HomeMy WebLinkAboutRes 2016-05-172 Anna Town Square SIA 5th Amendment (2)CITY OF ANNA, TEXAS RESOLUTION No.do \lo -05 -1112'. (Anna Town Square SIA 5th Amendment) 1/15 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE FIFTH AGREEMENT AMENDING THE SUBDIVISION IMPROVEMENT AGREEMENT FOR ANNA TOWN SQUARE WHEREAS, the City of Anna, Texas (the "City") and Anna Crossing Phase llA, Ltd., ("Owner"), desire to enter into a Fifth Agreement Amending the Subdivision Improvement Agreement for a 634 acre tract of land commonly referred to as Anna Town Square; and
WHEREAS, the City Council of the City of Anna, Texas ("City Council") finds that approval of
this Agreement will benefit the City and is in the best interests of the citizens of Anna;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Approval of Amendment.
The City Council of the City of Anna, Texas hereby approves the Fifth Agreement Amending
Subdivision Improvement Agreement attached hereto as Exhibit 1, and authorizes, ratifies
and approves the City Manager's execution of same. The City Manager is hereby
authorized to execute all documents and to take all other actions necessary to finalize, act
under, and enforce this Agreement.
CITY OF ANNA, TEXAS RESOLUTION No.cQbUo .. 05'~l1°' PAGE 1OF1
/
FIFTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT This Fifth Agreement Amending Subdivision Improvement Agreement (this "Fifth Amendment") is entered into between and among the City of Anna, Texas (the "City") and Anna Crossing AMC, Ltd., ("Payee") as follows: WHEREAS, Owner and Payee are sometimes collectively referenced in this Fifth Amendment as the "Parties"; and WHEREAS, on March 20, 2014, Parties previously entered into a Subdivision Improvement Agreement
("SIA") related to the Development of the Property; and
WHEREAS, on September 11, 2014, the Parties entered into a First Agreement Amending Subdivision
Improvement Agreement; and,
WHEREAS, on November 13, 2014, the Parties entered into a Second Agreement Amending Subdivision
Improvement Agreement; and,
WHEREAS, on April 22, 2015, the Parties entered into a Third Agreement Amending Subdivision
Improvement Agreement; and,
WHEREAS, on September 14, 2015, the Parties entered into a Fourth Agreement Amending Subdivision
Improvement Agreement; and,
WHEREAS, the City and Payee now desire to amend the SIA to address responsibility for certain
payments due to the North Collin Special Utility District; and
WHEREAS, the capitalized terms used in this Fifth Amendment are as defined in the SIA unless
expressly set forth to the contrary herein; and
WHEREAS, it is the Parties' mutual intent that this Fifth 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 Fifth Amendment; and
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 Fifth Amendment and said recitals constitute representations by Payee and the City.
FIFTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page I 1
SECTION 2 RESPONSIBILITY FOR CCN PAYMENTS Payee agrees to make payments to the City equal to $200 per acre for each acre that is: 1. Contained within each final plat located within the Property, and 2. Located within the North Collin Special Utility District CCN 11035 shown on Exhibit 1 attached to this Fifth Amendment. Said payments to City shall be made within sixty (60) days of City approval of a final plat. It is the Parties intent that the payments by Payee to the City described in this Fifth Amendment will be equal
to the payments required by the City under Section 2.09 of the Settlement Agreement attached hereto
as Exhibit 2.
SECTION 3 CONFLICTS AND EFFECTIVE DATE
To the extent of any conflict between this Fifth Amendment and the SIA, this Fifth Amendment shall
govern. The Effective Date of this Fifth Amendment is the date that the last of the Parties' signatures
to this Fifth Amendment is fully and properly affixed to this Fifth 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 Fifth Amendment and Payee has duly executed same.
[SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
FIFTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page I 2
PAYEE ANNA CROSSING AMC, LTD. By: ANNA CR~J Sl ~o/M(C.GP By: ~~ Richard M. Skorb IN WITNESS WHEREOF:
STATE OF TEXAS
COUNTY OF ;t:/:?MS
§
§
§
Before me, the undersigned notary public, on th .&,qay of . ~ , 2016, personally
appeared Richard M. Skorburg, known to me (or proved to me) tObeth ~rson whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his
capacity as President of Anna Crossing AMC GP Corporation, in its capacity as general partner for Anna
Crossing AMC, Ltd.
NANCY KAY WALTZ
Notary ID# 125880572
My Commission Expires
October 18, 2018
FIFTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page I 3
CITY OF ANNA STATE OF TEXAS n ~ l a •
COUNTY OF ~'-
§ §
§
Before me, the undersigned notary public, on the \~ day of i}\Q...u / , 2016, personally
appeared Philip Sanders, known to me (or proved to me) to be the perso ~whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City
Manager of the City of Anna, Texas.
Notary Public, State of Texas
,,,uu1111 ,--~~~~.' f'.".t;'-. CARRIE L. SMITH t'i~i"~ Notary Public. State of Texas -.."1.f~,-~$ My Commission Expires ~,,,;r,:~~;~~~,~ January 27. 2019
FIFTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT Page I 4
tl·••LE0Y ~>1v ·_
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Settlement Agreement fhe parties ('"Parties··) to this Settlement .-\gm.::ment are the Cities of \kKinney r·~fcKinney ··). \fdissa ('·\feli ss a··), ~md Anna ("A.nnci.') (collectively ··Cities"). and North Collin Water Supply Corporation ('·North Collin"). Recitals
l.01. The Parties are inrnlvcd in the following proceedings !10\V pending before the
State Office of Administrative Hearings c·SOAH''): SOAH Docht Nos. 582-02-1652. 582-03-
1820, 582-03-1821 , and 582-03-1824: TCEQ Docket Nos. 2001-1300-UCR. 2001-0813-UC R.
2002-1278-UCR, and 2002-1281-UCR; styled Applications of rhe Cities of.\JcKinney. :'v/dissa .
and Anna and ;vorth Collin iVuter Supplv C01poratio11 to Amend Water CCV Xos. l 0 J 9../.. I J -182.
l J9 .-:-6, 11035 and SeH'a CCV So. 20898 and of the City of JJelissa to Obtain a Sew er cc;v in
Collin County ('·SOAH Proceeding .. ).
1.02. In addition. Melissa. McKinney. and North Collin are parties to Civil Action No .
.+:02-CV-345; styled Ciry c?/J/elissa. Ti:xus . and City o(.\kKinney. Ti!xas v. North Collin Water
Supp(v Corporation and United States D eparrment of Agric ulture . ncnv pending in the Un ited
States District Court for the Eastern District of Texas (""Federal Civil Action").
1.03. The Parties acknowledge that the SOAH Proceeding and Federal Civil Action
listed above (collectively "Litigation'') reflect bona fide disputes and controversies between the
Parties. The SOAH Proceeding regards the provision of \Vat er and se\ver service to customers in
certain areas of Collin County. Texas. and involves the authority to provide that service under
each Party's Certificate of Convenience and Necl:.'ssity ("CCN''). issued by the Te:<::1s
Commission on Em·ironmental Quality ('"TCEQ .. ) or predecessor agency. The Federal Civil
,--\ction regards whe1her North Colli1f is eligible to obtain a loan and grant ("Loan") totaling
$2.270.000 from the L'nited States D~partment l)f Agriculture ("t'SDA") to fund impro\·e mcnts
:
to '.'forth Collin's s ystem. ;
1.0...f. The Parties Jcs ire to d\·o id rhe Currher anno; anc..-:. cos r. dt~la;. and unccrtJinty
I
asso ciatr.:::d \\ ith the Lit ig::i tion JnJ ha \~ .tCCLlrding!y ..:ntered in t 1 ..1 letter agreement dutcJ October
' ~6. :200...f to fully s ettle the Litigation. :rhe Pnrties no'v desire to funhcr e\ iJence that se rtl .emenr
'
hv c~\ccurinl! this Settkment . \~n.:emt.:r~l. Therefo re. in 1m kr to fulh and lina !h compm mi se ;..ind -._ -! . . .
I
settle all claims then h;n e b1.?en or could h~n c been assencd. and all applications regarding \\:.lter and SC\\"i.::r sen ice that hm e been subrnitkd . in the Litigarilm -as \Ve!! as all other matters in controversy between them -the Parties hereby enter into this Scttkmcnt ,\.greement. Terms of Agreement In full consickrntion of the rnutunl promises and agreements contained in this Settlement A.greement. including the Recitals set forth above, the Parties agree as follows: 2.0 l. Cpon approval of this Sdtlement Agreement by all Parties, North Collin will
transfer to the Cities, for single certification in the Cities· CCNs, certain territory \Vithin North
Collin· s current CCN area that is in side the city limits or ETJ of the Cities and that the Cities
desire to start serving immediately or are already serving ('·Initial Territory''). The Initial
Territory consists of 1, 933 acres to be transferred to Melissa and 265 acres to be transferred to
McKinney, which is identified on the three maps attached to this Settlement Agreement as Area
A. If any portion of the Initial Territory includes existing customers or facilities of North Collin
that North Collin and the applicable City agree should be served or purchased by the City. the
City will pay North Collin f(.)r those customers or facilities in an amount to be mutually agreeJ
on. subject to USDA approval.
2.02. All remaining v.mer CCN territory of North Collin that is located '.vithin the city
limits or ETJ of the Cities and is not part of the Initial Territory. as well as all territory adjacent
to the city limits or ETJ of one of the Cities (collectively .. Remaining Territory··). will be
geographically certificated to North Collin and the applicable City for single cenification by
customer class. as follmvs:
(a) North Collin's CCN vviH be amended to reflect that it will have the right
and duty to serve . pursuant to its tari.tI to the exclusion of the Cities. all new customers in
the Remaining Territory except those \vho: (i) are located within the c.:ity limits of one of
the Cities as no\v or hereafter existing; (ii) request sanitary sewe r sen ice and are located
in a subJivision containing lots of less than one acre: or I iii l request sanitary sewer
sen ice and an.:: non-residential tr~cts: and
Page 2 r)f..,
tb) each Cit: ·s water CC>i will be amcndt.·d to rdkct that it has the right and dut;, l\J serw. pursuant to its ordinances . to the exclusion of '.'forth Collin. all nc\\ customers in its rcspectin: portions of the Remaining Territory \\ho: (i) arc located \\ithin the cit: limits of the applicabk City as IlO\V or hereafter existing: (ii) request s:initary sc\vcr service and are locakd in a subdivision containing lots of les s than one acre: or (iii) request sanitary sewer service and arc non-residential tracts. (c) North Collin \vii! remain singly certificakd within the corporak limits of
the To\\11 of New Hope and that part ofNorrh Collin·s CCN that lies within the corporate
limits and ETJ of the City of \\:eston as reflected on the maps attached hereto as the
.. Nev\ Hope. \Vcston Areas."' In the event that either Weston or New Hope should
disannex any territory that is within North Collin's singly certificated area or
disincorporate, then such territory will become a part of the Remaining Territory.
The Remaining Territory is identified on the three maps attached to this Settlement Agreement as
Area B.
2 .03. Territory that is currently not certificated to <my Party but fr.Jr \vhich certification
has been requested by both North Collin <md one of the Cities in the SOAH Proceeding
('"Request ed Territory") will be certificated on the same basis as the Remaining Territory and is
identified on the maps attached IO this Settlement Agreement as Area C.
'.:2.04 . Neither North Collin nor the Cities will be permitted to take over water service to
any customers, either existing at the time the Settlement Agreement is approved or acquired as
provided herein. or to take over any facilities of the other provider in the Initial Territory,
Remaining Tcnitory, or the Requested Territory without the WT1tren agreement of both providers.
Any transfer of North Collin customers or facilities must comply with applicable regulations of
the lfSD:\. if any.
Page 3 of ·1
1.05. fmmedintdy upon apprcl\cil of this Settlement :.\gn:cment by all Panies. the Parties \\ill withdra\\-oppos ition to each Party's CC\i application consistent \virh this Settlement Agreement. withdra\\ opposititrn to .~nna·s and \klissa·s sn\er CCN applicarions. and joint!) file a motion to request that the A.drninistrali vc Law Judge issue a Proposal for Decision recommending Commission approval of this 1.\greement pursuant to Sections 13.2..J.8 and 13.:255 l f the Texas \Vatcr Code and the issuance of amended CCNs consistent herewith or, in the alternative. requesting that the A.dministrative Lnv Judge remand the CCN Applications in the
SO.AH Proceeding to the TCEQ's Executive Director. The Parties agree to request that this
Settlement Agreement be incorporated into the Parties' water CCNs and issue amended CCNs to
reflect the certificated areas and the custome r classes that the Parties are entitled to serve. The
Cities and North Collin \Vil! take all acts necessary to expedite the TCEQ's approval of the CCNs
contemplated in this Settlement Agreement. including, but not limited to, preparation of a
proposed agreed final order for submission to the Commissioners for approval under Water Code
§§ 13.2.+8 and 13.255, and preparation of maps. fom1s, or other necessary documents. All
Parties hereto wai ve their rights to fi le a Motion for Reconsideration or a Motion for Rehearing
from any order entered by the TCEQ consistent with this Sdtlement Agreement.
2.06. Within ten (l 0) business days of issuance of a final order by the TCEQ
transferring the Initial Territory to the appropriate Cities and appro\ing the Settlement
Agreement, the Cities will \.Vithdraw their opposition to North Collin obtaining the loan and grant
from the USDA and all Part ies to this Settlement Agreement \.vill jointly move to dismiss the
Federal Civil Action and to release to McKinney and Melissa the $10,000 cash bond deposited
by McKinney a.nd :Vldissa with the United States District Court in connection vvith tht: kmporary
restraining order and temporary injunction issued by the United States District Court.
2.07. The Cities \vill place into escroi,,-v at a bank mutually agreeable to the Pa1iics.
v ... irhin 10 days after approval of this Sdtkment Agreement by all Panies. the sums to be paid by
each Cit: for settlement and acquisition of fnitial Ten-itory as set fonh in paragraph 2.08 be!O\\.
The escrowed funds shall be released from escro\\ and paid to ~orth Collin upon TCEQ's
is suance of the umendcd CC'.'is and .:i linal l)rder transferring the Initial Territory to the
c1ppropriatc Ciiy.
2.08. The ~1mount to be placed in e~crow b;.· each City. along \\ith the price !Or foture
purchas e llf any Remaining Terri tor;·. is ,ts fvl!O\\ s:
P'3ge 4 d <I
\[elissa -S 196.650. \\ ith a pnce of $:200 per acre frir future purchase of any Rem:.iining Ten-itory: \kKinney -Sl 13.250. \\ith a price of Sl25 per acre for future purchase of an y Remaining Territory: and Anna -S 100.000. ''ith a price of S200 per acre for future purchase of any Remaining Territory. 2.09. Each City will pay North Collin the amount specified in Section 2.08 for each
acre and partial acre contained \vithin each plat or tract within 60 days of approving a final plat
within the Remaining Territory or providing service for non-residential tracts that do not require
plat ;:ipprO\ al vvithin the Remaining Territory. No payment will be made to North Collin for
service by the Cities to areas located \vithin the Requested Territory.
2.10. This agreement is solely for the benefit of the parties hereto. There arc no third
party beneficiaries of this agreement.
2. J l. The Parties hereby forever release. acquit, and discharge each other and their
respective officers. agents, attorneys. employees. successors . assigns, and representatives from
any and all claims. demands . ch;:irges. costs of court. attorney· s tees, causes of action , liability, or
damages of \vhatever nature. on any legal theory. knovm or unknown. past, present. or future.
that have been or could have been asserted in the Litigation. other than claims for breach of the
provisions of this Settlement Agreement.
2. 12. In executing this Settlement Agreement the Parties acknowledge that they are not
relying on any statement or representation of any other Party regarding the matters in dispute.
The Parties are relying on their own judgment and are represented by attorneys in this matter.
2.13. This Settlement Agreement is a compromise of doubtful and disputed claims.
Nothing in this Settlement Agreement is an admission of liability by any Party. and nothing in
this Scttkment 1\grccment may be !ntcq1reted as on admission of liability. Each Party to this
Settlement Agreement expressly denil.!s liability to every other Pa.rt; LO this Settlement
A.greemcnt.
2.1-+. This Settlement .\greement is made in accordance \\ith th<.! la\\S of the State: o f
r \.!XJS. T he' Parties J gree that this Scttk·m<.:nt '\greement is gon:rned by, ,md \.vilJ be construed
Jnd enforcl.'d in acc o rdance \vith Texas Lrn. Exclusi,·e ,·enul.! for any la\\SUit related in an: \\ay
to this S ettlement .\gr~'.emcm is in C1)!lin C u unty. T ~·xa s : h u,,c,·cr. if ihe !<.!\\s uit im u hes the
P:ige 5 o f \)
enforcement by the TCEQ of any t)bligations under the Parties· rcspectiYe CCNs issued by the TCEQ. \ enuc is in Tra\ is County . T :.:xas to the extent required b) law. 2.15 . This Settlement Agreement is binding on and inures to the benefit of the P:.irties and their respecti\·e aJministrators. legal repn::sentatives. officers . agents. employees. successors. and assigns. Any reference to l'SD:\ contained in this Settl:.:ment Agreement shall not be applicable unless USDA becomes a lender of North Collin. 2.16. This Settlement Agreement contains the entire agreement bet\vecn the Parties. [t
supersedes any and al! prior agreements. arrangements. or understandings between the Parties on
all subjects in any way related to the transactions or occurrences described in the Litigation or in
this Settlement Agreement. No oral understandings, statements, promises, or inducements
contrary to or consistent with the terms of this Settlement Agreement exist. This Settlement
A.greement is not subject to any oral modification, \Vaiver, or addition, and any modification,
\Vaiver, or addition must be made in \.\Ti ting and signed by all Parties. For the purpose of notice,
the addresses and fa,\: numbers of the Parties are as follows:
North Collin
General Manager
North Collin Water Supply Corporation
.2225 Hvvy. 121 North
Melissa. Texas 75454
Fax no . 972-837-2930
\Vith copy to :
John Rapier
Rapier & Wilson, P.C.
l 03 'vV. rvkDerrnort
Allen, Texas 75013
Skip Newsom
Fishc::r & Nevvsom. P.C.
3 724 Jefferson Street
Suite 210
Austin. Texas 78731
,V[elissa
City :-\.dministrator
Cit\ •)f .\!dissa
P3ge 6 cf •J
P.O. Box 409 \ le!issa. Texas 75454 Fax no . 972 -837-4 .52 4 With copy to: Larry Boyd Abernathy . Roeder. Boyd & Jop iin . P .C. 1700 Redbud . Suite 300 McKinney, Texas 75069
Fax no. (214) 544-4040
Ron Freeman
freeman & CL)rbell. LLP
8500 Bluffstone Cove
Suite B-104
Austin, Texas 78759
McKinney
City Manager
City of l'vkK inney
P.O . Box 5 l 7
McKinney, Texas 75070
Fax no. 972-542 -0436
Anna
City Administ rator
City o f Anna
120 \Vest Fourth Street
Anna. Texas 75409
Fax no. 972-924-2620
With copy to:
Arturo D . Rodriguez. Jr.
Russell. ?vioorman & Rodriguez. LL.P.
10:2 \V. :Vforrow, Suite I 03
Georgetown. Texas 78626
Fax No. (51 :::'.) 930-7742
Any Party clwnging its :.iddn:ss or fax number. fo r pu rposes of notice under this
Senkment .\greement. must gi\e all nther Panies ill kas r 15 Ja: s notice ,)f the change.
$.~_ttlement Agreement
.2. l 7. This Scttkment .\.greement may be executed m rnultipk counterparts. each uf '"hich shall be deerneJ an o riginal for all purposes. 2.18. This Settkment Agreement has been prepared and drafted by the joint efforts of the respeeti \'e attorneys for each of the Parties and thus shall not be construed against any pru1y by reason of who prepared or drafo:d it. .2.19. If after the date nf its approval, any provision of this Settlement Agreement is held to be illeg::il. inv::ilid. or unenforceable under present or future laws effective during the term
of this Settlement Agreernent, such provision(s) shall be fully severnble.
2 .20. The Parties agree to cooperate fully and execute any and all supplementary
documents anu to take all additional actions that may be necessary or appropriate to give full
force and effect to the terms and intent of this Settlement Agreement.
2.11. This Settlement Agreement, including the sums to be escrowed and paid um:ler
par::igraphs 2.07 and 2.08. contains the entire agreement of the Parties with respect to payments
required to fully settle the Litigation and any other disputes between the Parties and completely
replaces and supercedes the October 26. 2004. letter agreement among the parties. Each Party
shall therefore be responsible for and pay its own legal costs and expenses. including without
limitation attorney's fees, expert witness fees. and professional sen:1ces foes. incurred in
connection with the Litigation or this Settlement Agreement.
2.22. This Settlement Agreement is effective upon approval by the city council of each
City and the board of directors of North Collin.
?3ge 3 Jf 'I
-Approved: North Collin Water Supply Corporntion By
City of McKinney
fl/' ' /~-)' . ' {I '> r. ,,. , ;· ( '-. . / By . · "" .!1 «...(...(;~'r!'·:-.-_··_.., ____ _ J \ / Date __/ ,? ~ · >
P · · ( I "'/ l ' . L• / -., OSJtJOil -'/" ! </ Vf"'::;':.. ·~
City of Melissa
B I ~~.LC.:=:::::
Position --~Of'
City of Anna
Position /-' ;.t'fj 'c /-"
Settlement Agreement
Date __l!!:}_<AC\joy_
Date
,
Filed and Recorded
Official Public Records
Stacey Kemp 1 County Clerk
Collin County , TEX~S
05/25/2016 12:25:09 PM
$82.00 SCRPELR
20160525000642910
Page 9of9
STACEY KEMP COUNTY CLERK Cashier Customer SCAPE LA CITY OF ANNA PO BOX 776 ANNA , TX 75409 COLLIN COUNTY, TEXAS STACEY KEMP · 2300 Bloomdale Rd, Suite 2104 McKinney, TX 75071 Phone: 972-548-4185 Receipt for Services Batch# 1358811 Date: 05 /25 /2016 Time: 12:25 :09PM
Date Instrument No Document Type Transaction Type GF Number Pg/Amt
5/25/2016 12:25:09PM 20160525000642910 RL
RL
Fee Total:
CREDIT 100138472300
Payment Total:
Total:
15
82.00
82.00
82.00
82.00
Page I of 1