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HomeMy WebLinkAboutRes 2017-01-266 Anna Town Square SIA Sixth Amendment CITY OF ANNA, TEXAS RESOLUTION NO. )OV-1 . Ok - �)A, (p A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE SIXTH AGREEMENT AMENDING THE SUBDIVISION IMPROVEMENT AGREEMENT FOR ANNA TOWN SQUARE WHEREAS; the City of Anna, Texas (the "City") and Anna Town Center No. 1/BRGT, Ltd., Anna Town Center No. 2/BRTO, Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., Anna Town Center No. 7/LNRD, LLC, 40 PGE, Ltd., (collectively, "Owner") and Anna Crossing AMC, Ltd., ("Payee") desire to enter into a Sixth Agreement Amending the Subdivision Improvement Agreement for a 634 acre tract of land commonly referred to as Anna Town Square; 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 hereby approves the Sixth Agreement Amending the Subdivision Improvement Agreement for Anna Town Square, 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 to take all other actions necessary to finalize, act under, and enforce the Amended Agreement, PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this loth day of January, 2017. ATTEST: APPROVED: e40 F 4 City Secretary Carrie L. Smith ayor Mike Crist Res Page 1 of 14 Anna Town Square 6th Amendment EXHIBIT A SIXTH AGREEMENT AMENDING SUBDIVISION IMPROVEMENT AGREEMENT This Sixth Agreement Amending Subdivision Improvement Agreement (this "Sixth Amendment") is entered into between and among the City of Anna, Texas (the "City") and Anna Town Center No. I/BRGT, Ltd., Anna Town Center No. 2/13RTO, Ltd., Anna Town Center No. 3/WARN, Ltd., Anna Town Center No. 4/SHRP, Ltd., Anna Town Center No. 5/HSLT, Ltd., Anna Town Center No. 6/LNRD, Ltd., Anna Town Center No. 7/LNRD, LLC, 40 PGE, Ltd., (collectively, "Owner") and Anna Crossing AMC, Ltd., ("Payee") as follows: WHEREAS, Owner, Payee and the City are sometimes collectively referenced in this Sixth Amendment as the "Parties"; and WHEREAS, on March 20, 2014, the 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 19, 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, on May 10, 2016, City and Payee entered into a Fifth Agreement Amending Subdivision Improvement Agreement; and, WHEREAS, the City, Owner, and Payee now desire to amend the SIA to clarify the extent to which Owner has satisfied Owner's Obligations with respect to Sections 4(a)(2), 5(a)(2) and 6(a)(2) of the SIA; and WHEREAS, Anna Town Center No. 7/LRND, LLC purchased the remainder of the land owned by O.P. Leonard, Jr. Investment Company, Ltd., and Nancy Alice Leonard Investment Company, Ltd. and they are no longer parties to the agreement; and WHEREAS, the capitalized terms used in this Sixth 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 Sixth 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 Sixth Amendment; and Res, Page 2 of 14 , Anna Town Square 6th Amendment NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION I RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Sixth Amendment and said recitals constitute representations by Owner, Payee and the City. SECTION 2 CITY ACKNOWLEDGEMENT OF OWNER'S OBLIGATIONS The Parties agree that the Owner has fully satisfied the obligations described in Sections 4(a)(2), 5(a)(2), and 6(a)(2) of the SIA with the exception of the installation of certain street lights, further described in Exhibit 1, and required under Section 6(a)(2) of the SIA. The Parties further agree that the Owner is entitled to the Reimbursable Amounts pursuant to Owner's performance under Section 4(a)(2), 5(a)(2), and 6(a)(2) of the SIA with the exception of Road Capital Improvement Fees in the amount of $63,269 for the required street lights that the city will retain until the required street lights are installed. SECTION 3 CONFLICTS AND EFFECTIVE DATE To the extent of any conflict between this Sixth Amendment and the SIA, this Sixth Amendment shall govern. The Effective Date of this Sixth Amendment is the date that the last of the Parties' signatures to this Sixth Amendment is fully and properly affixed to this Sixth 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 Sixth Amendment and Owner and Payee have duly executed same. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] Res cXA I• j 6 Page 3 of 14 Anna Town Square 6th Amendment Owner: Anna Town Center No. I/BRGT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 1/BRGT GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, personally appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 1/BRGT GP Corporation, in its capacity as general partner for Anna Town Center No. I/BRGT, Ltd. Notary Public, State of Texas Res Page 4 of 14 Anna Town Square 6th Amendment Owner: Anna Town Center No. 2/BRTO, Ltd., a Texas Limited Partnership By: Anna Town Center No. 2/BRTO GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 2/BRTO GP Corporation, in its capacity as general partner for Anna Town Center No. 2/BRTO, Ltd. Notary Public, State of Texas pp Res � ("A-1-M - Page 5 of 14 Anna Town Square 6th Amendment Owner: Anna Town Center No. 3/WARN, Ltd., a Texas Limited Partnership By: Anna Town Center No. 3/WARN GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 3/WARN GP Corporation, in its capacity as general partner for Anna Town Center No. 3/WARN, Ltd. Notary Public, State of Texas Res Page 6 of 14 Anna Town Square 6th Amendment t7A (euuV jo Aj!3 @L11/d] '100J9WWOO 99117 eu(JV/d� 'IeRUGPSG�J 99-� euuV) C 95ed —e9jV juawd0jGAG(] eqj�o uoildijoseC] le5al —,,V,.I!q!qxg Owner: Anna Town Center No. 4/SHRP, Ltd., a Texas Limited Partnership By: Anna Town Center No. 4/SHRP GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § NWMNNIQ�19 JO INIOd bwft Jg0N@Hj whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Tdwwfb5ntej Mmc4/PMRfbjV.-�bui .jaujoo jol punol poi UOJI q01,11 Sqjq5lG-9Alj e 01 JGGJ tg-8 'jsaM spuooes Lo salnup go saaj6a 14=401 9C.6g 10 p juaftel e '1991 00-009'l, jo snipej e 'spu Gai t'o 10 916ue leilueo e 6UIAeq jqbij aqj ol a/uno juabuej-uou e 5uole jeaj 99,9 'AIjajsamqjnoS 3ON3H I 'puel 10 joeil @Joe 00,0Z P!es 10 Gull q1jou eqj ui punoj poi UOJI LIOUI Sqjq6lG-GAlj e 01 PUel 10 1012,11 Woe 809-t,I,� P!eS 10 Gull qjnos aqj 6uOIe la@l 68'o/-Cl, 'IseD spuooes �o sajnuiw 99 seeibap 99 qjnOS 30N3Hi I .sexei 'Alunoo uilloo spjooa�j pea(] '01�tt"0000tOJOOZ 'ON GI!-=l �jalo Ajunoo ui papjooei se 'd-I 's-191-11-led lelluGPSG�J 99t euuV 01 PGGP ul paclposap puel jo, joeil ajoe 909-t7l�l, palleo e jo jaujoo Isaml-Ill-los eqj Bulacl juiod p!es 'puel JO 10e-11 @Joe 86Z-C� p!es jo jaujoo jsaAAqjjou eqj le punoj poi uoji qoui sqjqI5ia-eAlj e 01 Vl� Gseqd sile-:1 Gqi P!es 10 Gull Isee Gq1 151-10le Pue Puel 10 1013-1191012 86Z'C 1, Pes 10 Gull '86C I ISGM 91-11 BuOle leal se--;I spuooes go selnup el� S09-16010 00 q:PON 30N31-li j qo 'puel jo joeil peclposap uiajaq Gq1 10 ONINNIO-EIS JO I N10d GI-11 le IGS POJ UO I ul 11131-1-91-10 e 016 101 P!es 10 Gull ISIRG el-11 buOle Pue Puel JO 10e-11 aloe 96J-C� P!es 10 Gull JSGAA Gqj I5UOIe 19@1 CO*OOC 'j*seE] spuooes go salnuiw C I, SGG-115913 00 q:PON 301\13H I Res Page 7 of 14 Anna Town Square 6th Amendment Owner: Anna Town Center No. 5/HSLT, Ltd., a Texas Limited Partnership By: Anna Town Center No. 5/HSLT GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 5/HSLT GP Corporation, in its capacity as general partner for Anna Town Center No. 5/HSLT, Ltd. Notary Public, State of Texas it ResPage 8 of 14 Anna Town Square 6th Amendment Owner: Anna Town Center No. 6/LNRD, Ltd., a Texas Limited Partnership By: Anna Town Center No. 6/LNRD GP Corporation, a Texas corporation, Its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Town Center No. 6/LNRD GP Corporation, in its capacity as general partner for Anna Town Center No. 6/LNRD, Ltd. Notary Public, State of Texas c A Res Page 9 of 14 l Anna Town Square 6th Amendment Owner: Anna Town Center No. 7/LNRD, LLC, a Texas limited liability company By: Skorburg ATC No. 7/LNRD, Ltd., a Texas Limited Partnership By: Skorburg ATC No. 7/LNRD GP Corporation, a Texas corporation, its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Skorburg ATC No. 7/LNRD GP Corporation, in its capacity as general partner for Skorburg ATC No. 7/LNRD, Ltd., in its capacity as managing member of Anna Town Center No. 7/LNRD, LLC. Notary Public, State of Texas Res Page 10 of 14 Anna Town Square 6th Amendment Owner: 40 PGE, Ltd., a Texas Limited Partnership By: 40 PGE GP Corporation, a Texas Corporation, its General Partner By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of 40 PGE GP Corporation, in its capacity as general partner for 40 PGE, Ltd. Notary Public, State of Texas Res Page 11 of 14 Anna Town Square 6th Amendment Payee: ANNA CROSSING AMC, LTD. By: ANNA CROSSING AMC GP CORPORATION By: Richard M. Skorburg, Its President IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Richard M. Skorburg, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as President of Anna Crossing AMC GP Corporation, in its capacity as general partner for Anna Crossing AMC, Ltd. Notary Public, State of Texas Res Page 12 of 14 k) Anna Town Square 6th Amendment CITY OF ANNA By: Philip Sanders, City Manager IN WITNESS WHEREOF: STATE OF TEXAS § COUNTY OF DALLAS § Before me, the undersigned notary public, on the _ day of 2017, appeared Philip Sanders, known to me (or proved to me) to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same in his capacity as City Manager of the City of Anna, Texas. 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