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HomeMy WebLinkAboutRes 2017-06-330 SIA Lennar Homes - Avery Pointe Crossing Ph 4-6CITY OF ANNA, TEXAS RESOLUTION NO. �Qj`j - t)(n-- 3� A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING A SUBDIVISION IMPROVEMENT AGREEMENT WITH LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, LTD., A TEXAS LIMITED PARTNERSHIP AND ANNA 455 RESIDENTIAL, LP, A TEXAS LIMITED PARTNERSHIP FOR AVERY POINTE CROSSING, PHASES 4-6. WHEREAS, Lennar Homes of Texas Land and Construction, LTD., a Texas limited partnership and Anna 455 Residential, LP, a Texas limited partnership (the Owners) owns and desires to develop a parcel of property composed of approximately 69.784 acres of land located entirely within the corporate limits of the City of Anna, Texas (the City); and, WHEREAS, the Owner has agreed to construct certain roadway and wastewater facilities in connection with development of the property; and, WHEREAS the Owner has requested roadway and wastewater impact fee credits for the construction of said roadway and wastewater facilities; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Subdivision Improvement Agreement The City Council hereby approves the Subdivision Improvement Agreement for Avery Pointe Phases 4-6, attached hereto as Exhibit 1, 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 Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 13th day of June, 2017. ATTEST: APP VED: ) OFq Carrie L. Smith, City Secretary = •'•-9 Mayor, Mike Crist EXHIBIT 1 SUBDIVISION IMPROVEMENT AGREEMENT AVERY POINTE, PHASES 4-6 This Subdivision Improvement Agreement (this "Agreement") is entered into this day of 2017, between the City of Anna, Texas (the "City") and ANNA 455 COMMERCIAL, LP, a Texas limited partnership ("Anna Commercial"), and ANNA 455 RESIDENTIAL, LP, a Texas limited partnership ("Anna Residential") (and collectively with Anna Commercial, "Anna 455"), and LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, LTD., a Texas limited partnership ("Lennar") (and collectively with Anna 455, "Owners"). WHEREAS, Owners and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, it is the Parties' mutual intent that this Agreement shall govern only the subject matter specifically set forth herein and that this Agreement, and shall supersede any previous agreement between the Parties and City Regulations only to the extent that any such agreements or City Regulations directly conflict with the terms of this Agreement; and WHEREAS, Owners own and desires to develop a parcel or parcels of real property (the "Property") in Collin County, Texas, which is composed of approximately 69.8 acres of land located entirely within the corporate limits of the City of Anna and is more particularly described in the attached Exhibit A; and, WHEREAS, Owners acknowledge that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and, WHEREAS, Owners understand and acknowledge that acceptance of this Agreement is not an exaction or a concession demanded by the City but rather is an undertaking of Owners' voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit Owners' development of the Property; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: SECTION 1 RECITALS INCORPORATED The recitals set forth above are incorporated herein as if set forth in full to further describe the Parties' intent under this Agreement and said recitals constitute representations by Owners and the City. SECTION 2 DEFINITIONS City Code means the Anna City Code of Ordinances. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of the City Manager with respect to this Agreement if the designation is in writing and signed by the current or acting City Manager. SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 1 City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City. Development means the new development on the Property that is the subject of this Agreement. Estimated Roadway Construction Cost with respect to the engineering, design, and construction of the Roadway Facilities, means $910,522.66 set forth in the attached Exhibit D. Estimated Sewer Construction Cost with respect to the engineering, design, and construction of the Sewer Facilities, means $761,565.48 set forth in the attached Exhibit D. Final Roadway Construction Cost, with respect to the Roadway Facilities, means the dollar amount actually paid for the engineering, design, and construction of the Roadway Facilities at the time of full and final completion, dedication and acceptance the Roadway Facilities. Final Sewer Construction Cost, with respect to the Sewer Facilities, means the dollar amount actually paid for the engineering, design, and construction of the Sewer Facilities at the time of full and final completion, dedication and acceptance the Sewer Facilities. Final Roadway Credit Amount, with respect to the Roadway Facilities, means a dollar amount equal to the Estimated Roadway Construction Cost, or the Final Roadway Construction Cost, whichever is less. Final Sewer Credit Amount, with respect to the Sewer Facilities, means a dollar amount equal to the Estimated Sewer Construction Cost, or the Final Sewer Construction Cost, whichever is less. Roadway Facilities mean the Ferguson Parkway and Hackberry Lane Roadway Improvements to be constructed by Lennar as described and depicted in Exhibit B, attached hereto, and in accordance with design/construction plans to be approved by the City. Sewer Facilities mean the Avery Pointe Sewer Improvements to be constructed by Owners as described and depicted in Exhibit C, attached hereto, and in accordance with design/construction plans to be approved by the City. SECTION 3 GENERAL PROVISIONS. (a) Documentation of Actual Amount Paid. Once Owners fully complete the Roadway Facilities and the Sewer Facilities, and before the City has accepted such Roadway Facilities and Sewer Facilities after inspection, Owners shall provide the City Manager with documentation reasonably acceptable to the City Manager evidencing the actual amount paid for said Roadway Facilities and Sewer Facilities. SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 2 (b) Maintenance Bond. For each construction contract for any part of the Roadway Facilities and Sewer Facilities, Owners or Owners contractor further must execute a Maintenance Bond in accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Roadway Facilities and Sewer Facilities, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Roadway Facilities and Sewer Facilities constructed under such contract. (c) Public Improvements, Generally. Except as otherwise expressly provided for in this Agreement, Owners shall provide all public improvements, including streets, water, sewer, drainage, sidewalks, trails, street lighting, street signage, and all other public improvements required by City Regulations to serve the Property, at no cost to the City except as provided herein, in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Owners shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. Owners shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's engineer or his or her agent prior to filing of a Final Plat. Construction of such improvements shall not be initiated until a pre -construction conference has been held regarding the proposed construction and City has issued a written notice to proceed. (d) Owners' Remedy. Owners' sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance pursuant to the terms of this Agreement. (e) 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 Owners pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Owners, his engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Owners' engineer, his officers, agents, servants or employees, it being the intent of the parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed. (f) Insurance. Owners or its contractor(s) shall acquire and maintain, during the period of time when any of the Roadway Facilities and Sewer Facilities are under construction (and until the full and final completion of the Roadway Facilities and Sewer Facilities 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 SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 3 also cover any and all claims which might arise out of the Roadway Facilities and Sewer Facilities construction contracts, whether by Owners, a contractor, subcontractor, materialman, or otherwise. Coverage must be on an "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Improvement construction contracts, Owners 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. (g) Indemnification and Hold Harmless. OWNERS JOINTLY AND SEVERALLY COVENANT AND AGREE TO INDEMNIFY AND DO HEREBY INDEMNIFY AND JOINTLY AND SEVERALLY COVENANT AND AGREE TO HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY INCLUDING WITHOUT LIMITATION, DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES AND RELATED EXPENSES, EXPERT WITNESS FEES AND RELATED EXPENSES AND OTHER CONSULTANT FEES AND RELATED EXPENSES) ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE NEGLIGENT OR OTHERWISE WRONGFUL ACTS OR OMISSIONS OF OWNERS OR ANY ONE OF THEM, OR THEIR RESPECTIVE AGENTS, SERVANTS, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN OR EMPLOYEES IN CONNECTION WITH THE DESIGN, CONSTRUCTION OR INSTALLATION OF THE ROADWAY FACILITIES AND SEWER FACILITIES AND ALL RELATED ACTIVITIES, INCLUDING BUT NOT LIMITED TO INJURY OR DAMAGE TO CITY PROPERTY. SUCH INDEMNITY SHALL SURVIVE THE TERM OF THIS AGREEMENT. AT NO TIME SHALL THE CITY HAVE ANY CONTROL OVER OR CHARGE OF THE OWNERS' DESIGN, CONSTRUCTION OR INSTALLATION OF ANY OF THE ROADWAY FACILITIES AND SEWER FACILITIES THAT ARE THE SUBJECT OF THIS AGREEMENT, NOR THE MEANS, METHODS, TECHNIQUES, SEQUENCES OR PROCEDURES UTILIZED FOR SAID DESIGN, CONSTRUCTION OR INSTALLATION. THIS AGREEMENT DOES NOT CREATE A JOINT ENTERPRISE BETWEEN THE CITY AND OWNERS. OWNERS FURTHER COVENANT AND AGREE TO INDEMNIFY HOLD HARMLESS AND DEFEND THE CITY AGAINST ANY AND ALL CLAIMS OR SUITS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT AND WHICH CLAIMS: (1) ARISE IN ANY WAY FROM THE CITY'S RELIANCE UPON OWNERS' REPRESENTATIONS IN THIS AGREEMENT; (2) RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH OWNERSHIP OF THE PROPERTY; OR (3) ARISE IN ANY WAY FROM THE CITY'S APPROVAL OF SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 4 ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. NOTWITHSTANDING THIS PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT, OWNERS SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, OR HOLD THE CITY HARMLESS FOR THE CITY'S OWN NEGLIGENCE OR GROSS NEGLIGENCE. SECTION 4 ROADWAY FACILITIES (a) Owners' Roadway Obligations. (1) Owners are responsible for funding and construction of all public improvements required by City Regulations to serve the Property, including but not limited to the Roadway Facilities. (2) Owners agrees to complete in a good and workmanlike manner construction of the Roadway Facilities located adjacent to a portion of the Property being developed, prior to the date a final plat for that portion of the Property being developed is officially recorded in the Land Recordings with the Collin County Clerk's Office. (b) City Roadway Obligations. (1) The Final Roadway Credit Amount shall be a credit against roadway impact fees otherwise due to the City from the Development of the Property. The roadway impact fee credit for the construction of the Roadway Facilities shall be redeemed at the time of issuance of building permits, and such redemption shall apply to the full amount of the roadway impact fees that would otherwise be collected until the roadway impact fee credit authorized by this Agreement has been exhausted. (2) Notwithstanding Section 4(b)(1) above, or any other provision of this Agreement, the roadway impact fee credit for construction of the Roadway Facilities shall not exceed the total amount of roadway impact fees due from Development of the Property. (3) Notwithstanding Section 4(b)(1) above, or any other provision of this Agreement, the roadway impact fee credit authorized by this Agreement shall expire on September 30 in the tenth year following the date the Roadway Facilities are complete and formally accepted by the City. (4) The City shall have the right to collect roadway impact fees due from the Development of the Property after the credit authorized by this Agreement has been exhausted or after the credit expires, whichever occurs first. SECTION 5 SEWER FACILITIES (a) Owners' Sewer Obligations. SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 5 (1) Owners are responsible for funding and construction of all public improvements required by City Regulations to serve the Property, including but not limited to the Sewer Facilities. (2) Owners agree to complete in a good and workmanlike manner construction of the Sewer Facilities prior to the date a final plat for any portion of the Property is officially recorded in the Land Recordings with the Collin County Clerk's Office. (b) City Sewer Obligations. (1) The Final Sewer Credit Amount shall be a credit against sewer impact fees otherwise due to the City from the Development of the Property. The sewer impact fee credit for the construction of the Sewer Facilities shall be redeemed at the time of issuance of building permits, and such redemption shall apply to the full amount of the sewer impact fees that would otherwise be collected until the sewer impact fee credit authorized by this Agreement has been exhausted. (2) Notwithstanding Section 5(b)(1) above, or any other provision of this Agreement, the sewer impact fee credit for construction of the Sewer Facilities shall not exceed the total amount of sewer impact fees due from Development of the Property. (3) Notwithstanding Section 5(b)(1) above, or any other provision of this Agreement, the sewer impact fee credit authorized by this Agreement shall expire on September 30 in the tenth year following the date the Sewer Facilities are complete and formally accepted by the City. (4) The City shall have the right to collect sewer impact fees due from the Development of the Property after the credit authorized by this Agreement has been exhausted or after the credit expires, whichever occurs first. SECTION 6 EFFECTIVE DATE The Effective Date of this Agreement is the date that the last of the Parties' signatures to this Agreement is fully and properly affixed to this Agreement and acknowledged by a notary public. The City's duties and obligations hereunder shall not arise unless and until the City Council has duly adopted this Agreement and Owners have duly executed same. SECTION 7 TERMINATION This Agreement and all obligations of the Parties hereto, shall terminate upon full performance of the terms of this Agreement. SECTION 8 SUCCESSORS AND ASSIGNS (a) All obligations and covenants of Owners under this Agreement shall constitute covenants running with the land, and shall bind Owners and each successive owner of all of any portion of the Property; provided, however, the terms of this Agreement shall (i) not be binding on the owner of any residence that is purchased by such SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 6 owner from a homebuilder, and (ii) be subordinate to the lien of (and shall not be binding on) any mortgagee who finances or refinances residences constructed on the Property. (b) Without limiting the generality of the foregoing and except as otherwise provided in this paragraph, Owners have the right (from time to time upon delivery of 14 days' prior written notice to the City) to assign that portion of this Agreement applicable to it, in whole or in part, and including any obligation, right, title, or interest of such Owner under this Agreement, to any person or entity (an "Assignee") that is or will become an owner of any such portion of the Property or that is an entity that is controlled by or under common control with such Owner. Further, no assignment by such Owner shall release such Owner from any liability that resulted from an act or omission by such Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Notwithstanding the foregoing, no Owner may assign any portion of this Agreement applicable to it, in whole or in part, to an Assignee if the City, after action by the City Council (which action shall be considered by the City in good faith based upon financial and performance criteria, and which action shall not be unreasonably withheld, conditioned or delayed), notifies such Owner within 14 days of receipt of the written notice required by this Section 8(b) that such Assignee fails to satisfy the City's financial and performance criteria. If the City provides such notice to such Owner then the Parties, within 14 days of such notice, shall mediate the dispute. The mediator shall be mutually agreed-upon; and the cost of such mediator shall be paid equally by the Parties. The mediator's determination shall be binding on the Parties. If a Party refuses to mediate, then the decision of the Party willing to mediate shall be binding. (c) Each assignment shall be in writing executed by the applicable Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that the assigning Owner shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, such Owner shall not be released until the City receives an executed copy of such assignment. Further, no assignment by an assigning Owner shall release such Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment unless the City approves the release in writing. Each Owner shall maintain written records of all assignments made by such Owner to Assignees, including a copy of each executed assignment and the Assignee's notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. SECTION 9 MISCELLANEOUS PROVISIONS (a) Authority to execute contract. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto, and each party hereby SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 7 certifies to the other that any necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. (b) Notice. All notices, demands or other communications required or provided hereunder shall be in writing and shall be deemed to have been given on the earlier to occur of actual receipt or three (3) days after the same are given by hand delivery or deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth below or at such other addresses as such parties may designate by written notice to the other parties in accordance with this notice provision. If to the City: City of Anna Attn: City Manager P.O. Box 776 111 N. Powell Parkway Anna, TX 75409 If to Anna Commercial: Anna 455 Commercial, LP 10950 Research Road Frisco, Texas 75033 Attention: Craig Curry Telephone: 214.387.3993 Facsimile: 214.387.3913 Email: ccurry(a)-txlandresources.com If to Anna Residential: Anna 455 Residential, LP 10950 Research Road Frisco, Texas 75033 Attention: Craig Curry Telephone: 214.387.3993 Facsimile: 214.387.3913 Email: ccurryCa)-txlandresources.com If to Lennar: Lennar Homes of Texas Land and Construction, Ltd. 1707 Market Place Boulevard, Suite 100 Irving, Texas 75063 Attention: Greg Urech Telephone: 469.587.5200 Facsimile: 469.587.5560 Email: greq.urechC@Iennar.com (c) Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Owners expressly amending the terms of this Agreement. (d) Applicable Law and Venue. This Agreement shall be performable and all compensation payable in Collin County, Texas. Venue and exclusive jurisdiction SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 8 under this Agreement lies in a court of competent jurisdiction in Collin County, Texas. (e) Severability. If any clause, paragraph, section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force and effect and the unlawful provision shall be replaced with a provision as similar in terms and effect to such unlawful provision as may be valid, legal and enforceable. (f) Representation. Each signatory representing this Agreement has been read by the party for which this Agreement is executed and that such Party has had an opportunity to confer with its counsel. (g) Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. (h) Waiver. Waiver by either Party or any breach of this Agreement, or the failure of either Party to enforce any of the provisions of this Agreement, at any time, shall not in any way affect, limit or waive such Party's right thereafter to enforce and compel strict compliance of the Agreement. (i) Miscellaneous Drafting Provisions. This Agreement was drafted equally by the Parties hereto. The language of all parts of this Agreement shall be construed as a whole according to its fair meaning, and any presumption or principle that the language herein is to be construed against any Party shall not apply. Headings in this Agreement are for the convenience of the Parties and are not intended to be used in construing this document. (j) No Other Beneficiaries. This Agreement is for the sole and exclusive benefit of the City and Owners and is not intended to and shall not confer any rights or benefits on any third party not a signatory hereto. (k) Binding Effect. This Agreement shall bind and inure to the benefit of the City and Owners and to any successor owner/developer of the Property, may be recorded in the Collin County property records, and runs with the land. (1) Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 9 EXECUTED as of the date first set forth above. ANNA 455 COMMERCIAL, LP, a Texas limited partnership By- Anna 455 Commercial GP, LLC, a Texas limited liability company, General Partner By - Craig Curry, Mana LARRY M LAMP STATE OF TEXAS § My commission Expires July 10, 2018 COUNTY OF COLLIN § This instrument was acknowledged before me on the ���,—Z= day of 2017 by Craig Curry, Manager of Anna 455 Commercial GP, LLC, a Texas limited liability company, General Partner of Anna 455 Commercial, LP, a Texas limited partnership, in the capacity herein stated. [SEAL] Notaryi'ublic in and for the 8tate of Texas SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 10 ANNA 455 RESIDENTIAL, LP, a Texas limited partnership By: Anna 455 GP, LLC, a Texas limited liability company, General Partner Craig Curry) Manag 12 LARRY M LAMP j STATE OF TEXAS § My Commission Expires t July 10, 2018 ' COUNTY OF COLLIN § s"" This instrument was acknowledged before me on the Z2*'� day of U��t, , 2017 by Craig Curry, Manager of Anna 455 GP, LLC, a Texas limited liability company, General Partner of Anna 455 Residential, LP, a Texas limited partnership, in the capacity herein stated. [SEAL] Nota b is in or the State of Texas SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 11 LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, LTD., a Texas limited partnership By: Lennar Texas Holding Company, a Texas corporation, General Partner Date: STATE OF TEXAS § COUNTY OF pak�� § This instrument was gcknowled ed before me or0tXQL 2017, by H.� �QSj?4l f Lennar Texas Holding Company, a Texas corporation, as general partner of ennar Homes of Texas Land and Construction, Ltd., a Texas limited partnership, on behalf of s i i artnership. [SEAL] J BIXBY No Public in and f the State of Texas My Commission Expires March 4, 2019 sly IE OF tE+� SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 12 CITY: Cytii't0]W_Pli•1_1 ,"City Manager STATE OF TkXAoV § COUNTY OF §§ Before me, the undersigned notary public, on the day of 2017, personally appeared Philip Sanders, known to me (or prove 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. [SEAL] CARRIE L. SMITHV Notary Public. State of Texasrotary Public, State of Texas My commission Expires January 27, 2019 SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 13 ATTACHMENTS Exhibit A — The Property (legal description and drawing) Exhibit B — Roadway Facilities Exhibit C — Sewer Facilities Exhibit D — Estimated Roadway Construction Cost and Estimated Sewer Construction Cost SUBDIVISION IMPROVEMENT AGREEMENT, AVERY POINTE, PHASES 4-6 — Page 14 Exhibit A The Property Exhibit A — Legal Description of the Property — Page 1 VICINITY MAP SITE Ulu, EXHIBIT A AVERY POINTE WEST 69.784 ACRES SITUATED IN THE FRANCIS T. DUFFAU SURVEY, ABSTRACT NO. 288, CITY OF ANNA, COLLIN COUNTY, TEXAS APRIL 2017 ,,N�*Horn T.I...-. Exhibit A - The Property (2 of 4� FIELD NOTE DESCRIPTION 69.784 ACRES BEING at tract of land situated in the Francis T. Duffau Survey, Abstract No. 288, City of Anna, Collin County, Texas, and being a portion of a called 114.608 acre tract of land conveyed to Anna 455 Residential, LP, according to the documents filed of recorded in Instrument Number 20070403000444410 and in Instrument Number 20070403000444420, both of the Official Public Records of Collin County, Texas, a portion of that tract of land referred to as Tract II, conveyed to Anna 455 Commercial, LP, according to the documents filed of record in Instrument Number 20121119001473740, Instrument Number 20121119001473750 and Instrument Number 20121119001473760 of the Official Public Records of Collin County, Texas, and a portion of a called 20.000 acre tract of land conveyed to Anna 455 Commercial , LP, according to the documents filed of record in Instrument Number 20071205001623090 and Instrument Number 20071205001623100, all of a called 34.986 acre tract of land conveyed to Lennar Homes of Texas Land and Construction, Ltd., according to the document filed of record in Instrument Number 20161205001648680 of the Official Public Records of Collin County, Texas, and all of a called 0.233 acre tract of land conveyed to Lennar Homes of Texas Land and Construction, Ltd., according to the document filed of recorded in Instrument Number 20161205001648690 of the Official Public Records of Collin County, Texas, said tract of land being more particularly described as follows: BEGINNING at a 5/8" iron rod with plastic cap stamped "KHA" set at the intersection of the northerly right-of-way line of Hackberry Drive with the westerly right-of-way line of Ferguson Parkway, being in the south line of that tract of land conveyed to Two -J Partners, LLLP according to the document filed of record in Instrument Number 200805090000562500, Official Public record of Collin County, Texas, and for the northeast corner of this tract; THENCE departing the south line of said Two -J Partners tract, along the westerly right-of-way line of said Ferguson Parkway, the easterly line of said 34.986 acre tract, and the easterly line of said 0.233 acre tract, the following courses: South 1'10'03" West, a distance of 105.01 feet to a 5/8" iron rod with plastic cap stamped "KHA" set for corner at the beginning of a tangent curve to the right having a central angle of 4049'57", a radius of 2300.00 feet, a chord bearing and distance of South 3035'02" West, 193.93 feet; In a southwesterly direction and continuing along the westerly right-of-way, with said curve to the right, an arc distance of 193.99 feet to a 5/8" iron rod with plastic cap stamped "KHA" set for corner; South 6000'00" West, a distance of 297.90 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for corner at the beginning of a tangent curve to the left having a central angle of 14000'00", a radius of 2300.00 feet, a chord bearing and distance of South 1 000'00" East, 560.60 feet; In a southeasterly direction, with said curve to the left, an arc distance of 562.00 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for corner; Exhibit A - The Property Q of 4� South 8°00'00" East, a distance of 289.81 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for corner at the beginning of a tangent curve to the right having a central angle of 9057'38", a radius of 1100.00 feet, a chord bearing and distance of South 3°01'11" East, 190.99 feet; In a southeasterly direction, with said curve to the right, an arc distance of 191.23 feet to an "X" cut found in concrete for corner; South 1057'39" West, a distance of 252.74 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for the southeast corner of said 34.986 acre tract, common to the northeast corner of said 0.233 acre tract, and at the beginning of a tangent curve to the right having a central angle of 3°48'08", a radius of 1600.00 feet, a chord bearing and distance of South 3051'42" West, 106.16 feet; In a southwesterly direction, with said curve to the right, an arc distance of 106.18 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for corner; South 20020'39" West, a distance of 81.71 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for the southeast corner of said 0.233 acre tract; THENCE North 83°47'24" West, continuing along the westerly right-of-way line of said Ferguson Parkway and the southerly line of said 0.233 acre tract, a distance of 40.00 feet to a 1/2" iron rod with plastic cap stamped "JBI" found for the southwest corner of said 0.233 acre tract; THENCE South 6012'36" West, continuing along the westerly right-of-way line of said Ferguson Parkway, a distance of 218.24 feet to a 1/2" iron rod found (disturbed) for the northeast corner of Lot 1, Block A of Anna 455 Addition, according to the plat thereof recorded in Volume 2016, Page 860 of the Plat Records of Collin County, Texas, and being the southeast corner of this tract; THENCE North 89001'12" West, departing the westerly right-of-way line of said Ferguson Parkway, along the northerly line of said Lot 1, Block A and crossing aforesaid 20.000 acre tract and aforesaid Tract II, a distance of 1273.96 feet to a point for corner in the west line of said Tract II and the east line of The Falls Phase 1A, an addition to the City of Anna, according to the plat filed of record in Cabinet O, Page 615 of the Plat records of Collin County, Texas, for the southwest corner of this tract; THENCE North 0°11'33" East, along the east line of said The Falls Phase 1A and the west line of said Tract II, a distance of a distance of 362.66 feet to a point for corner; THENCE North 0043'58" East, continuing along the east line of said The Falls Phase 1A and the west line of said Tract II, along the east lines of The Falls Phase 1 B, and addition to the City of Anna, Collin County Texas according to the plat filed of record in Cabinet P, Page 58 and The Falls Phase 2 an addition to the City of Anna, Collin County, Texas according to the plat filed of record in Cabinet P, Page 870, both of the Plat Records of Collin County, Texas, and the west lines of aforesaid 114.608 acre tract and aforesaid 34.986 acre tract, a distance of 1925.27 feet to a 5/8" iron rod found for the northeast corner of said The Falls Phase 2, common to the Exhibit A - The Property (4 of 4�. northwest corner of said 114.608 acre tract, being in the south line of that tract of land conveyed to QJR Partnership, LTD. according to the document filed of record in Volume 5106, Page 2380, Land Records of Collin County, Texas, and for the northwest corner of this tract; THENCE South 88046'15" East, along the south line of said QJR Partnership tract, the south line of aforesaid Two -J Partners tract, and the north line of said 114.608 acre tract, a distance of 1341.05 feet to the POINT OF BEGINNING and containing 69.784 acres (3,039,771) square feet of land, more or less. Exhibit B Roadway Facilities [10 pages follow.] Exhibit B — Roadway Facilities — Cover Page X W UJOH<«Aal 1. 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'Se+Z �Y15 9B [LL �.IZ wt Q � rc n® se E Pn n n o 0 r n Exhibit C Sewer Facilities [5 pages follow.] Exhibit C — Sewer Facilities — Cover Page 1 31Yo slmsu3d ,,.�----. etc neu vrz6ar.,Ya3 mmYsa36 s»ol «6LLLf sSt3°f�-toL6 Xtlad Saff yZLb6s31�NOHad. .9 f': b e 6`y [o i3s1@w 09+Z L SVX31 A1NnO0 NIMOO VNN30VAlo aj lS '', ,�0"6te5f 64'699 incl .S 13:0> 1 31Id0?!d oci (<` V-54 3'In Z :F 'R NVId 2l 3lLdlINdS.QJVIING VOlOO+E'V1S �11S=HUa® �Z 25 �N3O�9dYmn9% dOM IO31NdAN3n rw- 0 a W W 0 y?W W y 0 Z w yw F_ 3 3 ♦y th €ga o 0 - aoO- � �� 84 lir 3 i�iH 8�9�8 '', 3UHYVH d0 64'699 incl .S 13:0> 1 6[9 Ta 9 V-54 3'In Z LI+ZI b15 N 25 L9 �1l10..H 3 a Y �® FF i $Fyyz 8�M a } 1 w $ 3 fl',b M> a 40 ZG9,] t - b 55 3MI -V 16L+9 Y15 / { �l 0 501(9 100 .@>J Sa o mn e o O60L9 :] aa� a Ee ow FF i $Fyyz 8�M a 3 fl',b M> 1'L[9 xY a b 55 3MI -V 16L+9 Y15 / { 501(9 100 .@>J Sa o mn e o O60L9 :] aa� a Ee tt �a 96'6[9 96,3 b -45'.3W1 b'IY+G bt5 YL L9 �UW .@ 0P d vv � 1 � N VI ONi b OOi m O � b r � b b n m J rD b 0] m o a Of i M� � o q9 ! s 1 50699 .} Li r 3lON:. 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No SI tIL :] rc O o 567L4 + W ez zic vlla ° ^ •, I J ss �vn 00+I ro 921[ +A a m Z['42L ?11a 1 3tOVA %',b 15N00 X -ss xan aon bLs U4 r ss am ae+s bts u< '!no a a m ��m yE9 8 S « I r-52 3vn 4 96+{{ yis 1 : tt tL '1110 ,e = Cn LU a e_e I S 3WNt �-553X(1 69'idL )na n-,414.OJ Oo+I bls n � ' 6CIG x1,B] HCIG 'TII B -n a0{ :Y15 lG lL :1110 ,B n CG'LLL :] v i o E Y . m o i GS fLL::7 6 �'a 9n 1I - (1CaR o� I NIC �Alil U1iMAl bile m Exhibit D Estimated Roadway Construction Cost and Estimated Sewer Construction Cost [4 pages follow.] Exhibit D — Estimated Roadway Construction Cost and Estimated Sewer Construction Cost — Cover Page Avery Pointe 4-6 Exhibit D: Estimated Construction Cost ROADWAY FACILITIES Ferguson Parkway $ 583,609.60 A. Grading $ 7,425.00 B. Paving $ 377,449.50 C. Drainage $ 34,058.60 D. Engineering/Survey (12%) $ 50,271.97 E. Contingency (10%) $ 46,920.51 Subtotal - Ferguson Parkway $ 516,125.58 Hackberry Drive A. Grading $ 8,580.00 B. Paving $ 244,871.55 C. Drainage $ 66,675.95 D. Engineering/Survey (12%) $ 38,415.30 E. Contingency (10%) $ 35,854.28 Subtotal - Hackberry Drive $ 394,397.08 TOTAL - ROADWAY FACILITIES $ 910,522.66 SEWER FACILITIES A. Offsite Sanitary Sewer $ 583,609.60 B. Phase 4 Sanitary Sewer $ 34,544.20 C. Engineering/Survey (12%) $ 74,178.46 D. Contingency (10%) $ 69,233.23 TOTAL - SEWER FACILITIES $ 761,565.48 Lennar Homes / Kimley-Horn and Associates 1 of 4 4/12/2017 Avery Pointe 4-6 Exhibit D: Estimated Construction Cost FERGUSON PARKWAY Item No. Description Unit Quantity Unit Price Amount A. Ferguson Parkway -Grading 1 Iclearing and Grubbing AC 3 $ 625.00 $ 1,750.00 2 1 Unclassified Excavation CY 2,270 $ 2.50 $ 5,675.00 Subtotal Ferguson Parkway- Grading $ 7,425.00 Item No. _T Description Unit Quantity Unit Price Amount B. Ferguson Parkway - Paving C. Ferguson Parkway - Storm Drainage System 1 8" Street Pavememt SY 7,145 $ 42.75 $ 305,448.75 2 6" Lime Subgrade Preparation SY 7,627 $ 3.55 $ 27,075.85 3 Hydrated Lime (36#/SY) TON 140 $ 150.40 $ 21,056.00 4 Curb and Gutter LF 177 $ 45.80 $ 8,106.60 5 Remove Barricade and Connect to Existing EA 5 $ 872.75 $ 4,363.75 6 Connect to Existing Pavement EA 1 $ 683.40 $ 683.40 7 Type III Street Barricade EA 1 $ 988.35 $ 988.35 8 Remove Temporary Asphalt Pavement LF 274 $ 29.05 $ 7,959.70 9 Remove Existing Curb and Gutter LF 54 $ 23.65 $ 1,277.10 10 Pavement Header LF 25 $ 19.60 $ 490.00 Subtotal Ferguson Parkway- Paving LF 266 $ $ 377,449.50 Item No. _T Description Unit Quantity Unit Price Amount C. Ferguson Parkway - Storm Drainage System 1 18" RCP LF 244 $ 51.00 $ 12,444.00 2 30" RCP LF 22 $ 81.00 $ 1,782.00 3 12" Curb Inlet EA 3 $ 4,015.00 $ 12,045.00 4 3'X 3' WYE Inlet EA 1 $ 3,685.00 $ 3,685.00 5 Connect to Existing 18" pipe EA 1 $ 675.00 $ 675.00 6 Connect to Existing 30" pipe EA 1 $ 825.00 $ 825.00 7 Rock Rip Rap SY 22 $ 105.00 $ 2,310.00 8 Trench Safety LF 266 $ 0.10 $ 26.60 9 Testing LF 266 $ 1.00 $ 266.00 Subtotal Ferguson Parkway - Storm Drainage System $ 34,058.60 Lennar Homes / Kimley-Horn and Associates 2 of 4 4/12/2017 Avery Pointe 4-6 Exhibit D: Estimated Construction Cost HACKBERRY DRIVE Item No. Description FU7nItQuantity I Unit Price Unit Price Amount A. Hackberry Drive - Clearing and Grading 1 Clearing and Grubbing AC 1 $ 687.50 $ 825.00 2 1 Unclassified Excavation CY 2,820 $ 2.75 $ 7,755.00 Subtotal - Hackberry Drive Clearing and Grading: $ 8,580.00 Item No. I Description Unit Quantity I Unit Price Amount B. Hackberry Drive - Paving 1 8" Street Pavement SY 3,870 $ 46.52 $ 180,028.53 2 6" Lime Subgrade Preparation SY 4,160 $ 3.91 $ 16,244.80 3 Hydrated Lime (36#/SY) TON 80 $ 165.44 $ 13,235.20 4 Remove Barricade and Connect to Existing LF 1 $ 960.03 $ 960.03 5 5' Sidewalk EA 1,240 $ 25.96 $ 32,190.40 6 Pavement Header EA 25 $ 21.56 $ 539.00 7 Type III Street Barricade EA 1 $ 1,087.19 $ 1,087.19 8 IStop Sign (With Street Name Blades) LF 1 $ 342.54 $ 342.54 9 Street Name Blade Signs LF 1 $ 243.87 $ 243.87 Subtotal - Hackberry Drive Paving: $ 244,871.55 Item No. I Description L Unit Quantity I Unit Price Amount C. Hackberry Drive - Storm Drainage Systems 1 21" RCP LF 80 $ 48.40 $ 3,872.00 2 4' X 4' RCB LF 165 $ 247.50 $ 40,837.50 3 10' Curb Inlet (Recessed) EA 2 $ 4,180.00 $ 8,360.00 4 4'X 4' TxDOT SW -0 Headwall EA 1 $ 6,050.00 $ 6,050.00 5 Connect to Existing Storm Sewer EA 2 $ 742.50 $ 1,485.00 6 Rock Rip Rap EA 50 $ 115.50 $ 5,775.00 7 Trench Safety1 LF 245 $ 0.11 $ 26.95 8 ITesting I LF 245 $ 1.10 $ 269.50 Subtotal - Hackberry Drive Storm Drainage System: $ 66,675.95 Lennar Homes / Kimley-Horn and Associates 3 of 4 4/12/2017 Avery Pointe 4-6 Exhibit D: Estimated Construction Cost Item No. T Description B. Sanitary Sewer System - Phase 4 Line SS -1 Station 1+00 to 4+32 OFFSITE SANITARY SEWER Quantity I Unit Price Amount 1 8" SDR 35 PVC Sanitary Sewer Line Item 332 $ 35.00 $ 11,620.00 2 4' Diameter Type "S" Manhole w/Raven 405 Coating per City of Anna Specs EA No. Description Unit Quantity 8,040.00 Unit Price EA Amount A. Sanitary Sewer System - Offsite Sanitary Sewer Line SS -A Station 3+00 to 27+55 1,385.00 $ 1,385.00 4 6" Concrete Pavement Remove & Replacement SY 70 1 4" SDR 35 PVC Sanitary Sewer Line LF 13 $ 95.00 $ 1,235.00 2 8" SDR 35 PVC Sanitary Sewer Line LF 1,036 $ 144.00 $ 149,184.00 3 8" SDR 26 PVC Sanitary Sewer Line LF 635 $ 177.00 $ 112,395.00 4 4' Diameter Manhole w/ Raven 405 Coating per City of Anna Specs EA 10 $ 5,675.00 $ 56,750.00 5 5' Diameter Manhole w/ Raven 405 Coating per City of Anna Specs EA 1 $ 12,350.00 $ 12,350.00 6 5' Diameter Drop Manhole w/ Raven 405 Coating per City of Anna Specs EA 1 $ 14,900.00 $ 14,900.00 7 Connect to Existing Manhole EA 5 $ 1,770.00 $ 8,850.00 8 Sanitary Sewer Line By Bore With 16" Steel Encasement LF 135 $ 303.00 $ 40,905.00 9 Remove Existing 8" Sanitary Sewer Line EA 368 $ 24.00 $ 8,832.00 10 Remove and Replace Asphalt Sidewalk SF 1,280 $ 6.60 $ 8,448.00 11 Remove and Replace Rock Rip Rap SY 126 $ 105.00 $ 13,230.00 12 Remove and Replace Existing Light Pole EA 1 $ 5,500.00 $ 5,500.00 13 Remove and Replace Existing 5' Sidewalk SF 450 $ 8.80 $ 3,960.00 14 Trench Safety LF 2,356 $ 0.10 $ 235.60 15 Testing LF 2,356 $ 1.00 $ 2,356.00 16 Rem & Rep Concrete Street Paving SY 110 $ 176.00 $ 19,360.00 17 Traffic Control LS 1 $ 1,650.00 $ 1,650.00 18 Adjust Manhole Invert EA 2 $ 650.00 $ 1,300.00 19 Rem and Disp existing Tree EA 1 $ 850.00 $ 850.00 20 Remove & Replace Wrough Iron Fence LF 25 $ 95.00 $ 2,375.00 21 8" PVC SDR -26 Pressure Rated Sanitary Sewer Line LF 672 $ 177.00 $ 118,944.00 Subtotal Sanitary Sewer System - Offsite Sanitary Sewer Line SS -A Station 3+00 to 27+55 1$ 583,609.60 Item No. T Description B. Sanitary Sewer System - Phase 4 Line SS -1 Station 1+00 to 4+32 Unit Quantity I Unit Price Amount 1 8" SDR 35 PVC Sanitary Sewer Line LF 332 $ 35.00 $ 11,620.00 2 4' Diameter Type "S" Manhole w/Raven 405 Coating per City of Anna Specs EA 2 $ 4,020.00 $ 8,040.00 3 Connect to Existing Manhole EA 1 $ 1,385.00 $ 1,385.00 4 6" Concrete Pavement Remove & Replacement SY 70 $ 165.00 $ 11,550.00 5 4' Sidewalk Removal .& Replacement LF 11 $ 44.00 $ 484.00 6 3' Concrete Flume Removal & Replacement LF 10 $ 110.00 $ 1,100.00 7Trench Safety LF 332 $ 0.10 $ 33.20 8 Testing LF 332 $ 1.00 $ 332.00 Subtotal Sanitary Sewer System - Phase 4 Line SSA Station 1+00 to 4+32 $ 34,544.20 Lennar Homes / Kimley-Horn and Associates 4 of 4 4/12/2017