HomeMy WebLinkAboutRes 2022-12-1335 NexMetro-SWBC Anna, Dev AgreementCITY OF ANNA, TEXAS
RESOLUTION NO. 20' .�2 — j;� — 1336
A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A DEVELOPMENT
AGREEMENT WITH CAALMS GROUP, LLC RELATING TO DEVELOPMENT AND
DESIGN REGULATIONS FOR MULTIPLE -FAMILY RESIDENCE AND COMMERCIAL
DEVELOPMENT LOCATED ON THE EAST SIDE OF U.S. HIGHWAY 75, 1,200± FEET
SOUTH OF W. WHITE STREET.
WHEREAS, Caalms Group, LLC is the Property Owners of real estate generally located on
the east side of U.S. Highway 75, 1,200±feet south of W. White Street; and
WHEREAS, Property Owners desire to rezone the subject property to allow multiple -family
residential and commercial uses; and
WHEREAS, Property Owners have agreed to development and design regulations should
the City approve rezoning the property.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval
The City Council hereby approves the Development Agreement with Caalms Group, LLC.,
attached hereto as Exhibit A, and ratifies and approves the City Manager's execution of
the same. The City Manager is hereby authorized to execute all documents and take all
other actions necessary to finalize, act under and enforce the Agreement.
PASSED by the City Council of the City of Anna, Texas, on this 13th day of December
2022.
ATTESTED:
Carrie L. Land, City
1913
Mayor
After Recording Return to:
City of Anna
120 W 71h St, Anna, Tx 75409
DEVELOPMENT AGREEMENT ---
This Development Agreement (this "Agreement") is entered effective as of
12A %3 �a;-), ("Effective Date") between and among the City of Anna, Texas, a
Texas home -rule municipality ("Ci,�t ") and Caalms Group, LLC a Texas limited liability
company ("Owner"). The City and Owner are sometimes referred to herein individually as a
"Party" and collectively as the "Parties".
RECITALS
WHEREAS, the Property, as described in Exhibit 1 and depicted on Exhibit 2 (the "Property") is
subject to City Regulations, including without limitation the City's zoning regulations; and,
WHEREAS, the current zoning classification of the Property is Planned Development (PD) (the
"Original Zoning Classification"); and,
WHEREAS, the Owner has applied to amend the Planned Development zoning to allow for MF-
1 Multiple -Family Residential — Medium Density (MF-1), MF-2 Multiple -Family Residential — High
Density (MF-2), and C-2 General Commercial District (C-2) with modified development standards
as an additional land use. (the "Zoning Change"); and,
WHEREAS, Owner has contracted to sell the MF-1 and MF-2 parcels (the VF Parcels") to
NexMetro Acquisitions, LLC and/or its assigns and HighPark Capital, LLC and/or its assigns
(collectively "Purchaser"), respectively (the "Sale Transactions"); and
WHEREAS, the City's Planning & Zoning Commission and City Council have given the requisite
notices by publication and otherwise and have scheduled public hearings with respect to the
rezoning of the Property as required by law; and,
WHEREAS, in the event that the Property is rezoned, the City and Owner desire to enter into a
development agreement to (a) establish development and design regulations to ensure that future
multiple -family residence development is appropriate for the area and fits in well with adjacent
properties and (b) set forth the terms for the construction of the Onsite Roadway Improvements
and Offsite Roadway Improvements (as hereinafter defined) and the Water Main Improvements
(as hereinafter defined) and the reimbursement of certain cost and expenses thereof; and,
WHEREAS, it is the Parties' mutual intent that this agreement shall govern only the subject matter
specifically set forth herein and shall supersede City Regulations only to the extent that any such
City Regulations directly conflict with the terms of this Agreement; and,
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NOW, THEREFORE, in consideration of the above recitals and the mutual consideration as
reflected in the covenants, duties and obligations contained herein, the sufficiency of which is
hereby acknowledged, the Parties hereto agree as follows, effective as of the Effective Date:
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. DEVELOPMENT STANDARDS I BUILDING MATERIALS.
A. Development and use of the Property, including, without limitation, the construction,
installation, maintenance, repair, and replacement of all buildings and all other
improvements and facilities of any kind whatsoever on and within the Property, shall be in
compliance with City Regulations unless expressly stated to the contrary in this Agreement.
City Regulations shall apply to the development and use of the Property unless expressly
set forth to the contrary in this Agreement. It is expressly understood and the Parties agree
that City Regulations applicable to the Property and its use and development are comprised
of the City Code provisions, ordinances, design standards, uniform codes, zoning
regulations affected by this Agreement and in each case in effect as of the Effective Date,
and other policies duly adopted by the City as of the Effective Date, including without
limitation any such regulations or requirements that were affected by the passage of Texas
H.B. 2439, 86(R), codified as Chapter 3000 of the Texas Government Code ("Materials
and Methods Regulations"), which are collectively incorporated herein as if set forth in full
for all purposes; provided,_however, to the extent of any conflict between the requirements
of Materials and Methods Regulations and the requirements of this Agreement, this
Agreement shall control. For purposes of this Agreement, "City Regulations" mean the
City's applicable development regulations in effect on the Effective Date, including without
limitation City Code provisions, ordinances (including, without limitation, all development
fees), design standards, and other policies duly adopted by the City, in each case in effect
on the Effective Date; provided, however, that as it relates to public infrastructure for any
given phase of any project to be constructed on the Property, the applicable construction
standards (including, without limitation, uniform building codes) shall be those that the City
has duly adopted at the time of the filing of an application for a preliminary plat for that phase
unless construction has not commenced within two years of approval of such preliminary
plat in which case the construction standards shall be those that the City has duly adopted
at the time that construction commences.
B. With respect to all structures/development within the PD Zoning District, Owner agrees to
comply with all City Regulations and with the masonry material requirements and all other
requirements of the Anna City Code of Ordinances, Article 9.04 Zoning Ordinance, Section
9.04.034 Supplementary District Regulations, Subsection (e) Architectural Design
Standards in effect as of the Effective Date, which are incorporated herein as if set forth in
full for all purposes, and with the following standards (in the event of any conflict, the
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following listed standards shall govern). Notwithstanding the foregoing, a Subsequent
Owner upon a Closing (as hereinafter defined) must agree in writing to assume Owner's
responsibilities set forth herein. For purposes of this Agreement the term "Subsequent
Owner" means any person or entity that acquires all or any part of the Property from Owner
or Owner's successor in title to the Property or any part thereof. A party shall constitute a
Subsequent Owner hereunder only during such time as such party owns fee simple title to
all or a portion of the Property.
Sinale-Unit and Two -Unit Multiple -Family Residence Buildings
A. Except as noted below, the exterior walls (excluding windows and doors) on the front
elevation of any structure shall be 80 percent masonry. The total cumulative surface area
of the remaining exterior walls (excluding windows and doors) shall be 60 percent masonry.
Each structure shall be deemed to have only one front elevation.
B. Intentionally Omitted.
C. A maximum of 10 percent of any exposed exterior wall may consist of exterior insulation
and finish system (EIFS).
D. Second floor Dutch gable roof elements are not required to be masonry.
E. Roofing materials of a structure may only consist of architectural asphalt shingles (including
laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced
row roofing, slate and slate -type shingles, or an equivalent or better product as compared
with said materials. Should architectural shingles be used as roofing material, said shingles
shall be accompanied with a minimum 25-year warranty. Under no circumstance shall
three -tab shingles be used as roofing material.
F. Roofs:
i. Except for porch roofs and shed roofs, pitched roofs shall have a minimum slope of
6" x 12" (six inches vertical rise for every 12 inches horizontal run) and shall have
an overhang at least 1' (one foot) beyond the building wall; however, the overhang
shall not encroach into a setback more than one foot. Porch roofs and shed roofs
must have a minimum pitch of 4" x 12".
ii. Roofing materials of any structure may only consist of architectural asphalt shingles
(including laminated dimensional shingles), clay and concrete tile, metal shingles,
mineral -surfaced row roofing, slate and slate -type shingles, or better product as
compared with said materials. Should architectural shingles be used as roofing
material, said shingles shall be accompanied with a minimum 25-year warranty.
Under no circumstance shall three -tab shingles be used as roofing material.
G. Building articulation: At least four (4) facade articulation techniques are required on each
unit to add architectural variety and interest to a building. The following features shall be
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acceptable techniques of exterior articulation:
i. A base course or plinth course; banding, moldings, or stringcourses; quoins; oriels;
cornices; arches; brackets; keystones; dormers; louvers as part of the exterior wall
construction. (Quoins and banding shall wrap around the corners of the structure for
at least two feet.).
ii. Balconies.
iii. Bay windows.
iv. Masonry chimney(s).
V. Double -entry door(s).
vi. Covered Entry(ies)
vii. The use of both stone and brick on the front elevations with a minimum of ten
percent coverage of one of the elements.
viii. Front porch of at least 50 square feet.
ix. The installation of at least two (2) coach lights.
x. Other techniques for building articulation can be substituted if administratively
approved by the administrative official.
A Notwithstanding anything herein to the apparent contrary, the elevations in Exhibit
4 attached hereto are approved by the City and any and all structures constructed
in accordance with such elevations shall be deemed to satisfy all applicable
requirements of this Section 2 as relates to the materials and other features of said
elevations.
H. Fenestration:
i. Windowless exterior walls that face a travel way or other similar highly visible areas
are prohibited. On two-story structures, windows are required on the first and
second story facing a travel way.
ii. Windows shall be in harmony with and proportionate to the rest of the structure.
iii. The use of reflective glass on residential structures is prohibited. Reflective glass
will be defined as having a visible light reflectance rating of 15% or greater.
Multiple -Family Residence Buildings
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A. Except as noted below, the exterior walls (excluding windows and doors) on the front
elevation of any structure shall be 80 percent masonry. The total cumulative surface area
of the remaining exterior walls (excluding windows and doors) shall be 60 percent
masonry. Each structure shall be deemed to have only one front elevation.
B. Roofing materials of a structure may only consist of architectural asphalt shingles (including
laminated dimensional shingles), clay and concrete tile, metal shingles, mineral -surfaced
row roofing or standing seam metal, slate and slate -type shingles, or an equivalent or better
product as compared with said materials. Should architectural shingles be used as roofing
material, said shingles shall be accompanied with a minimum 25-year warranty. Under no
circumstance shall three -tab shingles be used as roofing material.
C. Accessory buildings shall use similar building and roofing materials as those used
on the primary buildings.
D. Two or more distinct building models shall be designed for projects with more than four
primary buildings.
E. A covered entry area shall be designed at the main entry to each building.
F. A minimum of 75% of all units must have one of the following design features: a true
balcony, stoop, or patio to create outdoor living space.
G. No building fagade may exceed a length of 75 feet without a break in the fagade of a
minimum depth of two (2) feet for a minimum length of ten (10) feet.
H. Four architectural design features are required on facades facing public streets, parking
and common areas. Acceptable architectural design features may include but are not
limited to:
1) Articulation of building fagade
2) Extensions to the building through bay or box windows, and other similar features
projecting out from the fagade
3) A horizontal change in building materials between stories of a building
4) Variation in building materials between vertical intervals
5) Variations in window placement
6) Architectural features such as shutters, awnings, dormers, chimneys, decorative
moldings or ornamental details
7) Roof height, pitch, ridgelines and materials shall be varied to create visual interest
and avoid repetition.
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Nonresidential Buildings (C-2 Zoning District)
A. The exterior walls that are visible to U.S. Highway 75 (excluding doors, door frames,
windows, and window frames) shall use only stone, brick, and/or split face concrete
masonry units in the construction of the exterior facade.
B. At least 75 percent of exterior fagades that are visible to the public (excluding doors, door
frames, windows, and window frames) are required to be brick or rock veneer.
C. At least 60 percent of exterior fagades not visible to the public (excluding doors, door
frames, windows, and window frames) are required to be brick or rock veneer.
D. A maximum of 10 percent of any exposed exterior wall may consist of EIFS.
E. Where the function of an individual business, or the recognized identity of a brand
dictates a specific style, image, or building material associated with that company, the
masonry provision may be modified; however, the development shall maintain harmony
in terms of overall project design and appearance, and such design shall be subject to
approval by the City Council.
SECTION 3. NOTICES AND PAYMENTS.
Any and all notices required or permitted to be given by either of the Parties hereto must be in
writing and will be deemed delivered upon personal service, if hand -delivered, or when mailed in
the United States mail, certified, return receipt requested, addressed as follows:
To City: City Manager City of Anna
120 W. 7t" Street
Anna, Texas 75409
To Property Owner: Caalms Group, LLC
2416 Lismore Lane
Irving, TX 75063
Attn: Srikanth Routhu
With a copy to: Dennis M. Holmgren
Holmgren Johnson; Mitchell Madden, LLP
12801 North Central Expressway, Suite 140
Dallas, Texas 75243
In addition, copies of any and all notices required or permitted to be given hereunder shall be given
to each Subsequent Owner at such Subsequent Owner's address for such Subsequent Owner
designated in a written notice given by such Subsequent Owner pursuant to this Section 3 to the
City and the other parties required or permitted to receive written notices hereunder.
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SECTION 4. DEADLINES, MODIFICATIONS OR TERMINATION.
A. This Agreement may only be modified and/or terminated as follows: (a) modified,
amended or terminated by mutual written agreement of the City and Owner or, after a
Closing (as hereinafter defined), each then -current owner of fee simple title to the
Property; and/or (b) terminated unilaterally by City upon the breach of any material term
or condition hereunder by Owner or any Subsequent Owner by providing written notice
thereof to Owner or such Subsequent Owner, if applicable, after the expiration of all
Notice and Cure Rights pursuant to Section 6 hereof, provided that the City may only
terminate this Agreement as to the applicable Defaulting Owner and not as to any other
party and not as to any portion of the Property owned by any such other party.
Notwithstanding the foregoing or any other provision of this Agreement, this Agreement
shall terminate and be null and void if the City does not approve the Zoning Change on
or before the 13th day of December 2022. The Parties acknowledge and agree that the
rezoning of the Property is a legislative act and that this Agreement does not bind the City
Council to approve any proposed rezoning of the Property.
B. Solely with respect to the MF Parcels, Owner or any Subsequent Owner shall be obligated
under this Agreement to timely meet the following deadlines as and only to the extent
such deadlines apply to all or the portion of the Property then owned by Owner or such
Subsequent Owner, in each case subject to extension for Force Majeure pursuant to
Section 14 hereof and subject to the Notice and Cure Rights set forth in Section 6 hereof:
1. Within 120 days after City Council approval of the Zoning Change, Owner will have
submitted a preliminary plat and tree preservation plan for the Property.
2. Within 180 days after the City has approved the preliminary plat, Owner shall have
submitted a site plan, landscaping plan, lighting plan, final plat (showing
easements, fire lanes and utilities for the multiple -family residence development),
and civil plans.
3. A preconstruction meeting between Owner and City staff shall occur within 90 days
of final approval of the civil plans.
4. Site construction pursuant to final approved civil plans must commence within 120
days after the preconstruction meeting.
5. Owner must submit plans and specifications for the buildings and other
improvements not part of the civil plans (the "Building Plans") no later than 180
days after civil plans are approved by the City. After the last to occur of (a) approval
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of the Building Plans by the City, (b) completion of all construction pursuant to civil
plans, (c) acceptance of all civil construction and public improvements by the City,
and (d) recordation of the multiple -family residence development final replat,
Owner must submit an application for a building permit within 60 days thereafter
(including without limitation the payment of all fees due to the City as required to
develop the Property).
6. Recordation in the Official Records of Collin County, Texas of the multiple -family
residence development final plat must occur within 180 days of commencement of
site construction.
7. Vertical construction pursuant to the Building Plans for approved structures must
commence within 120 days after the later to occur of the recordation of the multi-
family residence final plat and obtaining a building permit.
8. All deadlines set forth in Section 5 hereof.
C. Not by way of limitation as to other material terms and conditions, the deadlines stated
above are material terms and conditions of this Agreement and any failure to meet any
of the deadlines above (each, a "Deadline Default'), subject to extension for Force
Majeure pursuant to Section 14 hereof and subject to the Notice and Cure Rights set forth
in Section 6 hereof, is a material default under this Agreement.
SECTION 5. ROADWAY AND WATER MAIN CONSTRUCTION; IMPACT FEE
REIMBURSEMENT.
A. Roadway Improvements. The Parties agree that Owner at its sole cost shall design,
construct and install that certain four -lane segment of Buddy Hayes Blvd on the Property
from the end of the existing concrete roadway adjacent to the north boundary line of the
Property to the southern boundary of the Property in the alignment shown on Exhibit 2
along with all necessary appurtenances and in compliance with City Regulations (the
"Onsite Roadway Improvements"). The Parties further agree that Owner at its sole cost
shall design, construct and install that certain four -lane segment of Buddy Hayes Blvd
from said northern boundary of the Property to the existing FM 455 (W. White Street)
along with all necessary appurtenances and in compliance with City Regulations (the
"Offsite Roadway Improvements"). Said Onsite Roadway Improvements and Offsite
Roadway Improvements are sometimes collectively referred to as "Roadway
Improvements'.
B. Roadway Improvements Deadlines. The design, construction, and installation of the
Onsite Roadway Improvements and Offsite Roadway Improvements shall be in all
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material respects in full accordance with City Regulations as set forth in this Agreement
and the civil construction plans that must be approved by the City in advance of
Commencement of Construction. Commencement of Construction of the Onsite
Roadway Improvements and Offsite Roadway Improvements shall occur on or before the
180th day after the City's approval of the civil construction plans for the Onsite Roadway
Improvements and Offsite Roadway Improvements and the issuance of the permit(s)
required for construction of said improvements. Completion of Construction of the Onsite
Roadway Improvements and Offsite Roadway Improvements must be completed on or
before the 360th day after Commencement of Construction. Notwithstanding the foregoing
or any other provision of this Agreement, if Commencement of Construction or
Completion of Construction of the Offsite Roadway Improvements does not timely occur
then the City may at its sole discretion —in addition to other any rights or remedies it may
choose to exercise —withhold the issuance of or revoke any building permits required for
vertical construction on any or all areas within the Property until Completion of
Construction of the Offsite Roadway Improvements occurs.
C. Water Main Improvements and Deadlines. The Parties agree that Owner shall at its sole
cost shall design, construct and install that certain 12-inch water main on the Property
from the end of the existing 12-inch water main adjacent to the north boundary line of the
Property to the southern boundary of the Property in the alignment shown on Exhibit 4
along with all necessary appurtenances (the "Water Main Improvements"). The design,
construction, and installation of the Water Main Improvements shall be in accordance
with City Regulations as set forth in this Agreement and the civil construction plans that
must be approved by the City in advance of Commencement of Construction.
Commencement of Construction of the Water Main Improvements shall occur on or
before the 180th day after the City's approval of the civil construction plans for the Water
Main Improvements and the issuance of the permit(s) required for construction of the
Water Main Improvements. Completion of Construction of the Water Main Improvements
must be completed on or before the 360th day after Commencement of Construction.
D. Impact Fee Reimbursement for Onsite Roadway Improvements and Water Main
Improvements. If Owner meets the deadlines set forth in Section 5.13 for Onsite Roadway
Improvements and Section S.C. for Water Main Improvements as relates to
Commencement of Construction and Completion of Construction of said improvements,
the City will pay to Owner all Roadway Impact Fees and Water Impact Fees it actually
collects from any property within the geographic area defined below as the "Onsite
Roadway and Water Main Impact Fee Reimbursement Area" up to an amount that is the
lesser of the Owner's actual cost of design and construction of the Onsite Roadway
Improvements and Water Main Improvements or the total amount actually collected from
the Onsite Roadway and Water Main Impact Fee Reimbursement Area. Under no
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circumstances shall the City be required to reimburse Owner for Onsite Roadway
Improvements and Water Main Improvements from any funding source other than
Roadway Impact Fees and Water Impact Fees actually collected from properties within
the Onsite Roadway and Water Main Impact Fee Reimbursement Area. The City shall
establish an Onsite Roadway and Water Main Impact Fee Account and shall use the
funds in said accounts to make payments to the Owner under this paragraph and said
payments shall be made every three (3) months beginning three (3) months after the first
deposit into said account.
E. Impact Fee Reimbursement for Offsite Roadway Improvements. If Owner meets the
deadlines set forth in Section 5.13 for Offsite Roadway Improvements as relates to
Commencement of Construction and Completion of Construction of said improvements,
the City will pay to Owner all Roadway Impact Fees it actually collects from any property
within the geographic area defined below as the "Offsite Roadway Impact Fee
Reimbursement Area" up to an amount that is the lesser of the Owner's actual cost of
design and construction of the Offsite Roadway Improvements or the total amount
actually collected from the Offsite Roadway Impact Fee Reimbursement Area. Under no
circumstances shall the City be required to reimburse Owner for Offsite Roadway
Improvements from any funding source other than Roadway Impact Fees actually
collected from properties within the Offsite Roadway Impact Fee Reimbursement Area.
The City shall establish an Offsite Roadway Impact Fee Account and shall use the funds
in said account to make payments to the Owner under this paragraph and said payments
shall be made every three (3) months beginning three (3) months after the first deposit
into said account.
F. Definitions. For purposes of this Section 5, the following terms have the following
meanings:
1. "Commencement of Construction" means that Owner has entered the right of
way for the Roadway Improvements or easement for the Water Main
Improvements with construction equipment and begun grading of the Roadway
Improvements or trenching of the Water Main Improvements.
2. "Completion of Construction" means that the City has inspected and accepted
the Onsite Roadway Improvements, Offsite Roadway Improvements, and/or Water
Main Improvements, as applicable.
3. "Offsite Roadway Impact Fee Account" means an interest -bearing deposit
account maintained by the City pursuant to Section 395.024, Texas Local
Government Code, as amended into which the City shall deposit all Roadway
Impact Fees actually collected from properties within the Offsite Roadway Impact
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Fee Reimbursement Area.
4. "Offsite Roadway Impact Fee Reimbursement Area" means the real property
described and/or depicted in Exhibit 3B.
5. "Onsite Roadway and Water Main Impact Fee Account" means an interest -
bearing deposit account maintained by the City pursuant to Section 395.024,
Texas Local Government Code, as amended into which the City shall deposit all
Roadway Impact Fees and Water Impact Fees actually collected from properties
within the Onsite Roadway and Water Main Impact Fee Reimbursement Area.
6. "Onsite Roadway and Water Main Impact Fee Reimbursement Area" means
the real property described and/or depicted in Exhibits 3A
7. "Roadway Impact Fee" with respect to Offsite Roadway Improvements, means
the roadway impact fees assessed on property with new development in the Offsite
Roadway Impact Fee Reimbursement Area (Exhibit 3B) that are collected to fund
roadway capital improvements identified on the City's Capital Improvement Plan.
8. "Roadway Impact Fee" with respect to Onsite Roadway Improvements, means
the roadway impact fees assessed on property with new development in the Onsite
Roadway and Water Main Impact Fee Reimbursement Area (Exhibit 3A) that are
collected to fund roadway capital improvements identified on the City's Capital
Improvement Plan.
9. "Water Impact Fee" means the water impact fees assessed on property with new
development in the Onsite Roadway and Water Main Impact Fee Reimbursement
Area (Exhibit 3A) that are collected to fund water capital improvements identified
on the City's Capital Improvement Plan.
G. Payee Information. With respect to any and every type of payment/remittance due to be
paid at any time by the City to Owner after the Effective Date, the name and delivery
address of the payee for such payment shall be:
NexMetro Acquisitions, LLC
2221 Lakeside Blvd Suite 1210
Richardson, TX 75082
Attn: Josh Eadie
Owner may change the name of the payee and/or address set forth above by delivering
written notice to the City designating a new payee and/or address or through an
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assignment of Owner's rights hereunder.
H. Contract Award. Owner's engineers shall prepare, or cause the preparation of, and
provide all contract specifications and necessary related documents to the City before
awarding a contract for construction of any part of the Roadway Improvements.
I. Construction Standards and Inspection. The Roadway Improvements shall be
constructed and inspected —and all fees applicable to the Roadway Improvements shall
be paid by Owner —in accordance with applicable state law, City Regulations, the
applicable Bond Ordinance and other development requirements imposed by any other
governmental body or entity with jurisdiction over the Roadway Improvements, in each
case in effect as of the Effective Date.
J. Contract Letting. This Agreement and construction of the Roadway Improvements are
anticipated to be exempt from competitive bidding pursuant to Texas Local Government
Code Section 252.022(a)(11) based upon current cost estimates. However, in the event
that the actual costs for the Roadway Improvements do not meet the parameters for
exemption from the competitive bid requirement, then either competitive bids or
alternative delivery methods may be utilized by the City as allowed by law. The Parties
acknowledge that the construction contracts for the construction of Roadway
Improvements have not been awarded as of the Effective Date and contract prices have
not yet been determined. Before entering into any construction contract for the
construction of all or any part of the Roadway Improvements, the Parties agree as follows:
1. Owner's engineers shall prepare, or cause the preparation of, and submit to the
City all contract specifications and necessary related documents, including but not
limited to the proposed construction contract showing the negotiated total contract
price and scope of work.
2. Owner shall submit all such documents along with a written notice of intention to
let a construction contract at least 20 days in advance of the date that Owner
intends to execute such contract.
3. WITHIN 15 DAYS AFTER RECEIPT OF THE WRITTEN NOTICE AND
ASSOCIATED DOCUMENTS, THE CITY MANAGER MAY: (1) APPROVE THE
AMOUNT OF THE CONTRACT PRICE AND PROVIDE WRITTEN NOTICE TO
OWNER THAT OWNER MAY EXECUTE THE CONSTRUCTION CONTRACT
AND PROVIDE A COPY TO THE PID ADMINISTRATOR, WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED;
OR (II) REQUIRE THAT THE CONTRACT BE PROCURED THROUGH
COMPETITIVE BIDDING OR COMPETITIVE SEALED PROPOSALS
("COMPETITIVE PROCUREMENT$') SOLELY TO THE EXTENT THAT THE
ROADWAY IMPROVEMENTS FOR WHICH SUCH CONSTRUCTION
CONTRACT IS TO BE LET DO NOT MEET THE PARAMETERS FOR
EXEMPTION FROM THE COMPETITIVE BIDDING PURSUANT TO TEXAS
LOCAL GOVERNMENT CODE SECTION 252.022. IF THE CITY FAILS TO
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NOTIFY OWNER WITHIN SUCH 15-DAY PERIOD, THE CITY SHALL BE
DEEMED TO HAVE APPROVED THE CONTRACT PRICE AND AUTHORIZED
OWNER TO EXECUTE THE CONSTRUCTION CONTRACT; PROVIDED,
HOWEVER, NO SUCH CONTRACT SHALL BE DEEMED TO BE APPROVED
AND OWNER SHALL NOT BE DEEMED TO BE AUTHORIZED TO EXECUTE
SUCH CONTRACT UNLESS OWNER SUBMITS THE WRITTEN NOTICE AND
ASSOCIATED DOCUMENTS WITH A WRITTEN STATEMENT PROMINENTLY
DISPLAYED ON THE FIRST PAGE OF THE NOTICE IN BOLD -FACE,
UNDERLINE, CAPITALIZED TEXT IN AT LEAST 12-POINT SIZE FONT
READING AS FOLLOWS: "WARNING: IF THE CITY FAILS TO RESPOND TO
THIS NOTICE WITHIN FIFTEEN (15) DAYS IN ACCORDANCE WITH SECTION
5.G.3 OF THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF ANNA
AND CAALMS GROUP, LLC, EFFECTIVE ON OR ABOUT , 2022,
AS AMENDED, THE SUBMITTED PROPOSED CONTRACT(S) SHALL BE
DEEMED TO BE APPROVED BY THE CITY AND OWNER SHALL BE DEEMED
TO BE AUTHORIZED TO EXECUTE THE PROPOSED CONTRACT(S)."
4. Competitive Bids/Proposals. In order to require Competitive Procurement, the City
must provide Owner with written notice of said requirement within 15 days of
delivery to the City of the written notice required under Section 5.G.3., above. If
the City Manager requires Competitive Procurement, then Owner must: (i)
advertise for and award the contract in the same manner set forth for competitive
sealed bids or competitive sealed proposals Local Government Code Chapter 252
as if the City were pursuing a public improvement contract subject to said Chapter
252 as approved by the City Manager; and (ii) supply the City with true and
complete copies of all notices of bid/proposal requests and all bids/proposals
subsequently received.
5. Ownership. All of the Roadway Improvements shall be owned by the City upon
acceptance of them by the City. Owner agrees to take any action reasonably
required by the City to transfer or otherwise dedicate or ensure the dedication of
easements or property for the Roadway Improvements to the City and the public.
6. Operation and Maintenance. Upon inspection, approval, and acceptance of the
Roadway Improvements, the City shall maintain and operate the accepted
Roadway Improvements.
7. Intentionally Omitted.
8. Maintenance Bonds. Owner shall execute or cause to be executed a valid
maintenance bond in accordance with applicable City Regulations that guarantees
the costs of any repairs which may become necessary to any part of the
construction work performed in connection with the Roadway Improvements,
arising from defective workmanship or materials used therein, for a full period of
two years from the date of final acceptance of the Roadway Improvements.
131Page
9. Inspections, Acceptance of Public Infrastructure, and Owner's Remedy. The City
shall inspect, as required by City Regulations, the construction of the Roadway
Improvements. The City's inspections/acceptance shall not release Owner from its
responsibility to construct or ensure the construction of the Roadway
Improvements in accordance with approved engineering plans, construction plans,
and other approved plans related to development of the Property. Owner's sole
remedy for nonperformance of this Agreement by the City shall be to seek specific
performance and cost reimbursements pursuant to the terms of this Agreement.
10. 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 applicable City Regulations shall
not constitute or be deemed to be a release of the responsibility and liability of
Owner, its engineers, 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 or Owner's
engineers, or their respective officers, agents, servants or employees, it being the
intent of the Parties that approval by the City's Director of Public Works or his/her
designee signifies approval on only the general design concept of the
improvements to be constructed.
11. Insurance. Owner or its contractor(s) shall acquire and maintain, during the period
of time when any of the Roadway Improvements is under construction (and until
the full and final completion of the Roadway 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 typically
covered under a workers compensation insurance or general liability insurance
policy which might arise out of the Roadway Improvements construction contracts,
whether by Owner, a contractor, subcontractor, material man, or otherwise.
Coverage must be on a "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 the Roadway Improvements 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.
141 Page
12.INDEMNIFICATION and HOLD HARMLESS. OWNER, INCLUDING ITS
RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND
AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE
CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES,
SERVANTS AND EMPLOYEES (COLLECTIVELY, THE "RELEASED
PARTIES"), FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS,
JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY OR ANY OF
THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING
WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED
EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER
COSTS, ARISING OUT OF THE NEGLIGENCE OR WILLFUL CONDUCT OF
OWNER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS,
IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF THE
ROADWAY IMPROVEMENTS AGREEMENT (TOGETHER, "CLAIMS"); AND IT
IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS
MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN
CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS
PARAGRAPH. OWNER SHALL NOT, HOWEVER, BE REQUIRED TO
INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE
NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL CONDUCT. IF THE CITY
INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE
OF OWNER AND THE CITY, OWNER'S INDEMNITY OBLIGATION WILL BE
LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO OWNER'S
OWN PERCENTAGE OF RESPONSIBILITY. OWNER, INCLUDING ITS
RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND
AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE
CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN
OWNERSHIP INTEREST IN THE PROPERTY OR PORTION THEREOF OWNED
BY THE INDEMNIFYING PARTY WHO HAS NOT SIGNED THIS AGREEMENT
IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION
WITH: (1) THE CITY'S RELIANCE UPON OWNER'S REPRESENTATIONS IN
THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE
PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF
DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE
PROPERTY.
13. Status of Parties. At no time shall the City have any control over or
charge/supervision of Owner's design, construction, installation or other work
related to any of the Roadway Improvements, nor the means, methods,
techniques, sequences, or procedures utilized for said design, construction,
installation or other work. This Agreement does not create a joint enterprise or
venture or employment relationship between the City and Owner.
14. Eminent Domain. Owner agrees to use commercially reasonable efforts to obtain
all third -party rights -of -way, consents, or easements, if any, required for the
151Page
Roadway 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") actually incurred
by the City in the exercise of its eminent domain powers that for any reason and
shall escrow with a mutually agreed upon escrow agent the City's reasonably
estimated Eminent Domain Fees both in advance of the initiation 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
Roadway Improvements can be constructed as soon as reasonably practicable. If
the City's Eminent Domain Fees exceed the amount of funds escrowed in
accordance with this paragraph, 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 within thirty (30) days
after any condemnation award or settlement becomes final and non -appealable.
Nothing in this section 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.
SECTION 6. DEFAULT.
If Owner, its heirs, successors or assigns or any Subsequent Owner of the Property or any part
thereof fails to comply with any of the material terms and conditions included in this Agreement as
any such term or condition applies to the portion of the Property then owned by Owner or such
Subsequent Owner, as applicable (such defaulting Owner or Subsequent Owner, as applicable,
referenced herein as "Defaulting Owner"), the City will have the following non-exclusive and
cumulative remedies, each of which remedies may only be exercised by the City against the
applicable Defaulting Owner and/or the portion of the Property owned by such Defaulting Owner
(and not against any other Owner, Subsequent Owner or other portion of the Property):
A. Withholding of utilities or withholding or revocation of permits and other approvals
required for development and use of the portion of the Property that is the subject of the
default (but no other portions of the Property) including without limitation building permits
and certificates of occupancy.
B. The Defaulting Owner shall be liable to pay to the City the sum of $2,000 for each failure
to materially comply with the development standards set forth of this Agreement. The
Defaulting Owner shall be liable to pay the City said $2,000 sum per day for each day
that such failure to comply occurs. The sums of money to be paid for such failure(s) is
not to be considered as a penalty, but shall be deemed, taken and treated as reasonable
161 Page
liquidated damages that accrue per day that such a failure shall exist or occur. The said
amounts are fixed and agreed upon by the Parties because of the impracticability and
extreme difficulty of fixing and ascertaining the actual damages the City in such event
would sustain; and said amounts are agreed to be the amounts of damages which the
City would sustain. In the event of a breach that is not timely cured as set forth below,
the sum of liquidated damages shall be calculated to include each and every day of the
occurrence of the breach beginning on the date that the City first provided written notice
of such breach under this paragraph and the City shall not be required to provide any
subsequent written notices as to subsequent dates or times during which such breach is
repeated or continues to occur.
C. The City may withhold and retain and/or expend any remaining Roadway Impact Fees
(allocable to the Defaulting Owner or the portion of the Property owned by such
Defaulting Owner) for any lawful purpose.
D. The non -defaulting Party will additionally have any and all remedies available to it at
equity or in law.
Notwithstanding the foregoing: (a) City may not exercise any rights or remedies against a
Defaulting Owner or any portion of the Property owned by such Defaulting Owner for a breach
of any term or condition of this Agreement unless there is a breach of any material term or
condition of this Agreement by such Defaulting Owner applicable to portion of the Property
owned by such Defaulting Party and such breach remains uncured after forty-five (45) calendar
days following receipt of written notice from the City to such Defaulting Owner provided in
accordance with this Agreement describing said breach in reasonable detail (or, if the cure of
the breach has diligently and continuously been undertaken but reasonably requires more than
forty-five (45) calendar days to cure, then such additional amount of time as is reasonably
necessary to effect the cure, as determined by both the City and such Defaulting Party mutually
and in good faith but in no event shall such additional period exceed 120 days unless agreed to
in writing by such parties); and (b) any notice of a default or breach provided by the City
hereunder to a Defaulting Owner must be concurrently provided to each other owner of the
Property (if any), and each such other owner shall have the right (but not the obligation) to cure
the default or breach of the Defaulting Owner within thirty days (30) after the failure of the
Defaulting Party to cure such default or breach by the deadline set forth above, and the City shall
not exercise any rights or remedies hereunder unless such default or breach remains uncured
after the expiration of such thirty (30)-day period. The notice and cure rights set forth in this
paragraph are collectively referred to herein as the "Notice and Cure Rights".
SECTION 7. BINDING ON SUCCESSORS, AGREEMENT RUNS WITH THE LAND.
This Agreement will be binding upon and inure to the benefit of the Parties' respective
171Page
successors, assigns and personal representatives. This Agreement runs with the land and is
binding on all subsequent owners of the Property or any portions thereof. This section shall be
construed liberally to ensure the Parties' intent that this Agreement shall be enforceable
regardless of any change of ownership of or interest in the Property. Notwithstanding anything
to the contrary in this Section 7 or elsewhere in this Agreement, if the Owner or a Subsequent
Owner (the "Transferor") conveys, assigns, or transfers its entire interest in the Property or a
part thereof (the "transferred Property") to a Subsequent Owner (the "Transferee") who
assumes Transferor's obligations under this Agreement with respect to the transferred Property,
the Transferor shall be automatically released from its obligations under this Agreement relating
to the transferred Property subsequent to the date of transfer. Notwithstanding anything herein
to the apparent contrary, by any Transferee's acceptance of a deed from any Transferor
conveying title to such Transferee of any portion of the Property, as of the date of such deed
such Transferee shall be deemed hereunder to have acknowledged and agreed in writing to
assume such Transferor's obligations, liabilities and indemnifications hereunder (subject to the
provisions of this Agreement) with respect to such portion of the Property without any further
action by such Transferee.
SECTION 8. RECORDATION.
This document, including all Exhibits, may be recorded in the Official Records of Collin County,
Texas.
SECTION 9. ENTIRE AGREEMENT.
This Agreement is the entire agreement of the Parties regarding the subject matter hereto.
SECTION 10. RECITALS AND EXHIBITS.
The recitals herein and exhibits attached hereto are hereby incorporated by reference.
SECTION 11. AUTHORITY.
Owner represents and warrants to the City that the Owner owns the Property and that this
Agreement is binding and enforceable on the Property. Owner may sell the Property or a part
thereof to a person or entity (the "Closing") prior to commencement of site construction on the
property sold, and in such event the Subsequent Owner shall be required to acknowledge and
assume all obligations, liabilities and indemnifications under this Agreement.
SECTION 12. INVALID PROVISIONS.
If any provision of this Agreement is held not valid, such provision will be deemed to be excised
181 Page
there from and the invalidity thereof will not affect any of the other provisions contained herein.
SECTION 13. ESTOPPEL.
On or before 30 days after receipt of a written request from an owner of the Property that
desires to transfer its interest in the Property or borrow money secured by a mortgage or deed
of trust against the Property or a prospective transferee of an owner's interest or an existing
or prospective mortgagee, the City will execute and deliver an estoppel certificate stating that,
to the best of the City's knowledge: (i) the transferring or borrowing owner is not in default
under this Agreement; and (ii) this Agreement is in full force and effect and whether there are
any amendments thereto. Any failure by the City to execute and deliver an estoppel certificate
within 30 days after receipt of a written request from an owner of the Property shall be deemed
to be a certification by the City that: (i) the transferring or borrowing owner is not in default
under this Agreement; and (ii) this Agreement is in full force and effect and that there are no
amendments thereto except as disclosed by such owner.
SECTION 14. FORCE MAJEURE.
Whenever a period of time is prescribed in this Agreement for a Party (the "Acting Party") to take
an action (other than a payment obligation), the Acting Party will not be liable or responsible for,
and there will be excluded from the computation of any such time period, the period of time (the
"Force Majeure Period") of delays caused by strikes, riots, acts of God, pandemic, enemy action,
shortages of labor or materials, war, acts of terrorism, flood, fire, explosion, unavoidable casualty,
or any other causes that are beyond the reasonable control of the Acting Party or any of its
employees, agents, or contractors, but not any economic hardship, changes in market conditions,
and insufficiency of funds ("Force Majeure"). However, a date will only be extended by a Force
Majeure Period if the Acting Party gives notice to the other Party of the occurrence or
commencement of the event that constitutes Force Majeure within 30 days after the Acting Party
knows of the existence or commencement of such event, and claims (in such notice) that such
event constitutes Force Majeure. A Party that has claimed the right to temporarily suspend its
performance under this section shall provide written reports to the other Party at least once every
week detailing: (i) the extent to which the force majeure event or circumstance continue to prevent
the Party's performance; (ii) all of the measures being employed to regain the ability to perform;
and (iii) the projected date upon which the Party will be able to resume performance, which
projected date the Parties agree and acknowledge is only an estimate and not a binding
commitment by the Party claiming force majeure.
SECTION 16. EFFECTIVE DATE; CONDITION PRECEDENT.
This Agreement will be effective upon the Effective Date first stated herein. The closing of
the Sale Transactions shall be a condition precedent to the effectiveness of this Agreement
and this Agreement shall be effective upon the closing of the Sale Transactions.
191Page
[signature page follows]
201 Page
CITY OF ANNA
M
Proce, City Manager
IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF COLLIN
Before me, the undersigned notary public, on the q day of,]ar1
known to me (or proved to me) to be the person whose name is
instrument, and acknowledged to me that he executed the same in
of the City of Anna, Texas.
202/ appeared Jim Proce,
subscribed to the foregoing
his capacity as City Manager
—�
ti,Ar roe., JEOVANNA RUBIO
4nNotary Public, State of Texas
Q;; TPIIB I , S as eT�oxd3 ?" : .- Comm. Expires ID-03.2026
Notary ID 133995676
[Caalms Group, LLC,
, a Texas limited liability company]
By: dZA • f�l�
Srikanth Routhu, Managing Member
Colllh
IN WITNESS WHEREOF: STATE OF TEXAS COUNTY OF 6&EtAS
Before me, the undersigned notary public, on the Mari day ofty
byr2022, appeared [Srikanth
Routhu, Managing Member of Caalms Group, LLC, a Texas limited liability company], 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/she executed the same in his/her capacity as provided herein.
State
p'trY•"I1lp=_ ALYSEN COLES
My Nobry 0 # 124180528
`••'E1PYw Fdnary 15, 2027
of
Texas
F' `1
ZI
EXHIBIT 1
PROPERTY DESCRIPTION
[Follows This Cover Page]
LEGAL DESCRIPTION - OVERALL
BEING a parcel of land situated in the City of Anna, Collin County, Texas, out of the Thomas Rattan
Survey, Abstract No. 782, being all of that called 64.847 acre parcel of land described by Special
Warranty Deed with Vendor's Lien to Caalms Group, LLC, as recorded by County Clerk's File No.
20180904001111350, as affected by that Statutory Correction Affidavit recorded by County Clerk's File
No. 20180906001124710, both of the Official Public Records, Collin County, Texas, and being more
particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found for the southwest corner of said 64.847 acre parcel and the
northwest corner of the remainder of that called 67.53 acre parcel of land (called "The Coffman Place")
described by Special Warranty Deed to MJLA Adams, Ltd., as recorded by County Clerk's File No.
20110505000462590, Official Public Records, Collin County, Texas, the same lying in the east right-of-
way line of United States Highway No. 75 (US-75; a variable width public right-of-way);
THENCE along said east right-of-way line as follows:
North 07 degrees 37 minutes 29 seconds East, a distance of 175.48 feet to a point for corner from which
a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 48
degrees 36 minutes 52 seconds West, a distance of 0.25 feet;
North 00 degrees 29 minutes 59 seconds East, a distance of 201.56 feet to a point for corner from which
a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears South 55
degrees 10 minutes 10 seconds West, a distance of 0.30 feet;
North 07 degrees 37 minutes 29 seconds East, a distance of 600.00 feet to a point for corner from which
a 4" brass disc found stamped "TEXAS DEPARTMENT OF TRANSPORTATION R.O.W." bears North 80
degrees 21 minutes 21 seconds West, a distance of 0.52 feet;
North 05 degrees 54 minutes 23 seconds East, a distance of 100.05 feet to a 5/8 inch iron rod with red
plastic cap stamped "SCI" set;
North 07 degrees 37 minutes 29 seconds East, a distance of 534.76 feet to a point for the northwest
corner of said 64.847 acre parcel and the southwest corner of that called 0.10 acre parcel of land
described by General Warranty Deed to Anna 31 Retail, LP, as recorded by County Clerk's File No.
20151123001472990, Official Public Records, Collin County, Texas, same being the southwest corner of
Lot 3, Block A, Anna Retail Addition, an addition to the City of Anna, Collin County, Texas, according to
the Final Replat thereof recorded by Volume 2022, Page 158, Map Records, Collin County, Texas;
THENCE, departing said east right-of-way line and along the common line of said 64.847 acre parcel and
said Anna Retail Addition (replat), North 88 degrees 57 minutes 44 seconds East, at a distance of 91.60
feet pass a point from which a 5/8 inch iron rod with yellow plastic cap stamped "DC&A" found for the
southeast corner of said 0.10 acre parcel bears South 01 degrees 02 minutes 16 seconds East, a
distance of 0.60 feet, and continuing for a total distance of 1635.70 feet to a 5/8 inch iron rod at broken
fence corner post found for the common corner of said 64.847 acre parcel and said replat, said point also
being an angle break in the west line of that called 50.769 acre parcel of land described by Warranty
Deed with Vendor's Lien to Anna 51 Joint Venture, as recorded by County Clerk's File No.
20150120000064460, Official Public Records, Collin County, Texas;
THENCE, along the common line of said 64.847 acre parcel and said 50.769 acre parcel, South 01
degrees 56 minutes 16 seconds East, at a distance of 1395.16 feet pass a 5/8 inch iron rod with orange
plastic cap stamped "REFERENCE COR" set, and continuing for a total distance of 1495.16 feet to a
point in the approximate center of Throckmorton Creek;
THENCE along the approximate center of said creek as follows:
South 28 degrees 16 minutes 39 seconds West, a distance of 61.64 feet to a point for corner in the
approximate center of said creek;
South 25 degrees 56 minutes 04 seconds East, a distance of 58.94 feet to a point for corner in the
approximate center of said creek;
THENCE, departing said creek and along the south line of said 64.847 acre parcel, South 88 degrees 49
minutes 21 seconds West, at a distance of 150.00 feet pass a 5/8 inch iron rod with orange plastic cap
stamped "REFERENCE COR" set, and continuing for a total distance of 935.92 feet to a point for corner
from which a 5/8 inch iron rod found bears South 81 degrees 21 minutes 00 seconds West, a distance of
0.68 feet;
THENCE, continuing along said south line, South 89 degrees 18 minutes 21 seconds West, at a distance
of 394.95 feet pass the calculated point of intersection of the said south line and the north line of said
"The Coffman Tract", and continuing for a total distance of 760.79 feet to a point for corner from which a
1/2 inch iron rod found bears South 70 degrees 24 minutes 37 seconds West, a distance of 0.71 feet;
THENCE, continuing along the common line of said 64.847 acre parcel and said "The Coffman Tract",
North 89 degrees 46 minutes 11 seconds West, a distance of 172.01 feet to the POINT OF BEGINNING,
containing 2,824,691 square feet or 64.846 acres of land, more or less
EXHIBIT 2
CONCEPT PLAN
[Follows This Cover Page]
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EXHIBIT 3A
DESCRIPTION OF ONSITE ROADWAY AND WATER MAIN IMPACT FEE
REIMBURSEMENT AREA
[Follow This Cover Page]
EXHIBIT 3A Impact Fee Reimbursement Area
Roadway and Water Impact Fees collected by the City of Anna from Tract 6 (called 64.847 acres) and
Tract 14 (called 65.596 acres) out of the Thomas Ratton Survey, Abstract 782, Collin County, Texas,
shall be utilized by the City to reimburse the Developer up to the lesser of the total impact fees
collected from the Onsite Roadway and Water Main Impact Fee Reimbursement Area, or the approved
construction cost of the Onsite Roadway Improvements and Water Main Improvements.
4
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EXHIBIT 313
DESCRIPTION OF ALTERNATE ONSITE ROADWAY AND WATER MAIN IMPACT FEE
REIMBURSEMENT AREA
[Follow This Cover Page]
EXHIBIT 3B
Alternate Impact Fee Reimbursement Area
M
'Notes:
ALTERNATE
REIIVIBUR5EME
1. Alternate Impact Fee Reimbursement Area shall only be implemented if
Commencement of Construction of the Roadway Improvements does not occur
prior to the start of development of the NexMetro/SWBC Anna project by Owner
(Caalms Group LLC) on the called 64.847 tract.
2. Alternate Reimbursement Area includes the 64.847 Acre Subject Tract, plus the
properties known as Anna Retails Addition, Block A, Lots 3R& 8, and Block B,
Lot 1.
EXHIBIT 4
APPROVED ELEVATIONS
[Follow This Cover Page]
17
-A,,,LIMP-I
F�
IIIAIA.��III
Collin County
Honorable Stacey Kemp
Collin County Clerk
Instrument Number: 2023000003189
Recorded On: January 11, 2023 02:53 PM
Total Recording: $150.00
Real Property
AGREEMENT
Number of Pages: 33
" Examined and Charged as Follows: "
*****"***** THIS PAGE IS PART OF THE INSTRUMENT' "'
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information:
Document Number:
Receipt Number:
2023000003189
20230111000414
Recorded Date/Time: January 11, 2023 02:53 PM
User: Kacy M
Station: Station 8
Record and Return To:
CITY OF ANNA
120 W 7TH ST
ANNA TX 75409
STATE OF TEXAS
Collin County
I hereby certify that this Instrument was filed in the File Number sequence on the date/time
printed hereon, and was duly recorded in the Official Public Records of Collin County, Texas
Honorable Stacey Kemp
Collin County Clerk
Collin County, TX