HomeMy WebLinkAboutRes 2014-07-03 SIA LGI Homes 2nd AmendementCITY OF ANNA, TEXAS
RESOLUTION NO. 2014-07-03
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE
CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING AND APPROVING A
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT WITH
LGI HOMES.
WHEREAS, it is in the best interest of the City and Private Developers in order to provide for orderly
development to make subdivision improvement agreements; and
WHEREAS, during the course of construction City Staff has identified a need to upgrade a water line; and
WHEREAS, the difference in cost of water line between 8 inch and 12 inch for a distance of 729 linear
feet should not exceed $10,300.62;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Second Agreement Amending Subdivision Improvement Agreement
The City Council hereby authorizes the City Manager to execute the Second Agreement Amending
Subdivision Improvement Agreement attached to this resolution as Exhibit A-1 and to execute any
additional documents necessary to cause the improvements referenced herein to be completed.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 22"d day of July,
2014.
ATTEST:
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EXHIBIT A-1
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT
This Second Agreement Amending Subdivision Improvement Agreement (this "Second Amendment")
is entered into between the City of Anna, Texas, a home -rule municipality (the "City") and LGI Homes —
Oak Hollow Phase 6, LLC, a Delaware Company ("Owner"). The term "Owner" includes all owners of the
Property, and each of the owners of the Property are jointly and severally bound to the obligations of
the "Owner" under this Second Amendment.
WHEREAS, Owner and the City are sometimes collectively referenced in this Second Amendment as
the "Parties"; and
WHEREAS, it is the Parties' mutual intent that this Second Amendment shall govern only the subject
matter specifically set forth herein 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 Second Amendment; 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 31.568 acres of land located entirely within
the corporate limits of the City of Anna, to be platted as Oak Hollow Phase 6A, and which is more
particularly and separately or jointly described in the attached Exhibit 1; and,
WHEREAS, the City previously approved and entered into a Subdivision Improvement Agreement
("SIA"), attached hereto as Exhibit 2, related to the Development of the Property; and,
WHEREAS, The SIA amended the Anna 96 Facilities Agreement (the "Facilities Agreement"); and,
WHEREAS, the City and the Owner subsequently entered into an agreement amending the SIA (the
"Amendment"), which is attached hereto as Exhibit 3; and,
WHEREAS, the City and Owner now desire to further amend the SIA to address the Phase 6A Water
Facilities, as defined in Section 2 of this Second Amendment, and certain Water Capital Improvement
Fees related to the Property; and,
WHEREAS, Owner acknowledges that the obligations undertaken under this Second Amendment are
primarily for the benefit of the Property; and,
WHEREAS, Owner understands and acknowledges that acceptance of this Second Amendment is 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:
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page I 1
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 Second Amendment and said recitals constitute representations by Owner and the
City.
SECTION 2 AMENDMENTS TO DEFINITIONS
Section 2 of the SIA is amended by adding a definition of "Phase 6A Water Facilities" and by modifying
the definition of "Public Improvements" as follows:
Phase 6A Water Facilities means the CR 367 Water Line to be constructed by Owner as
described and depicted in Exhibit 4, attached hereto, and in accordance with
design/construction plans to be approved by the City.
Public Improvement(s) means the Water Facilities and the Phase 6A Water Facilities.
SECTION 3 AMENDMENTS TO SECTION 4 OF THE AGREEMENT
Section 4 of the SIA is hereby amended by adding new subsections (c) and (d) as follows:
(c) Owner Obligations. Within two (2) years of the Effective Date of this Agreement, Owner
agrees to complete in a good and workmanlike manner construction of the Phase 6A Water
Facilities. If Owner fails to fully complete construction of the Phase 6A Water Facilities in
said manner within two years of the Effective Date of this Agreement, then the City's
obligations under Section 4(d) shall terminate and Owner shall not be entitled to the credit
described therein.
(d) City Obligations. City agrees that the Water Capital Improvement Fees owed to the City by
Owner when the final plat of the subdivision of the Property is recorded, as described in
Section 1(a) of the Facilities Agreement, shall be partially credited in the amount of
$10,300.62. Said credit is in addition to the credit described in subsection 4(b) of this
Agreement.
SECTION 4 CONFLICTS AND EFFECTIVE DATE
To the extent of any conflict between this Second Amendment and the SIA, this Second
Amendment shall govern. The Effective Date of this Second Amendment is the date that the last of
the Parties' signatures to this Second Amendment is fully and properly affixed to this Second
Amendment 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 Second Amendment and
Owner has duly executed same.
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page 12
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page 13
LGI Homes — Oak Hollow Phase 6, LLC,
a Delaware limited liability company
By: LGI-GTIS Holdings IV, LLC,
a Delaware limited liability company,
its sole Manager
By: LGI Homes Group, LLC,
a Texas limited liability company,
its Managing Member
M
Eric T. Lipar, its Manager
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF §
Before me, the undersigned notary public, on the day of , 2014, personally
appeared Eric T. Lipar, known to me (or proved to me) to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same in his capacity as
Manager of LGI Homes Group, LLC, in its capacity as Managing Member LGI JV Holdings IV, LLC, in its
capacity as sole Manager of LGI Homes — Oak Hollow Phase 6, LLC.
Notary Public, State of Texas
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page 14
CITY OF ANNA
By:
Philip Sanders, City Manager
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF COLLIN §
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 and on behalf of the City of Anna.
Notary Public, State of Texas
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page 15
ATTACHMENTS
Exhibit 1—The Property (legal description and survey drawing)
Exhibit 2 — Subdivision Improvement Agreement
Exhibit 3 — Agreement Amending Subdivision Improvement Agreement
Exhibit 4 — Phase 6A Water Facilities
SECOND AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page 16
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NO
ANNA 96 FACILITIES AGREEMENT
THIS FACILITIES AGREEMENT (this "A reement') is entered into as of the Effective Date
(hereinafter defined) by and between the CITY OF ANNA, TEXAS, a municipal corporation,
existing under the laws of the State of Texas (the "City'), and ANNA 96 JOINT VENTURE
and/or its assigns (collectively, "Developer').
RECITALS:
A. Developer desires to develop a tract of land located within the City and consisting of
approximately 96.085 acres commonly known as the Chee tract (the "Pro ert '), which tract is
illustrated on the attached Exhibit A and described by metes and bounds on the attached
Exhibit B. Developer has a right to purchase the Property pursuant to a contract of sale between
MML Partners, L.P., as seller, and Developer as purchaser dated June 21, 2002 (as may be
amended, the "Contract").
B. Developer desires to develop the Property to include an estimated 386 single-family lots
(the "Single Family Development').
C. On January 28, 2003, the City annexed the Property pursuant to Ordinance No. 49-2003,
and rezoned it as Planned Development, pursuant to Ordinance No. 50-2003, to include
development rights that are consistent with the proposed Single Family Development.
D. Development of the Property requires the construction of water and sanitary sewer
improvements including the following off-site improvements (collectively, the "Public
Improvements"): (i) a gravity sewer line from FM 455 to C.R. 367 commonly known as the
Throckmorton line; (ii) a force main and two lift stations along C.R. 367 connecting the
Throckmorton line to the existing wastewater treatment plant; (iii) any water supply
improvements required to serve the Single Family Development; and (iv) any wastewater
treatment plant expansion required to serve the Single Family Development. A portion of the
proposed Public Improvements are more particularly described on Exhibit C attached hereto and
made a part hereof. The Public Improvements are needed to serve the Property as well as other
nearby property.
E. The City desires to construct the Public Improvements. If the City is unable to complete
design and construction of the Public Improvements on a schedule consistent with the Single
Family Development schedule, Developer is willing to cause such Public Improvements to be
constructed upon the condition that all costs paid or incurred by Developer and others for such
Public Improvements are reimbursed from fees paid (or credits for said fees) to the City in
connection with the development of the property benefited by such Public Improvements.
F. The Property is adjacent to C.R. 367; therefore, Developer is not required to design or
construct any thoroughfares or arterials adjacent to the Property. The Property does not include
any major thoroughfares or arterials shown on the City's Thoroughfare Plan; therefore,
Developer is not required to design or construct any thoroughfares or arterials within the
Property.
010132,00069:758307.07
G. Developer and the City desire to set forth their respective obligations with respect to
development of the Property and design and construction of the Public Improvements, including
the obligation of Developer to pay certain capital improvement fees and the right of Developer
and others to be reimbursed for costs of providing the Public Improvements.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in
this Agreement, the City and Developer agree as follows:
1. DEVELOPMENT FEES.
The City agrees that the following water capital improvement fees,' wastewater capital
improvement fees, road capital improvement fees and park fees (collectively, the "Development
Fees") shall apply to the development of the Property. Developer agrees to pay to the City the
Development Fees to insure that the Public Improvements are available to provide water and
sanitary sewer service to the Single Family Development.
(a) Water Capital Improvement Fees. The "Water Capital Improvement Fee" for all
development within the Property shall be fixed at $1,000 per lot for the full build out of all lots
within the Property. Water Capital Improvement Fees will be paid in the amount of $500 per lot
when the final plat for the subdivision is recorded and $500 per lot when each residential
building permit is issued.
(b) Wastewater C lap.tal improvement Fees. The "Wastewater Capital Improvement Fee" for
all development within the Property shall be fixed at $1,000 per lot for the full build out of all
lots within the Property. Wastewater Capital Improvement Fees will be paid in the amount of
$500 per lot when the final plat for the subdivision is recorded and $500 per lot when each
residential building permit is issued.
(c) Road Capital Improvemeal Fees. The "Road Capital Improvement Fee" for all
development within the Property shall be fined at $500 per lot for the full build out of all lots
within the Property. Road Capital Improvement Fees will be paid in the amount of $500 per lot
when each residential building permit is issued.
(d) Park Fees. The "Park Fee' for all development within the Property shall be fixed at $100
per lot for the full build out of all lots within the Property. Park Fees will be paid in the amount
of $100 per lot when each residential building permit is issued. In addition to Park Fees,
Developer shall provide open space according to the terms of Section 5 of this Agreement.
(e) Escrow Account. All Water Capital Improvement Fees and Wastewater Capital
Improvement Fees paid pursuant to the terms of this Agreement shall be deposited into an
escrow account (the "Escrow Account"). The Escrow Account shall be established by the City
and shall be used only to pay costs associated with design, construction, and inspection of the
Public Improvements, including interest and financial administration costs incurred as a result of
loans required to fund the Public Improvements. Upon written request of Developer, the City
shall submit to Developer an accounting of all fiords paid from the Escrow Account, including
copies of invoices paid and checks issued in payment of such invoices.
010132.00069:758307.07
(f) Fee Limitations. The obligation of Developer to pay the Developer Fees as required by
this Agreement shall constitute the sole and exclusive obligation of Developer with respect to
payment of the costs and expenses related to the design and construction of the Public
Improvements. The City has the obligation to pay the amount by which the actual costs and
expenses to design and construct the Public Improvements exceeds the Developer Fees. The
City agrees that upon payment of the Development Fees, Developer shall have no further
obligations with respect to the costs or expenses of the Public Improvements and that the City
shall not condition the issuance of any development permits upon the payment by Developer of
any additional amounts. The City further agrees (pursuant to the authority of Section 380 of the
Texas Local Government Code), that to the extent capital improvement fees or any other form of
capital recovery fees or charges are assessed and collected against the Property, the City shall
rebate to the Developer such additional fees or charges.
2. WATER
(a) Developer Obli a� tions.
Developer will be responsible for all on-site waxer improvements required to serve the Property.
Developer will have no obligations with respect to off-site water improvements other than the
payment of the Water Capital Improvement Fees described above.
Since Developer is constructing all on-site water improvements, the City will not charge water
tap or capital improvement fees associated with such water improvements, except those Water
Capital Improvement Fees described in this Agreement. At Developer's option, Developer shall
install water meters and associated appurtenances, to be furnished by the City at cost plus 10%,
to serve each lot within the Single Family Development or shall pay the City a meter installation
fee of $200 at the time of issuance of building permits in which case the City shall be responsible
for meter installation. If any additional tap fees or capital improvement fees, or any increases in
the meter installation fee (beyond the $200 per meter), are imposed by the City on the Property,
the City shall promptly refund to Developer all such capital improvement fees, tap fees, and
increases in the meter installation fees that are paid.
(b) City Obligations.
The City agrees to provide potable water to serve the Property in an amount, quality, and
quantity to meet Texas Commission on Environmental Quality (' TCEQ) and Texas Department
of Insurance standards. The City will be responsible for such water supply to the Single Family
Development as long as the Property is part of the City.
3. SANITARY SEWER
(a) Developer Obligations.
Developer will be responsible for all on-site wastewater improvements required to serve the
Property. Developer will have no obligations with respect to off-site wastewater improvements
other than the payment of the Wastewater Capital Improvement Fees described above.
010132.00069:758307.07
Since Developer is constructing all on-site wastewater improvements, the City will not charge
sanitary sewer tap or wastewater capital improvement fees, except the Wastewater Capital
Improvement Fees described in this Agreement. If additional tap fees or capital improvement
fees are imposed by the City on' the Property, the City shall promptly refund to Developer all
such tap fees or capital improvement fees.
(b) City Obligations.
(i) Sewer Lines. The City shall allow Developer to utilize the sewer line from the
Property to both planned Throckmorton Creek lift stations.
(ii) Reservation of Additional Permanent Wastewater Treatment Capacity. The City
agrees to construct or cause to be constructed additional permanent wastewater treatment
capacity adequate to serve the Single Family Development, which additional capacity (the
"Additional Capacity") will be at least 500,000 gallons per day. The City has applied for a new
discharge permit from TCEQ that will include the Additional Capacity, and the City will use all
reasonable efforts to cause the new permit to be finally approved by TCEQ as soon as possible.
The City represents and warrants that funds for the construction of the Additional Capacity are
currently available and have been dedicated for such purpose. The City will use all reasonable
efforts to (a) award a contract for construction of the Additional Capacity within 30 days after
the Effective Date of this Agreement and (b) complete construction of the Additional Capacity
no later than December 31, 2003. The Additional Capacity shall be reserved for the Property for
a period ending five years from filing of the final plat at the Collin County Clerk's office of the
last phase of the Single Family Development.
(iii) Reservation of Temporary Wastewater Treatment Capacity. Until such time as
the Additional Capacity is available, the City agrees that wastewater flows from the Property will
be treated by the City's existing wastewater treatment plant. In connection with the use of such
existing capacity, Developer shall have the right to construct, as part of the Public Improvements
that are eligible for reimbursement under this Agreement, an extension of an existing wastewater
force main through which wastewater from the Property will flow to the City's existing treatment
plant.
4. ROADS.
Developer will be responsible for all on-site road construction required to serve the Single
Family Development, which will include a 37 -foot collector and 27 -foot back-to-back rolled or
mountable curb and gutter concrete pavement as shown on the preliminary plat filed with the
City on February 25, 2003, and described on the attached Exhibit D. In addition, Developer will
dedicate a 40 -foot wide right-of-way for C.R. 367 along the perimeter of the Property.
Developer will have no obligations with respect to off-site road improvements other than the
perimeter road dedication along C.R. 367 and the payment of the Road Capital Improvement
Fees described above.
5. OPEN SPACE.
Developer shall dedicate for public use and maintenance that open space between the east line of
the SCS easement recorded at Volume 547, Page 67, of the Collin County Real Property Records
4
010132.00069:758307.07
and the centerline of Throckmorton Creek (the "Open Space"). The Open Space will be
dedicated when the final plat for the subdivision is recorded. Other than the Open Space
dedication and payment of the Park Fees, Developer will have no obligations with respect to off-
site open space and/or parkland improvements.
6. CONSTRUCTION OF PUBLIC IMPROVEMENTS.
(a) Design and Construction. The City shall design and construct all Public
Improvements consistent with the City's subdivision regulations and generally accepted
engineering practices. If the City fails to timely perform its obligations under this Agreement
with respect to the design and construction of the Public Improvements, then (i) upon
Developer's written notice thereof to the City, the City's right to obtain draws from the Escrow
Account shall cease and terminate, (ii) the then remaining fiends in the Escrow Account shall be
immediately returned to Developer (or the owner who paid the fiends in question into the Escrow
Account), and, (iii) Developer shall have the right (in addition to its other rights and remedies),
but not the obligation, to perform the City's obligations that it has so failed to perform on behalf
of and for the account of the City. If Developer elects to pursue its self-help remedy under
clause (iii) of the immediately preceding sentence, then the City shall pay to Developer on
demand all amounts expended by Developer in performing such obligations on behalf of the
City, together with interest thereon at the maximum non -usurious rate permitted by applicable
law, from the time such amounts are expended by Developer until Developer is reimbursed
therefor by the City, provided that the City has approved (which approval shall not be
unreasonably withheld) the contractor for the project along with the plans and specifications.
(b) Condemnation. Developer agrees to use reasonable efforts to obtain all third -part
right-of-way, if any, required for the Public Improvements. If, however, Developer is unable to
obtain such third -party right-of-way, the City agrees to secure such right-of-way (subject to city
council authorization) through the use of the City's power of condemnation. Developer shall be
responsible for all reasonable and direct costs and expenses paid or incurred by the City in the
exercise of its condemnation powers and shall escrow with a third party the City's reasonable
estimated costs and expenses as fields are needed by the City (but in no event later than the date
the City files a petition for condemnation with the appropriate County Court at Law). Developer
shall have the right, but not the obligation, to manage, on behalf of the City, the expenditure of
such escrowed funds including, but not limited to, the selection and payment of appraisers.
Developer may select attorneys for condemnation if agreed to by the City Attorney, provided
however that in such event the City Attorney shall monitor and approve the activities of
Developer's selected attorney. The City will use all reasonable efforts to expedite such
condemnation procedures so that the Public Improvements can be constructed as soon as
possible. If the City's costs and expenses exceed the amount of escrowed funds, Developer shall
deposit additional funds within 10 days after written notice from the City. Any unused escrow
funds will be refunded to Developer with 10 days after any condemnation award becomes final
and nonappealable. Nothing in this Section 6(b) 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 monitor and control the activities of Developer in accordance with the laws of the State of
Texas.
010132.00069:756307.07
(c) Reimbursement Amount. The City acknowledges and agrees that Developer, at
Developer's option, may design and construct all or any portion of the Public Improvements
through cost sharing agreements with participating developments provided the City has not
initiated construction of such Public Improvements. The City also acknowledges and agrees that
Developer shall be entitled to be reimbursed for certain costs and expenses paid or incurred by
Developer in connection with the design and construction of such Public Improvements which
shall be deemed to include, but not be limited to, costs and expenses paid or incurred for or in
connection with (i) third -party right-of-way and right-of-way acquisition, (ii) design,
(iii) engineering, (iv) construction management, (v) legal, (vi) all review and inspection fees paid
to the City, and (vii) all similar costs and expenses paid or incurred by Developer (collectively,
the "Reimbursement Amount"). The Reimbursement Amount will be adjusted to reflect actual
costs and expenses when the Public Improvements have been completed, approved by the City
Engineer or his agent and accepted by the City and when all the eligible costs and expenses that
are deemed by this Agreement to be included as part of the Reimbursement Amount have been
finally determined.
(d) Source of Developer Reimbursement. Developer is entitled to reimbursement of
the finally adjusted Reimbursement Amount from the following sources, but only to the extent
needed for such reimbursement: (i) first, in the form of a credit to Developer against the $1,000
per lot Water Capital Improvement Fees and Wastewater Capital Improvement Fees due at the
time of final plat recordation; (ii) second, in the form of a payment to Developer from funds
deposited in the Escrow Account; (iii) third, in the form of a payment to Developer from the
$1,000 per lot Water Capital Improvement Fees and Wastewater Capital Improvement Fees
collected from builders at the time building permits are issued; and (iv) fourth, in the form of
payments to Developer from amounts collected from other owners, developers, or builders who,
at any time in the future, tap into or indirectly use the Public Improvements, whether such
payments take the form of pro rata payments, capital improvement fees, or any other form of
capital recovery. Payments by the City to Developer shall be made within 30 days after the
amounts have been collected by the City. Notwithstanding the foregoing, however, Developer is
not entitled to be reimbursed in excess of the finally adjusted Reimbursement Amount. To the
extent the sources of reimbursement set forth in clauses "(i)", "(ii)", "(iii)" and "(iv)" above
exceed the finally adjusted Reimbursement Amount, such excess shall accrue to the benefit of
the City and shall be retained by the City for construction or payment of additional wastewater
treatment capacity.
7. CONSTRUCTION OF PROJECT IMPROVEMENTS.
If the City desires to employ an engineer and/or other qualified person(s) to provide inspection of
the construction of on-site sanitary sewer lines, water lines, drainage facilities and public roads
situated within the Single Family Development (collectively, the "Project Improvements"), the
City may do so. Developer shall pay to the City an inspection fee of three percent (311/o) of total
"hard costs" of construction of the Project Improvements (specifically excluding design and
engineering expenses and expenses related to obtaining easements or rights of way).
Upon completion of the Project Improvements, Developer will certify to the City the total "hard
costs" of all construction. Upon receipt of the certification called for herein and acceptance by
the City of the Project Improvements, Developer shall pay the inspection fee and convey to the
6
010132.00069:758307.07
City Developer's right, title, and interest in all public Project Improvements, free and clear of
any and all liens and. monetary encumbrances, and the City shall take over and assume full
responsibility for the operation and maintenance of the improvements. Developer agrees to
transfer any and all of its right, title, and interest in the Project Improvements to the City at the
time the City takes over the operation and maintenance of such public Project Improvements.
S. EFFECTIVE DATE.
Notwithstanding anything to the contrary contained herein, this Agreement shall be effective
only upon the satisfaction of each of the following conditions: (a) the approval of this Agreement
by the City Council of the City such that it is the binding and enforceable obligation of the City;
and (b) the acquisition of the Property by Developer or its assignee under the Contract. The date
on which the last of the foregoing conditions is satisfied is called the "Effective Date".
Developer shall advise the City as to the date of acquisition of the Property by Developer or its
assignee.
9. RELEASE.
Upon the fuU and final satisfaction by the City and Developer of all their respective obligations
and covenants under this Agreement, the City and Developer shall execute a release of this
Agreement (in recordable form) terminating this Agreement as to the portion of the Property in
question and fully releasing the City and Developer, their successors and assigns, from any
further obligations or covenants hereunder relating to the portion of the Property being released.
The release contemplated by this Section 9 shall, at Developer's request, be effective with
respect to a specific phase of the Single Family Development, as applicable, upon final
satisfaction by the City and Developer of their respective obligations with respect to such phase
of the Property.
10. SUCCESSORS AND ASSIGNS.
All obligations and covenants of Developer under this Agreement shall constitute covenants
running with the land, and shall bind Developer and each successive owner of all or 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. Without limiting the generality of the foregoing: (a)
Developer may assign this Agreement to the party to whom Developer assigns its rights as
purchaser under the Contract; and (b) Developer as well as any successor owner of all or a
portion of the Property who is bound by this Agreement (Developer or any such successor owner
is referred to herein as the "Owner") may assign this Agreement either in its entirety (if the
assignee is to own all of the Property) or in part (if the assignee is to own only a portion of the
Property) and in such event (i) the Owner conveying such portion of the Property shall be
automatically released from the obligations of "Developer" as to all or a portion of the Property
(as applicable), and (ii) the assignee to whom this Agreement is so assigned in whole or in part
shall be deemed to have assumed the obligations of "Developer" as to the portion of the Property
which is owned by such assignee. In the event of any partial assignment of this Agreement, then
notwithstanding anything to the contrary contained herein, the obligations of Developer under
010132.00069:758307.07
this Agreement shall be the several (and not the joint and several) obligations of each such
Developer. The terms and provisions of this Agreement shall otherwise bind and inure to the
benefit of the City, Developer and their respective successors and assigns. Each person signing
this Agreement represents and warrants that (i) he/she has the authority to enter into this
Agreement on behalf of (and to bind) the party on whose behalf such person is signing this
Agreement, and (ii) no further authorization or consent from anyone else is necessary to make
this Agreement the binding obligation of the party on whose behalf such person is signing this
Agreement.
11. COMPLETE AGREEMENT.
This Agreement embodies the entire Agreement between the parties hereto and cannot be varied
or terminated except by the written agreement of the parties. The City acknowledges the terms
of this agreement have been adopted pursuant to Texas Local Government Code
Section 380.001. If any provision of this Agreement is illegal, invalid, or unenforceable, then the
remainder of this Agreement shall not be affected, and there shall be added as a part of this
Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as
may be possible and be legal, valid, and enforceable.
12. COUNTERPARTS.
This Agreement may be separately executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed shall be deemed to
constitute one and the same agreement.
IN WITNESS WHEREOF, the City and Developer have executed this Agreement to be effective
as of the Effective Date.
By.
Name: Don W. Collins
Title: Managing Venturer
CITY OF ANNA, TEXAS
By: -
N enneth Pelham
ltle: Mayor
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EXHIBIT 3
CITY OF ANNA, TEXAS
RESOLUTION NO. 2013-08-09
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE
CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING AND APPROVING A
SUBDIVISION IMPROVEMENT AGREEMENT WITH LGI HOMES.
WHEREAS, it is in the best interest of the City and Private Developers in order to provide for
orderly development to make subdivision improvement agreements; and
WHEREAS, during the course of construction City Staff has identified a need to upgrade a
water line, and;
WHEREAS, the difference in cost of water line between 8 inch and 12 inch for a distance of
744 linear feet should not exceed $14,453.78, and;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Subdivision improvement agreement
The City Council hereby authorizes the City Manager's to execute all documents in regard
to the Subdivision Improvement Agreement.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 13*41 day
of August, 2013.
ATTEST:
Ntha Wilkison, City Secretary
I
RES. 2013-08-09 Subdivision Improvement Agreement W-LGI Homes-Oal< Hollow Phase 6 PAGE 1 OF 1 08-13-13
SUBDIVISION IMPROVEMENT AGREEMENT
This Subdivision Improvement Agreement (this "Agreement") is entered into between the City
of Anna, Texas, a home -rule municipality (the "City") and LGI Homes -Oak Hollow Phase 6, LLC,
a Delaware Company ("Owner"). The term "Owner" includes all owners of the Property, and
each of the owners of the Property are jointly and severally bound to the obligations of the
"Owner" under this Agreement.
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 28.7 acres of land
located entirely within the corporate limits of the City of Anna and is more particularly and
separately orjointly described in the attached Exhibit A; and,
WHEREAS, the City has previously approved an agreement related to the Development of the
Property (the "Facilities Agreement") attached hereto as Exhibit B; and,
WHEREAS, the City and Owner desire to amend said Facilities Agreement as it relates to the
Property and certain Water Facilities to -be constructed by Owner and certain Water Capital
Improvement Fees to be paid to the City; and,
WHEREAS, Owner represents and warrants to the City that at least insofar as relates to the
Property, Owner has acquired through purchase, assignment, or otherwise all of the rights,
benefits, and obligations of "Developer" as set forth in Section 10 of the Facilities Agreement
and that with respect to said Facilities Agreement as relates to the Property, only Owner and no
other person or entity is: (1) entitled to all of the rights and benefits thereto; and (2) bound to
perform all of the obligations arising thereunder; and,
WHEREAS, the foregoing paragraph is a material representation and warranty by Owner
without which the City would not have entered into this Agreement; 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 is 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;
SUBDIVISION IMPROVEMENT AGREEMENT Page 11
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties
agree as follows:
SECTION 1 RECITALS INCORPORATED
The recitals set forth above are incorporated herein as if set forth in full to further describe the
Parties' intent under this Agreement and said recitals constitute representations by Owner and
the City.
SECTION 2 DEFINITIONS
City Code means The Anna City Code of Ordinances.
City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and
other policies duly adopted by the City.
,Development means the new residential development on the Property that is the subject of
this Agreement.
Public Improvementfs) means the Water Facilities.
Water Capital Improvement Fees means the development fees described in Section 1(a) of the
Facilities Agreement; to the extent such fees relate to or are applicable to Development of the
Property.
Water Facilities means the CR 367 Water Line to be constructed by Owner as described and
depicted in Exhibit C attached hereto, and in accordance with design/construction plans to be
approved by the City.
SECTION 3 GENERAL PROVISIONS
(a) ,Facilities Agreement Amended; The Parties agree that the Facilities Agreement attached
hereto as Exhibit B is hereby amended to the extent necessary to incorporate in the
Facilities Agreement the Parties' obligations in Section 4 of this Agreement. To the extent of
any conflict between this Agreement and the Facilities Agreement, this Agreement shall
govern.
(b) Performance Bond, Payment Bond and Other Security. For each construction contract for
any part of the Water Facilities, 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
Water Facilities, Owner or Owner's contractor further must execute a Maintenance Bond in
accordance with applicable City Regulations that guarantee the costs of any repairs which
SUBDIVISION IMPROVEMENT AGREEMENT Page 12
may become necessary to any part of the construction work performed in connection witli
tine Water Facilities, arising from defective wort<mansliip or materials used therein, for a full
period of two years from the date of final acceptance of the Water Facilities constructed
under such contract.
(c) Acceptance of Public Improvements and Withholding of Services. It shall not be a breach or
violation of the Agreement if the City withholds City services of any type that it is obligated
to provide under this Agreement or otherwise obligated to provide until the required Water
Facilities are properly constructed according to the approved engineering plans and City
Regulations, and until such Water Facilities are dedicated to and accepted by the City. From
and after the inspection and acceptance by the City of the Water Facilities, such
improvements and dedications shall be owned and maintained (subject to the maintenance
bond requirement) by the City. Owner's sole remedy for nonperformance of this
Agreement 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 Owner or any other person.
(d) 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.
(e) 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, whichever is greater. Coverage must be on an "per
occurrence" basis. Such insurance shall also cover any and all claims which might arise out
of the Public Improvement construction contracts, whether by Owner, a contractor,
subcontractor, material man, or otherwise. 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
SUBDIVISION IMPROVEMENT AGREEMENT Page 13
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.
(f) Indemnification and Hold Harmless. OWNER COVENANTS AND AGREES TO INDEMNIFY AND
DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICIALS,
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 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. THE 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 TO THE EXTENT SUCH CLAIMS OR SUITS: (1) ARISE IN ANY
WAY FROM THE CITY'S RELIANCE ON OWNER'S REPRESENTATIONS IN THIS AGREEMENT; OR
(2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN
CONNECTION WJTH OWNERSHIP OF THE PROPERTY OR ASSIGNMENT.OF THE FACILITIES
AGREEMENT.
(g) .Relationship of Parties. 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. There is no joint enterprise between the
City and Owner.
SECTION 4 WATER FACILITIES
(a) ,Owner Obligations. Within two (2) 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 two years of the
Effective Date of this Agreement, then the City's obligations under Section 4(b) shall
terminate and Owner shall not be entitled to the credit described therein.
(b) City Obligations. City agrees that the Water Capital Improvement Fees owed to the City by
Owner when the final plat of the subdivision of the Property is recorded, as described in
SUBDIVISION IMPROVEMENT AGREEMENT Page j 4
Section 1(a) of the Facilities Agreement, shall be partially credited in the amount of
$14,453.78.
SECTION 5 EFFECTIVE DATE
The Effective Date of this Agreement is the date that the last of the Parties' signatures to
this Agreement is fully and properly affixed to this Agreement 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 6 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 21 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.
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 6(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,
SUBDIVISION IMPROVEMENT AGREEMENT Page 15
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 7 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 deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested, addressed to the parties at the
addresses set forth below or at such other addresses as such parties may designate by
written notice to the other parties in accordance with this notice provision.
If to the City: City of Anna
Attn: City Manager
P.O. Box 776
111 N. Powell Parkway
Anna, TX 75409
If to Owner: LGI Homes - Oak Hollow Phase 6, LLC
1450 Lake Robbins Drive
Suite 430
The Woodlands, Texas 77380
(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 Parties 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.
SUBDIVISION IMPROVEMENT AGREEMENT Page 1 6
(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 parties shall be deemed to have contracted as if
said clause, section, paragraph or portion had not been in the Agreement initially.
(f) Representation, Each signatory representing this Agreement has been read by the party for
which this Agreement is executed and that such Party has had an opportunity to confer with
its counsel.
(g) ,Consideration; This Agreement is executed by the Parties hereto without coercion or
duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
(h) Waiver. Waiver by either Party or any breach of this Agreement, or the failure of either
Party to enforce any of the provisions of this Agreement, at any time, shall not in any way
affect, limit or waive such Party's right thereafter to enforce and compel strict compliance
of the Agreement.
(i) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties
hereto. The language of all parts of this Agreement shall be construed as a whole according
to its fair meaning, and any presumption or principle that the language herein is to be
construed against any Party shall not apply. Headings in this Agreement are for the
convenience of the Parties and are not intended to be used in construing this document.
(j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City and
Owner and is not intended to and shall not confer any rights or benefits on any third party
not a signatory hereto.
(k) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Owner
and to any successor owner/developer of the property, may be recorded in the Collin
County property records, and runs with the land.
(1) 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 1 7
LGI Homes - Oak Hollow Phase 6, LLC,
a Delaware limited liability company
By: LGI-GTIS Holdings IV, LLC,
a Delaware limited liability company,
its sole Manager
By: LGI Homes Group, LLC,
a Texas limited liability company,
its Managin J/lember
By:
EricT. Lipgwffs Manager
IN WITNESS WHEREOF:
STATE OF TEXAS §
COUNTY OF fit) §
Before me, the undersigned notary public, on the /2 - ^ day of �il,Anf, n 2013,
personally appeared Eric T. Lipar, known to me (or proved to me) to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that he executed the same
in his capacity as Manager of LGI Homes Group, LLC, in its capacity as Managing Member of LGI-
GTIS Holdings IV, LLC, in its capacity as sole Manager of LGI Homes - Oak Hollow Phase 6, LLC.
-
til"
G=SANDRA
`,tifl7tltJtt'
LEE BYi={t
yt Hola,
pu bi: C, S�, of er r7.5
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April i 7, 2614 i
Notary Public, State of Texas
SUBDIVISION IMPROVEMENT AGREEMENT Page 1 8
CITY OF ANNA
Byr'�
Phjjip Sanders, City Manager
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF COLLIN §
,4 A
Before me, the undersigned notary public, on the 1. - �d a y of �fccSf" 2013,
personally appeared Philip Sanders, known to me (or proved to me) to be he p� erson 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.
,�p�tY PU
®i Natha J W(Ikison
*t ; ¢ My Commission Expires
11/13/2013
OF
Nott/ry Public, St e of Texas
G
SUBDIVISION IMPROVEMENT AGREEMENT Page 1 9
ATTACHMENTS
Exhibit A - The Property (legal description and survey drawing)
Exhibit B - Facilities Agreement
Exhibit C - Water Facilities
SUBDIVISION IMPROVEMENT AGREEMENT Page 110
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LEGAL DESCRIPTION
BEING a tract of land situated in the Thonnas Rattan Survey, Abstract No. 782, and in the
Henry Smith Survey, Abstract No. 823, both in Collin County, Texas and being a portion of
that tract of land described in a Deed to ANNA 96 JOINT VENTURE, as recorded in Document Nc
2006000692110 of the Deed Records of Collin County, Texas, said tract being more
particularly described by metes and bounds as follows:
COMMENCING at an iron rod found at the southwest corner of Lot 12, Block B, Oak Hollow Estati
Phase 5, an addition to the City of Anna, Collin County, Texas as recorded in Cabinet P,
Page 966, of the Plat Records of Collin County, Texas, said point being in the easterly line
of Common Area No. 1 as shown on said Plat;
THENCE Nig"IS'SS't (previously recorded as N20"32'11"E) along the easterly line of said
Common Area No. 1 and the west line of said Lot 12, 55.51 feet to an iron rod found for the
northwest corner of Lot 12 and being the northeasterly corner of said Common Area No. 1;
THENCE S89"'52'34"W (previously recorded as N89"36'40"W) along the north line of said
Common Area No. 1 76.03 feet to a 5/8 inch iron rod with cap stamped "PELOTON" set for the
northwest corner of said Common Area No. 1, and being the northeast corner of said ANNA 96
JOINT VENTURE tract and being called for as being in the approximote centerline of a creek
on said Plat of Oak Hollow Estates, and being the POINT OF BEGINNING;
THENCE along the west line of said Common Area No. 1, and along the east line of said ANNA
96 JOINT VENTURE tract and along the approximate centerline of said creek as called for in
said Plot of Oak Hollow Estates the following bearings and distance all of which have been
rotated 01"13'16" counter clockwise from the beorings previously recorded on said Plat:
S 25"11'43"E, 29.76 feet;
S 05"48'16"W,
21.01 feet;
S 19"24'34"W,
65.39 feet;
S 40"08'40"W,
23.60 feet;
S 02"47'29"E,
13.38 feet;
S 52^31'10"E,
15.75 feet;
S 22"46'16"E,
16.47 feet;
S 27"18'24"W,
29.10 feet;
S 55'-41'16"W,
74.80 feet;
S 32"'02'03"W,
51.03 feet;
S 13'43'27"W,
33.11 feet;
S 00"05'05"W,
49.65 feet;
S 10"06'58"E,
37.36 feet;
S 28"06'46"E,
32.36 feet;
S 24"'44'06"W,
50.46 feet;
S 67"03'46"W,
29.94 feet;
N 63"42'25"W,
21.77 feet;
N 16"11'59"W,
22.59 feet;
N 83"'50'02"W,
32.85 feet;
S 60"51'43"W,
33.08 feet;
5 29"05'35"W,
46.53 feet;
S 03^51'24"W,
78.37 feet;
S 32"43'38"E,
62.73 feet;
S 09'52'59"W,
9.55 feet;
S 54"28'37"W,
39.37 feet;
S 12"48'12"W,
11.60 feet;
S 14"59'14"E, 30.51 feet;
S 17"36'47"W,
8.08 feet;
S 60'^19'05"W,
21.40 feet;
S 37"45'30"W,
25.87 feet;
S 00"10'51"E, 27.18 feet;
S 58"37'07"E,
49.14 feet;
S 23"50'38"E,
37.65 feet;
S 10"00'39"W,
67.63 feet;
S 78"37'40"W,
31.34 feet;
S 72"23'02"W,
36.27
feet;
S 57'A43'49"W,
47.69
feet;
S 30'22'00"W,
13.51
feet;
S 02"20'48"E,
30.79
feet;
S 32"31'51"W,
89.98
feet;
S 27"'32'45"E,
30.67
feet;
S 78"52'38"E,
64.81
feet;
S AOA50'5AAAE, 4 9.2 3 feet;
S 02'-49'20"W, 45.99 feet;
S 53"'35'05"W, 50.95 feet;
S 05'-22'51 "E, 11.76 feet;
S 22"13'57"W, 61.32 feet;
S 08"'56'29"E, 15.57 feet;
S 38"'57'15"E, 20.59 feet;
S 11"'11'26"E, 12.07 feet;
S 19"'44'48"W, 88.47 feet;
S 00"09'06"E, 50.55 feet;
S 32''49'04"E, 62.23 feet;
S 22"'47'31"E, 18.74 feet;
and S 011A 15'32"E, 19.35 feet to a PK nail set in the approximate center line of
County Road No. 367;
THENCE along the said approximate center line of County Rood No. 367 the
following courses and distances;
S 88"'54'10"W, 27.20 feet to a PK nail set;
S 88"59'10"W, 646.60 feet to a PK nail set;
ThIENCE, leaving the said approximate center line of County Road No. 367
and across said ANNA 96 JOINT VENTURE tract the following courses
and distances:
N01"13'03"W,
797.25 feet to a 5/8 inch iron rod with cap stamped "PELOTON" set;
S88"46'57"W,
10.18 feet to a 5/8 inch iron rod with cap stamped "PELOTON" set;
N01"13'03"W,
145.00 feet to o 5/8 inch iron rod with cap stamped "PELOTON" set;
S88"46'57"W,
42.16 feet to o 5/8 inch iron rod with cop stamped "PELOTMI" set;
N01 'At 3'03"W,
290.00 feet to a 5/8 inch iron rod with cap stamped "PELOTON" set;
N88 46'66"E,
4.10 feet to a 5/8 inch iron rod with cap stamped "PELOTON" set;
N01 13-03"W,
145.00 feet to a 5/8 inch iron rod with cop stamped "PELOTON" set;
S88A46'57"W,
1.61 feet to a 5/8 inch iron rod with cap stamped "PELOTON" set;
THENCE N01"13'03"W,
146.16 feet to a 5/8 inch Iron rod with cap stamped "PELOTON" set
in the said north line
of said ANNA 96 JOINT VENTURE tract;
THENCE N88'A45'26"E,
along said north line and generally along said fence line (previously
recorded as N89A59'E)
2.91 feet to an iron rod found;
THENCE N88'A36'22"E,
along said north line and generolty along said fence line (previously
recorded as N89"33'E,
263.27') 263.68 feet to on iron rod found for the southwest corner
of Lot 64, Block T, Oak Hollow Estates, Phase 4, as recorded in Volume 2006, Page 586 of
the Plat Records of Oollin County, Texas;
THENCE N88"52'33"E, (previously recorded as N89' -36'E, 354.47') 354.38 feet along said
north line and along the south line of said Oak Hollow Estates to a 5/8 inch iron rod with cop
stamped "PELOTON" set for the southwest corner of Lot 1, Block U, Oak Hollow Estates,
Phase 3, as recorded in Cabinet P, Page 252, Plot Records CoHin County, Texas;
THENCE N 89'05'22"E, (previously recorded os N89' -57'E, 352.85') along said north line and
along the south line of said Oak Hollow Estates, Phase 3, 352.40 feet to and iron rod found;
THENCE NOO"41'30"E, (previously recorded as NOO"54'E) 30.29 feet along said north line and
along the south line of said plat to an iron rod found;
Thence N89' -52'34"E, 135.87 feet (previously recorded as S89' -25'E) along said north line and
the south line of said plot to the POINT OE BEGINNING, and containing 1,250,228 sguare
feet, or 28.701 acres of land, more or less.
EXHIBIT B
TO
SUBDIVISION IMPROVEMENT AGREEMENT
ANNA 96 FACILITIES AGREEMENT
THIS FACILITffiS AGREEMENT (this "Agneernent') is entered into as of the Effective Date
(hereinafter defined) by and between the CITY OF AMNA, TEXAS, a municipal corporation,
existing under the laws of the State of Texas (the "City" ).,and ANNA 96 JOINT VENTURE
and/or its assigns (collectively,' elo r").
RECITALS:
A. Developer desires to develop a tract of land located within the City and consisting of
approximately 96.085 acres commonly known as the Chee tract (the "EMpgg which tract is
illustrated on the attached Exhibit A and described by metes and bounds on the attached
Exhibit B. Developer has a right to purchase the Property pursuant to a contract of sale between
MML Partners, L.P., as seller, and Developer as purchaser dated Tune 21, 2002 (as may be
amended, the "Contract"5.
B. Developer desires to develop the Property to include an estimated 386 single-family lots
(the "Single Family Development").
C. On January 28, 2003, the City annexed the Property pursuant to Ordinance No. 49-2003,
and rezoned it as Planned Development, pursuantto Ordinance Nd. 50-2003, to include
development rights that are consistent with the proposed Single Family Development.
j D. Development of the Property requires the construction of water and sanitary sewer
improvements including the following off-site improvements (collectively, the "Public
hM vements' ): (i) a gravity sewer line from FM 455 to C.R. 367, commonly lunovra as the
Throckmorton line; (ii) a force main and two lift stations along C.R, 367 connecting the
Throclamorton line to the existing wastewater treatment plant; (iii) any water supply
improvements required to serve the Single Family Development; and (iv) any wastewater
treatment plant expansion required to serve the Single Family Development: A portion of the
proposed Public Improvements are more particularly described on Exhibit C attached hereto and
made a part herwE The Public Improvements are needed to serve the Property as well as other
nearby property.
E. The City desires to construct the Public hnprovements. If the City is unable to complete
design and ronstmction of the Public Improvements on a schedule consistent with the Single
Family Development schedule, Developer is willing to cause such Public hnprovements to be
constructed upon the condition that all costs paid or incxirred by Developer and others for such
Public Improvements are reimbursed from fees paid (or credits for said fees) to the City in
connection with the development of the property benefited by such Public Improvements.
F. The Properly is adjacent to C.R. 367; therefore, Developer is not required to design or
construct any thoroughfares or arterials adjacent to the Property, The Property does not include
any major thoroughfares or arterials shown on the City's Thoroughfare Plan; therefore,
Developer is not required to design or construct any thoroughfares or arterials within the
Property,
010132.00069;758307.07
G. Developer and the City desire to set forth their respective obligations with respect to
development of the Property and design and construction of the Public Improvements, including
the obligation of Developer to pay certain capital improvement fees and the right of Developer
and others to be reimbursed for costs of providing the Public Improvements.
NOW, THEREFORE, in consideration of the premier and the mutual covenants contained in
this Agreement, the City and Developer agree as follows:
DEVELOPMENT FEES,
The City agrees that the following water capital improvement fees, wastewater capital
improvement fees, road capital improvement fees and park fees (collectively, the "Devebtiment
") shall apply to the development of the Property. Developer agrees to pay to the City the
Development Fees to insure that the Public Improvements are available to provide water and
sanitary sewer service to the Single Family Development..
(a) Water Capital Improvement Fees. The "Water Capital Inprovement Fee" for all
development within the Property shall be fixed at $1,000 per lot for the full build out of all lots
within the Property. Water Capital Improvement Fees will be paid in the amount of $500 per lot
when the final plat for the subdivision is recorded and $500 per lot when each residential
building permit is issued.
(b) Wastewater Capital Inprovement Fees. The "Wastewater Capital Improvement Fee" for
} all development within the Property shall be fixed at $1,000 per lot for the full build out of all
lots within the Property. Wastewater Capital Improvement Fees will be paid in the amount of
$500 per lot when the final plat for the subdivision is recorded and $500 per lot when each
residential building permit is issued.
(c) Road Capital Improvement Fees. The "Road Capital Improvement Fee" for all
development within the Property shall be fixed at $500 per lot for the MU build out of all lots
within the Property. Road Capital hnprovement Fees will be paid in the amount of $500 per lot
when each residential building permit is issued.
(d) Park Fees. The "Park Fee" for all development within the Property shall be fixed at $100
per lot for the full build out of all lots within the Property. Park Fees will be paid in the amount
of $100 per lot when each residential building permit is issued. In addition to Park Fees,
Developer shall provide open space according to the terms of Section 5 of this Agreement,
(e) Escrow Account. All Water Capital Improvement Fees and Wastewater Capital
hnprovement Fees paid pursuant to the terms of this Agreement shall be deposited into an
escrow account (the "Escrow Account"). ). The Escrow Account shall be established by the City
and shall be used only to pay costs associated with design, construction, and inspection of the
Public Improvements, including interest and financial administration its incurred as a result of
loans required to fund the Public Improvements. Upon written request of Developer, the City
shall submit to Developer an accounting of all funds paid ft'om the Escrow Account, including
copies of invoices paid and checks issued in payment of such invoices.
2
010132,00069:758307.07
(f) Fee Limitations. The obligation of Developer to pay the Developer Fees as required by
this Agreement shall constitute the sole and exclusive obligation of Developer with respect to
payment of the costs and expenses related to the design and construction of the Public
Improvements. The City has the obligation to pay the amount by which the actual costs and
expenses to design and construct the Public Improvements exceeds the Developer Fees. The
City agrees that upon payment of the Development Fees, Developer shall have no further
obligations with respect to the costs or expenses of the Public Improvements and that the City
shall not condition the issuance of any development permits upon the payment by Developer of
any additional amounts. The City further agrees (pursuant to the authority of Section 380 ofthe
Texas Local Government Code), that to the extent capital improvement fees or any other form of
capital recovery fees or charges are assessed and collected against the Property, the City shall
rebate to the Developer such additional fees or charges.
2. WATER.
(a) Developer Obligations.
Developer will be responsible for all on-site water improvements required to serve the Property.
Developer will have no obligations with respect to off-site water improvements other than the
payment ofthe Water Capital Improvement Fees described above,
Since Developer is constructing all on-site water improvements, the City will not charge water
tap or capital improvement fees associated with such water kiprovements, except those Water
Capital Improvement Fees described in this Agreement. At Developer's option, Developer shall
install water meters and associated appurtenances, to be furnished by the City at cost plus 10%,
to serve each lot within the Single Family Development or shall pay the City a meter installation
fee of $200 at the time of issuance ofbuilding permits in which case the City shall be responsible
for meter installation. If any additional tap fees or capital improvement fees, or any increases in
the meter installation fee (beyond the $200 per meter), are imposed by the City on the Property,
the City shall promptly refund to Developer all such capital improvement fees, tap fees, and
increases in the meter installation fees that are paid.
(b) City Obligations.
The City agrees to provide potable water to serve the Property in an amoimt, quality, and
quantity to meet Texas Commission on Environmental Quality ("TCBO") and Texas Department
of Insurance standards, The City will be responsible for such water supply to the Single Family
Development as long as the Property is part ofthe City.
SANITARY SEWER
(a) Developer Obligations,
Developer will be responsible for all on-site wastewater improvements required to serve the
Property. Developer will have no obligations with respect to off-site wastewater improvements
other than the payment ofthe Wastewater Capital Improvement Fees described above,
010132.00059:758307.07
Since Developer is constructing all on-site wastewater improvements, the City will not charge
sanitary sewer tap or wastewater capital improvement fees, except the Wastewater Capital
Improvement Fees described in this Agreement. If additional tap fees or capital improvement
fees are imposed by the City on the Property, the City shall promptly refttnd to Developer all
such tap fees or capital improvement fees.
(b) City Obligations.
(i) Sewer Lines. The City shall allow Developer to utilize the sewer line from the
Property to both planned Throckmorton Creek lift stations.
(ii) Reservation of Additional Permanent Wastewater Treatment Capacity. The City
agrees to construct or cause to be constructed additional permanent wastewater treatment
capacity adequate to serve the Single Family Development, which additional capacity (the
"Additional Capacity") will be at least 500,000 gallons per day. The City has applied for a new
discharge permit from TCEQ that wi11.Include the Additional Capacity, and the City will use all
reasonable efforts to cause the new permit to be finally approved by TCEQ as soon as possible.
The City represents and warrants that funds for the construction of the Additional Capacity are
currently available and have been dedicated for such purpose. The City will use all reasonable
efforts to (a) award a contract for construction of the Additional Capacity within 30 days after
the Effective Date of this Agreement and (b) complete construction of the Additional Capacity
no later than December 31,2003. The Additional Capacity shall be reserved for the Property for
a period ending five years from filing ofthe final plat at the Collin County Clerk's office of the
} last phase ofthe Single Family Development.
(iii) Reservation of Temporga Wastewater Treatment Capacity. Until such time as
the Additional Capacity is available, the City agrees that wastewater flows from the Property will
be treated by the City's existing wastewater treatment plant. In connection with the use of such
existing capacity, Developer shall have the right to construct, as part of the Public Improvements
that are ehgible for reimbursement under this Agreement, an extension of an existing wastewater
force main through which wastewater from the Property will flow to the City's existing treatment
plant.
ROADS.
Developer will be responsible for all on-site road construction required to serve the Single
Family Development, which wil I include a 37 -foot collector and 27 -foot back-to-back rolled or
mountable curb and gutter concrete pavement as shown on the preliminary plat filed with the
City on February 25,2003, and described on the attached Exhibit D, In addition. Developer will
dedicate a 40 -foot wide right-of-way for C,R, 367 along the perimeter of the Property,
Developer will have no obligations with respect to off-site road improvements other than the
perimeter road dedication along C.R. 367 and the payment of the Road Capital Improvement
Fees described above.
5. OPEN SPACE.
Developer shall dedicate for public use and maintenance that open space between the east line of
the SCS easement recorded at Volume 547, Page 67, ofthe Collin County Real Property Records
010132,00069:758307,07
and the centerline of Throckmorton Creek (the "Open Space'). The Open Space will be
dedicated when the final plat for the subdivision is recorded. Other than the Open Space
dedication and payment ofthe Park Fees, Developer will have no obligations with respect to off-
site open space and/or parkland improvements.
6. CONSTRUCTION OF PUBLIC IMPROVEMENTS.
(a) Design and Construction. The City shall design and construct all Public
Improvements consistent with the City's subdivision regulations and generally accepted
engineering practices. If the City fails to timely perform its obligations imder this Agreement
with respect to the design and construction of the Public Improvements, then (i) upon
Developer's written notice thereofto the City, the City's right to obtain draws from the Escrow
Account shall cease and terminate, (ii) the then remaining funds in the Escrow Account shall be
immediately returned to Developer (or the owner who paid the funds in question into the Escrow
Account), and, (iii) Developer shall have the right (in addition to its other rights and remedies),
but not the obhgation, to perform the City's obligations that it has so failed to perform on behalf
of and for the account of the City. If Developer elects to pursue its self-help remedy under
clause (iii) of the immediately preceding sentence, then the City shall pay to Developer on
demand all amounts expended by Developer in performing such obUgations on behalf of the
City, together with interest thereon at the maximum non-usuiious rate permitted by appUcable
law, from the time such amounts are expended by Developer until Developer is reimbursed
therefor by the City, provided that the City has approved (which approval shall not be
unreasonably withheld) the contractor for the project along with the plans and specifications.
, 1
(b) Condemnation. Developer agrees to use reasonable efforts to obtain all third -part
right-of-way, if any, required for the Public Improvements, If, however, Developer is unable to
obtain such third -party right-of-way, the City agrees to secure such right-of-way (subject to city
coimcil authorization) through the'use of the City's power of condemnation. Developer shall be
responsible for all reasonable and direct costs and expenses paid or incurred by the City in the
exercise of its condemnation powers and shall escrow with a third party the City's reasonable
estimated costs and expenses as funds are needed by the City (but in no event later than the date
the City files a petition for condemnation with the appropriate County Court at Law). Developer
shall have the right, but not the obligation, to manage, on behalf of the City, the expenditure of
such escrowed funds including, but not limited to, the selection and payment of appraisers.
Developer may select attorneys for condemnation if agreed to by the City Attorney, provided
however that in such event the City Attorney shall monitor and approve the activities of
Developer's selected attorney. The City will use all reasonable efforts to expedite such
condemnation procedures so that the Public Improvements can be constructed as soon as
possible. Ifthe City's costs and expenses exceed the amount of escrowed fnnds, Developer shall
deposit additional funds within 10 days after written notice from the City, Any unused escrow
funds will be refunded to Developer with 10 days after any condemnation award becomes final
and nonappealable. Nothing in this Section 6(b), is intended to constitute a delegation of the
police powers or governmental authority ofthe Ciy, and the City reserves the right, at all fumes,
to monitor and control the activities of Developer in accordance with the laws of the State of
Texas.
S
010132.00069:758307.07
(c) Reimbursement Amount. The City acknowledges and agrees that Developer, at
Developer's option, may design and construct all or any portion of the Public Improvements
through cost sharing agreements with participating developments provided the City has not
initiated construction of such Public Improvements, The City also acknowledges and agrees that
Developer shall be entitled to be reimbursed for certain costs and expenses paid or incurred by
Developer in connection with the design and construction of such Public Improvements which
shall be deemed to include, but not be limited to, costs and expenses paid.or incurred for or in
connection with (i) third -party right-of-way and right-of-way acquisition, (ii) design,
(iii) engineering, (iv) construction management, (v) legal, (vi) all review and inspection fees paid
to the City, and (vii) all similar costs and expenses paid or incurred by Developer (collectively,
the "Reimbursement Amount"), The Reimbursement Amount will be adjusted to reflect actual
costs and expenses when the PubHc Improvements have been completed, approved by the City
Engineer or his agent and accepted by the City and when all the eligible costs and expenses that
are deemed by this Agreement tb be included as part of the Reimbursement Amount have been
finally determined.
(d) Source of Developer Reimbursement. Developer is entitled to reimbursement of
the finally adjusted Reimbwsement Amount firom the following sources, but only to the extent
needed for such reimbursement: (i) first, in the form of a credit to Developer against the $1,000
per lot Water Capital Improvement Fees and Wastewater Capital Improvement Fees due at the
time of final plat recordation; (ii) second, in the form of a payment to Developer from fijnds
deposited in the Escrow Account; (iii) third, in the form of a payment to Developerfrrom the
$1,000 per lot Water Capital Improvement Fees and Wastewater Capital Improvement Fees
' % collected fl-om builders at the time building permits are issued; and (iv) fourth, in the form of
payments to Developer from amounts collected from other owners, developers, or builders who,
at any time in the feature, tap into or indirectly use the Public Improvements, whether such
payments take the form of pro rata payments, capital improvement fees, or any other form of
capital recovery. Payments by the City to Developer shall be made within'30 days after the
amounts have been collected by the City. Notwithstanding the foregoing, however, Developer is
not entitled to be reimbursed in excess of the finally adjusted Reimbursement Amount. To the
"
extent the sources of reimbursement set forth in clauses (i)" "(u)"> "(iii)" and "(iv)" above
exceed the finally adjusted Reimbursement Amoimt, such excess shall accrue to the benefit of
the City and shall be retained by the City for construction or payment of additional wastewater
treatment capacity.
CONSTRUCTION OF PROJECT IMPROVEMENTS.
Ifthe City desires to employ an engineer and/or other qualified person(s) to provide inspection of
the construction of on-site sanitary sewer lines, water lines, drainage facilities and public roads
situated within the Single Family Development (collectively, the "Project Improvements" I the
City may do so. Developer shall pay to the City an inspection fee of three percent (3%) oftotal
"hard costs" of construction of the Project Improvements (specifically excluding design and
engineering expenses and expenses related to obtaining easements or rights of way).
Upon completion ofthe Project Improvements, Developer will certify to the City the total "hard
costs" of all construction. Upon receipt of the certification called for herein and acceptance by
the City of the Project Improvements, Developer shall pay the inspection fee and convey to the
010132.00069;758307.07
City Developer's right, title, and interest in all public Project Improvements, free and clear of
any and all liens and monetary encumbrances, and the City shall take over and assume full
responsibility for the operation and maintenance of the improvements. Developer agrees to
transfer any and all of its right, title, and interest in the Project Improvements to the City at the
time the City takes over the operation and maintenance of such public Project Improvements.
g. EFFECTIVE DATE.
Notwithstanding anything to the contrary contained herein, this Agreement shall be effective
only upon the satisfaction of each ofthe following conditions; (a) the approval ofthis Agreement
by the City Council ofthe City such that it is the binding and enforceable obUgation ofthe City;
and (b) the acquisition of the Property by Developer or its assignee under the Contract, The date
on which the last of the foregoing conditions is satisfied is called the "Effective Date".
Developer shall advise the City as to the date of acquisition of the Property by Developer or its
assignee.
9. RELEASE.
Upon the fu I 1 and final satisfaction by the City and Developer of all their respective obligations
and covenants under this Agreement, the City and Developer shall execute a release of this
Agreement (in recordable form) terminating this Agreement as to the portion of the Property in
question and fully releasing the City and Developer, their successors and assigns, from any
ftirther obUgation or covenants hereunder relating to the portion of the Property being released.
The release contemplated by this Section 9 shall, at Developer's request, be effective with
respect to a specific phase of the Single Family Development, as applicable, upon final
satisfaction by the City and Developer of their respective obligations with respect to such phase
ofthe Property.
10. SUCCESSORS ANDASSIGNS.
A 1 I obligations and covenants of Developer under this Agreement shall constitute covenants
running with the land, and shall bind Developer and each successive owner of all or 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 fi:om 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. Without limiting the generality of the foregoing: (a)
Developer may assign this Agreement to the party to whom Developer assigns its rights as
purchaser under the Conti -act; and (b) Developer as well as any successor owner of all or a
portion ofthe Property who is boimd by this Agreement (Developer or any such successor owner
is referred to herein as the "Owner") may assign this Agreement either in its entirety (if the
assignee is to own all of the Property) or in part (ifthe assignee is to own only a portion of the
Property) and in such event (i) the Owner conveying such portion of the Property shall be
automatically released from the obligations of"Developer" as to all or a portion of the Property
(as applicable), and (ii) the assignee to whom this Agreement is so assigned in whole or in part
shall be deemed to have assumed the obligations of"Developer" as to the portion ofthe Property
which is owned by such assignee, hi the event of any partial assignment ofthis Agreement, then
notwithstanding anything to the contrary contained herein, the obligations of Developer imder
010132,00069:758307.07
friis Agreement shall be the several (and not the joint and several) obligations of eadi such t -
Developer. ' The terms and provisions ofthis Agreoneint shall otherwise bind and inure to the
benefit of the City, Developer and their respective successors and assigds. Each person signing
this Agreement represents and warrants tihat (i) he/sha has the authority to enter into this
Agreement on behalf of (and to bind) the party on whose behalf such person is signing this
Agreement, and (Ii) no fturther authorization or consent from anyone else is necessary to make
this. Agreement the binding obligation ofthe party on whose behalf such person is signing this
Agreement. • I / .
11, COM LETE.A REEMENT:
This Agreement embodios the entire Agreement between the parties hereto and cannot be varied
or terminated except by the written agreemeait ofthe parties. The City acknowledges the terms
of this agreement have been adopted pin-suaat to Texas Local ' Government Code.
Section 380.001. If any provision ofthis Agreemeait is illegal, invalid; or unenforceable, then the
remainder of this Agreement shall not be affected, and, there shall be added as a part of this
Agreement a provision as similar in, terms to such illegal, invalid, or unenforceable provision as
may be possible and be legal, valid, and enforceable, '
n. COUNTERfARTS.
This Agreement may be separately executed in any number of counteiparts and by the different
l parties hereto in separate counterparts, each of which when so executed shall be deemed to
constitute one and the same agreement.
IN WIXISIESS WHEREOF, the City and Developerhave executedthisAgreementto be.effeetive
as ofthe Effective Date.
AINKA96 OWITVE:
Al- I Wi�,
By:
Name: DonW. Collins
Title; Managing Venturer
CITY OF ANNA, TEXAS
NA:f?^eira.e!th Pelhoun
Mayor
010132,00063:759307.07
EXHIBIT A
Property Illustration
ExhibitA-Page 1
010132,00069:758307.07
EXHIBITS
Properly Descriptions
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ExhibitB-Page 1
010132.000691758307,07
EXHIBIT C
Public Improvements
ew-A
Exhibit C -Page I
010132.00069:738307.07
EXHIBIT D
On -Site Roads
s
Exhibit D -Paget
010132.00069:758307.07
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