responsible for funding and construction of all roadway improvements required to serve the Property, including but not limited to the Roadway Facilities and at least two lanes of each roadway included in Exhibit E1 Future Roadway Facilities; provided, however, that Owner—to the extent provided for in this Agreement—shall be entitled to reimbursement of certain road capital improvement fees in a total amount that shall not exceed the Final Reimbursable Amount for the Roadway Facilities and the Future Roadway Facilities. (2) Within three (3) years of the Effective Date, Owner agrees to complete in a good and workmanlike manner construction of the Roadway Facilities. If Owner fails to fully complete construction of the Roadway Facilities in said manner within three (3) years of the Effective Date of this Agreement, then Owner's and the City's obligations under this Section 6 shall terminate. (3) Owner agrees to pay to City a Road Capital Improvement Fee, which shall be the greater of: (1) $1350 per living unit for single family and duplex developments, $750 per living unit for multi -family developments, and $1,500 per 1,000 SF of gross floor area for all other types of land use; or (2) an amount equal to any applicable roadway impact fee subsequently adopted by the City. As to any given living unit or as to any given 1,000 SF of gross floor area for all other types of land use, Owner shall not be obligated to pay both the Road Capital Improvement Fee and a roadway impact fee adopted by the City. The Road Capital Improvements Fee shall be paid when each building permit is issued. (b) City Obligations. (1) City will collect the Road Capital Improvement Fee on each building permit issued within the Property. City will remit the Road Capital Improvement Fees to Owner on a calendar quarterly basis until the total amount remitted to Owner is equal to the Final Reimbursable Amount of the Reimbursable Costs, as described in the paragraph (2), below, for the Roadway Facilities and the Future Roadway Facilities. Said Road Capital Improvement Fees shall be the sole source of reimbursement/funding that City is obligated to provide to Owner in connection with the Roadway Facilities and Future Roadway Facilities even if the total amount of said Road Capital Improvement Fees is less than the Final Reimbursable Amount for the Roadway Facilities and Future Roadway Facilities. (2) Reimbursable Costs. i. Reimbursable Costs of the Roadway Facilities include all of the off-site, third -party property/easement acquisitions, if any, and engineering, design, and construction costs necessary for the Roadway Facilities; provided, however, that Reimbursable Costs as relates to third -party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the SUBDIVISION IMPROVEMENT AGREEMENT – Page 13 remainder, all as determined by a Licensed Appraiser selected by the City and Eminent Domain Fees. ii. Except as outlined in paragraph (2)(iii) below, Reimbursable Costs of the Future Roadway Facilities include engineering, design, and construction costs necessary for Future Roadway Facilities in excess of two lanes of each roadway included in Exhibit E1 that are constructed by the Owner and accepted by the City within ten (10) years of the Effective Date of this Agreement. iii. Reimbursable Costs of the Future Roadway Facilities do not include costs associated with roadway improvements, including Future Roadway Facilities, constructed by the Owner as the result of a demonstrated need identified in a traffic impact analysis required by the City under Article 3, Section 1.03 (e) of the City's Subdivision Regulations. (c) Notwithstanding the foregoing or any other provision in this Agreement, the City may require the Owner to construct any roadway required to serve the Property, including the Future Roadway Facilities, consistent with City Regulations. Road Capital Improvement Fees remitted to the Owner are limited to the Reimbursable Costs as described in the subsection (b)(2), above, for the Roadway Facilities and the Future Roadway Facilities. (d) The Owner's obligation to pay Road Capital Improvement Fees shall terminate when the Road Capital Improvement Fees collected by the City are equal to the sum of the Final Reimbursable Amount for the Roadway Facilities and the Final Reimbursable Amount for Future Roadway Facilities; provided, however, that upon termination of the Owner's obligation to pay Road Capital Improvement Fees, the Owner shall have a continuing obligation to pay any applicable per -living unit and per -square footage roadway impact fee adopted by the City with respect to any portion of new development for which Owner had not previously paid the per -living unit and per -square footage Road Capital Improvement Fee. SECTION 7 DEVELOPMENT FEES AND FIRE FEES (a) Owner Obligations as to Development Fees Except as otherwise expressly stated in this Agreement, Owner shall pay all applicable development and permit application fees and inspection fees in the amounts and at the times as required under generally applicable City Regulations that are in effect at the time each required development or permit application for the Property is accepted as substantially complete by the City. (b) Owner Obligations as to Fire Capital Improvement Fees Owner agrees to pay to City a Fire Capital Improvement Fee, which shall be: (1) $200 per living unit for single family and duplex developments, $100 per living unit for multi -family SUBDIVISION IMPROVEMENT AGREEMENT — Page 14 developments, and $200 per 1,000 SF of gross floor area for all other types of land use. The Fire Capital Improvement Fee shall be shall be paid when each building permit is issued. SECTION 8 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 9 TERMINATION (a) This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement or if Owner does not satisfy one of the following events: (1) Owner fails to meet all requirements (per City's Regulations) necessary to file a final plat of phase I of District A (as shown in Exhibit H), consisting of at least 50 residential lots in the Land Recordings with the Collin County Clerk's Office within five (5) years of the Effective Date of this Agreement, or; (2) Owner fails to meet all requirements (per City's Regulations) necessary to file a final plat of phase I of District B (as shown in Exhibit 1), consisting of at least 20 residential lots in the Land Recordings with the Collin County Clerk's Office within five (5) years of the Effective Date of this Agreement, or (3) The Agreement has been terminated as otherwise set forth in this Agreement. SECTION 10 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 SUBDIVISION IMPROVEMENT AGREEMENT — Page 15 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(b) that such Assignee fails to satisfy 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 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 11 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. SUBDIVISION IMPROVEMENT AGREEMENT — Page 16 If to the City: City of Anna Attn: City Manager P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Owner: Richard M. Skorburg 8214 Westchester, Suite 710 Dallas, TX 75225 (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) Force Majeure. The time frames for Owner's performance as set forth in this Agreement shall be extended by time frames equal to any delays caused by events of Force Majeure which include an act of God, fire, earthquake, floods, explosion, adverse weather, war, terrorism, invasion, insurrection, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market for reasons other than cost increases, failure of transportation, strikes, lockouts, action of labor unions, condemnation, laws, orders of governmental or civil military or naval authorities, governmental delays in approving plans and issuing permits in cases where SUBDIVISION IMPROVEMENT AGREEMENT — Page 17 same are ultimately approved or issued, when the foregoing causes are not within the control of Owner. (j) 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. (k) Estoppel Certificate. Within 30 days of written request by Owner, the City Manager shall provide an estoppel certificate in recordable form stating that (i) either the Agreement is in full force and effect or the Agreement has been terminated and the reasons for termination; and (2) to the extent requested by Owner, a statement evidencing completion or the status of completion of the Public Improvements in accordance with this Agreement. (1) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City, Owner and Payee and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (m) 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. City agrees to execute documents in recordable form evidencing completion of one or more Public Improvements once completed in accordance with this Agreement. (n) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SUBDIVISION IMPROVEMENT AGREEMENT — Page 18 Owner: Anna Town Center No. 1/BRGT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 1/BRGT GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Town Center No. 1/BRGT GP Corporation, in its capacity as general partner for Anna Town Center No. 1/BRGT, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 19 Owner: Anna Town Center No. 2/BRTO, Ltd., a Texas Limited Partnership By: Anna Town Center No. 2/BRTO GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Town Center No. 2/BRTO GP Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 20 Owner: Anna Town Center No. 3/WARN, Ltd., a Texas Limited Partnership By: Anna Town Center No. 3/WARN GP Corporation, a Texas Corporation, its General Partner 2 Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Town Center No. 3/WARN GP Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 21 Owner: Anna Town Center No. 4/SHRP, Ltd., a Texas Limited Partnership By: Anna Town Center No. 1/SHRP GP Corporation, a Texas Corporation, its General Partner 0 Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Town Center No. 1/SHRP GP Corporation, in its capacity as general partner for Anna Town Center No. 1/SHRP, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 22 Owner: Anna Town Center No. 5/HSLT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 5/HSLT GP Corporation, a Texas Corporation, its General Partner a Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Town Center No. 5/HSLT GP Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 23 Owner: Anna Town Center No. 6/LNRD, Ltd., a Texas Limited Partnership By: Anna Town Center No. 6/LNRD GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Town Center No. 6/LNRD GP Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 24 WN, -- Anna Town Center No. 7/LNRD, LLC, a Texas limited liability company, By: Skorburg ATC No. 7/LNRD, Ltd., a Texas Limited Partnership By: Skorburg ATC No. 7/LNRD GP Corporation, a Texas corporation, its General Partner By: Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Skorburg ATC No. 7/LNRD GP Corporation, in its capacity as general partner for Skorburg ATC No. 7/LNRD, Ltd., in its capacity as managing member of Anna Town Center No. 7/LNRD, LLC. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 25 Owner: 40 PGE, Ltd., a Texas Limited Partnership By: 40 PGE GP Corporation, a Texas Corporation, its General Partner 0 Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of 40 PGE GP Corporation, in its capacity as general partner for 40 PGE, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 26 Owner: O.P. Leonard, Jr. Investment Company, Ltd., a Texas Limited Partnership By: Pecan TEX, LLC, a Texas Limited Liability Company, its General Partner 0 O.P. "Paul' Leonard, Jr., its President IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF Before me, the undersigned notary public, on the day of '2014, personally appeared O.P Leonard, Jr., 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 President of Pecan TEX, LLC, in its capacity as general partner for O.P. "Paul" Leonard, Jr. Investment Company, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 27 Owner: Nancy Alice Leonard Investment Company, Ltd. a Texas Limited Partnership By: Pecan TEX, LLC, a Texas Limited Liability Company, its General Partner 0 O.P. "Paul" Leonard, Jr., President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared O.P. "Paul' Leonard, Jr., 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 and President of Pecan TEX, LLC, in its capacity as general partner for Nancy Alice Leonard Investment Company, , Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 28 Payee: ANNA CROSSING AMC, LTD. By: ANNA CROSSING AMC GP CORPORATION In Richard M. Skorburg, its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, personally appeared Richard M. Skorburg, 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 President of Anna Crossing AMC GP Corporation, in its capacity as general partner for Anna Crossing AMC, Ltd. Notary Public, State of Texas SUBDIVISION IMPROVEMENT AGREEMENT — Page 29 CITY OF ANNA Philip Sanders, City Manager IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF § Before me, the undersigned notary public, on the day of , 2014, 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 — Page 30 ATTACHMENTS Exhibit A — The Property (legal description and survey drawing) Exhibit B — Sanity Sewer Facilities Exhibit C — Melissa Interlocal Agreement Exhibit C1— North Texas Municipal Water District Regional Wastewater Customer Service Contract for Customer Service with the City of Anna Exhibit D —Water Facilities Exhibit E — Roadway Facilities Exhibit F — Future Roadway Facilities Exhibit G — Estimated Reimbursable Amount Exhibit H — Preliminary Plat of District A Exhibit I — Preliminary Plat of District B SUBDIVISION IMPROVEMENT AGREEMENT — Page 31