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Resolution 2024-18 RESOLUTION NO. 2024-18(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE,TEXAS, AMENDING RESOLUTION NO. 2023-08(R), AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS, TO EXECUTE AN ASSIGNMENT AND FIRST AMENDMENT TO A CHAPTER 380 GRANT AGREEMENT BY AND BETWEEN THE CITY OF WYLIE,AGAPE RESOURCE & ASSISTANCE CENTER,INC.,AND JERICHO VILLAGE,LLC. NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS,THAT: SECTION 1: The City Manager of the City of Wylie, Texas, is hereby authorized to execute, on behalf of the City Council of the City of Wylie, Texas, an Assignment and First Amendment to a Chapter 380 Grant Agreement by and between the City of Wylie, Texas and Agape Resource & Assistance Center, Inc. SECTION 2: This Resolution shall take effect immediately upon its passage. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas, this the 13th day of August, 2024. atthew Porter, Mayor ATTEST: r ♦ (���V�+'vim" / Stephanie Storm, City Secretary Resolution No. 2024-18(R) Agape Resource& Assistance Center, Inc. Page 1 of 1 AFTER RECORDING RETURN TO: City Lof Wylie Attention: City Manager 300 Country Club Road Wylie,TX 75098 AMENDED AND RESTATED DECLARATION OF DEED RESTRICTION This Amended and Restated Declaration of Deed Restrictions ("Declaration") is made this 13`" day of August, 2024 (the "Effective Date") by JERICHO VILLAGE, LLC, a Texas limited liability company ("Declarant") as an amendment to that certain Declaration of Deed Restriction effective April 11, 2023. WHEREAS, the real property subject to this Declaration is located in Wylie, Collin County, Texas, and is more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "PropertX"); and WHEREAS, Declarant is the sole owner of the Property; and WHEREAS, Declarant, as the owner of the Property, intends by the recording of this Declaration to subject the Property to the restrictions hereinafter set forth for the mutual benefit of the Declarant, the City of Wylie, Texas, and the present and future owners of any and all portions of the Property and their respective heirs, executors, successors, assigns, grantees, mortgagees and tenants of all or part of the Property; and WHEREAS, Declarant hereby declares that the Property shall be held, sold, conveyed, encumbered, mortgaged, hypothecated, leased, used, occupied and improved subject to the restrictions set forth in this Declaration. NOW THEREFORE, Declarant hereby declares as follows: 1. Restriction on Use of Property. The Property shall be developed, used and operated for affordable housing so that at least 90%of the units serve individuals and families earning 80% or less of the then-current Area Median Family Income (AMFI) for the Wylie, Texas area, as set or established by the U.S. Department of Housing and Urban Development (HUD) or equivalent (collectively, the "Restriction"). Notwithstanding the foregoing, should Declarant be unable to lease the foregoing units to tenants that satisfy the foregoing income restriction despite the Declarant's best efforts and due diligence, then, with prior consultation and consent from the City of Wylie, Texas, the Declarant may lease the foregoing units free of the Restriction. 2. Enforcement and Amendment. a. The Restriction set forth herein: (i) shall be considered a "covenant running with the land"; and (ii) will bind Declarant, its successors and assigns, and all present and future owners of any and all portions of the Property and their respective heirs, executors, successors, assigns, grantees, mortgagees and tenants of all or part of the Property. The provisions of this Declaration inure to the benefit of the City of Wylie, Texas, and are enforceable by the City of Wylie, Texas. In the 1 3995904 event of a violation of the Restriction, the City of Wylie, Texas and/or Declarant will have the right to seek injunctive or any other legal or equitable relief in connection with such violation and to recover from the person or entity responsible for the violation all of its expenses and costs incurred in connection therewith, including, but not limited to, attorney's fees and court costs. b. The Restriction hereunder encumbering the Property: (i) shall inure to the benefit and may be enforced by the City of Wylie, Texas, Declarant or Declarant's successors or assigns; (ii) may be modified only with the written consent of the City of Wylie, Texas and Declarant or Declarant's successors or assigns, which said written consent must be acknowledged and recorded in the Official Public Records of Collin County, Texas; and (iii) shall remain in effect and bind the Property from the date of recording in the Official Public Records of Collin County, Texas, for a term of ten (10) years unless a written instrument of waiver, amendment, or termination has been recorded in such public records expressly modifying or terminating this Declaration, in which case this Declaration shall be modified or terminated as specified therein. C. If any provision of this Declaration shall be unlawful, void or voidable for violation of the rule against perpetuities, then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of George H.W. Bush, the 41st President of the United States of America. Declarant has executed this Declaration to be effective as of the Effective Date. DECLARANT: JERICHO VILLAGE, LLC , a Texas limited liability company By: Name: Title: Date executed: STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this day of 52024, personally appeared , as and duly authorized representative of a known to me to be one of the persons whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf thereof. Notary Public, State of Texas 2 3995904 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY BEING a tract of land situated in the S.B. Shelby Survey, Abstract No. 820 of Collin County, Texas and being all of a called 2.4721 acre tract of land conveyed to KEP Brown Street Village, L.P. as recorded in County Clerk No. 20060327000390640 of the Official Public Records of Collin County, Texas and being more particularly described in metes and bounds as follows: BEGINNING in the south Right-of-Way (ROW) line of West Brown Street at a 1/2" iron rod with plastic cap stamped "4613" set for the northwest corner of the called 2.4721 acre tract of land and said capped iron rod being the northeast corner of a called 0.500 acre tract of land conveyed to Spirit Master Funding VI, LLC as recorded in County Clerk No. 20140409000340620 of the Official Public Records of Collin County, Texas; THENCE S 88059'08" E with the south ROW of West Brown Street a distance of 323.09' to a 1/2" iron rod with plastic cap stamped "4613" set for the west corner of a corner clip conveyed to the City of Wylie in County Clerk No. 20110624000655820 of the Official Public Records of Collin County, Texas; THENCE S 44014'55" E along said corner clip a distance of 24.39' to a 1/2" iron rod with plastic cap stamped "4613" set for corner in the west ROW of Winding Oaks Drive, a 50' ROW; THENCE S 01°00'52" W with the west ROW of Winding Oaks Drive a distance of 168.31'to a 1/2" iron rod with plastic cap stamped "4613" set for corner at the beginning of a curve to the right; THENCE with said curve to the right following the west ROW of Winding Oaks Drive with an arc length of 62.84', with a radius of 225.00', with a chord bearing of S 09°00'56" W, with a chord length of 62.64', to a 1/2" iron rod with plastic cap stamped "4613" set for the southeast corner of the called 2.4721 acre tract of land and said capped iron rod also being the northeast corner of Lot 18, Block F of Rustic Oaks, Phase One, an addition to the City of Wylie as shown on the Plat thereof recorded in Cabinet D, Page 198 of the Plat Records of Collin County Texas; THENCE N 89042'08" W a distance of 128.98' to a 1/2" iron rod with plastic cap stamped "4613" set for the northwest corner of said Lot 18; THENCE S 70041'52" W a distance of 249.89' to a 1/2" iron rod with plastic cap stamped "4613" set for corner in the north line of Lot 14, Block F of said Rustic Oaks, Phase One; THENCE N 70039'08" W a distance of 60.72' to a 1/2" iron rod with plastic cap stamped "4613" set for the northern most corner of Lot 13, Block F of said Rustic Oaks, Phase One and said capped iron rod also being the northeast corner of Lot 1, Block F of Rustic Oaks, Phase Three, an addition to the City of Wylie as shown on the Plat thereof recorded in Cabinet D, Page 200 of the Plat Records of Collin County Texas; THENCE N 20057'04" E a distance of 141.36' to a 1/2" iron rod with plastic cap stamped "4613" set for the northeast corner of a called 0.438 acre tract of land conveyed to Jonvitch, Inc. as recorded in Volume 3925, Page 1455 of the Deed Records of Collin County, Texas; THENCE N 70023'49" W with the north line of the called 0.438 acre tract of land a distance of 24.54' to a 1/2" iron rod with plastic cap stamped "4613" set for the southeast corner of the called 0.500 acre tract of land; THENCE N 21°04'50" E with the east line of the called 0.500 acre tract of land a distance of 187.45' to the POINT OF BEGINNING, and containing 107,669 Square Feet or 2.472 acres of land. 3 3995904 ASSIGNMENT AND FIRST AMENDMENT—CHAPTER 380 AGREEMENT THIS ASSIGNMENT AND FIRST AMENDMENT — CHAPTER 380 AGREEMENT (this "First Amendment"), is entered into and is effective as of the day of , 2024, by and among the CITY OF WYLIE, TEXAS, a Texas home-rule city ("City"), AGAPE RESOURCE&ASSISTANCE CENTER, INC., a Texas nonprofit 501 (c) 3 tax exempt corporation ("Agape") and JERICHO VILLAGE, LLC, a Texas limited liability company ("Jericho"). WITNESSETH: WHEREAS, City and Agape entered into that certain Chapter 380 Agreement dated May 16, 2023 recorded October 10, 2023 as document number 2023-2023000116602 in the records of the Collin County Clerk of Collin County, Texas, (the "Agreement"), to facilitate Agape's proposed development of that certain parcel of land containing 2.4573± acres, situated in the City of Wylie, Collin County, Texas, located on the Property, as those terms are defined in the Agreement; and WHEREAS, Agape and Jericho represent and warrant that Jericho is a wholly owned subsidiary of Agape,its only member, and is treated as an integral part of Agape for federal income tax purposes, i.e., it is treated as part of a 501 (c) 3 tax exempt non-profit organization; and WHEREAS,Agape desires to assign the Agreement to Jericho and Jericho desires to accept assignment of the Agreement from Agape; and WHEREAS, City is willing to consent to the assignment of the Agreement from Agape to Jericho in reliance on the representations and warranties made herein; and WHEREAS, City and Jericho desire to modify and amend the Agreement in certain respects, as more particularly set forth in this First Amendment. NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants and agreements contained herein and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, City, Agape, and Jericho agree to amend and modify the Agreement as follows: 1. Defined Terms. Capitalized terms used but not defined in this First Amendment will have the meanings given to them in the Agreement. 2. Assignment and Assumption. Agape hereby assigns all of its rights and obligations under the Agreement to Jericho. Jericho accepts assignment of the Agreement from Agape and assumes the rights and obligations of Agape as "Company" under the Agreement. City hereby consents to the assignment and assumption of the Agreement from Agape to Jericho. 3. Modification of Performance Requirements. Section 3 (Performance Requirements) of the Agreement is amended to read as follows: Assignment and First Amendment—Chapter 380 Agreement—Page 1 3994006(1) "The following conditions must be satisfied by the Company in order for the Company to qualify for the Grant (collectively, the "Performance Requirements"): a. The Company shall obtain or cause to be obtained a building permit for the Facilities, pay to the City all applicable permit fees, impact fees and other fees and cause the commencement of construction of the Facilities on the Property on or before December 31, 2024. For purposes of this section, "commencement of construction" shall mean (i) the issuance of a building permit for the Facilities; (ii) the issuance of a notice to proceed to a third-party contractor, and (iii) the start of grading of the Property for the Facilities; and b. The Company shall invest at least $6.5 million in real property improvements and business personal property in the Facilities, including the cost of the land, related to the development of the Facilities on the Property on or before December 31, 2026; and c. The Company shall obtain a permanent Certificate of Occupancy from the City for the Facilities and occupy the Facilities on or before December 31, 2026; and d. The Company shall comply with that certain Amended and Restated Declaration of Deed Restriction dated , 2024, relating to use of the Property (which the parties hereby agree supersedes that certain Declaration of Deed Restrictions dated April 11, 2023)provided however the Grant shall be paid within thirty(30) days after the other Performance Requirements are met; and e. Building Materials Standards. (1) In the construction, renovation, maintenance and alteration of any existing or future building on the Property, including the Facilities, Company shall not use or install, or permit the use or installation of, any building product or material or aesthetic method that does not comply with the Building Materials Standards, notwithstanding any conflicting provision of Chapter 3000 of the Texas Government Code, as it exists or may be amended. Company also shall comply with any City-approved fagade plans for the Property, as they exist or may be amended by City, notwithstanding any conflicting provision of Chapter 3000 of the Texas Government Code,as it exists or may be amended. Company voluntarily consents and agrees to comply with this Agreement, the Building Materials Standards and any approved fagade plan(s) in the construction, renovation, maintenance and alteration of any existing or future building on the Property. (ii) City designates the Property for its historical, cultural or architectural importance and significance pursuant to Section 3000.002(d)of the Texas Government Code. Company voluntarily consents and agrees to such designation. Company voluntarily waives any rights or protections that may exist under Chapter 3000 of the Texas Government Code, as it exists or may be amended, with respect to any existing or future building on the Property, and further agrees that City's right to enforce the Building Materials Standards arise from this Agreement and not from Assignment and First Amendment—Chapter 380 Agreement—Page 2 3994006(1) a rule, charter provision, ordinance, order, building code or other regulation of City. Company agrees that City is entitled to amend, revise, supplement and otherwise modify the Building Materials Standards in City's sole discretion. (iii) The obligations under this Agreement relating to the Building Materials Standards shall be automatically null, void and of no legal effect in the event that Chapter 3000 of the Texas Government Code is repealed or amended such that City's authority to enforce the Building Materials Standards is not limited or preempted in any way under Texas law. f. In the event the Company fails to maintain the Property in accordance with the Amended and Restated Declaration of Deed Restriction dated , 2024, at any time during the period beginning on the date of issuance of a permanent Certificate of Occupancy for the Facilities and ending on the 10th anniversary of such date, the Company shall repay the entire amount of the Grant to City within 30 days of the City sending notice of such violation to the Company, notwithstanding any statement to the contrary in this Agreement. g. Upon issuance of the final certificate of occupancy and issuance of grant reimbursement, the Grant Agreement will be released. The Company shall provide to the City documents satisfactory to the City that the Company has satisfied all of the Performance Requirement set forth above." 4. Modification of Section 5(c). Section 5(c) (Default) of the Agreement is amended to read as follows: (c) This Agreement shall terminate upon the occurrence of any one of the following: (i) the execution by both parties of a written agreement terminating this Agreement; (ii) intentionally deleted due to the addition of Section 3(g); or (iii) at the option of the non-defaulting party(subject to the notice and cure and other provisions of Section 5(b)), after an Event of Default." 5. Ratification. As expressly modified by this First Amendment, the Agreement is hereby ratified and confirmed by City and Jericho. 6. Counterparts; Transmission. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. Transmission of an executed signature page of this First Amendment by email will be effective to create a binding agreement. Assignment and First Amendment—Chapter 380 Agreement—Page 3 3994006(l) IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day and year first above written. CITY: CITY OF WYLIE, TEXAS a home-rule municipality By: Brent Parker, City Manager Date executed: STATE OF TEXAS § COUNTY OF COLLIN § BEFORE ME, the undersigned authority, on this day of 2024, personally appeared Brent Parker, City Manager and duly authorized representative for the CITY OF WYLIE, TEXAS, known to me to be one of the persons whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf thereof. Notary Public, State of Texas AGAPE: Agape Resource &Assistance Center, Inc. a Texas nonprofit corporation By: Janet Collinsworth, Founder& Exec. Director Date executed: Assignment and First Amendment—Chapter 380 Agreement—Page 4 3994006(1) STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this_day of 2024, personally appeared , as and duly authorized representative of -, a known to me to be one of the persons whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf thereof. Notary Public, State of Texas JERICHO: Jericho Village, LLC a Texas limited liability company By: Janet Collinsworth, Founder& Exec. Director Date executed: STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this_day of 2024, personally appeared , as and duly authorized representative of . a known to me to be one of the persons whose name is subscribed to the foregoing instrument, and who acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated on behalf thereof. Notary Public, State of Texas Assignment and First Amendment—Chapter 380 Agreement—Page 5 3994006(1)