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2025-07-08 Work Session & Regular Meeting Packet
AGENDA City Council Work Session Tuesday, July 8, 2025 @ 5:30 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet in a Closed Session on Tuesday, July 8, 2025 at 5:30 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the following items. 1.Call to Order, Roll Call, and Establishment of Quorum. 2.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). City of Grand Prairie, et al. v. State of Texas, et al., 53rd District Court, Travis County, Texas, Cause No. D-1-GN-23-007785. b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Manager The Council further reserves the right to enter into Executive Session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 3.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 4.Adjourn. This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s Website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 07/04/2025. Carrie L. Land, City Secretary 1.The Council may vote and/or act upon each of the items listed on this Agenda. 2.The Council reserves the right to retire into executive session concerning any of the items listed on this Agenda, whenever it is considered necessary and legally justified under the Open Meetings Act. 3.In accordance with the Americans with Disabilities Act, it is the policy of the City of Anna to offer its public programs, services, and meetings in a manner that is readily accessible to everyone, including individuals with disabilities. If you are a person with a disability and require information or materials in an appropriate alternative format, or if you require any other accommodation, please contact the ADA Coordinator at least 48 working hours in advance of the event by emailing adacompliance@annatexas.gov. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility. AGENDA City Council Meeting Tuesday, July 8, 2025 @ 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna will meet on Tuesday, July 8, 2025 at 6:00 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the following items. Welcome to the City Council meeting. If you wish to speak on an Open Session agenda item, please fill out the Opinion/Speaker Registration Form and turn it in to the City Secretary before the meeting starts. 1.Call to Order, Roll Call, and Establishment of Quorum. 2.Invocation and Pledge of Allegiance. 3.Neighbor Comments. At this time, any person may address the City Council regarding an item on this meeting Agenda that is not scheduled for public hearing. Also, at this time, any person may address the City Council regarding an item that is not on this meeting Agenda. Each person will be allowed up to three (3) minutes to speak. No discussion or action may be taken at this meeting on items not listed on this Agenda, other than to make statements of specific information in response to a citizen's inquiry or to recite existing policy in response to the inquiry. 4.Reports. Receive reports from Staff or the City Council about items of community interest. Items of community interest include: expression of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen (but not including a change in status of a person's public office or public employment); a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; and announcements involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the Agenda. a.Review of 89th Texas Legislative Session (Assistant City Manager Taylor Lough) 5.Consent Items. These items consist of non-controversial or "housekeeping" items required by law. Items may be considered individually by any Council Member making such request prior to a motion and vote on the Consent Items. a.Approve City Council Meeting Minutes for June 24, 2025, and June 30, 2025. (City Secretary Carrie Land) b.Review Minutes of the May 1, 2025, Joint Community Development Corporation and Economic Development Corporation Board Meeting. (Director of Economic Development Bernie Parker) c.Review Minutes of the May 22, 2025, Special Called Joint Community Development Corporation and Economic Development Corporation Board Meeting. (Director of Economic Development Bernie Parker) d.Approve a Resolution suspending Oncor Electric Delivery Company's requested rate change. (City Secretary Carrie Land) 6.Items For Individual Consideration and Public Hearings. At the time and place of any public hearing held during this meeting, all persons who desire will have an opportunity to be heard in opposition to or in favor of the ordinance, application, or other proposed item. a.Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding a request to annex 808± acres at FM 455 and Cowan Road. (ANX 25-0003) (Director of Development Services Stephanie Scott-Sims, AICP) b.Consider/Discuss/Action on the adoption of an Ordinance Authorizing the Issuance and Sale of up to $85,500,000 City of Anna, Texas Combination Tax and Revenue Certificates of Obligation, Series 2025 to fund New Police Station and Wastewater Treatment Plant Expansion Project; Levying an Annual Ad Valorem Tax and Providing for the Security for and Payment of said Certificates of Obligation; Approving an Official Statement; and Enacting other Provisions relating to the Subject. (Budget Manager Terri Doby) c.First reading of a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. (Director of Economic Development Bernie Parker) d.Second reading of a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. (Director of Economic Development Bernie Parker) e.Consider/Discuss/Action on a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. (Director of Economic Development Bernie Parker) f.Consider/Discuss/Act on a Professional Services Agreement for Executive Recruiting Services (Acting City Manager Marc Marchand) 7.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). City of Grand Prairie, et al. v. State of Texas, et al., 53rd District Court, Travis County, Texas, Cause No. D-1-GN-23-007785. b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).City Manager The Council further reserves the right to enter into Executive Session at any time throughout any duly noticed meeting under any applicable exception to the Open Meetings Act. 8.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. 9.Adjourn. This is to certify that I, Carrie L Land, City Secretary, posted this Agenda on the City’s website (www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m. on 07/04/2025. Carrie L. Land, City Secretary 1.The Council may vote and/or act upon each of the items listed in this Agenda. Notwithstanding the foregoing or any other statement in this Agenda, the Council shall not take action on any item until after providing an opportunity for public testimony under the "Neighbor Comments" item or after any public hearing held under applicable law. 2.The Council reserves the right to retire into closed executive session concerning any of the items listed on this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act. 3.In accordance with the Americans with Disabilities Act, it is the policy of the City of Anna to offer its public programs, services, and meetings in a manner that is readily accessible to everyone, including individuals with disabilities. If you are a person with a disability and require information or materials in an appropriate alternative format, or if you require any other accommodation, please contact the ADA Coordinator at least 48 working hours in advance of the event by emailing adacompliance@annatexas.gov. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility. Item No. 4.a. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: AGENDA ITEM: Review of 89th Texas Legislative Session (Assistant City Manager Taylor Lough) SUMMARY: Staff will provide a presentation outlining bills affecting local governments and reviewing the 89th State of Texas Legislative Session. FINANCIAL IMPACT: This item is for informational purposes. The item itself has no financial impact. BACKGROUND: Resolution 2025-04-1767 was adopted by the City Council on April 22, 2025, identifying key legislative positions that are in the best interest of the City of Anna. The Anna City Council encourages members of the 89th Texas Legislature to: 1. Preserve Local Authority: Advocate against state preemption of municipal powers to ensure decisions reflect local community needs. 2. Enhance Public Safety: Seek funding and legislative support for law enforcement resources, emergency response capabilities, and community policing initiatives. 3. Invest in Infrastructure: Prioritize funding for transportation improvements, water and sewer systems, and other critical infrastructure to support growth and development. 4. Promote Economic Development: Support policies and programs that attract businesses, foster entrepreneurship, and expand the local economy STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Neighborly. ATTACHMENTS: Item No. 5.a. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: AGENDA ITEM: Approve City Council Meeting Minutes for June 24, 2025, and June 30, 2025. (City Secretary Carrie Land) SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: 1. 2025-06-24 Minutes 2. 2025-06-30 Minutes Regular City Council Meeting Meeting Minutes Tuesday, June 24, 2025 @ 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met on Tuesday, June 24, 2025, at 6:00 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the following items. 1.Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 6:00 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Stan Carver ll Deputy Mayor Pro Tem Elden Baker Council Member Kevin Toten Council Member Kelly Herndon Council Member Manny Singh Members Absent: Council Member Jody Bills 2.Invocation and Pledge of Allegiance. Mayor Pro Tem Carver led the Invocation and Pledge of Allegiance. 3.Neighbor Comments. Mr. Luscombe submitted his support of Item 7.d., Surdukan Development Plat. Mr. Surdukan spoke in support on Item 7.d., Surdukan Development Plat. 4.Reports. a.City Secretary to Administer the Oath of Office to newly elected Council Member Nathan Bryan, Place 2. (City Secretary Carrie Land) City Secretary Carrie Land administered the Oath of Office to newly elected Council Member Place 2, Nathan Bryan. Council Member Bryan took his seat at the dais. b.CDC/EDC Annual Developers' Forum (Assistant Director of Economic Development Natasha Roach) Assistant Director of Economic Development Natasha Roach reported on the EDC Forum to be held on July 17, 2025, starting at 8:00 a.m. at the Anna Municipal Complex. 5.Work Session. a.Provide a presentation of the City of Anna 2025-2026 Strategic Work Plan (Assistant City Manager Taylor Lough) Assistant City Manager Taylor Lough provided Council with an update on the 2025-2026 Strategic Work Plan. b.Provide a presentation on the City of Anna HFC/PFCs (Director of Economic Development Bernie Parker) Director of Economic Development Parker introduced Mr. Tim Nelson of Hilltop Securities, and Ryan Bowen of Chapman and Cutler, who made a presentation on the HFC/PFC program and projects. The Anna Housing Finance Corporation (AHFC) was created in 2021 by the City of Anna and operates pursuant to Chapter 394, Local Government Code, as amended. The AHFC plays a key role in the financing of affordable rental housing developments in the City through the issuance of tax-exempt private activity bonds that are typically also financed with the Low-Income Housing Tax Credits (LIHTCs). The primary function of the AHFC is to issue single-family and multi- family bonds for the financing of reasonably priced housing. The Anna Public Facility Corporation (APFC) was created in 2021 by the City of Anna and operates pursuant to Chapter 303, Local Government Code, for the purpose of assisting the City in financing, refinancing, or providing public facilities. The APFC provides for the acquisition, construction, rehabilitation, renovation, repair, and furnishings of public facilities in the City. The APFC may also serve as an additional bond issuer to significantly expand its access to private activity bond cap for financing affordable housing in the City of Anna. 6.Consent Items. Council Member Herndon requested Items b. and e. be removed from the Consent Agenda. MOTION: Council Member Toten moved to approve Consent Items a, c and d. Council Member Herndon seconded. Motion carried 7-0. a.Approve City Council Meeting Minutes for June 10, 2025, and June 17, 2025. (City Secretary Carrie Land) b.Review Monthly Financial Report for the Month Ending May 31, 2025. (Budget Manager Terri Doby) The City of Anna's financial policies require the publication of a monthly financial report. Enclosed in the report is an executive dashboard that provides a high- level look at major funds along with detailed reporting of sales tax collections. The financial condition of the City remains strong and the reported funds adhere to fund balance requirements. MOTION: Council Member Herndon moved to approve. Council Member Toten seconded. Motion carried 7-0. c.Approve of a Resolution awarding the Riggins Street Pavement & Drainage Improvements project to Ratliff Hardscape, Ltd.(CIP Manager Muhamad Madhat) d.Approve a Resolution authorizing the City Manager to execute a Wholesale Wastewater Contract by and between the City of Anna, Texas and the City of Van Alstyne, Texas. (Assistant City Manager Greg Peters, P.E.) e.Approve a Third Amendment to Sherley Tract Subdivision Improvement Agreement (City Manager Ryan Henderson) The Third Amendment to the Original Agreement proposes two substantive changes: 1. Deletion of Section 5.9: The amendment removes the Developer’s obligation to construct the restaurant, water feature, and associated non-residential improvements. With the deletion of Section 5.9, the City acknowledges it will not withhold efforts to levy assessments or issue bonds on the basis of the Developer’s previous commitments under that section. 2. Expansion of Roadway Obligations: In exchange for the removal of Section 5.9 requirements, the Developer agrees to undertake the construction of additional public infrastructure, specifically two (2) lanes of Standridge Boulevard from Stockport to Rosamond (the “Additional Standridge Roadway Improvements”), to be completed within twelve (12) months following City approval of engineering plans. MOTION: Council Member Herndon moved to approve. Council Member Toten seconded. Motion carried 7-0. 7.Items For Individual Consideration and Public Hearings. a.Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding 703 E. White Street Zoning (ZONE 25-0002) (Planning Manager Lauren Mecke) A request to rezone one lot on 4.2± acres on the north side of E. White Street, 500± feet east of Smith Street, from Single-Family Estate (SF-E) to Regional Commercial (C-2). CASE OVERVIEW The property currently has a single-family detached dwelling on it. The property owner requested to rezone the property for commercial uses. Staff mailed public hearing notices to surrounding property owners in accordance with state law. To date, staff have not received responses to the notifications. Direction Land Use Zoning Comprehensive Plan North Single-Family Home AG Suburban Living East Single-Family Home SF-1 Suburban Living South Single-Family Homes and Vacant Commercial lot SF-Z/SF-60/SF- 72/C-2 (Ord. No. 1027-2023-01) Urban Living West Single-Family Home SF-1 Suburban Living COMPATIBILITY CONSIDERATIONS Future Land Use Plan (FLUP): Suburban Living (SL) Suburban Living neighborhoods consist predominantly of single-family housing on detached lots. Home sites are in platted subdivisions with connections to public utilities, residential streets and sidewalks, open space, parks and amenities. This PlaceType is found near neighborhood commercial and commercial centers. Suburban living provides the population necessary to support the nearby commercial and professional office uses within the surrounding corridors. Residential uses are typically self-contained with a buffer from non-residential developments through transitional uses and landscaped areas. Lot sizes in Suburban Living are typically less than 1 acre. Primary Land Use: Single-family detached homes, parks and open spaces, neighborhood-serving amenities. Secondary Land Use: Civic and institutional uses Downtown Master Plan: Transitional Development within the Downtown Neighborhood District The following primary building types are appropriate in the Transitional Development areas: Mixed-use, office, storefront retail, restaurants, urban attached residential, detached residential, cottage residential. Thoroughfare Plan: Major Arterial E. White Street (Farm-to-Market 455) is a Texas Department of Transportation (TXDOT) right-of-way. CONCLUSION The purpose of the Regional Commercial (C-2) District zoning is for the development of larger retail and office uses along Major Arterials to service the greater region. Although C-2 District zoning would typically not be appropriate within the Suburban Living classification, the property's location is on the fringe of the Downtown Neighborhood District along a Major Arterial road and therefore conforms to the Comprehensive Plan. At the June 2, 2025 Planning & Zoning Commission Meeting, the Commission voted 5-0 (unanimous) to recommend approval to the City Council. Mayor Cain opened the public hearing at 7:16 PM. No comments were made. Mayor Cain closed the public hearing at 7:16 PM. MOTION: Mayor Pro Tem Carver moved to approve. Council Member Herndon seconded. Motion carried 7-0. AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S COMPREHENSIVE PLAN, ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. (Property rezoned under this ordinance is located on the north side of E. White Street, 500± feet east of Smith Street) b.Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding The Villages at Waters Creek Planned Development (PD 25-0002) (Planning Manager Lauren Mecke) HISTORY 2020 - City Council approved a repeal of previous Planned Developments under Ordinance No. 129A-2004 and Ordinance No. 667-2014 and replaced them with the Villages of Waters Creek Planned Development (Ordinance No. 861-2020). 2022 - City Council approved an amendment to the Planned Development (Ordinance No. 978-2022) to increase the size of the MF-2 Multiple-Family - High Density (MF-2) tract. 2025 - City Council approved a Dedication and Park Fee Agreement for 12.6± acres within the Planned Development for parkland dedication of Carol Park. CASE OVERVIEW The property owner requested an amendment to the existing Planned Development zoning. A concept plan is associated with this request and is attached as Exhibit B. Staff mailed public hearing notices to surrounding property owners in accordance with state law. To date, staff have not received responses to the notifications. Additionally, the applicant contacted the neighbors prior to the staff notice. Direction Land Use Zoning Comprehensive Plan North Single-Family Residential Homes R-1 Suburban Living East Single-Family Residential Homes, Auto Repair - Light, and Self-Storage (Mini- Warehouse) SF-6.0/C-2 (Ord. No. 2000- 15)(Ord. No. 547- 2011) Community Commercial, Manufacturing and Warehouse, and Suburban Living South Single-Family Residential Homes SF-6.0 (Ord. No. 50-2003) Suburban Living West Retail Store and Multifamily C-2/MF-2 (Ord. No. 978-2022) Urban Living and Community Commercial COMPATIBILITY CONSIDERATIONS Future Land Use Plan (FLUP): Community Commercial (CC) and Urban Living (UL) Community Commercial development is typically characterized by small, freestanding buildings containing one or more businesses. Unlike larger shopping centers that may attract regional customers, Community Commercial developments primarily provide services for residents of surrounding neighborhoods. Business types may include restaurants, local retail, medical offices, banks and other retail and services. Urban Living are high density neighborhoods that support a variety of different housing types in a walkable development pattern. Urban neighborhoods are composed of a relatively compact network of streets that are easy to navigate by car, bike or on foot. They may contain one or more of the following housing types: Small lot, single-family detached, townhomes, duplexes, condominiums or apartments. In an urban neighborhood, housing is located within proximity to local retail and services that serve residents and surrounding neighborhoods. This PlaceType typically includes a higher intensity of uses developed in an urbane style that is supported by nodes of activity. Thoroughfare Plan: Major Arterial (W. White Street) Physical Features of the Site: The southeastern corner of the property contains a significant grade change between the site and Oak Hollow, Phase 4 to the east. A portion (12.6± acres) of the Planned Development on the west side of Persimmon Drive was deeded as parkland earlier this year. A Hike & Bike trail meanders through the park and will connect to the commercial tract along W. White Street. AMENDMENT The applicant requested the following: • Rezone the frontage along W. White Street from Local Commercial (C-1) to Regional Commercial (C-2) to allow for three restaurant tracts and a tract with a retail building, a childcare building and an auto repair/oil change building. • Maintain Tract 5 as Regional Commercial (C-2) to accommodate four office buildings; The current planned development zoning allows 90 single-family detached dwellings on 6,000-square-foot lots on Tracts 6 and 7. This request modifies the existing concept plan by: • Rezoning the northern part of the Single-Family Residential (SF-6.0) tract to Regional Commercial (C-2) to accommodate five, 1-story flex space/office buildings (shown as Tract 6 on the Concept Plan). • Rezoning the southern part of the Single-Family Residential (SF-6.0) tract to Mixed Density Residential District (MD) to accommodate 93 two-story single- family attached dwelling units. (Shown as Tract 7 on the Concept Plan). CONCLUSION The request is in conformance with the Comprehensive Plan, increasing the commercial footprint of the site, and increasing the single-family residential component by three units. At the June 2, 2025, Planning & Zoning Commission Meeting, the Commission voted 5-0 (unanimous) to recommend approval to the City Council. Mayor Cain opened the public hearing at 7:19 PM. No comments were made. Mayor Cain closed the public hearing at 7:20 PM. MOTION: Council Member Toten moved to approve. Deputy Mayor Pro Tem Baker seconded. Motion carried 7-0. AN ORDINANCE OF THE CITY OF ANNA, TEXAS AMENDING THE CITY’S ZONING MAP, AND ZONING ORDINANCE AND CHANGING THE ZONING OF CERTAIN PROPERTY AS DESCRIBED HEREIN; PROVIDING FOR SAVINGS, REPEALING AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; PROVIDING FOR A PENALTY CLAUSE NOT TO EXCEED $2,000 OR THE HIGHEST PENALTY AMOUNT ALLOWED BY LAW, WHICHEVER IS LESS; AND, PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. (Villages of Waters Creek; located on the south side of W. White Street, 1,315± feet west of Oak Hollow Lane) c.Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding The Post at Anna Zoning (PD 25-0003) (Director of Development Services Stephanie Scott-Sims) At its meeting on June 2, 2025, the Planning & Zoning Commission voted to recommend approval of the rezoning request subject to the following conditions: (1) On the hotel lot, limit the maximum building height to 70 feet. (2) On the restaurant/QSRs/convenience store commercial lots (Lots 1-3 and 5- 7), limit the maximum building height to 25 feet, as allowed in the Local Commercial (C-1) Zoning District. (3) The Multi-Family lot must meet the Multi-Family Open Space requirements set forth in the Zoning Ordinance. Staff recommended approval subject to the Planning & Zoning Commission's conditions. Mayor Cain opened the public hearing at 7:33 PM. Mayor Cain closed the public hearing at 7:37 PM. MOTION: Mayor Pro Tem Carver moved to deny. Council Member Toten seconded. Motion carried 6-1. Council Member Herndon opposed. d.Consider/Discuss/Action on a Resolution regarding the Planning & Zoning Commission’s denial of the Development Plat for Surdukan City, Block A, Lot 1 (DP 25-0002) and the applicant’s requests for waivers of certain subdivision regulations (City Manager Ryan Henderson) One residential lot located on 13.5± acres, 460± feet east of County Road 480, 1,500± feet north of W. Houston Street (FM 2862), located in the ETJ. The applicant requested an appeal of the Planning & Zoning Commission's denial of a Development Plat, and its recommendation of denial of the applicant’s associated requests for four waivers from Article 9.02 Subdivision Regulations. At the May 27, 2025, Council Meeting, staff presented the Council with a Resolution for denial of the applicant's requests. City Council directed staff to bring this item back to the June 10, 2025, Council Meeting. During the June 10, 2025, meeting, there was further discussion but no action was taken. At its meeting on May 5, 2025, the Planning & Zoning Commission voted 7-0 to recommend denial of the requested waivers and the Development Plat to the City Council because the Development Plat is not in conformance with the following sections of Article 9.02 Subdivision Regulations: • Sec. 9.02.087(b), • Sec. 9.02.081(c)(1), • Sec. 9.02.081(c)(6), and • Sec. 9.02.081(o). The property does not have frontage on County Road 480 or platted access easements. The property lies between Elm Grove Cemetery to the west and Elm Grove Creek to the east. Portions of the northern and southern property line and the entirety of the eastern property line abut the Collin County Adventure Camp. The property owner also owns one of the residential properties abutting the northern property line. MOTION: Deputy Mayor Pro Tem Baker moved to deny the applicant's request for four waivers. Council Member Singh seconded. Motion carried 4-3. Council Member Bryan, Council Member Toten, and Mayor Cain opposed. e.Consider/Discuss/Action on appointing a Mayor Pro Tem. (City Secretary Carrie Land) MOTION: Council Member Bryan moved to appoint Kevin Toten as Mayor Pro Tem. Mayor Cain seconded. Motion Failed 3-3-1. Mayor Pro Tem Carver, Council Member Herndon, and Deputy Mayor Pro Tem Baker opposed. Council Member Singh abstained. MOTION: Council Member Singh moved to appoint Kelly Herndon as Mayor Pro Tem. Deputy Mayor Pro Tem Baker seconded. Motion Failed 3-3-1. Council Member Toten, Mayor Pro Tem Carver, and Mayor Cain opposed. Council Member Bryan abstained. MOTION: Council Member Toten moved to enter closed session. Mayor Pro Tem Carver seconded. Motion carried 7-0. Mayor Cain recessed the meeting at 7:59 PM. Mayor Cain reconvened the meeting at 8:23 PM. MOTION: Council Member Bryan moved to appoint Kevin Toten as Mayor Pro Tem. Mayor Cain seconded. Motion carried 4-2-1. Mayor Pro Tem Carver and Council Member Herndon opposed. Council Member Singh abstained. f.Consider/Discuss/Action on appointing a Deputy Mayor Pro Tem. (City Secretary Carrie Land) MOTION: Council Member Toten moved to appoint Stan Carver as Deputy Mayor Pro Tem. Mayor Cain seconded. Motion carried 5-2. Deputy Mayor Pro Tem Baker and Council Member Singh opposed. 8.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). City Council, City Manager. MOTION: Deputy Mayor Pro Tem Baker moved to enter closed session. Council Member Bryan seconded. Motion carried 7-0. Mayor Cain recessed the meeting at 8:25 PM. Mayor Cain reconvened the meeting at 9:28 PM. 9.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. MOTION: Deputy Mayor Pro Tem Baker moved to approve the City Attorney's selection of Katherine Clifton from Gannaway & Clifton to provide legal services to the City in regards to personnel matters. Council Member Sing seconded. Motion carried 7-0. MOTION: Council Member Singh moved to approve an amendment to the City Manager's contract. Deputy Mayor Pro Tem Baker seconded. Motion carried 5- 2. Council Member Toten and Mayor Cain opposed. 10.Adjourn. Mayor Cain adjourned the meeting at 9:30 PM. APPROVED this _____ day of _____________, 2025 ____________________________________ Mayor Pete Cain ATTEST: _______________________________ City Secretary Carrie L. Land Special City Council Meeting Meeting Minutes Monday, June 30, 2025 @ 6:00 PM Anna Municipal Complex - Council Chambers 120 W. 7th Street, Anna, Texas 75409 The City Council of the City of Anna met on Monday, June 30, 2025, at 6:00 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the following items. 1.Call to Order, Roll Call, and Establishment of Quorum. Mayor Cain called the meeting to order at 6:00 PM. Members Present: Mayor Pete Cain Mayor Pro Tem Kevin Toten Deputy Mayor Pro Tem Stan Carver II Council Member Kelly Herndon Council Member Elden Baker Council Member Manny Singh Members Absent: Council Member Nathan Bryan 2.Invocation and Pledge of Allegiance. Mayor Cain led the Invocation and Pledge of Allegiance. 3.Neighbor Comments. Assistant City Manager Greg Peters informed the public of a planned temporary closure of the north and southbound lanes of I-75. Mayor Cain rearranged agenda items 4 and 5. 4.Items For Individual Consideration and Public Hearings. a.Consider/Discuss/Action on appointment of an Acting City Manager. (Mayor Pete Cain) MOTION: Deputy Mayor Pro Tem Carver moved to appoint Marc Marchand as Acting City Manager. Council Member Baker seconded. Motion carried 4-2. Mayor Pro Tem Toten and Mayor Cain opposed. 5.Closed Session (Exceptions). Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to discuss any items listed or referenced on this Agenda under the following exceptions: a.Consult with legal counsel regarding pending or contemplated litigation and/or on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code §551.071). b.Discuss or deliberate the purchase, exchange, lease, or value of real property (Tex. Gov’t Code §551.072). c.Discuss or deliberate Economic Development Negotiations: (1) To discuss or deliberate regarding commercial or financial information that the City has received from a business prospect that the City seeks to have locate, stay, or expand in or near the territory of the City of Anna and with which the City is conducting economic development negotiations; or (2) To deliberate the offer of a financial or other incentive to a business prospect described by subdivision (1). (Tex. Gov’t Code §551.087). d.Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074). MOTION: Mayor Pro Tem Toten moved to enter closed session. Deputy Mayor Pro Tem Carver seconded. Motion carried 6-0. Mayor Cain recessed the meeting at 6:04 PM. Mayor Cain reconvened the meeting at 6:27 PM. 6.Consider/Discuss/Action on any items listed on any agenda - work session, regular meeting, or closed session - that is duly posted by the City of Anna for any City Council meeting occurring on the same date as the meeting noticed in this agenda. No action taken. 7.Adjourn. Mayor Cain adjourned the meeting at 6:31 PM. APPROVED this _____ day of _____________, 2025 ____________________________________ Mayor Pete Cain ATTEST: _______________________________ City Secretary Carrie L. Land Item No. 5.b. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Bernie Parker AGENDA ITEM: Review Minutes of the May 1, 2025, Joint Community Development Corporation and Economic Development Corporation Board Meeting. (Director of Economic Development Bernie Parker) SUMMARY: This item is for Council to review meeting minutes from the May 1, 2025, CDC/EDC Joint Board Meeting. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The CDC/EDC Board met on May 1, 2025, for their monthly Joint Board Meeting. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. May 1_2025 CDC EDC Joint Meeting Minutes (Signed) Item No. 5.c. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Bernie Parker AGENDA ITEM: Review Minutes of the May 22, 2025, Special Called Joint Community Development Corporation and Economic Development Corporation Board Meeting. (Director of Economic Development Bernie Parker) SUMMARY: This item is for Council to review meeting minutes from the May 22, 2025, Special Called CDC/EDC Joint Board Meeting. FINANCIAL IMPACT: This item has no financial impact. BACKGROUND: The CDC/EDC Board met on May 22, 2025, for a Special Called Joint Board Meeting. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. May 22_2025 CDC EDC Special Called Joint Meeting Minutes (Signed) Item No. 5.d. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Carrie Land AGENDA ITEM: Approve a Resolution suspending Oncor Electric Delivery Company's requested rate change. (City Secretary Carrie Land) SUMMARY: Oncor Electric Delivery Company ("Oncor" or "the Company") filed an application on or about June 26, 2025 with cities retaining original jurisdiction seeking to increase system-wide transmission and distribution rates by about $834 million or approximately 13% over present revenues. The Company asks the City to approve a 12.3% increase in residential rates and a 51.0% increase in street lighting rates. If approved, an average residential customer would see a bill increase of about $7.90 per month. The resolution suspends the July 31, 2025 effective date of the Company's rate increase for the maximum period permitted by law to allow the City, working in conjunction with the Steering Committee of Cities Served by Oncor, to evaluate the filing, determine whether the filing complies with law, and if lawful, to determine what further strategy, including settlement, to pursue. The law provides that a rate request made by an electric utility cannot become effective until at least 35 days following the filing of the application to change rates. The law permits the City to suspend the rate change for 90 days after the date the rate change would otherwise be effective. If the City fails to take some action regarding the filing before the effective date, Oncor's rate request is deemed administratively approved. FINANCIAL IMPACT: BACKGROUND: The City of Anna is a member of a 170-city coalition known as the Steering Committee of Cities Served by Oncor ("Steering Committee"). The Steering Committee has been in existence since the late 1980s. It took on a formal structure in the early 1990s when cities served by the former TXU gave up their statutory right to rate case expense reimbursement in exchange for higher franchise fee payments. Empowered by city resolutions and funded by per capita assessments, the Steering Committee has been the primary public interest advocate before the Public Utility Commission, the Courts, and the Legislature on electric utility regulation matters for the last 30 years. Although Oncor has increased rates many times over the past few years, this is the first comprehensive base rate case for the Company since May 2022. STRATEGIC CONNECTIONS: ATTACHMENTS: 1. Oncor 2025 RC Suspension Resolution 1 RESOLUTION NO. ____________________ RESOLUTION OF THE CITY OF ANNA SUSPENDING THE JULY 31, 2025 EFFECTIVE DATE OF ONCOR ELECTRIC DELIVERY COMPANY’S REQUESTED RATE CHANGE TO PERMIT THE CITY TIME TO STUDY THE REQUEST AND TO ESTABLISH REASONABLE RATES; APPROVING COOPERATION WITH THE STEERING COMMITTEE OF CITIES SERVED BY ONCOR TO HIRE LEGAL AND CONSULTING SERVICES AND TO NEGOTIATE WITH THE COMPANY AND DIRECT ANY NECESSARY LITIGATION AND APPEALS; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL FOR THE STEERING COMMITTEE WHEREAS, on or about June 26, 2025, Oncor Electric Delivery Company (Oncor), pursuant to PURA §§ 33.001 and 36.001 filed with the City of Anna a Statement of Intent to increase electric transmission and distribution rates in all municipalities exercising original jurisdiction within its service area effective July 31, 2025; and WHEREAS, the City of Anna is a member of the Steering Committee of Cities Served by Oncor (“Steering Committee”) and will cooperate with the 170 similarly situated city members and other city participants in conducting a review of the Company’s application and to hire and direct legal counsel and consultants and to prepare a common response and to negotiate with the Company prior to getting reasonable rates and direct any necessary litigation; and WHEREAS, PURA § 36.108 grants local regulatory authorities the right to suspend the effective date of proposed rate changes for ninety (90) days after the date the rate change would otherwise be effective; and WHEREAS, PURA § 33.023 provides that costs incurred by Cities in ratemaking proceedings are to be reimbursed by the regulated utility. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: 1. That the July 31, 2025 effective date of the rate request submitted by Oncor on or about June 26, 2025, be suspended for the maximum period allowed by law to permit adequate time to review the proposed changes and to establish reasonable rates. 2 2. As indicated in the City’s resolution approving membership in the Steering Committee, the Executive Committee of Steering Committee is authorized to hire and direct legal counsel and consultants, negotiate with the Company, make recommendations regarding reasonable rates, and to intervene and direct any necessary administrative proceedings or court litigation associated with an appeal of a rate ordinance and the rate case filed with the City or Public Utility Commission. 3. That the City’s reasonable rate case expenses shall be reimbursed by Oncor. 4. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law and the public notice of the time, place, and purpose of said meeting was given as required. 5. A copy of this Resolution shall be sent to Oncor Electric Delivery Company LLC, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202 and to Thomas Brocato, Counsel to the Steering Committee, at Lloyd Gosselink Rochelle & Townsend, P.C., P.O. Box 1725, Austin, Texas 78767-1725. PASSED AND APPROVED this the __________ day of _____________________, 2025. ____________________________________ Mayor Pete Cain ATTEST: _____________________________ City Secretary Carrie L. Land Item No. 6.a. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Stephanie Scott-Sims AGENDA ITEM: Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding a request to annex 808± acres at FM 455 and Cowan Road. (ANX 25-0003) (Director of Development Services Stephanie Scott-Sims, AICP) SUMMARY: In accord with the Pre-Annexation Development Agreement ("PADA") (Res. No. 2025- 05-1782) approved by the City Council at its meeting on May 27, 2025, OPP-Oak Ridge, LP has submitted a petition to voluntarily annex 808± acres located at FM 455 and Cowan Road. FINANCIAL IMPACT: This item has no direct financial impact. However, annexation of the property will make it subject to City of Anna property taxes. Properties located in the Extraterritorial Jurisdiction (ETJ) are not taxed by the City. BACKGROUND: OPP-Oak Ridge, LP is seeking to develop the property as "Oak Ridge", a mixed-use, master-planned development located west of US 75. The development features 3,000 single-family residential, neighborhood commercial, townhomes, and land dedicated for municipal uses. The City Council approved a Pre-Annexation Development Agreement ("PADA") for the Oak Ridge project at its meeting on May 27, 2025 (Res. No. 2025-05-1782), requiring the developer to submit a voluntary annexation petition within 90 days. The PADA is attached as Exhibit 2 of this Ordinance. In approving the PADA, the City Council also approved the Agreement for Services in Subsection 9.6 of the PADA. Pursuant to Section 43.0672 of the Texas Local Government Code, the Agreement for Services requires that immediately upon the effective date of the annexation of the property, the City must provide the property with all municipal services currently offered within the City, including, but not limited to, water, sewer, police, fire, animal control, trash collection, and any other services currently provided by the City or which may be offered by the City in the future. Staff recommends approval of the annexation request. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Unique. ATTACHMENTS: 1. Locator - Oak Ridge (ANX 25-0003) 2. Ordinance Annexation - Oak Ridge (ANX 25-0003) 3. Exhibit 1 (Metes & Bounds) - Oak Ridge (ANX 25-0003) 4. Exhibit 2 (PADA) - Oak Ridge (ANX 25-0003) City of Anna, Texas Ordinance No. ____________ Page 1 of 3 CITY OF ANNA, TEXAS , Chapter 43 of the Texas Local Government Code authorizes the annexation of territory, subject to the laws of this state; and , the City of Anna, Texas (the “City”) is a Texas home-rule municipality; and , Section 43.0671 of the Texas Local Government Code authorizes a municipality to extend the boundaries of the municipality and annex areas by request of the owner(s) of the areas; and , the procedures prescribed by the Texas Local Government Code and the laws of this state have been duly followed with respect to the City’s annexation of following described territory, to wit: a combined 808± acres of land consisting of [Tract 1] a 748.676 acre tract of land situated in the W. Garnett Survey, Abstract No. 355, the J. White Survey, Abstract No. 1015, the B. White Survey, Abstract No. 1016, R. Phalen Survey, Abstract No. 694, C. Bourland Survey, Abstract No. 39, and the J. Cahill Survey, Abstract No. 144, Collin County, Texas, and being all of a called 29.04 acre tract of land described in a deed to Daniel James Cahill and wife, Birgit Ortlepp Cahill, as recorded in Instrument No. 92-0075241 of the Official Public Records of Collin County, Texas, all of a called 14.803 acre tract of land described in a deed to Daniel James Cahill and Birgit O. Cahill, as recorded in Instrument No. 20060316000351960 of the Official Public Records of Collin County, Texas, all of a called 80.818 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5930, Page 1868 of the Deed Records of Collin County, Texas, all of a called 29.000 acre tract of land described in a deed to Annaland, Ltd., as recorded in Instrument No. 20060227000248840 of the Official Public Records of Collin County, Texas, remainder of a called 192.50 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5808, Page 1478 of the Deed Records of Collin County, Texas, all of a called 4.649 acre tract of land described in a deed to Annaland, Ltd., as recorded in Instrument No. 20090708000857040 of the Official Public Records of Collin County, Texas, and all of a called 187.62 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5806, Page 3203 of the Deed Records of Collin County, Texas, same being a portion of Lot 8 and all of Lots 6 and 7 of East Fork Estates, according to the plat thereof recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas and [Tract 2] a 59.545 acre tract of land situated in the R. City of Anna, Texas Ordinance No. ____________ Page 2 of 3 Phalen Survey, Abstract No. 694 and the J.M. Kincade Survey, Abstract No. 510, Collin County, Texas, and being all of a called 59.536 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5930, Page 1861 of the Deed Records of Collin County, Texas; and WHEREAS, the land being annexed under this ordinance (the “Annexation Tract”) is described and depicted more specifically in EXHIBIT 1, attached hereto; and WHEREAS, the Annexation Tract is wholly located with the City’s extraterritorial jurisdiction; and WHEREAS, on or about June 11, 2025, the respective owner of the Annexation Tract submitted a written request to the City for annexation of said tract into the corporate limits of the City and the City and said owners have entered into a written agreement regarding municipal services to be provided by the City in accordance with Texas Local Government Code § 43.0672 and said written agreement is as set forth in EXHIBIT 2, attached hereto; and WHEREAS, the City timely published notice and held a public hearing on this annexation at a duly noticed public meeting in accordance with the laws of this state; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: SECTION 1. The recitals set forth above are hereby incorporated in this ordinance as if set forth in full for all purposes. SECTION 2. The Annexation Tract is hereby annexed into the corporate boundary limits of the City of Anna, Collin County, Texas, and that said corporate boundary limits of the City of Anna be and the same are hereby extended to include the above described territory within the corporate limits of the City, and the same shall hereafter be included within the territorial limits of the City, and the inhabitants thereof shall hereafter as set forth be entitled to all the rights and privileges of other similarly situated citizens of the City of Anna and they shall be bound by the acts, ordinances, resolutions, regulations and all other legal acts of said city. SECTION 3. The official map and boundaries of the City of Anna are hereby amended and revised so as to include the area annexed, and to reflect the expansion of the City's extraterritorial jurisdiction resulting from such annexation and the City Manager is directed to take all actions necessary to make said changes to the official boundary map of the City. SECTION 4. The City Secretary is hereby directed to file a certified copy of this ordinance and the amended official boundary map referenced in Section 3 with the with the County Clerk of Collin, Texas and the Texas Comptroller’s Office. SECTION 5. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance be severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect City of Anna, Texas Ordinance No. ____________ Page 3 of 3 any of the remaining phrases, clauses, sentences, paragraphs or sections of this ordinance, and the remainder of this ordinance shall be enforced as written. SECTION 6. All ordinances and parts thereof in conflict herewith are hereby expressly repealed insofar as they conflict herewith. SECTION 7.This ordinance shall become effective immediately upon the date and time of its adoption and it is accordingly so ordained. PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THIS THE 8TH DAY OF JULY 2025. CITY OF ANNA, TEXAS ___________________________________ PETE CAIN, MAYOR ATTEST: _______________________________________ CARRIE L. LAND, CITY SECRETARY Exhibit 1 Metes and Bounds Description of the Property Page 1 of 17 EXHIBIT A TRACT 1 BEING a tract of land situated in the W. Garnett Survey, Abstract No. 355, the J. White Survey, Abstract No. 1015, the B. White Survey, Abstract No. 1016, R. Phalen Survey, Abstract No. 694, C. Bourland Survey, Abstract No. 39, and the J. Cahill Survey, Abstract No. 144, Collin County, Texas, and being all of a called 29.04 acre tract of land described in a deed to Daniel James Cahill and wife, Birgit Ortlepp Cahill, as recorded in Instrument No. 92-0075241 of the Official Public Records of Collin County, Texas, all of a called 14.803 acre tract of land described in a deed to Daniel James Cahill and Birgit O. Cahill, as recorded in Instrument No. 20060316000351960 of the Official Public Records of Collin County, Texas, all of a called 80.818 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5930, Page 1868 of the Deed Records of Collin County, Texas, all of a called 29.000 acre tract of land described in a deed to Annaland, Ltd., as recorded in Instrument No. 20060227000248840 of the Official Public Records of Collin County, Texas, remainder of a called 192.50 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5808, Page 1478 of the Deed Records of Collin County, Texas, all of a called 4.649 acre tract of land described in a deed to Annaland, Ltd., as recorded in Instrument No. 20090708000857040 of the Official Public Records of Collin County, Texas, and all of a called 187.62 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5806, Page 3203 of the Deed Records of Collin County, Texas, same being a portion of Lot 8 and all of Lots 6 and 7 of East Fork Estates, according to the plat thereof recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for the northwest corner of said 80.818 acre tract, common to the northeast corner of said East Fork Estates, same being on the southerly right of way line of F.M. Highway 455, an 80 foot wide right of way; THENCE South 88°28'18" East, along the northerly line of said 80.818 acre tract and the southerly right of way line of said F.M. Highway 455, a distance of 515.28 feet to a 1/2 inch iron rod found for a northeast corner of said 80.818 acre tract, common to the northwest corner of a called 0.830 acre tract of land described in a deed to James C. Welch, as recorded in Volume 5799, Page 2562 of the Deed Records of Collin County, Texas; THENCE South 01°53'27" East, departing the southerly right of way line of said F.M. Highway 455, continuing along the northerly line of said 80.818 acre tract and along the westerly line of said 0.830 acre tract, a distance of 91.34 feet to a 6 inch wooden fence post found for an ell corner of said 80.818 acre tract, common to the southwest corner of said 0.830 acre tract; THENCE South 89°59'54" East, continuing along the northerly line of said 80.818 acre tract and along the southerly line of said 0.830 acre tract, a distance of 326.61 feet to a 1/2 inch iron rod found for an ell corner of said 80.818 acre tract, common to the southeast corner of said 0.830 acre tract; THENCE North 15°04'51" East, continuing along the northerly line of said 80.818 acre tract and along the easterly line of said 0.830 acre tract, a distance of 130.66 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex 3689” found for a northwest corner of said 80.818 acre - LEGAL DESCRIPTION Page 2 of 17 tract, common to the northeast corner of said 0.830 acre tract, same being on the southerly line of a called 47-1/3 acre tract of land described as “The Kelly Place” in a deed to MJLA Adams, Ltd., as recorded in Instrument No. 20110505000462590 of the Official Public Records of Collin County, Texas; THENCE South 88°44'32" East, continuing along the northerly line of said 80.818 acre tract and along the southerly line of said 47-1/3 acre tract, a distance of 240.00 feet to a 6 inch wooden post found for the northeast corner of said 80.818 acre tract, common to an ell corner of said 47-1/3 acre tract; THENCE South 00°42'04" West, along the easterly line of said 80.818 acre tract and the westerly line of said 47-1/3 acre tract, a distance of 941.62 feet to a 6 inch wood fence post found for an ell corner of said 80.818 acre tract, common to the southernmost southwest corner of said 47-1/3 acre tract; THENCE South 88°25'45" East, along the northerly line of said 80.818 acre tract and the southerly line of said 47-1/3 acre tract, a distance of 1,184.32 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the easternmost northeast corner of said 80.818 acre tract, common to the southeast corner of said 47-1/3 acre tract, same being on the westerly right of way line of aforesaid F.M. Highway 455, from which, a 1/2 inch iron rod found for witness bears South 84°10’ East, 1.04 feet; THENCE South 02°09'19" West, along the easterly line of said 80.818 acre tract and the westerly right of way line of said F.M. Highway 455, a distance of 604.27 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the northernmost southeast corner of said 80.818 acre tract, common to the northeast the J.P. Harris Addition, according to the plat thereof recorded in Cabinet G, Page 65 of the Plat Records of Collin County, Texas; THENCE North 87°49'20" West, departing the westerly right of way line of said F.M. Highway 455, along the southerly line of said 80.818 acre tract and the northerly line of said J.P. Harris Addition, a distance of 599.72 feet to an ell corner of said 80.818 acre tract, common to the northwest corner of said J.P. Harris Addition, same being in the meanders of a small branch; THENCE along the easterly line of said 80.818 acre tract, the westerly line of said J.P. Harris Addition, and the meanders of said small branch, the following courses and distances: South 68°00'20" East, a distance of 61.00 feet to a point for corner; South 15°14'40" West, a distance of 177.00 feet to a point for corner; South 30°40'40" West, a distance of 199.90 feet to a point for corner; South 02°24'22" West, a distance of 92.08 feet to a point for corner; North 88°07'20" West, a distance of 78.00 feet to a point for corner; South 57°23'40" West, a distance of 79.00 feet to a point for corner; Page 3 of 17 South 28°45'19" West, a distance of 190.85 feet to the southernmost southeast corner of said 80.818 acre tract, common to the southwest corner of said J.P. Harris Addition, same being on the northerly line of aforesaid 187.62 acre tract; THENCE South 88°27'14" East, along the northerly line of said 187.62 acre tract and the southerly line of said J.P. Harris Addition, a distance of 2.49 feet to a point for corner; THENCE South 89°17'06" East, continuing along the northerly line of said 187.62 acre tract and the southerly line of said J.P. Harris Addition, a distance of 667.60 feet to a 1/2 inch iron rod found for the northernmost northeast corner of said 187.62 acre tract, common to the northwest corner of a called 0.99 acre tract of land described in a deed to Brandon J. Perry and Marybeth Esther Jirasek, as recorded in Instrument No. 20191022001325990 of the Official Public Records of Collin County, Texas; THENCE South 02°25'50" West, departing the southerly line of said J.P. Harris Addition, along the easterly line of said 187.62 acre tract and the westerly line of said 0.99 acre tract, a distance of 187.18 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for an ell corner of said 187.62 acre tract, common to the southwest corner of said 0.99 acre tract; THENCE South 88°15'11" East, along the northerly line of said 187.62 acre tract and the southerly line of said 0.99 acre tract, a distance of 232.84 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the southernmost northeast corner of said 187.62 acre tract, common to the southeast corner of said 0.99 acre tract, same being on the westerly right of way line of said F.M. Highway 455; THENCE along the easterly line of said 187.62 acre tract and the westerly right of way line of said F.M. Highway 455, the following courses and distances: South 02°13'19" West, a distance of 267.22 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” found for corner; South 02°17'19" West, a distance of 524.10 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” found for corner; South 02°48'19" West, a distance of 483.52 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” found at the beginning of a tangent curve to the left with a radius of 358.31 feet, a central angle of 02°31'24", and a chord bearing and distance of South 01°32'37" West, 15.78 feet; In a southerly direction, with said tangent curve to the left, an arc distance of 15.78 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for corner; THENCE South 01°32'37" West, departing the westerly right of way line of said F.M. Highway 455 and continuing along the easterly line of said 187.62 acre tract, a distance of 329.61 feet to a 3/8 inch iron rod found for the southeast corner of said 187.62 acre tract, same being on the northerly line of aforesaid 29.000 acre tract; Page 4 of 17 THENCE North 89°14'27" East, along the northerly line of said 29.000 acre tract, a distance of 34.72 feet to a 1/2 inch iron rod with plastic cap stamped “RPLS 5392” found for corner; THENCE North 52°56'53" East, continuing along the northerly line of said 29.000 acre tract, a distance of 109.43 feet to the northernmost corner of said 29.000 acre tract, same being on the southerly right of way line of said F.M. Highway 455, and at the beginning of a non-tangent curve to the left with a radius of 358.31 feet, a central angle of 42°31'44", and a chord bearing and distance of South 68°05'49" East, 259.90 feet, from which, a 3/8 inch iron rod found for witness bears South 52°56’ West, 0.29 feet; THENCE in a southeasterly direction continuing along the northerly line of said 29.000 acre tract and along the southerly right of way line of said F.M. Highway 455, with said non-tangent curve to the left, an arc distance of 265.96 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for corner; THENCE South 89°21'41" East, continuing along the northerly line of said 29.000 acre tract and the southerly right of way line of said F.M. Highway 455, a distance of 374.40 feet to a 1/2 inch iron rod found at the beginning of a tangent curve to the right with a radius of 723.94 feet, a central angle of 18°39'00", and a chord bearing and distance of South 80°02'10" East, 234.61 feet; THENCE in a southeasterly direction continuing along the northerly line of said 29.000 acre tract and the southerly right of way line of said F.M. Highway 455, with said tangent curve to the right, an arc distance of 235.65 feet to a 1/2 inch iron rod found for the northeast corner of said 29.000 acre tract, same being on the westerly right of way line of County Road No. 828, a variable width right of way, no record found; THENCE South 01°48'08" West, departing the southerly right of way line of said F.M. Highway 455, along the easterly line of said 29.000 acre tract and the westerly right of way line of said County Road No. 828, a distance of 563.66 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for corner; THENCE South 00°54'07" West, continuing along the easterly line of said 29.000 acre tract and the westerly right of way line of said County Road No. 828, a distance of 653.00 feet to a 1/2 inch iron rod found for the northernmost southeast corner of said 29.000 acre tract; THENCE South 49°46'47" West, along the southeasterly line of said 29.000 acre tract and continuing along the westerly right of way line of said County Road No. 828, a distance of 54.00 feet to a 1/2 inch iron rod found for the southernmost southeast corner of said 29.000 acre tract, same being on the northerly right of way line of County Road No. 827, a variable width right of way, no record found; THENCE South 89°34'47" West, along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, a distance of 238.00 feet to a 1/2 inch iron rod found for corner; Page 5 of 17 THENCE North 89°31'13" West, continuing along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, a distance of 325.00 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for corner; THENCE North 89°50'50" West, continuing along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, a distance of 333.17 feet to a 1/2 inch iron rod with plastic cap stamped “RPLS 5392” found for corner; THENCE South 89°40'57" West, continuing along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, along the southerly line of aforesaid 14.803 acre tract, a distance of 517.20 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the southwest corner of said 14.803 acre tract, being on the easterly line of aforesaid 29.04 acre tract; THENCE South 01°06'30" West, departing the northerly right of way line of said County Road No. 827, along the easterly line of said 29.04 acre tract and crossing said County Road No. 827, a distance of 17.62 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the southeast corner of said 29.04 acre tract, being in the centerline of said County Road No. 827 and the northerly line of aforesaid 214.121 acre tract; THENCE North 89°26'27" East, continuing along the northerly line of said 214.121 acre tract and said County Road No. 827, a distance of 1,693.18 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” found for the northeast corner of said 214.121 acre tract; THENCE South 01°21'12" West, along the easterly line of said 214.121 acre tract and continuing along said County Road No. 827, a distance of 1,981.23 feet to a 1/2 inch iron rod found for the northernmost southeast corner of said 214.121 acre tract; THENCE South 89°50'46" West, along the southerly line of said 214.121 acre tract and continuing along said County Road No. 827, a distance of 509.07 feet to a 1/2 inch iron rod found for an ell corner of said 214.121 acre tract; THENCE South 01°12'43" West, along the easterly line of said 214.121 acre tract and continuing along said County Road No. 827, a distance of 1,820.15 feet to a 1/2 inch iron rod found for the southernmost southeast corner of said 214.121 acre tract; THENCE North 89°04'29" West, departing said County Road No. 827 and along the southerly line of said 214.121 acre tract , a distance of 2,380.17 feet to a 1/2 inch iron rod found for the southwest corner of said 214.121 acre tract, common to the northwest corner of a called 10.001 acre tract of land described as Tract One in a deed to Joan Ardon Williamson, as recorded in Volume 900, Page 53 of the Deed Records of Collin County, Texas, same being on the easterly line of a called 6.716 acre tract of land described in a deed to Scott Bourland and wife, Kim Bourland, as recorded in Instrument No. 20120622000745540 of the Official Public Records of Collin County, Texas; THENCE North 00°46'18" West, along the westerly line of said 214.121 acre tract and the easterly line of said 6.716 acre tract, passing at a distance of 579.75 feet a 1/2 inch iron rod Page 6 of 17 found for the northeast corner of said 6.716 acre tract, common to the southeast corner of a called 5.568 acre tract of land described in a deed to Scott Bourland and Kim Bourland, as recorded in Volume 5909, Page 1057 of the Deed Records of Collin County, Texas, and continuing along the same course and along the easterly line of said 6.716 acre tract, the easterly line of said 50.92 acre tract of land described in a deed to Bryan Lee Brown and Tori Renee Brown, as recorded in Instrument No. 20181115001413260 of the Official Public Records of Collin County, Texas, and County Road No. 285, a variable width right of way, no record found, for a total distance of 1,820.01 feet to a 1/2 inch iron rod found for the southernmost northwest corner of said 214.121 acre tract, common to the northeast corner of said 50.92 acre tract, same being on the southerly line of a called 24.293 acre tract of land described in a deed to Wayne A. Jones and wife, Karen L. Jones, as recorded in Instrument No. 96-0028585 of the Land Records of Collin County, Texas; THENCE South 89°53'55" East, along the northerly line of said 214.121 acre tract, the southerly line of said 24.293 acre tract and continuing along said County Road No. 285, a distance of 444.85 feet to a rail road spike found for an ell corner of said 214.121 acre tract, common to the southeast corner of said 24.293 acre tract, from which, a 1/2 inch iron rod found for witness bears South 03°54’ West, 9.27 feet; THENCE North 00°22'22" East, along the westerly line of said 214.121 acre tract, the easterly line of said 24.293 acre tract, the easterly line of a called 3.00 acre tract of land described in a deed to Teresa I. Davis, as recorded in Instrument No. 20110308000252990 of the Official Public Records of Collin County, Texas, the easterly line of a called 5.000 acre tract of land described in a deed to Margarita Rose Whitworth, as recorded in Instrument No. 94-0104190 of the Land Records of Collin County, Texas, the easterly line of a called 4.000 acre tract of land described in a deed to Fernando Encizo and wife, Joyce Encizo, as recorded in Volume 2854, Page 469 of the Deed Records of Collin County, Texas, the easterly line of a called 1.000 acre tract of land described in a deed to Tom Milligan and wife, Elizabeth J. Milligan, as recorded in Volume 1175, Page 481 of the Deed Records of Collin County, Texas, the easterly line of a called 1 acre tract of land described in a deed to Thomas Calvin Red and wife, Mary Frances Red, as recorded in Volume 1127, Page 251 of the Deed Records of Collin County, Texas, and continuing along said County Road No. 285, a distance of 1,273.04 feet to the northeast corner of said 1 acre tract, common to the southeast corner of a called 0.998 acre tract of land described in a deed to Thomas Calvin Red and wife, Mary Frances Red, as recorded in Volume 2381, Page 892 of the Deed Records of Collin County, Texas, from which, a 1/2 inch iron rod found for witness bears North 57°29’ East, 0.25 feet; THENCE North 01°42'37" East, along the easterly line of said 0.998 acre tract, the easterly line of a called 5.000 acre tract of land described in a deed to Calvin J. Red and Frances Red, as recorded in Volume 854, Page 296 of the Deed Records of Collin County, Texas, and continuing along the westerly line of said 214.121 acre tract and said County Road No. 285, a distance of 318.87 feet to a 1/2 inch iron rod bent found for the northeast corner of said 5.000 acre tract, common to the southeast corner of a called 2.23 acre tract of land described in a deed to Debra Ann Lacy, as recorded in Instrument No. 96-0064507 of the Land Records of Collin County, Texas; Page 7 of 17 THENCE North 00°26'40" East, along the easterly line of said 2.23 acre tract, continuing along the westerly line of said 214.121 acre tract and said County Road No. 285, a distance of 340.76 feet to a 5/8 inch iron rod with illegible plastic cap found for the northwest corner of said 214.121 acre tract, common to the northeast corner of said 2.23 acre tract, and the intersection of said County Road No. 285 with County Road No. 827, a variable width right of way, no record found, same being on the southerly line of aforesaid 29.04 acre tract; THENCE North 89°44'45" West, departing said County Road No. 285, continuing along the southerly line of said 29.04 acre tract and along the northerly line of said 2.23 acre tract, a distance of 96.65 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for the southwest corner of said 29.04 acre tract, being on the easterly line of aforesaid 192.50 acre tract; THENCE South 00°40'25" West, along the easterly line of said 192.50 acre tract, a distance of 4.86 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for the northernmost southeast corner of said 192.50 acre tract; THENCE North 86°25'28" West, departing said County Road No. 285, along the southerly line of said 192.50 acre tract, a distance of 83.80 feet to a concrete monument found for an ell corner of said 192.50 acre tract; THENCE along the southeasterly line of said 192.50 acre tract, the following courses and distances: South 34°33'32" West, a distance of 704.40 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for corner; South 35°21'41" West, a distance of 350.93 feet to a concrete monument found for corner; North 78°48'13" West, a distance of 227.92 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for corner; South 28°29'01" West, a distance of 1,262.87 feet to a 5/8 inch iron rod found for the southernmost southeast corner of said 192.50 acre tract, same being on the northerly line of a called 50.92 acre tract of land described in a deed to Bryan Lee Brown and Tori Renee Brown, as recorded in Instrument No. 20181115001413260 of the Official Public Records of Collin County, Texas; THENCE North 88°57'31" West, along the southerly line of said 192.50 acre tract and the northerly line of said 50.92 acre tract, a distance of 821.17 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for an ell corner of said 192.50 acre tract; THENCE South 00°27'46" West, continuing along the southerly line of said 192.50 acre tract, a distance of 37.76 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for a southeast corner of said 192.50 acre tract; Page 8 of 17 THENCE North 88°52'39" West, continuing along the southerly line of said 192.50 acre tract, a distance of 360.18 feet to the southwest corner of said 192.50 acre tract, same being in the meanders of the East Fork of the Trinity River; THENCE along the westerly line of said 192.50 acre tract and the meanders of the East Fork of the Trinity River, the following courses and distances: North 18°33'49" West, a distance of 37.40 feet to a point for corner; North 51°56'45" West, a distance of 46.74 feet to a point for corner; South 88°12'32" West, a distance of 255.64 feet to a point for corner; South 53°43'07" West, a distance of 118.33 feet to a point for corner; North 86°29'16" West, a distance of 52.73 feet to a point for corner; North 56°48'47" West, a distance of 41.44 feet to a point for corner; North 30°57'19" West, a distance of 209.46 feet to a point for corner; North 18°36'40" West, a distance of 87.13 feet to a point for corner; North 05°16'02" West, a distance of 50.25 feet to a point for corner; North 17°21'18" East, a distance of 53.30 feet to a point for corner; North 49°29'38" East, a distance of 151.36 feet to a point for corner; South 88°17'55" East, a distance of 56.37 feet to a point for corner; South 53°40'30" East, a distance of 158.58 feet to a point for corner; South 78°11'32" East, a distance of 93.43 feet to a point for corner; North 78°30'47" East, a distance of 69.23 feet to a point for corner; North 51°35'54" East, a distance of 62.45 feet to a point for corner; North 22°36'23" East, a distance of 52.33 feet to a point for corner; North 23°13'30" West, a distance of 51.72 feet to a point for corner; North 67°56'56" West, a distance of 222.92 feet to a point for corner; North 37°28'49" West, a distance of 54.90 feet to a point for corner; North 15°36'39" East, a distance of 64.24 feet to a point for corner; Page 9 of 17 North 72°16'55" East, a distance of 46.16 feet to a point for corner; North 24°48'35" East, a distance of 79.66 feet to a point for corner; North 00°40'44" West, a distance of 173.91 feet to a point for corner; North 09°05'03" West, a distance of 117.20 feet to a point for corner; North 05°16'09" East, a distance of 114.95 feet to a point for corner; North 62°57'13" East, a distance of 13.32 feet to a point for corner; North 03°58'52" West, a distance of 27.84 feet to a point for corner; North 61°00'18" West, a distance of 71.20 feet to a point for corner; South 77°47'51" West, a distance of 49.68 feet to a point for corner; South 38°23'00" West, a distance of 81.14 feet to a point for corner; South 58°42'44" West, a distance of 135.79 feet to a point for corner; South 85°52'59" West, a distance of 33.73 feet to a point for corner; North 37°49'28" West, a distance of 106.02 feet to a point for corner; South 87°20'09" West, a distance of 53.35 feet to a point for corner; North 41°01'42" West, a distance of 29.14 feet to a point for corner; North 15°24'28" West, a distance of 188.88 feet to a point for corner; North 12°58'57" East, a distance of 87.22 feet to a point for corner; North 41°31'15" East, a distance of 154.10 feet to a point for corner; North 12°59'53" West, a distance of 308.06 feet to a point for corner; North 54°50'19" West, a distance of 19.23 feet to a point for corner; THENCE departing the meanders of the East Fork of the Trinity River, continuing along the westerly line of said 192.50 acre tract and the along the meanders of a small branch, the following courses and distances: North 39°22'46" East, a distance of 106.17 feet to a point for corner; North 83°13'03" East, a distance of 193.12 feet to a point for corner; North 25°59'59" East, a distance of 35.85 feet to a point for corner; Page 10 of 17 North 07°12'47" East, a distance of 65.75 feet to a point for corner; North 26°42'38" West, a distance of 97.02 feet to a point for corner; North 34°38'14" East, a distance of 34.70 feet to a point for corner; North 06°45'33" West, a distance of 13.52 feet to a point for corner; North 45°12'46" West, a distance of 27.57 feet to a point for corner; North 04°24'23" West, a distance of 20.14 feet to a point for corner; North 40°46'43" East, a distance of 43.45 feet to a point for corner; North 14°18'42" East, a distance of 19.67 feet to a point for corner; North 26°19'30" West, a distance of 85.42 feet to a point for corner; North 10°42'35" West, a distance of 22.00 feet to a point for corner; North 01°40'07" East, a distance of 28.06 feet to a point for corner; North 18°08'52" East, a distance of 15.57 feet to a point for corner; South 88°28'31" East, a distance of 28.14 feet to a point for corner; South 37°29'18" East, a distance of 55.50 feet to a point for corner; North 45°12'50" East, a distance of 78.34 feet to a point for corner; North 20°40'46" East, a distance of 39.55 feet to a point for corner; North 28°54'33" West, a distance of 45.55 feet to a point for corner; North 55°04'53" West, a distance of 73.65 feet to a point for corner; North 76°29'44" West, a distance of 62.30 feet to a point for corner; North 31°56'55" West, a distance of 42.98 feet to a point for corner; North 34°37'17" East, a distance of 35.12 feet to a point for corner; South 77°12'20" East, a distance of 17.47 feet to a point for corner; South 44°23'15" East, a distance of 37.02 feet to a point for corner; North 73°22'40" East, a distance of 20.75 feet to a point for corner; Page 11 of 17 North 25°16'08" East, a distance of 71.84 feet to a point for corner; North 69°39'07" East, a distance of 26.32 feet to a point for corner; North 35°04'13" East, a distance of 18.62 feet to a point for corner; North 18°08'17" West, a distance of 59.18 feet to a point for corner; North 26°57'25" East, a distance of 30.65 feet to a point for corner; North 72°07'04" East, a distance of 17.13 feet to a point for corner; South 75°41'09" East, a distance of 35.03 feet to a point for corner; North 88°13'19" East, a distance of 27.26 feet to a point for corner; North 18°54'16" East, a distance of 62.23 feet to a point for corner; North 30°01'27" West, a distance of 65.30 feet to a point for corner; North 48°15'58" East, a distance of 38.73 feet to a point for corner; North 18°19'38" East, a distance of 40.53 feet to a point for corner; North 52°21'48" East, a distance of 50.90 feet to a point for corner; South 84°59'05" East, a distance of 38.08 feet to a point for corner; South 08°31'05" East, a distance of 41.98 feet to a point for corner; South 80°46'24" East, a distance of 19.97 feet to a point for corner; North 63°37'22" East, a distance of 69.27 feet to a point for corner; North 38°20'01" East, a distance of 58.38 feet to a point for corner; North 72°42'38" East, a distance of 60.72 feet to a point for corner; South 10°28'46" East, a distance of 20.70 feet to a point for corner; South 48°27'16" West, a distance of 22.03 feet to a point for corner; South 03°50'33" East, a distance of 36.62 feet to a point for corner; South 82°03'56" East, a distance of 38.89 feet to a point for corner; South 22°28'11" East, a distance of 52.32 feet to a point for corner; North 82°50'30" East, a distance of 33.41 feet to a point for corner; Page 12 of 17 South 61°06'21" East, a distance of 22.80 feet to a point for corner; South 34°05'06" East, a distance of 20.86 feet to a point for corner; South 06°36'20" West, a distance of 36.84 feet to a point for corner; North 89°46'28" East, a distance of 50.48 feet to a point for corner; North 32°09'46" East, a distance of 43.30 feet to a point for corner; North 86°33'06" East, a distance of 16.09 feet to a point for corner; South 59°06'29" East, a distance of 43.15 feet to a point for corner; North 34°03'05" East, a distance of 66.70 feet to a point for corner; North 24°01'47" East, a distance of 49.56 feet to a point for corner; North 86°09'13" East, a distance of 112.44 feet to a point for corner; South 57°50'37" East, a distance of 33.63 feet to a point for corner; THENCE North 01°49'43" East, departing the meanders of said small branch and continuing along the westerly line of said 192.50 acre tract, a distance of 124.35 feet to a 1/2 inch iron rod with plastic cap stamped “RPLS 4709” found for the southernmost southeast corner aforesaid 187.62 acre tract; THENCE North 88°41'50" West, departing the westerly line of said 192.50 acre tract, along the southerly line of said 187.62 acre tract and crossing County Road No. 210, a variable width right of way, a distance of 1,345.68 feet to the southwest corner of said 187.62 acre tract, same being in the meanders of the East Fork of the Trinity River; THENCE along the westerly line of said 187.62 acre tract and said meanders of the East Fork of the Trinity River, the following courses and distances: North 22°38'37" West, a distance of 269.84 feet to a point for corner; North 09°53'16" East, a distance of 98.56 feet to a point for corner; North 77°34'56" East, a distance of 196.81 feet to a point for corner; North 02°13'00" West, a distance of 77.82 feet to a point for corner; North 20°08'30" East, a distance of 213.55 feet to a point for corner; North 62°52'29" East, a distance of 218.73 feet to a point for corner; North 00°46'50" West, a distance of 61.19 feet to a point for corner; Page 13 of 17 North 34°19'31" West, a distance of 222.90 feet to a point for corner; North 28°08'09" West, a distance of 149.58 feet to a point for corner; North 15°53'51" West, a distance of 217.59 feet to a point for corner; North 03°12'11" West, a distance of 52.30 feet to the westernmost northwest corner of said 187.62 acre tract, same being on the southerly line of East Fork Estates, according to the plat thereof recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas; THENCE South 88°56'18" East, departing said meanders, along the northerly line of said 187.62 acre tract and the southerly line of said East Fork Estates, passing at a distance of 54.66 feet a 1/2 inch iron pipe found for corner, and continuing along the same course, for a total distance of 1,775.13 feet to a 1/2 inch iron rod with plastic cap stamped “RPLS 4709” found for an ell corner of said 187.62 acre tract; THENCE North 02°39'53" East, departing the southerly line of said East Fork Estates, along the westerly line of said 187.62 acre tract and crossing aforesaid Lot 8, passing at a distance of 449.35 feet a 1/2 inch iron rod with plastic cap stamped RPLS 5686” found on the southerly line of a 60 foot wide Road and Utility Easement recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas, and continuing along the same course, for a total distance of 479.35 feet to a northwest corner of said 187.62 acre tract, same being on the northerly line of said Lot 8, the southerly line of Lot 22 of said East Fork Estates; THENCE South 88°09'27" East, along the northerly line of said 187.62 acre tract, the northerly line of said Lot 8, the northerly line of aforesaid Lot 7, the southerly line of said Lot 22 and the southerly line of Lot 21 of said East Fork Estates, a distance of 396.22 feet to the northeast corner of said Lot 7, common to the northwest corner of aforesaid Lot 6, from which, a mag nail with shiner found for witness bears South 80°48’ West, 0.29 feet; THENCE North 67°37'28" East, along the northwesterly line of said 187.62 acre tract, the northwesterly line of said Lot 6, and the southeasterly line of said Lot 21, a distance of 72.10 feet to a point for corner, from which, a 1/2 inch iron rod found for witness bears North 79°18’ East, 0.56 feet; THENCE North 33°03'40" East, continuing along the northwesterly line of said 187.62 acre tract, the northwesterly line of said Lot 6, and the southeasterly line of said Lot 21, a distance of 60.00 feet to a mag nail found for corner; THENCE North 00°27'10" East, along the westerly line of said 187.62 acre tract, the westerly line of said Lot 6 and the easterly line of said Lot 21, a distance of 136.90 feet to a northwest corner of said 187.62 acre tract, the northwest corner of said Lot 6, common to the southwest corner of Lot 5 of said East Fork Estates, from which, a 1/2 inch iron rod found for witness bears North 81°20’ East, 0.57 feet; Page 14 of 17 THENCE South 88°22'07" East, along the northerly line of said 187.62 acre tract, the northerly line of said Lot 6, and the southerly line of said 5, passing at a distance of 30.00 feet a 1/2 inch iron rod found for corner on the easterly line of said 60 foot wide Road and Utility Easement, and continuing along the same course, for a total distance of 381.99 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the northeast corner of said Lot 6, common to the southeast corner of said Lot 5, and an ell corner of said 187.62 acre tract, from which, a 1/2 inch iron rod found for witness bears North 83°22’ West, 0.94 feet and a 1/2 inch iron rod found for witness bears South 89°18’ West, 1.80 feet; THENCE North 02°17'35" East, along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 344.92 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for corner; THENCE North 03°13'26" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 312.50 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for corner; THENCE North 02°50'31" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 451.70 feet to a 1/2 inch iron rod found for corner; THENCE North 03°08'55" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 278.52 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex RPLS 3689” found for corner; THENCE North 02°24'40" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 729.57 feet to the POINT OF BEGINNING and containing 748.676 acres (32,612,334 square feet) of land, more or less. TRACT 2 BEING a tract of land situated in the R. Phalen Survey, Abstract No. 694 and the J.M. Kincade Survey, Abstract No. 510, Collin County, Texas, and being all of a called 59.536 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5930, Page 1861 of the Deed Records of Collin County, Texas, and being more particularly described as follows: BEGINNING at the westernmost northwest corner of said 59.536 acre tract, common to the southwest corner of a called 3.988 acre tract of land described in a deed to MMD Wallace, LLC, as recorded in Instrument No. 20220325000481190 of the Official Public Records of Collin County, Texas, being on the easterly right of way line of F.M. Highway 455, an 80 foot wide right of way, from which, a 1/2 inch iron rod found for witness bears North 89°08’ West, 0.30 feet; THENCE South 88°34'25" East, departing the easterly right of way line of said F.M. Highway 455, along the northerly line of said 59.536 acre tract, the southerly line of said 3.988 acre tract, and the southerly line of a called 1.00 acre tract of land described in a deed to Mary C. Rollins, Page 15 of 17 as recorded in Instrument No. 20090519000609560 of the Official Public Records of Collin County, Texas, a distance of 664.53 feet to a 6 inch wooden post found for an ell corner of said 59.536 acre tract, common to the southeast corner of a called 1.00 acre tract of land described in a deed to Mary C. Rollins, as recorded in Instrument No. 20090519000609560 of the Official Public Records of Collin County, Texas; THENCE North 02°32'31" East, along the westerly line of said 59.536 acre tract and the easterly line of said 1.00 acre tract, a distance of 308.62 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex 3689” found for the northernmost northwest corner of said 59.536 acre tract, common to the northeast corner of said 1.00 acre tract, being on the southerly right of way line of County Road No. 288, a variable width right of way, no record found; THENCE South 88°45'13" East, along the northerly line of said 59.536 acre tract and the southerly right of way line of said County Road No. 288, a distance of 511.72 feet to a point for corner, from which, a 1/2 inch bent iron rod found for witness bears South 01°52” East, 0.64 feet; THENCE North 85°54'47" East, continuing along the northerly line of said 59.536 acre tract and the southerly right of way line of said County Road No. 288, a distance of 200.00 feet to a 1/2 inch iron rod found for corner; THENCE North 89°21'31" East, continuing along the northerly line of said 59.536 acre tract and the southerly right of way line of said County Road No. 288, a distance of 660.45 feet to a 1/2 inch iron rod found for the northeast corner of said 59.536 acre tract, common to the northwest corner of a called 17.229 acre tract of land described in a deed to Gero Atilla Temesvary and Kristin Rae Temesvary, as recorded in Instrument No. 20200123000098610 of the Official Public Records of Collin County, Texas; THENCE South 00°46'45" East, departing the southerly right of way line of said County Road No. 288, along the easterly line of said 59.536 acre tract and the westerly line of said 17.229 acre tract, a distance of 463.90 feet to a 1/2 inch iron rod found for corner; THENCE South 15°57'46" East, continuing along the easterly line of said 59.536 acre tract and the westerly line of said 17.229 acre tract, a distance of 526.58 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the northernmost southeast corner of said 59.536 acre tract; THENCE along the southerly line of said 59.536 acre tract, the following courses and distances: North 88°28'51" West, a distance of 321.99 feet to a 1/2 inch iron rod found for corner; North 89°27'46" West, a distance of 189.98 feet to a 1/2 inch iron rod with plastic cap stamped “Metroplex 3689” found for corner; North 88°09'30" West, a distance of 279.41 feet to a 1/2 inch iron rod found for corner; North 83°59'34" West, a distance of 198.41 feet to a 1/2 inch iron rod found for corner; Page 16 of 17 North 89°37'20" West, a distance of 130.06 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for an ell corner of said 59.536 acre tract; THENCE South 01°15'52" West, along the easterly line of said 59.536 acre tract, a distance of 833.23 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set for the southernmost southeast corner of said 59.536 acre tract; THENCE North 88°32'11" West, along the southerly line of said 59.536 acre tract, a distance of 131.97 feet to a point for corner on the northerly right of way line of aforesaid F.M. Highway 455, and at the beginning of a non-tangent curve to the left with a radius of 803.94 feet, a central angle of 24°19'02", and a chord bearing and distance of North 77°12'09" West, 338.65 feet, from which, a 1/2 inch iron rod with plastic cap stamped “Metroplex 3689” found for witness bears North 87°29’ East, 0.75 feet; THENCE in a northwesterly direction along the southerly line of said 59.536 acre tract and the northerly right of way line of said F.M. Highway 455, with said non-tangent curve to the left, an arc distance of 341.21 feet to a 1/2 inch iron rod found for corner; THENCE North 89°21'41" West, continuing along the southerly line of said 59.536 acre tract and the northerly right of way line of said F.M. Highway 455, a distance of 374.40 feet to a 5/8 inch iron rod with plastic cap stamped “KHA” set at the beginning of a tangent curve to the right with a radius of 278.31 feet, a central angle of 92°10'00", and a chord bearing and distance of North 43°16'41" West, 400.96 feet; THENCE in a northwesterly direction along the curving southwesterly line of said 59.536 acre tract and the curving northeasterly right of way line of said F.M. Highway 455, with said tangent curve to the right, an arc distance of 447.69 feet to a point for corner, from which, a 1/2 inch iron rod found for witness bears South 24°42’ East, 0.39 feet; THENCE North 02°48'19" East, along the westerly line of said 59.536 acre tract and the easterly right of way line of said F.M. Highway 455, a distance of 483.88 feet to a point for corner, from which, a 1/2 inch iron rod laid over found for witness bears South 65°15’ West, 0.24 feet; THENCE North 02°17'19" East, continuing along the westerly line of said 59.536 acre tract and the easterly right of way line of said F.M. Highway 455, a distance of 524.50 feet to a 1/2 inch iron rod found for corner; THENCE North 02°13'19" East, continuing along the westerly line of said 59.536 acre tract and the easterly right of way line of said F.M. Highway 455, a distance of 78.15 feet to the POINT OF BEGINNING and containing 59.545 acres (2,593,774 square feet) of land, more or less. Page 17 of 17 Exhibit 2 Pre-Annexation Development Agreement (Res. No. 2025-05-1782) Page 1 of 131 RESOLUTION NO. Zoz5 -0.57 - 179 P- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING THE OAK RIDGE DEVELOPMENT AGREEMENT WITH OPP-OAK RIDGE, LP WHEREAS, approximately 808 acres of real property located in the municipal boundaries of the ETJ of the City of Anna, in Collin County, Texas is intended to be developed as a planned development (the "Property") and, WHEREAS, the City intends that the property be developed in accordance with the Oak Ridge Development Agreement, attached hereto as Exhibit 1; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: SECTION 1. The recitals are incorporated herein as if set forth in full for all purposes. SECTION 2. The City Council hereby approves the Oak Ridge Development Agreement attached hereto as Exhibit 1, and authorizes the Mayor's or City Manager's execution of same. The Mayor or City Manager are hereby authorized to execute all documents and take all other actions necessary to finalize, act under, and enforce the Development Agreement. CONSIDERED, PASSED AND ADOPTED by the City Council of the City of Anna at a regular meeting on the 27th day of May 2025. APPROVED: Pete Cain, Mayor ATTEST: Carrie L. Land, City Secretary Page 2 of 131 OAK RIDGE DEVELOPMENT AGREEMENT This Oak Ridge Development Agreement (this "Agreement") is entered into by and between the CITY OF ANNA, TEXAS, a Texas home -rule municipality (the "City") and OPP- OAK RIDGE, LP, a Texas limited partnership and its successors and assigns (the "Developer") each individually, a "Party," and collectively, the "Parties"), to be effective on the Effective Date. SECTION 1 RECITALS WHEREAS, certain capitalized terms used in these recitals are defined in Section 2; and WHEREAS, the City is a home -rule municipality of the State of Texas; and WHEREAS, the Developer owns approximately 808.221 acres of real property, described by metes and bounds in Exhibit A (the "Propert "); and WHEREAS, the Property is located within the extraterritorial jurisdiction (the "BTJ") of the City; and WHEREAS, it is intended that the Property, which is depicted in Exhibit B, be developed to contain single-family homes of various sizes, townhomes, commercial and other mixed -use development constructed over multiple phases and is to be known and referred to as "Oak Ridge" the " Project"), as generally depicted on the Illustrative Layout (as defined herein), which is attached hereto as Exhibit C, which may be revised as set forth in this Agreement, and in accordance with applicable City Regulations and the development standards set forth in certain proposed planned development standards ("Development Standards"), which Development Standards are attached hereto as Exhibit D; and WHEREAS, the Illustrative Layout is intended to comply with the vision of the 2050 Comprehensive Plan; and WHEREAS, the Developer intends to file a voluntary petition for annexation of the Property; and WHEREAS, the Parties intend for the City to provide water and sewer service to the Property; and WHEREAS, the Developer desires and intends to design, construct and install and/or make financial contributions to certain Authorized Improvements to serve the Project; and WHEREAS, in consideration of the Developer's agreements contained herein, the City shall use reasonable efforts to exercise its powers under Texas Local Government Code, Chapter 372 ( the "PID Act") to create one or more public improvement districts encompassing the Property to provide financing arrangements that will enable the Developer to do the following in accordance with the procedures and requirements of the PID Act and this Agreement: (a) fund or be reimbursed for a specified portion of the costs of the PID Projects using the proceeds of PID Bonds; or (b) obtain reimbursement for the specified portion of the costs of the PID Projects, the source of which OAK RIDGE DEVELOPMENT AGREEMENT PAGE 1 707676078v10 Page 3 of 131 reimbursement will be installment payments from Assessments within the PID, provided that such reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses; and WHEREAS, in consideration of the Developer's agreements and promises contained herein, as allowed by law, the City agrees to exercise its powers under the TIRZ Act to create the TIRZ and to dedicate funds from the TIRZ as provided herein; and WHEREAS, after creation of the PID and the TIRZ, all of the City's administrative costs associated with the PID will be funded by the levy of Assessments on the Property in accordance with the PID Act, and all of the City's administrative costs associated with the TIRZ will be funded from the TIRZ Revenue in accordance with the TIRZ Act; and WHEREAS, the City desires to provide certain economic incentives related to the commercial development on the portions of the Property designated for commercial development; WHEREAS, the Parties desire and intend for the design, funding, construction, and installation of the Public Infrastructure to occur in a phased manner over the Term of this Agreement and that Developer will dedicate to and the City will accept the Public Infrastructure for public use and maintenance, subject to the City's approval of the plans and inspection of the Public Infrastructure in accordance with this Agreement and the City Regulations; and WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance with the terms of this Agreement and all legal requirements, including but not limited to any Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt one or more Assessment Ordinances (to pay for a specified portion of the PID Projects and approved by the City Engineer or his designee and the costs associated with the administration of the PID and the issuance of the PID Bonds for each respective Phase of the Project); and (iii) issue, in multiple series PID Bonds for the purpose of financing a specified portion of the costs of the PID Projects and paying associated costs as described herein; and WHEREAS, unless expressly set forth to the contrary in this Agreement, it is the Parties' mutual intent that this Agreement shall supersede City Regulations only to the extent that City Regulations directly conflict with the terms of this Agreement; and WHEREAS, the Developer understands and acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and WHEREAS, the Developer understands and acknowledges that acceptance of this Agreement is not an exaction or a concession demanded by the City but rather is an undertaking of Developer's voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit development of the Property; and WHEREAS, the City and the Developer agree and acknowledge that the Property may be developed and used in accordance with the Agreed Development Plan (as defined herein) set forth in this Agreement; and OAK RIDGE DEVELOPMENT AGREEMENT PAGE 2 Page 4 of 131 WHEREAS, the City recognizes the positive impact the Public Infrastructure will bring to the City and that said improvements will promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state; and WHEREAS, as the Property is in the City's ETJ on the Effective Date of this Agreement, the Parties intend that this Agreement is a development agreement as provided for by state law in Section 212.171 et seq of the Texas Local Government Code; and WHEREAS, this Agreement shall constitute a "permit" under Chapter 245 of the Texas Local Government Code and as allowed pursuant to Section 212.172(g) of the Texas Local Government Code and that all prerequisites for entering into such agreement have been completed in full and that the City has provided the Developer with the written disclosures required when offering this Agreement under Section 212.171(b-1), said section being incorporated herein as if set forth in full; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby agree as follows: SECTION 2 DEFINITIONS Certain terms used in this Agreement are defined in this Section 2. Other terms used in this Agreement are defined in the recitals or in other sections of this Agreement. Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: 2050 Comprehensive Plan means the Anna 2050 Comprehensive Plan and applicable provisions of the Anna 2050 Parks Master Plan adopted by the City Council on April 27, 2021 under Ordinance No. 903-2021 and as amended as of the Effective Date. Administrative Expenses means reasonable expenses incurred by the City in the establishment, administration, and operation of the PID and the TIRZ. Administrator means an employee, consultant, or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement or document approved by the City related to the duties and responsibilities for the administration of the PID. Assessment(s) means the special assessments levied on the Property pursuant to the PID Act on a Phase -by -Phase basis, under one or more Assessment Ordinances adopted on a Phase - by -Phase basis to reimburse the Developer on a Phase -by -Phase basis for a portion of the PID Projects benefitting the applicable Phase(s) as set forth in the Service and Assessment Plan, as well as payment of Administrative Expenses and repayment of the PID Bonds and the costs associated with the issuance of the PID Bonds. Assessment Ordinance means an ordinance approved by the City Council under the PID Act levying one or more Assessment(s). OAK RIDGE DEVELOPMENT AGREEMENT PAGE 3 Page 5 of 131 Authorized Improvements means the PID Projects and all on- and off -site public water, sewer, drainage, and roadway facilities, rights -of -way, along with other public improvements, such as parks, trails, landscaping and screening, that benefit the Property, are to be constructed by Developer, are identified on Exhibit E, and for which the Parties intend Developer will be fully or partially reimbursed pursuant to the terms of this Agreement. Bond Ordinance means each ordinance adopted by the City Council that authorizes and approves the issuance and sale of any PID Bonds for the applicable Phase(s) of the Project. Budgeted Cost means, with respect to any given Authorized Improvement, the estimated cost of the improvement as set forth by Phase in Exhibit E. Capital Improvements) shall have the meaning provided in Chapter 395, Texas Local Government Code. Capital Improvement Costs means costs incurred by the Developer for the construction, contributions, or dedications of Capital Improvements, including actual costs of design, engineering, construction, acquisition, and inspection, and all costs related in any manner to the Capital Improvement. Capital Improvements Plan or "CIP" means all capital improvements plan(s) duly adopted by the City under Chapter 395, Texas Local Government Code, as may be updated or amended from time to time. Chapter 245 means Chapter 245, Texas Local Government Code, as amended. Chapter 380 Agreement means an agreement in which the City agrees to provide a Chapter 380 Grant pursuant to Chapter 380, Texas Local Government Code, as amended. Chapter 380 Grant means any grant provided by the City pursuant to a Chapter 380 Agreement as described in this Agreement. Chapter 395 means Chapter 395, Texas Locat Government Code, as amended. City means the City of Anna, a home rule municipality located in Collin County, Texas. City Code means the Anna City Code of Ordinances and all of its provisions and regulations or standards adopted by reference in said Code in effect on the Effective Date; provided, however, that as it relates to Public Infrastructure for any given Phase, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that Phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences, except that to the extent there is a conflict between the City Code and the Development Standards, the Development Standards shall control. City Council means the City Council of the City. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 4 Page 6 of 131 City Engineer means the person or entity acting as the City Engineer. City Manager means the current or acting City Manager of the City or a person designated to act on behalf of the City Manager if the designation is in writing and signed by the current or acting City Manager. City PID Fee means the per single -family -residential -lot fee to be paid by the Developer to the City in accordance with the established City PID Policy and in accordance with Section 5.21 hereof. City PID Policy means the City of Anna Public Improvement District Policy approved by the City Council on June 23, 2020, via Resolution No. 2020-06-747. City Regulations mean City Code provisions, ordinances, design standards (including but not limited to the City design standards and the Development Standards), uniform codes, policies, requirements, limitations, restrictions, and other regulations (including but not limited to all fees and land dedications applicable to the Project) duly adopted by the City and in effect on the Effective Date; provided, however, that as it relates to Public Infrastructure for any given phase, the applicable construction standards (including, without limitation, uniform building codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for that phase unless construction has not commenced within two years of approval of such preliminary plat in which case the construction standards shall be those that the City has duly adopted at the time that construction commences, except that to the extent there is a conflict between the City Regulations and the PD, the PD shall control. The term does not include Park Fees, if and only to the extent waived, on the Property in accordance with this Agreement. Cost Underruns means actual PID Projects Costs that are less than the Budgeted Costs set forth in the SAP. Developer Continuing Disclosure Agreement means any continuing disclosure agreement of the Developer executed contemporaneously with the issuance and sale of a series of PID Bonds. Developer Improvement Account means each construction fund account created under an Indenture, if any, funded by the Developer, and used to pay for portions of the acquisition, design, and construction of the PID Projects for a particular Phase of the Project attributable to a Developer, the need for which account shall be determined on a Phase -by -Phase basis. Development Standards mean the design specifications and construction standards identified in Section 5.13 of this Agreement, including without limitation the standards set forth in Exhibit D and applicable City Regulations. Effective Date means the effective date of this Agreement, which shall be the date upon which all Parties have fully executed and delivered this Agreement and the City's legal counsel has signed this Agreement, approving same as to form. End User means any tenant, user, or owner of a Fully Developed and Improved Lot, but excluding the HOA or POA. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 5 Page 7 of 131 ETJ shall have the meaning given to it in the Recitals. Fire Station Site means a tract of land of up to a maximum of five (5) acres (or such size as agreed to by the Developer and the City at the time of dedication). Fully Developed and Improved Lot means any privately -owned lot in the Project, regardless of proposed use, intended to be served by the Authorized Improvements and for which a final plat has been approved by the City and recorded in the Real Property Records of Collin County, Texas. HOA means one or more homeowners associations formed with respect to any single- family residential portion of the Project, which shall privately function as a homeowners association for the Project. Home Buyer Disclosure Program means the disclosure provisions relating to property located in public improvement districts set forth in Chapter 5 of the Texas Property Code, which establish a mechanism to disclose to each buyer the terms and conditions under which their lot is burdened by Assessments. Illustrative Lam means the intended plan for the development of the Project as depicted on Exhibit C. Impact Fees means those fees assessed and charged against the Project in accordance with Chapter 395 and as defined therein. Impact Fee Reimbursements means payments made by the City to the Developer to reimburse the Developer for Capital Improvement Costs included in the Capital Improvements Plan. Improvement Account of the Project Fund means the construction fund account created under a particular Indenture, funded by the PID Bond Proceeds, and used to pay or reimburse for certain portions of the construction or acquisition of the PID Projects. Indenture means each trust indenture by and between the City and a trustee bank under which PID Bonds are issued and funds are held and disbursed with respect to the particular Phase for which such PID Bonds are issued. Independent Appraisal means, in establishing the appraised value, (i) the appraised value of a specific assessed parcel or assessed parcels, as applicable, in a specific Phase for which Assessments have been levied as established by publicly available data from the Collin Central Appraisal District, (ii) the Collin Central Appraisal District Chief Appraiser's estimated assessed valuation for completed homes (home and lot assessed valuation) and estimated lot valuation for lots on which homes are under construction, (iii) an "as -complete" appraisal delivered by an independent appraiser licensed in the State of Texas, which appraisal shall assume completion of the particular Phase for which said Assessments have been or will be levied, as applicable, or (iv) a certificate delivered to the City by a qualified independent third party (which party may be the Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of each lot in the particular Phase, as applicable, for which such Assessments have been levied based on OAK RIDGE DEVELOPMENT AGREEMENT PAGE 6 Page 8 of 131 either (x) the average gross sales price (which is the gross amount including escalations and reimbursements due to the seller of the lots) for each lot type based on closings of lots in such Phase for which the Assessments have been levied or (y) the sales price in the actual lot purchase contracts in the particular Phase for which such Assessments have been or will be levied, as applicable. Institutional Investor shall mean an entity or individual that purchases more than five (5) detached single-family lots within the Project with the plan, intent or desire to construct or cause to be constructed homes owned by such entity or individual thereon to be owned for rental or leasing purposes. Local Improvements means PID Projects that benefit one or more Phases of the property in a PID but not the entire PID. Major Improvements means those PID Projects that benefit all property within a PID. Notice means any notice required by or described in this Agreement (or otherwise given in connection with this Agreement). Park Fees means those fees assessed and charged against the Project in accordance with Sections 9.02.135 and A3.006 of the City Code and shall include any "park development fees" as described in City Code. Phase means any distinct phase of development on the Property which are being developed concurrently as finished lots. PID means one or more public improvement districts encompassing all or a portion of the Property, for which the City agrees to exert reasonable efforts to create for the benefit of certain portions of the Project pursuant to the PID Act and this Agreement. PID Act means Chapter 372, Texas Local Government Code, as amended. PID Bond(s) means assessment revenue bonds issued by the City pursuant to the PID Act to finance the PID Projects. PID Bond Proceeds means the funds generated from the sale of the PID Bonds. PID Documents means, but not limited to, collectively, each PID Resolution, the SAP, and the Assessment Ordinance(s). PID Financial Summary means the document attached to this Agreement as Exhibit L, which summarizes financial data related to each PID. PID Projects means all water, wastewater/sewer, drainage, roadway, park, trail, landscape, irrigation, hardscape, rights -of -way, and other improvements allowable under the PID Act and benefitting and necessary to serve the Project and which shall be owned by the City and/or dedicated to the City by plat, deed, or easement and maintained by the City (unless the City requires another entity to maintain projects such as trails, parks or landscaping as provided in OAK RIDGE DEVELOPMENT AGREEMENT PAGE 7 Page 9 of 131 Section 5.6 herein), including those identified in the PID Documents and outlined in Exhibit E. PID Projects Cost means the actual cost of design, engineering, construction, acquisition, and/or inspection of the PID Projects, along with Administrative Expenses associated with any PID. PID Resolution means a resolution adopted by the Council creating a PID in accordance herewith, as recorded in the real property records of Collin County, Texas. POA means one or more property owners associations that may be formed with respect to the commercial and multifamily portions of the Project. Project and Finance Plan means a final TIRZ Project and Finance Plan approved and adopted by the City in accordance with this Agreement as such plan may be amended from time to time. Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway, park and trail, and other infrastructure, including rights -of -way, necessary to serve the full development of the Project and/or to be constructed by the Developer and dedicated to the City under this Agreement; provided, however, that the term shall not drainage detention facilities to the extent that such facilities are to be owned and maintained by an HOA or POA under this Agreement. The term includes the PID Projects. Real Property Records means the official land recordings of the Collin County Clerk's Office. Reimbursement Agreement means an agreement by and between the City and the Developer by which the Parties establish the terms by which the Developer may obtain reimbursements for PID Projects through the PID Bond Proceeds or Assessments for the respective Phase. Service and Assessment Plan ("SAP") means the service and assessment plan for the respective PID, to be adopted and updated at least annually by the City Council pursuant to the PID Act for the purpose of assessing allocated costs against portions of the Project located within the boundaries of the PID having terms, provisions, and findings approved by the City, as required by the PID Act and this Agreement. TIRZ means a tax increment reinvestment zone encompassing any portion of the Property to be created by the City pursuant to the TIRZ Act. TIRZ Act means Chapter 311 of the Texas Tax Code, as amended. TIRZ Documents means collectively the TIRZ Project and Finance Plan, the TIRZ ordinance, and the TIRZ participation agreement(s) with other taxing entities, if applicable. TIRZ Fund(s) means the fund(s) set up by the City in order to receive TIRZ funds in accordance with this Agreement, the TIRZ Documents and state law. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 8 Page 10 of 131 TIRZ Revenue means the tax increment received by the City from the City property taxes levied against the Property and to be deposited into the TIRZ Fund(s) in accordance with the TIRZ Act. SECTION 3 PUBLIC IMPROVEMENT DISTRICT 3.1 Creation of the PID; Levy of Assessments. The City shall approve all necessary documents, resolutions and ordinances, including without limitation the PID Documents, required to effectuate this Agreement, to create one or more PIDs encompassing the Property, and to levy the Assessments. For each Phase of development, the City will prepare and approve a preliminary Service and Assessment Plan (or amended Service and Assessment Plan) providing for the levy of the Assessments for such Phase of the PID. Promptly following preparation and approval of a preliminary SAP acceptable to the City and the Developer for the portion of the Property being assessed and subject to the City Council making findings that the PID Projects confer a special benefit on the Property, the City Council shall consider an Assessment Ordinance for the applicable Phase within the PID. The Developer shall develop the Property consistent with the terms of this Agreement. Nothing contained in this Agreement, however, shall be construed as creating a contractual obligation that controls, waives, or supplants the City Council's legislative discretion or functions. 3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land. Concurrent with the levy of the Assessment applicable to a particular Phase of the Project, the Developer shall: (a) approve and accept in writing the levy of the Assessment(s) on all land owned by the Developer and (b) cause covenants running with the land to be recorded against the portion of the Property within the applicable Phase that will bind any and all current and successor developers and owners of all or any part of such Phase of the Project to pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and that the purchasers of such land take their title subject to and expressly assume the terms and provisions of such assessments and the liens created thereby. The covenants required to be recorded under this paragraph shall be recorded substantially contemporaneously with the recordation of the final plat of the applicable Phase, except for the final SAP which will be recorded by the City upon its approval in accordance with the PID Act. The Developer hereby acknowledges and accepts the Home Buyer Disclosure Program. SECTION 4 AUTHORIZED IMPROVEMENTS, PID PROJECTS, AND PUBLIC INFRASTRUCTURE 4.1 PID Projects. Prior to the issuance of PID Bonds, the PID Projects and PID Projects Costs are subject to change as may be agreed upon by the Developer and the City and, if changed, shall be updated by the Developer and the City consistent with the Service and Assessment Plan and the RID Act. All approved final plats within the Property shall include those PID Projects located therein and the respective PID Projects Cost shall be finalized before the applicable final plat is approved by the City Council. Without limiting the foregoing, and on a Phase -by -Phase basis, as applicable, the PID Projects Cost, the timetable for installation of the PID Projects, and all other pertinent information and data will be reviewed at least annually by the Parties in an OAK RIDGE DEVELOPMENT AGREEMENT PAGE 9 Page 11 of 131 annual update of the Service and Assessment Plan adopted and approved by the City Council consistent with the requirements of Section 372.013(b) of the PID Act. 4.2 Construction, Ownership, and Transfer of Authorized Improvements and Public Infrastructure. a) Construction Standards and Inspection. Except as otherwise expressly set forth in this Agreement, the Authorized Improvements and all other Public Infrastructure required for the development of the Property shall be constructed and inspected in accordance with this Agreement, the City Regulations, and any other governing body or entity with jurisdiction over the Public Infrastructure. The Developer agrees to cause all Public Infrastructure to be constructed in a good and workmanlike manner. Upon request, the City shall provide "tax-exempt" letters to Developer for use by all contractors, subcontractors, and suppliers installing Public Infrastructure within the Property. b) Contract Letting. The Parties understand that construction of the Authorized Improvements to be funded through Assessments are legally exempt from competitive bidding requirements pursuant to the Texas Local Government Code. The Parties acknowledge that, as of the Effective Date, the construction contracts for the construction of Authorized Improvements have not been awarded and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Public Infrastructure, the Developer's engineer shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including the contract proposal showing the negotiated total contract price and scope of work. c) Ownership. All of the Authorized Improvements and Public Infrastructure shall be owned by the City upon acceptance of them by the City. Subject to Section 5.20, the Developer agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of easements or property for the Authorized Improvements and Public Infrastructure to the City. d) Operation and Maintenance. Upon inspection, approval, and acceptance of the Authorized Improvements, the City shall maintain and operate the accepted Authorized Improvements (except to the extent that an entity other than the City is required to maintain improvements in accordance with Section 5.4(c) or Section 5.6). e) Applicability. Subsections (a)-(b), above shall not apply to Public Infrastructure that the City is obligated to fund and construct under this Agreement, if any. 4.3 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement, the Developer shall provide all Public Infrastructure necessary to serve the Project, including without limitation streets, utilities, drainage, sidewalks, parks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except as provided herein, and in accordance with City Regulations, and as approved by the City Engineer or his/her designee. The Developer shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. The Developer shall provide engineering studies, plan/profile sheets, and other construction documents OAK RIDGE DEVELOPMENT AGREEMENT PAGE 10 Page 12 of 131 at the time of final platting as required by City Regulations. Such plans shall be approved by the City Engineer or his/her designee prior to approval of a final plat. Construction of any portion of the Public Infrastructure shall not be initiated until a pre -construction conference that includes a City representative has been held regarding the proposed construction and City has issued a written notice to proceed which includes such Public Infrastructure. 4.4 Maintenance Bonds. The Developer shall execute or cause to be executed a valid maintenance bond in accordance with applicable City Regulations that guarantees the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Public Infrastructure constructed by the Developer, arising from defective workmanship or materials used therein, for a full period of not more than two (2) years from the date of final acceptance of the Public Infrastructure constructed under any such contract(s). 4.5 Inspections Acceptance of Public Infrastructure and Developer's Remedy. The City shall inspect, as required by City Regulations, the construction of all Public Infrastructure necessary to support the proposed development within the Property, including without limitation water, sanitary sewer, drainage, streets, park facilities, electrical, and streetlights and signs. The City's inspections shall not release the Developer from its responsibility to construct, or ensure the construction of adequate Authorized Improvements and Public Infrastructure in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. The Developer's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance and cost reimbursements pursuant to the terms of this Agreement. 4.6 Insurance. The Developer or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Infrastructure is under construction (and until the full and final completion of such Public Infrastructure and acceptance thereof by the City): (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than 1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Infrastructure construction contracts, whether by the Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall be issued by a carrier which is rated "A- I" 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 Infrastructure construction contracts, the Developer 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 thirty (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. SECTION 5 ADDITIONAL OBLIGATIONS AND AGREEMENTS OAK RIDGE DEVELOPMENT AGREEMENT PAGE 11 Page 13 of 131 5.1 Wastewater/Sanitary Sewer Facilities. a) Developer Obligations. Developer is responsible for the design, installation, and construction of the wastewater/sanitary sewer improvements necessary to serve the Property as generally depicted on Exhibit F (the "Major Sewer Improvements"), provided that the Developer and the City Engineer may mutually agree to modifications to the sizing and location of such improvements at the time of construction thereof. The design of all Major Sewer Improvements shall be approved by the City in advance of the construction of same. Subject to the City's obligations under Section 5.20, the Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for Major Sewer Improvements, the size and extent of each such easement or other property interest to be approved by the City. b) Timing of Developer's Obligations. Except as otherwise provided herein, the Developer shall complete in a good and workmanlike manner all on -site wastewater/sanitary sewer improvements necessary to serve each Phase of the Project prior to the recordation of the final plat covering such Phase; provided that the Developer may submit the final plat for any Phase prior to the installation of such improvements if it obtains approval for and executes an improvement agreement and provides adequate security therefor in accordance with the City's Subdivision Regulations. c) Sewer Lines; City Obligations. The portion of the Project east of Trinity Falls Parkway will be served by the existing Hurricane Creek Sanitary Sewer Line B as shown on the City's Wastewater Master Plan. The remainder of the Project shall be served by the 54" line to be built in the east fork of Trinity River as shown on the City's Master Plan (the "54" Trinity Line"), or such other line capable of serving such Phases. The City shall construct the 54" Trinity Line at its expense, and such 54" Trinity Line shall be operational such that it can serve all portions of the Project west of Trinity Falls Parkway by January 1, 2029 (the "Trinity Completion Deadline"). The City anticipates completing the easement acquisition for the 54" Trinity Line by January 1, 2027, and the construction plan submittal and approval process for the 54" Trinity Line is anticipated to be completed by October 1, 2027. d) If the City does not complete the 54" Trinity Line by the Trinity Completion Deadline, the City agrees to provide, at its sole cost, pump and haul service for sewage until such time as the 54" Trinity Line is complete, and the City shall approve plats and allow the issuance of building permits in the Development in accordance with Section 5.12 below; provided that the Developer may, at the Developer's sole discretion, acquire easements and install the 54" Trinity Line and the Developer shall be reimbursed for the cost of such line by the City. 5.2 Water Facilities. a) Developer's General Obligations. Developer is responsible for the design, installation, and construction of the on -site water improvements necessary to serve the Property. Subject to the provisions of Section 5.2(c) hereof, the Developer is responsible for design, installation, and construction of certain major water lines as generally depicted in as generally depicted on Exhibit G (the "Major Water Improvements"). The design of water improvements shall be approved by the City in advance of the constriction of same. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 12 Page 14 of 131 b) Timing of Developer's Obligations. Except as otherwise provided herein, the Developer shall complete in a good and workmanlike manner all on -site water improvements necessary to serve each Phase of the Project prior to the recordation of the final plat covering such Phase, provided that the Developer may submit the final plat for any Phase prior to the installation of such improvements if it obtains approval for and executes an improvement agreement and provides adequate security therefor in accordance with the City's Subdivision Regulations. c) Major Water Improvements. The Developer will construct the Major Water Improvements each as depicted on Exhibit G; provided that the Developer shall not be required to install a secondary looped water system until construction of the third Phase of the Development. Subject to the City's obligations under Section 5.20, the Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for Major Water Improvements, the size and extent of each such easement or other property interest to be approved by the City. The Major Water Improvements shall be constructed in the size shown on Exhibit G. It is agreed that the necessary size of the water lines shown as Pod 1 Major 16" Water Line and Pod 3 Major 16" Water Line for the needs of the Development is 12" and the oversizing of such waterlines from 12" to 16", respectively, has been requested by the City and the cost of such oversizing shall be reimbursed by the City in accordance with Section 5.5 hereof. 5.3 Water and Wastewater Services; Ownership of Water and Wastewater Infrastructure. a) The City represents and confirms that it currently has and reasonably expects to continue to have the capacity to provide to the Property continuous and adequate retail water and wastewater service at times and in capacities sufficient to meet the service demands of the Project as it is developed and reserves such capacity for the Project. The City agrees to provide a will -serve letter for water service upon written request of the Developer. b) Upon acceptance by the City of the water and wastewater facilities described herein, the City shall operate or cause to be operated said water and wastewater facilities serving the Project and use them to provide service to all customers within the Project at the same standard rates and charges as similar properties located within the City. Upon acceptance by the City, the City shall at all times maintain said water and wastewater facilities, or cause the same to be maintained, in good condition and working order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, and orders of any governmental entity with jurisdiction over same. 5.4 Roadway Facilities and Drainage Improvements. a) Developer's General Obligations. The Developer is responsible for the design, installation, and construction of all on -site roadway facilities required to serve the Property. The Developer is also responsible for design, installation, and construction of certain major road improvements as generally depicted on Exhibit H (the "Major RoadwayImprovements"), except to the extent any such roadway is constructed and installed by the Texas Department of Transportation ("TxDOT"). The design of all roadway improvements shall be approved by the City in advance of the construction, except to the extent such roadways are constructed and installed by TxDOT. Subject to the City's obligations under Section 5.20, the Developer shall be OAK RIDGE DEVELOPMENT AGREEMENT PAGE 13 Page 15 of 131 responsible for the acquisition of any easements and other property acquisitions necessary for Major Roadway Improvements, the size and extent of each such easement or other property interest to be approved by the City. b) Timing, of General Obligations. Prior to the recordation of any final plat for any Phase of the Project, the Developer shall complete, in a good and workmanlike manner, construction of all on -site roadway facilities and related improvements necessary to serve such Phase in accordance with construction plans approved by the City; provided that the Developer may submit the final plat for any Phase prior to the installation of such improvements if it obtains approval for and executes an improvement agreement and provides adequate security therefor in accordance with the City's Subdivision Regulations. Thereafter, the roads shall be conveyed to the City for ownership and maintenance. c) Drainage/Detention Infrastructure. The Developer shall have full responsibility for designing, installing, and constructing the drainage/detention infrastructure that will serve the Property and the cost thereof, and said infrastructure shall be designed and constructed in accordance with applicable City Regulations. Prior to the recordation of the final plat for any Phase of development, the Developer shall complete in a good and workmanlike manner construction of the drainage/detention improvements necessary to serve such Phase provided that the Developer may submit the final plat for any Phase prior to the installation of such improvements if it obtains approval for and executes an improvement agreement and provides adequate security therefor in accordance with the City's Subdivision Regulations. Upon inspection, approval, and acceptance, City shall. maintain and operate the drainage improvements for the Property; provided, however, that the HOA, POA, or other entity as applicable, will maintain and operate all drainage and detention facilities except to the extent expressly set forth to the contrary in this Agreement. 5.5 Infrastructure Oversizing. The Developer shall not be required to construct or fund any Public Infrastructure so that it is oversized to provide a benefit to land outside the Property ("Oversized Public Infrastructure") unless, by the commencement of construction, the City has made arrangements to finance the City's portion of the costs of construction of such improvements attributable to the oversizing required by the City from sources other than PID Bond Proceeds, funds from the TIRZ that the City is obligated to utilize for this Project under Section 7, or Assessments. If the Developer is required by the City to construct or cause the construction of any Oversized Public Infrastructure on behalf of the City, the City shall be solely responsible for all costs attributable to the oversizing of the Oversized Public Infrastructure and none of the PID Bond Proceeds, the TIRZ Increment that the City is obligated to utilize for this Project under Section 7, or Assessments shall be utilized for financing the costs of Oversized Public Infrastructure that is attributable to the oversizing of the Oversized Public Infrastructure. 5.6 Mandatory HOA and POA. If a Phase includes single family residential lots, Developer will create, in a manner acceptable to the City, an HOA, which HOA, whether one or more, shall be required to levy and collect HOA fees (annually, quarterly or monthly) from home owners within the PID in an amount calculated to maintain the open spaces, parks, common areas, hike and bike trails located in common areas, portions of which trails and parks will be open to the public, right-of-way irrigation systems, raised medians and other right-of-way landscaping, and screening walls within the PID. Common areas including but not limited to screening, OAK RIDGE DEVELOPMENT AGREEMENT PAGE 14 Page 16 of 131 landscaping, gardens, entrances to the Property and right-of-way landscaping shall be maintained solely by the HOA. Maintenance of public rights -of -way landscaping and screening by the HOA shall comply with City Regulations and the HOA shall be subject to enforcement by the City. To the extent that a Phase includes commercial development with open space, common areas, and the like that are shared by more than one separately platted parcel, then, such common areas, open space and the like shall be maintained by a POA created for such commercial or multifamily development in the manner set forth in this paragraph or shall be maintained under a reciprocal easement agreement, declaration of covenants, conditions and restrictions, or other covenant regarding land use. 5.7 Illustrative Layout. The Illustrative Layout illustrates the approved development layout for the Property but has not been engineered and does not represent the final design that will be approved through the final platting process. The Developer may revise the Illustrative Layout through an administrative approval, provided the number of residential lots shown on the Illustrative Layout does not increase by greater than ten percent (10%), the numbers of residential lots in each category shown on the Illustrative Layout does not increase by greater than ten percent 10%), and the amount of open space shown on the Illustrative Layout does not decrease by greater than ten percent (10%). Nothing in this paragraph shall preclude Developer from applying directly to the City Council for approval of any Illustrative Layout revisions, including revisions greater than the percentages listed herein. If the Developer submits a revised Illustrative Layout as provided by this section and the City Manager or his/her designee determines that the Illustrative Layout should be administratively approved, the City Manager or his or her designee shall cause the revised Illustrative Layout to be attached to the official version of this Agreement on file with the City's Secretary's office, and the Developer shall record a memorandum of the revised Illustrative Layout in the Real Property Records. 5.8 Community Amenities. The Developer will (or will cause) the design, construction, maintenance, and operation of certain amenities in the Project as described in (a) and b) below. a) The Developer shall be required to construct the following amenities: 1) An amenity center (the "Amenity Center # 1 ") on a minimum 2 -acre site containing an amenity center building of at least 4,000 air-conditioned square feet which can be split between multiple buildings), a minimum 3,500 square -foot -size swimming pool (which can be split between multiple pools), bathrooms, a playground and an open recreation area, which Amenity Center #1 shall commence construction prior to issuance of the 250th building permit and shall be completed within twenty four 24) months of commencement of construction of Amenity Center #1; and 2) A second amenity center located generally as shown on Exhibit C containing an amenity center building or shaded structure, bathrooms, a playground and an open recreation area, construction of which shall commence prior to issuance of the 1,750th building permit and be completed within eighteen (18) months of commencement of the construction of said second amenity center. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 15 Page 17 of 131 b) The Developer further will (or will cause) the design, construction, maintenance, and operation of certain additional amenities in the Project. The Developer shall be required to construct four (4) of the following nine (9) amenities (such four (4) amenities, together with the three required amenities in this section, collectively, the "Community Amenities"): i) playground (2-5 years of age); ii) playground (5-8 years of age); iii) sand volleyball court or tennis court or pickleball court; iv) basketball court; v) the trails and open space described in Section 5.9; vi) outdoor workout equipment along hike and bike trails; vii) Three or more pocket parks at least 1 acre in size each; viii) dog park; and ix) park benches, trash cans, and pet stations along the trail and in the dog park. General depictions of a portion of the Community Amenities, which are provided as examples but are not binding on the Developer, are included on Exhibit I. To the extent that any Community Amenities may be included as PID Projects pursuant to the PID Act, the City may, at the City's sole discretion, accept dedication of such Community Amenities, and such Community Amenities may be maintained by the City or the HOA, as applicable. To the extent any Community Amenities are not owned or dedicated to the City and maintained by the City, such Community Amenities shall be owned and maintained by the HOA. 5.9 Parkland Dedication Credit. The Developer shall timely construct trails and dedicate such trails as outlined in this Section 5.9, and the Developer shall dedicate open space in the final plat for each phase each as generally depicted on Exhibit J (collectively, the "Trails and Open Space Acreage"). Provided the Developer causes such Trails and Open Space Acreage to be dedicated for such purposes, Developer shall be deemed to have satisfied all applicable parkland dedication or improvement requirements or fees required in lieu thereof, of any kind whatsoever and no Park Fees shall be imposed on the Property. To be considered timely for any given Phase, with respect to open space, the Developer shall dedicate the open space applicable to such Phase as shown on Exhibit J at the time of the filing of the final plat for such Phase, with respect to the trails applicable to such Phase, and complete construction of such trails within nine months of the recordation of the final plat for such Phase, subject to force majeure. For any Phase that is developed without Developer timely causing such Trails and Open Space Acreage to be constructed and dedicated as shown on Exhibit J, the City's otherwise applicable Park Fees shall apply and not be waived for such Phase. Any dedication of Trail and Open Space Acreage under this Section 5.9 may be by public access easement or fee dedication at the election of the Developer. For the avoidance of doubt, the Developer shall not be required to provide a public access easement or dedication of any amenity center described in Section 5.8. 5.10 Impact Fees, Generally; Reimbursements. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 16 Page 18 of 131 a) Impact Fees shall be assessed and collected on the Project at the rates in effect at the time of submission of an application for a building permit. The City shall collect Impact Fees from all third -party permit applicants within the Property. Upon the payment of Impact Fees, such payments shall be sequestered into a separate account created with the City (the Impact Fee Account"). Developer shall be entitled to full -dollar, like -kind Impact Fee Reimbursements (e.g., water improvement costs may only be offset by water Impact Fees and not by wastewater Impact Fees or roadway Impact Fees) for any Capital Improvement Costs incurred by the Developer in accordance with this Agreement. Impact Fee Reimbursements shall be paid quarterly to the Developer. At the conclusion of each annual quarter (January 1, April 1, July 1, and October 1), Developer may request Impact Fee Reimbursements —which shall be solely funded from funds in the Impact Fee Account —upon submittal by Developer of documentation satisfactory to the City demonstrating the Capital Improvement Costs actually incurred and paid by the Developer. b) CIP Projects. The City will consider the inclusion of the applicable projects eligible under Chapter 395 shown on Exhibit F, Exhibit G, and Exhibit H, to the extent such projects are not already on the City's CIP, and any future roadway alignment for Cowan Road, FM 455, and Trinity Falls Parkway (collectively, the "Eligible CIP Projects") in the CIP. If Developer incurs costs (such as and including, but without limitation, costs of construction, engineering, staking, material testing, geotechnical testing, inspections fees, and off -site easement acquisition) in connection with the Eligible CIP Projects before they are included in the CIP, and such costs would otherwise qualify as Capital Improvement Costs, Developer shall be entitled to Impact Fee Credits as described in Sections 5.10(a) and Q?J and direct reimbursement from the applicable Impact Fee Account for those costs as if the Eligible CIP Projects were Capital Improvements as of the date Developer incurred such costs. In the event the City fails to add the Eligible CIP Projects to the CIP, or if any of Developer's costs fail to qualify as Capital Improvement Costs, the City shall finance and/or reimburse Developer amounts up to the total cost of said facilities from sources other than those derived from PID Bonds, Assessments, or the TIRZ. 5.11 Dedication of Sites for Public Purposes. a) Fire Station Site. When the final plat for the Phase in which the Fire Station Site is located is filed, the Developer shall convey or dedicate the Fire Station Site to the City. b) School Site. At the request of Anna Independent School District, the Developer shall convey a site in a size and in the location requested by Anna Independent School District for use in the construction of a school within the development. 5.12 Withholding of Building Permits, Etc. The City shall not be required to issue any building permits or certificates of occupancy or provide utilities for any structure on the Property until after the applicable final plat is approved, the City approves the applicable maintenance bond(s) required under Section 4.4, and the City issues final written acceptance of any Public Infrastructure necessary to serve such applicable portion of the Property with utility, fire safety i.e., paving complete and water system/hydrants installed, tested and pressurized) and roadway service; provided that the City shall allow for the issuance of building permits for up to 10% of the single-family building permits in any Phase of the Development once the Developer has achieved fire safety. To assist in the determination as to whether building permits for any Phase of OAK RIDGE DEVELOPMENT AGREEMENT PAGE 17 Page 19 of 131 development should be issued, the Developer shall include all Public Infrastructure necessary to serve such Phase with utility, fire safety, and roadway service in the construction plans required to be submitted under applicable City Regulations. Notwithstanding the foregoing, the City shall not unreasonably withhold plat approval for any Phase of development and shall issue building permits and certificates of occupancy and provide utilities for any structure on the Property if the applicable Public Infrastructure to provide utility and roadway service other than the 54" Trinity Line is complete and pump and haul service is being provided pursuant to Section 5.1(d) of this Agreement. 5.13 Governing Regulations. Development of the Property shall be governed by the following regulations (collectively, the "Governing Regulations," all of which are incorporated into this Agreement as if set forth in full): a) City Code, Article 9.02, the subdivision regulations of the City, in effect on the Effective Date (the "Subdivision Regulations"); b) except as amended by the Development Standards (defined below), the comprehensive zoning ordinance of the City, in effect on the Effective Date (the "Zoning Ordinance"); c) City Code, Article 9.05, in effect on the Effective Date (the "Sign Ordinance"); d) the Illustrative Layout set forth on .Exhibit C and the development regulations for the Property set forth on Exhibit D (except as otherwise approved in accordance with Section 5.15 in the event of conflicts) (the "Development Standards"); c) upon annexation pursuant to Section 9.1, the uniform building codes, as amended from time to time, including any local amendments thereto adopted by the City (the Building_ Codes"). The term "Building Codes," as applied to a particular building shall mean the Building Codes in effect on the date the first application is filed for a building permit for the building in question. For the avoidance of doubt, the Building Codes shall only apply to the Property from and after annexation of the Property. As it relates solely to Property Public Infrastructure for any given Phase of the Project —notwithstanding any provision of this Agreement —the applicable construction standards (including, without limitation, the Building Codes) shall be those that the City has duly adopted at the time of the filing of an application for a preliminary plat for such Phase containing the Property Public Infrastructure in question; and f) except as set forth in this Agreement to the contrary, any other applicable provisions of Chapter 4 (Building Regulations), Chapter 6 (Fire Prevention and Protection), Chapter 9 (Planning and Development Regulations), Chapter 12 (Utilities) and Appendix A (Fee Schedule) of the City Code in effect on the Effective Date. The Governing Regulations are the controlling regulations for development of the Property, and no other City Regulations, rules, standards, policies, orders, guidelines, or other City -adopted or City -enforced requirements of any kind (including but not limited to any moratorium adopted by the City) apply to the use or development of the Property to the extent such regulations or requirements are in conflict with the Governing Regulations or this Agreement. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 18 Page 20 of 131 The Governing Regulations are considered part of this Agreement and are incorporated herein by reference for all purposes. 5.14 Compliance with Materials and Methods Regulations. It is expressly understood that the City Regulations (as amended by the Governing Regulations and this Agreement) are enforceable as relates to the Property and its use and development, including but not limited to any such City Regulations that would otherwise be unenforceable under Chapter 3000 of the Texas Government Code ("Materials and Methods Regulations") and the Material and Methods Regulations are incorporated herein as if set forth in full; provided, however, to the extent of any conflict between the requirements of the Materials and Methods Regulations and the requirements of this Agreement, this Agreement shall control. The Zoning Ordinance shall also be considered to be Materials and Methods Regulations to the extent that its requirements and restrictions would otherwise be unenforceable under Chapter 3000 of the Texas Government Code 5.15 Conflicts. When not in conflict with the terms and conditions of this Agreement, the development of the Property shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and engineering design standards. In the event of any conflict between the Development Standards and the Development Standards and the Zoning Ordinance, Sign Ordinance, or Building Codes, the Development Standards shall control. In the event of a conflict between the Governing Regulations and the City Regulations, the Governing Regulations shall control. In the event of any conflict between this Agreement and any other ordinance, rule, regulation, standard, policy, order, guideline or other City -adopted or City - enforced requirement, whether existing on the Effective Date or hereinafter adopted, unless otherwise agreed by the Parties, this Agreement shall control. In the event of any conflict between the Illustrative Layout and the remainder of the Development Standards in Exhibit D, the remainder of the Development Standards in Exhibit D shall control. This Agreement shall govern all development and land use regarding the Property or any portion thereof, as applicable. 5.16 Phasing. The Property may be developed in phases and the Developer must submit the appropriate plat(s) for each Phase, and, if permitted under applicable law, may submit a replat or amending plat for all or any portions of the Property. Any plat, replat or amending plat shall be in conformance with applicable City Regulations and be subject to City approval. 5.17 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter 245) that is deemed filed with the City on the Effective Date. 5.18 Approval of Plats/Plans. Approval by the City, the City Engineer, or other City employee or representative, of any plans, designs, or specifications submitted by the Developer pursuant to this Agreement or pursuant to applicable City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of the Developer, its engineers, employees, officers, or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by the Developer or the Developer's engineers, or their respective officers, agents, servants or employees, it being the intent of the Parties that approval by the City Engineer or his/her designee signifies approval on only the general design concept of the improvements to be constructed. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 19 Page 21 of 131 5.19 Agricultural Exemption. The City acknowledges that some or all of the Property may now have or may in the future have an agricultural, timber, or wildlife management use tax classification, and the City may not request removal of any such tax classification for any Property within the PID until PID Bonds secured by Assessments levied in the applicable portion of the PID Property are issued to pay for the costs of the PID Projects and related costs, notwithstanding any waiver of such exemption for other political subdivisions or public entities. 5.20 Eminent Domain. To the extent required, the Developer agrees to use commercially reasonable efforts to obtain all third -party rights -of -way, consents, or easements, if any, required for any off -site Public Infrastructure being constructed by the Developer. To the extent required, the Developer agrees to use commercially reasonable efforts to obtain all third - party rights -of -way, consents, or easements, if any, required for any on -site Public Infrastructure being constructed by the Developer. If, however, the Developer is unable to obtain such third - party rights -of -way, consents, or easements within ninety (90) days of sending an initial offer to the owner of such property to purchase the needed easements and right-of-way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. The City shall request and order any appraisal required in connection with the Developer's (if requested by the Developer) or the City's acquisition of such third -party rights -of -way, consents, or easements as described in the preceding two sentences, and the Developer shall pay the costs of such appraisal. The Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") actually incurred by the City in the exercise of its eminent domain powers that for any reason are not funded by the PID Bond Proceeds and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiation of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Infrastructure can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, the Developer shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to the Developer within thirty (30) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this section is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. To the extent Eminent Domain Fees are paid by a Developer, the Developer may seek reimbursement of any or all eligible Eminent Domain Fees from PID Bonds, or if PID Bonds are not issued, Assessments. 5.21 Payment of City PID Fee. The Developer shall deposit or cause to be deposited the City PID Fee payable for a particular Phase of Development into an identifiable City -owned or controlled account as directed by the City no earlier than the date of levy of the Assessments levied to fund Local Improvements in such Phase and no later than the 30th day after the closing date of the PID Bonds issued to fund Local Improvements for such Phase and, after such deposit, the City may utilize such deposit of the City PID Fee for such Phase without restriction. The City OAK RIDGE DEVELOPMENT AGREEMENT rrwa w Page 22 of 131 PID Fee applicable to each Phase for Local Improvements shall be calculated in accordance with the City PID Policy and shall be based upon the number of single-family residential lots included within the applicable Phase of Development that are being assessed for PID Bonds issued to fund Local Improvements. For the avoidance of doubt, the "single-family residential lot" shall include any townhome (whether attached or detached) located in the PID. The amount of the City PID Fee shall not increase and the City PID Fee shall not be reimbursable from Assessments, PID Bond Proceeds or the TIRZ. 5.22 Rental Property. It is a material breach of this Agreement if a Party knowingly sells —in any single transaction or combination of transactionsa total of more than five percent 5%) of the total number of single-family detached lots projected to be within the Project to one or more Institutional Investors. SECTION 6 PID BONDS 6.1 PID Bond Issuance. Subject to the satisfaction of conditions set forth in this section, the City may issue PID Bonds solely for the purposes of acquiring or constructing PID Projects. The Developer may request issuance of PID Bonds by filing with the City a list of the PID Projects to be funded with the PID Bonds and the estimated costs of such PID Projects. Developer acknowledges that the City may require at that time a professional services agreement that obligates the Developer to fund the costs of the City's professionals relating to the preparation for and issuance of PID Bonds, which amount shall be agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID Bonds is subject to the following conditions: a) The City has determined that (a) there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability and (b) the PID Bonds assessment level, structure, terms, conditions and timing of the issuance of the PID Bonds are reasonable for the PID Projects Costs to be financed and that there is sufficient security for the PID Bonds to be creditworthy. b) All costs incurred by the City that are associated with the administration of the PID shall be paid out of special assessment revenue levied against property within the PID. City administration costs shall include without limitation those associated with continuing disclosure, compliance with federal tax law, agent fees, staff time, regulatory reporting and legal and financial reporting requirements. c) The adoption of a Service and Assessment Plan and an Assessment Ordinance levying assessments on all or any portion of the PID benefitted by such PID Projects in amounts sufficient to pay all costs related to such PID Bonds. d) If requested by the City, delivery of an Independent Appraisal to the City confirming that the special benefits conferred on the properties being assessed for the PID Projects increase the value of the property by an amount at least equal to the amount assessed against such property. e) Approval by the Texas Attorney General of the PID Bonds and registration of the PID Bonds by the Comptroller of Public Accounts of the State of Texas. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 21 Page 23 of 131 f) The Developer is current on all taxes, assessments, fees and obligations to the City including without limitation payment of Assessments. g) The Developer is not in material default under this Agreement or any other agreement with the City. h) No outstanding PID Bonds are in default and no reserve funds established for outstanding PID Bonds have been drawn upon that have not been replenished. i) The Administrator has certified that the specified portions of the costs of the PID Projects to be paid from the proceeds of the PID Bonds are eligible to be paid with the proceeds of such PID Bonds; therewith, such approval not to be unreasonably withheld, conditioned or delayed upon presentation of a certificate in compliance with the applicable Indenture. 0) The PID Projects to be financed by the PID Bonds have been or will be constructed according to the approved Development Standards imposed by this Agreement including without limitation any applicable Governing Regulations and/or City Regulations. k) The maximum maturity for each issuance of PID Bonds shall not exceed 30 fiscal years from the date of delivery thereof. 1) The final maturity for any PID Bonds shall be not later than 50 years from the Effective Date. m) The City has determined that the PID Bonds meet all regulatory and legal requirements applicable to the issuance of the PID Bonds. n) If the applicable portion of PID Projects has not already been constructed and to the extent PID Bond Proceeds are insufficient to fund such PID Projects Cost, plus private costs to reach final lot completion, the City may require the Developer to, at time of closing the PID Bonds, provide evidence of (i) available funds to the Developer or any corporate parent of the Developer and made available to the Developer, (ii) evidence of financial security from a Lender (as defined herein) of loan funds available under a loan, letter of credit or other credit facility extended to the Developer or any corporate parent of the Developer and made available to the Developer by a financial institution or other lender a "Lender") for the purpose of development of the Authorized Improvements, equal to or greater than the difference between the PID Projects Costs and the PID Bond Proceeds available to fund such PID Projects Costs plus private costs to reach final lot completion or (iii) a completion agreement; or any combination of (i), (ii) or (iii) in the discretion of the City. If so required by the City, and the Developer provides evidence of available funds or fiscal security as described in the preceding sentence in connection with a series of PID Bonds, the Developer shall not be required to provide any up -front cash deposit to fiend the applicable PID Projects not otherwise funded through the applicable series of PID Bonds. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 22 Page 24 of 131 o) No information regarding the City, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the consent of the City. p) The Developer agrees to provide periodic information and notices of material events regarding the Developer and the Developer's development of the applicable of the Project and any continuing disclosure agreements executed by the Developer in connection with the issuance of PID Bonds. q) The Developer is not in default under a Developer Continuing Disclosure Agreement. r) The gross tax equivalent rate for the annual installments of the Assessments shall be set at a tax rate equivalent as requested by the developer, provided, the maximum overlapping tax rate equivalent for parcels within the PID shall not exceed $3.09 per $100 assessed value when including all taxing entities at the time of the assessment of the Property based upon the estimated average home value as defined in the Service and Assessment Plan (the "Maximum Overlapping Tax Rate"), and after any applicable TIRZ offset, without prior written consent of the City, in its sole discretion, which written consent may be evidenced by the City's adoption of an Assessment Ordinance without the necessity of amending this Agreement. u) The City may not require the value to lien ratio for any PID Bonds to be higher than 2:1; provided that the value to lien ratio for any PID Bonds may be less than 2:1, in the discretion of the City in consultation with the City's financial advisor. The appraised value of the portion of the PID Property in the applicable Phase to the par amount of PID Bonds issued with respect to such Phase shall be confirmed by the retail lot value provided in an Independent Appraisal unless such requirement is waived by the City its sole discretion. Notwithstanding the foregoing, the value to lien ratio for Assessments shall be not less than 1:1. v) The Developer and the City shall have entered into a Reimbursement Agreement with respect to the Phase primarily benefitted by such PID Bonds. w) Amenity Center #1 shall be fully completed with the swimming pool having received all required approvals for operation and the building thereon having received a certificate of occupancy for any PID Bonds issued after the second series of PID Bonds; provided that the City Manager may grant a waiver or extension of this provision without a requirement to amend this Agreement. x) Developer has submitted to the City a fully executed Written Request to Levy Assessments in the form attached hereto as Exhibit K (the "Lew Request") and the City Manager approves same in consultation with the City's financial advisor. 6.2 Disclosure Information. Prior to the issuance of PID Bonds by the City, the Developer agrees to provide all relevant information, including financial information, that is reasonably necessary in order to provide potential bond investors with a true and accurate offering document for any PID Bonds. The Developer agrees, represents, and warrants that any information OAK RIDGE DEVELOPMENT AGREEMENT PAGE 23 Page 25 of 131 provided by the Developer for inclusion in a disclosure document for an issue of PID Bonds will not, to the Developer's actual knowledge, contain any untrue statement of a material fact or omit any statement of material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Developer further agrees that it will provide a certification to such effect as of the date of the closing of any PID Bonds. 6.3 Tax Certificate. If, in connection with the issuance of the PID Bonds, the City is required to deliver a certificate as to tax exemption (a "Tax Certificate") to satisfy requirements of t e United States Inte—mal Revenue Code, the Developer agrees to provide, or cause to be provided, such facts and estimates as the City reasonably considers necessary to enable it to execute and deliver its Tax Certificate. The Developer represents that such facts and estimates will be based on its reasonable expectations on the date of issuance of the PID Bonds and will be, to the best of the knowledge of the officers of the Developer providing such facts and estimates, true, correct and complete as of such date. To the extent that it exercises control or direction over the use or investment of the PID Bond Proceeds, including, but not limited to, the use of the PID Projects, the Developer further agrees that it will not knowingly make, or permit to be made, any use or investment of such funds that would cause any of the covenants or agreements of the City contained in a Tax Certificate to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable on the PID Bonds for federal income tax purposes. SECTION 7 TAX INCREMENT REINVESTMENT ZONE; CHAPTER 380 GRANTS 7.1 Creation of Tax Increment Reinvestment Zone. Not later than the earlier of one year after the Effective Date of this Agreement and the date of the first levy of Assessments on any portion of the Property, the City will create a TIRZ coterminous with the boundaries of the Property, the term of which shall be forty-nine (49) years. The TIRZ may be divided into zones or subzones for each Phase of development and may be divided into subzones for single-family residential development, which single-family development may include townhome or other attached residential product (a "Single -Family Subzone") and for property containing mixed use development, which mixed use development may include commercial, multi -family or retail development and the like (a "Commercial Subzone"). The base year of any subzone of the TIRZ shall be the year in which the Subzone is created. 7.2 TIRZ Project and Finance Plan. The City shall consider and adopt or approve the TIRZ Documents, including a Project and Finance Plan, that allows for up to 100% of the ad valorem tax increment generated by the TIRZ—subject to the percentage reduction and Developer's relinquishment of its rights as set forth in subsection (c), below —to be utilized for the purposes of (1) paying administrative Expenses of the TIRZ, (2) offsetting Assessments and (3) providing Chapter 380 Grants in accordance with the provisions set forth in this Section 7 and includes the provisions necessary to effectuate this Section 7. 7.3 Single -Family Subzone. a) Prior to the levy of Assessments to fund Local Improvements in any Phase in the Single -Family Subzone, fiords generated from the TIRZ in such Phase in the Single Family OAK RIDGE DEVELOPMENT AGREEMENT PAGE 24 Page 26 of 131 Subzone shall be used to provide a Chapter 380 Grant to the Developer of 100% of the ad valorem tax increment generated within such Phase of the Single -Family Subzone until the termination of the TIRZ; provided that no Chapter 380 Grant shall accrue and no payments of any Chapter 380 Grant in any Phase of the Single -Family Subzone shall be due to the Developer until such time as the Local Improvements for such Phase have been completed and accepted by the City. b) The Developer shall submit a Levy Request for the levy of Assessments in each Phase not later than thirty (30) days after completion of the applicable Local Improvements in such Phase (which shall be determined by City acceptance of the applicable Local Improvements) (the "Local Improvements Levy Request Deadline"). For any Phase of development, if the Developer does not submit a Levy Request by the Local Improvements Levy Request Deadline, the Chapter 380 Grant from the Single -Family Subzone for the applicable Phase and any future Phase on which Assessments have not been levied shall be terminated and the TIRZ participation shall be reduced to 0%; provided that the Developer shall no longer be required to submit a Levy Request for any subsequent Phase of development if the Developer has submitted a Levy Request under which the City has not levied Assessments and the Developer has exercised its rights under Section 9.3 hereof. c) After the levy of Assessments to fund Local Improvements in any Phase in the Single -Family Subzone, (1) the City TIRZ contribution with respect to such Phase will be reduced from 100% to 50%, which the City agrees to use within each Single -Family Subzone of the TIRZ (i) first, to pay the Administrative Expenses for the TIRZ and (ii) second to, on a parcel - by -parcel basis, offset or pay a portion of any Assessment levied for Local Improvements on assessed parcels for the costs of Authorized Improvements that qualify as TIRZ Projects under the TIRZ Act for a period ending not earlier than 31 years from the date of the levy of Assessments for Local Improvements in such Single -Family Subzone and (2) the Developer shall relinquish its rights to the Chapter 380 Grant in the applicable Phase of the Single -Family Subzone for which assessments to fund Local Improvements have been levied by execution of an appropriate instrument evidencing the same. 7.4 Single -Family Subzone Chapter 380 Agreements. Concurrently with the creation of the TIRZ, the City will enter into any separate Chapter 380 Agreement with the Developer necessary to effectuate the Chapter 380 Grant in the Single -Family Subzone described in this Agreement upon terms consistent with this Agreement. No Chapter 380 Grant to be provided pursuant to Section 7.3 shall be subject to any performance requirements other than annexation of the Property. 7.5 Commercial Subzone. The City agrees to use fifty percent (50%) of the ad valorem tax increment generated within any Commercial Subzone (x) first, to pay the Administrative Expenses for the TIRZ, (y) second to, on a parcel -by -parcel basis, offset or pay a portion of any Assessment levied on assessed parcels in the Commercial Subzone for the costs of Authorized Improvements and (z) third, to the extent such property is not subject to Assessments or all Tax Increment generated by a particular parcel in the Commercial Subzone is not needed to offset Assessments, to pay to the Developer the remaining Tax Increment generated in the Commercial Subzone, in the form of a Chapter 380 Grant for costs of Authorized Improvements not otherwise reimbursed under the terms of this Agreement. The City will enter into a separate Chapter 380 OAK RIDGE DEVELOPMENT AGREEMENT PAGE 25 Page 27 of 131 Agreement with the Developer for the Chapter 380 Grant related to the Commercial Subzone upon terms mutually agreeable to the Developer and the City and consistent with this Agreement. 7.6 TIRZ Funds. The tax increment obtained from each of the TIRZ subzones shall be placed into separate accounts as appropriate and shall be used as described above and such provisions shall be incorporated into the Project and Finance Plan. SECTION 8 PAYMENT AND REIMBURSEMENT OF PID PROJECTS 8.1 Payment of Costs of PID Projects. The Parties understand that PID Bond Proceeds and/or the proceeds from Assessments will be used to reimburse the Developer for certain PID Projects Costs related to the PID Projects and, in the event PID Bond Proceeds and/or proceeds from Assessments are not available at the time that all or a portion of the PID Projects are substantially complete and the City is ready to accept said PID Projects or portion thereof, PID Bond Proceeds and/or proceeds from Assessments, once available, will be used to reimburse the Developer for said PID Projects Cost following acceptance by the City. Such reimbursement will be governed by the terms of the Reimbursement Agreement to be entered into between the Developer and the City for the applicable Phase. 8.2 Improvement Account of the Project Fund and Developer Improvement Account. The Improvement Accounts of the Project Fund and the Developer Improvement Account shall be administered and controlled by the City and fiends in the Improvement Account of the Project Fund and the Developer Improvement Account shall be deposited and disbursed in accordance with the terms of the respective Indenture. 8.3 Cost Overrun. If the total PID Projects Cost for any Phase of development exceeds the total amount of monies on deposit in the Improvement Account of the Project Fund and the Developer Improvement Account (a "Cost Overrun"), the Developer shall be solely responsible for the Cost Overrun, except as provided in Section 8.4. 8.4 Cost Underrun. If, upon the completion of construction of an PID Project (or segment or section thereof) and payment or reimbursement for such PID Project (or segments or section thereof), there are Cost Underruns, any remaining Budgeted Cost(s) may be available to pay Cost Overruns on any other PID Project without amending the SAP. The elimination of a category of PID Projects as set forth in the Service and Assessment Plan will require an amendment to the SAP. Prior to the completion of all of the PID Projects within an improvement category, as listed in the SAP and the PID, funds available from an improvement category may be used as Cost Underruns and applied to another Improvement category without approval of the City. If, upon completion of the PID Projects in any improvement category, there are funds remaining in any improvement categories, those funds can then be used to reimburse the Developer for any qualifying costs of the PID Projects that have not been previously paid. SECTION 9 ANNEXATION AND POST -ANNEXATION MATTERS 9.1 Annexation. Not later than ninety (90) days after the Effective Date of this Agreement, the Developer shall submit a petition for voluntary annexation of the Property into the OAK RIDGE DEVELOPMENT AGREEMENT PAGE 26 Page 28 of 131 City's corporate limits. If the City is unable to complete the annexation of the Property for any reason, including but not limited to procedural error or legal challenge, Developer shall execute another voluntary annexation petition for the Property within ten (10) days of being requested to do so along with additional documents reasonably necessary for the City complete the annexation.. Should the City fail to complete the annexation of the Property within one year from the date the initial petition for voluntary annexation is delivered to the City, Developer shall have the right to remove the Property from the City's ETJ and terminate this Agreement with notice to the City and, upon such termination, the Property shall remain outside of the City's ETJ regardless of any change of law. 9.2 Agreed Development Plan. The Parties agree that the Illustrative Layout attached hereto as Exhibit C, the Development Standards attached hereto as Exhibit D, together with the Governing Regulations, City Regulations, and the applicable provisions of this Agreement memorialize the plan for development of the Property as of the Effective Date (collectively, the Agreed Development Plan") and such rights to develop shall vest in the Property as of the Effective Date regardless of whether the City zones the Property. The Developer may amend the Illustrative Layout as provided in Section 5.7 hereof without amending this Agreement. The City shall not require the Developer to submit any application for zoning of the Property. Should the City Council, at any point in the future, approve zoning on any portion of the Property that is in any way more restrictive than the Agreed Development Plan without Developer consent, then Developer shall have the right to terminate this Agreement with respect to any portion of the Property not zoned in accordance with the Agreed Development Plan with notice to the City provided that such notice is provided in accordance with this Agreement within 60 days of such action by the City Council and, within 30 days following delivery of such termination notice, the City shall disannex the applicable Phase(s) of the Property from the City. 9.3 Consent to Creation of Municipal Utility District, Increase in TIRZ Contribution. In the event that the City fails to levy Assessments for any portion of the Property for which a Levy Request has been submitted within six (6) months of the Developer's delivery of the Levy Request as a result of any act or omission of the City, including the City's refusal to levy such Assessments, or as a result of any delay caused by a City -appointed consultant, and a period of sixty days to cure such non-occurrence has passed after the Developer provides written notice of such non-occurrence, then: a) the City shall be deemed to have consented to the formation of a municipal utility district or similar utility or improvement district created by special act of the Texas Legislature or the TCEQ or, if necessary, any other agency with jurisdiction (a MUD") on the portion of the Property for which Assessments were not levied as described in this Section 9.3, as applicable, with no further action of the City or City Council required; provided that the City shall take any necessary steps or provide any documents necessary to evidence the City's consent or to effect the issuance of bonds by the MUD to the TCEQ, the Texas Attorney General or other agency or body with regulatory powers over the MUD; and b) the City shall approve the inclusion of language indicating the MUD is expected to finance the applicable Authorized Improvements and Public Infrastructure on any OAK RIDGE DEVELOPMENT AGREEMENT PAGE 27 Page 29 of 131 plat to be filed for the applicable Phase or Phases on which the MUD will be created. For the purposes of this Section 9.3, the City finds and determines that, in the event of any failure or default by the City under this Section 9.3, the services and function to be provided by the MUD cannot be performed by the City, and that the existence of the MUD is in the best interests of the residents and property in the City and in the MUD. 9.4 Issuance of Bonds by Third-Pagy Issuer. In the event that the Developer has delivered to the City a written request to issue PID Bonds for any portion of the PID Property for which Assessments have previously been levied pursuant to a Levy Request, and the conditions and requirements set forth in Section 6.1 that are in the reasonable control of the Developer, which provisions shall solely include items (g), (q), (v), (w) and (x) set forth under Section 6.1, have been satisfied by the Developer and the City fails to adopt an ordinance approving the issuance of such requested PID Bonds within six (6) months of the Developer's delivery of the written request to issue PID Bonds, then the Developer may assign its reimbursement rights under a Reimbursement Agreement to a third -party issuer to facilitate the issuance of bonds to finance the applicable PID Projects for which the applicable Assessments have been levied. In the event that the Developer utilizes a third -party issuer to issue bonds secured by the Developer's rights under a Reimbursement Agreement, the Developer shall pay or reimburse the City for the costs incurred by the City from the reasonable hourly fees of the City's financial advisor, bond counsel, Administrator, and City Attorney (which costs shall be evidenced by an invoice reflecting the hourly charges and the work performed) charged in connection with the levy of the applicable Assessments. However, for the avoidance of doubt, no City PID Fee shall be due with respect to any portion of the property for which bonds are issued by a third -party issuer to finance PID Projects. 9.5 Survival. In the event the Developer terminates this Agreement with respect to a portion of the Property in accordance with this Section 9, the Developer's rights and remedies under this section, including disannexation and the applicable portion of the Property's immunity to future involuntary annexation, shall survive such termination. 9.6 Agreement for Services. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall constitute an agreement for the provision of services to and service plan for the Property and the City shall, immediately upon the effective date of any annexation, provide the Property with all those municipal services currently offered within the City, including, but not limited to, water, sewer, police, fire, animal control, trash collection, and any other services currently provided by the City, and any other services which may be offered by the City in the future, without discrimination and at the same standard rates and charges as similar properties located within the City. The Developer is not required to enter into this Agreement and do so in reliance upon the representations and covenants of the City herein. The annexation procedures described in plain language in this Agreement require the Developer's consent. The Parties acknowledge and agree that —prior to the Effective Date —the City fully satisfied the written disclosure requirements under Section 212.172(b-1) of the Texas Local Government Code. SECTION 10 EVENTS OF DEFAULT; REMEDIES OAK RIDGE DEVELOPMENT AGREEMENT PAGE 28 Page 30 of 131 10.1 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written notice of the alleged failure has been given. Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) business days after it is due. 10.2 Remedies. Except for the remedies set forth in Sections 9.1, 9.2, 9.3 and 9.4, which shall apply as provided in such sections, as compensation for the other party's default, an aggrieved Party is limited to seeking specific performance of the other party's obligations under this Agreement. 10.3 Performance Window; Election to Terminate. In the event the Developer does not deliver the Levy Request for the first levy of Assessments to fund PID Projects on or before December 31, 2030, none of the Parties hereto shall thereafter be required to perform under this Agreement and this Agreement will terminate. If this Agreement is terminated under this Section 10.3 and a PID has been created, the owner of the Property must within thirty (30) days of such termination file or caused to be filed with the City an irrevocable petition by the owner of the applicable Property to dissolve the PID and shall thereafter promptly undertake any and all reasonable and necessary actions to facilitate the dissolution of the PID. If this Agreement is terminated under this Section 10.3 and a TIRZ has been created, the City may, at sole its discretion, dissolve the TIRZ and retain and use the TIRZ Revenue and TIRZ Funds for any lawful purpose notwithstanding any provision of this Agreement. Notwithstanding any provision of this Agreement, the obligations of any owner of Property regarding the dissolution of the PID in accordance with this Section 10.3 shall survive the termination of this Agreement. SECTION 11 ASSIGNMENT; ENCUMBRANCE 11.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. The obligations, requirements, or covenants to develop the Property subject to this Agreement shall be assignable, in whole or in part, by the Developer with the prior written consent of the City. The City's consent to such assignment shall not be unreasonably shall not be unreasonably withheld, conditioned, or delayed. Under no circumstances shall any part of this Agreement be assigned to an Institutional Investor. Notwithstanding the foregoing, the Developer from time to time, without the consent of but with written notice to the City, to assign this Agreement in whole or in part to (i) any person or entity that is or will become an owner of any portion of the Property, to the extent of such assignee's ownership of the Property (or portion thereof), (ii) any entity formed in which the Developer or any principal of the Developer retains an ownership interest of at least fifty-one percent (51%), any subsidiary of the Developer, or any entity that is under common control with or controlled by OAK RIDGE DEVELOPMENT AGREEMENT PAGE Z9 Page 31 of 131 the Developer, or (iii) any lien holder on the Property. Each assignment shall be in writing executed by the Developer, and except for a collateral assignment for the purpose of a lending arrangement, shall be signed by 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. No assignment by the Developer shall release the Developer from any liability that resulted from an act or omission by such Party that occurred prior to the effective date of the assignment unless the City approves the release in writing. The Developer shall maintain written records of all assignments made by the Developer, respectively, to assignees, including a copy of each executed assignment and, upon written request from any Party or assignee, shall provide a copy of such records to the requesting person or entity, and this obligation shall survive the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. 11.2 Assignees as Parties. An Assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith other than a collateral assignee shall be considered a "Party" for the purposes of this Agreement. With the exception of: (a) the City, (b) an End User, (c) a purchaser of a Fully Developed and Improved Lot, and (d) the Developer (which shall have the obligations described herein), any person or entity upon becoming an owner of land within the PID or upon obtaining an ownership interest in any part of the Property shall be deemed to be a "Developer" and have all of the rights and obligations of a Developer with respect to such part of the Property as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 11.3 Third Party Beneficiaries. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 11.4 Notice of Assignment. Subject to Section 11.1 of this Agreement, the following requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement: i) the Developer must provide written notice to the City to the extent required under Section 11.1; ii) said notice must describe the extent to which any rights or benefits under this Agreement will be sold, assigned, transferred, or otherwise conveyed; (iii) said notice must state the name, mailing address, telephone contact information, and, if known, email address, of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (iv) said notice must be signed by a duly authorized person representing the Developer and a duly authorized representative of the person that will acquire any rights or benefits as a result of the sale, assignment, transfer or other conveyance. SECTION 12 GENERAL PROVISIONS 12.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement; and (d) are fully incorporated into this Agreement for all purposes. In the event it OAK RIDGE DEVELOPMENT AGREEMENT PAGE 30 Page 32 of 131 becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 12.2 Acknowledgments. rents. In negotiating and entering into this Agreement, the Parties respectively acknowledge and understand that: a) The Developer's obligations hereunder are primarily for the benefit of the Property; b) the improvements to be constructed and the open space dedications and donations of real property that the Developers are obligated to set aside and/or dedicate under this Agreement will benefit the Project by positively contributing to the enhanced nature thereof, increasing property values within the Project, and encouraging investment in and the ultimate development of the Project; c) the Developer's consent and acceptance of this Agreement is not an exaction or a concession demanded by the City, but is an undertaking of Developer's voluntary design to ensure consistency, quality, and adequate public improvements that will benefit the Property; d) the Public Infrastructure will benefit the City and promote state and local economic development, stimulate business and commercial activity in the City for the development and diversification of the economy of the state, promote the development and expansion of commerce in the state, and reduce unemployment or underemployment in the state; e) nothing contained in this Agreement shall be construed as creating or intended to create a contractual obligation that controls, waives, or supplants the City Council's legislative discretion or functions with respect to any matters not specifically addressed in this Agreement; and f) this Agreement is a development agreement under Section 212.172, Texas Local Government Code. 12.3 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the Real Property Records. This Agreement binds and constitutes a covenant running with the Property and, upon the Effective Date, is binding upon the Developer and the City, and forms a part of any other requirements for development within the Property. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property; however, this Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any End User of a Fully Developed and Improved Lot except for land use and development regulations that apply to such Fully Developed and Improved Lot. OAK RIDGE DEVELOPMENT AGREEMENT PAGE 31 Page 33 of 131 12.4 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or tenninated except as set forth in this Agreement, or by written agreement of the Parties expressly amending the terms of this Agreement. 12.5 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 12.6 Term. Unless otherwise extended by mutual agreement of the Parties, the term of this Agreement shall be until the later of (i) thirty (30) years from the Effective Date or (ii) the final maturity of PID Bonds sold in accordance with this Agreement (the "Original Term"). Upon expiration of the Original Term, the City shall have no obligations under this Agreement with the exception of maintaining and operating the PID in accordance with the SAP and the Indenture, and the Developer's obligations shall terminate. 12.7 INDEMNIFICATION AND HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS AND EMPLOYEES COLLECTIVELY, THE "RELEASED PARTIES"), FROM AND AGAINST ALL THIRD - PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS AGAINST THE CITY OR ANY OF THE RELEASED PARTIES, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES AND RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF THE DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND/OR AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT (TOGETHER, CLAIMS"); AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL, EXCEPT AS MODIFIED BELOW, INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE DEVELOPER AND THE CITY, THE DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. THE DEVELOPER INCLUDING ITS SUCCESSORS AND ASSIGNS, FURTHER COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY, PRIOR TO THE EFFECTIVE DATE WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE OAK RIDGE DEVELOPMENT AGREEMEN'r PAGE 32 Page 34 of 131 CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. 12.8 Status of Parties. At no time shall the City have any control over or charge/supervision of the Developer's design, construction, installation or other work related to any of the Public Infrastructure, nor the means, methods, techniques, sequences, or procedures utilized for said design, construction, installation or other work. This Agreement does not create a joint enterprise or venture or employment relationship between the City and the Developer. 12.9 Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to a Party hereto after the Effective Date under this Agreement, the name and delivery address of the payee for such payment shall be the notice address applicable to such party set forth in Section 12.10. Any Party to receive such payments/remittance may change the name of the payee and/or address by delivering written notice to the City designating a new payee and/or address or through an assignment of such Party's rights hereunder. 12.10 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received (i) if delivered via a method other than e-mail, when delivered personally or upon the expiration of 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid or (ii) if delivered via e-mail, upon the earlier of receipt of a "delivery receipt" or on the next Business Day after being sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered. Any such notice shall be addressed as follows: To the City: City of Anna, Texas Attn: City Manager 120 W. 7"' Street Anna, Texas 75409 E-mail: rhenderson@annatexas.gov With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 E-mail: cmccoy@wtmlaw.net And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, Texas 75201 E-mail: rsegura@mphlegal.com OAK RIDGE DEVELOPMENT AGREEMENT PAGE 33 Page 35 of 131 To the Developer: OPP-Oak Ridge, LP Attn: Teague Griffin 1061 N. Coleman Street, Suite 90 Prosper, Texas 75078 E-mail: teague@bgrea.com With copies to: Greenberg Traurig, LLP Attn: Drew Slone 2200 Ross Ave., Suite 5200 Dallas, Texas 75201 E-mail: drew.stone@gtlaw.com Any Party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Party. 12.11 Estoppel Certificates. From time to time, upon written request of the Developer under this Agreement, and upon the payment to the City of a $100.00 fee plus all reasonable costs incurred by the City in providing the certificate described in this section, the City Manager, or his/her designee will, in his/her official capacity and to his/her reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of the Developer under this Agreement that are in default. 12.12 Interpretation. Each Party has been actively involved in negotiating and drafting this Agreement. Accordingly, a rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 12.13 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 12.14 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Agreement has been approved by appropriate action of the Developer, and that each individual executing this Agreement on behalf of the Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions. 12.15 Limited Waiver of Immunity. The Parties are entering into this Agreement in reliance upon its enforceability. Consequently, the City unconditionally and irrevocably waives all claims of sovereign and governmental immunity which it may have (including, but not limited to, immunity from suit and immunity to liability) to the extent, but only to the extent, that a waiver is OAK RIDGE DEVELOPMENT AGREEMENT PAGE 34 Page 36 of 131 necessary to enforce specific performance of this Agreement (including all of the remedies provided under this Agreement) and to give full effect to the intent of the Parties under this Agreement. Notwithstanding the foregoing, the waiver contained herein shall not waive any immunities that the City may have with respect to claims of injury to persons or property, which claims shall be subject to all of their respective immunities and to the provisions of the Texas Tort Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement. 12.16 Amendment; Severability. This Agreement shall not be modified or amended except in writing signed by the Parties; provided that any amendment relating to a distinct portion of the Property may be signed solely by the owner of such Property and the City without the requirement of signatures from any other Party hereto and the remaining Parties hereto consent to such amendment. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 12.17 Applicable Law; Venue. This Agreement is entered into pursuant to and is to be construed and enforced in accordance with the laws of the State of Texas and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in a state district court in Collin County. 12.18 Non Waiver. Any failure by a Party to insist upon performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 12.19 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within ten (10) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give written notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume full performance at the earliest possible time. The term "force majeure" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. A Party that has claimed the right to temporarily suspend its performance under this section shall provide written reports to the other Party at least once every week detailing: (i) the extent to which the force majeure event or circumstance continues to prevent the Party's performance; (ii) OAK RIDGE DEVELOPMENT AGREEMENT PAGE 35 Page 37 of 131 all of the measures being employed to regain the ability to fully perform; and (iii) the projected date upon which the Party will be able to resume full performance. 12.20 Statutory Verifications. The Developer makes the following representations and covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification during the term of this Agreement shall survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. a. Not a Sanctioned Company, The Developer represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority - owned subsidiaries, and other affiliates, If any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. b. No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. C. No Discrimination Against Firearm Entities. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. d. No Boycott of Energy Companies. The Developer respectively hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 12.21 Form 1295. Submitted herewith is a completed Form 1295 in connection with the participation of the Developer for the purposes of Section 2252.908 of the Texas GovernmentCodeintheexecutionofthisAgreementgeneratedbytheTexasEthicsCommission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby OAK RIDGE DEVELOPMENT AGREEMENT PAGE 36 Page 38 of 131 confirms receipt of the Form 1295 from the Developer to the extent that each constitutes a business entity" for the purposes of Section 2252.908 of the Texas Government Code, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Developer and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified such information. 12.22 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 12.23 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Metes and Bounds Description of the Property Exhibit B Depiction of the Property Exhibit C Illustrative Layout Exhibit D Development Standards Exhibit E Authorized Improvements and Budgeted Costs Exhibit F Major Sewer Improvements Exhibit G Major Water Improvements Exhibit H Major Roadway Improvements Exhibit I Conceptual Amenity Depictions Exhibit J Trail and Open Space Improvements Exhibit K Form of Written Request to Levy Assess U- `- Exhibit L PID Bond Financial Summary SIGNATURES PAGES AND EXHIBITS FOLLOW] OAK RIDGE DEVELOPMENT AGREEMENT PAGE 37 Page 39 of 131 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA, TEXAS By: _ Name: Pete Cain Title: Mayor Date: CY STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on thisday of 2025, by Pete Cain, Mayor of the City of Anna, Texas, on behalf of said City. CARRIF L. LAND Notary Public, State of Texas Comm. Ex Tres 02-04-201.7 Notary Public, State of Texass +: P Notary ID 11419404gymn` SEAL] Approved as to form: L Clark McCoy, City Attorney Development Agreement Signature Page Page 40 of 131 DEVELOPER: OPP-OAK RIDGE, LP, a Texas limited partnership By: OPP-OR GP, LLC, a Texas limited liability company and gener;il partner of OPP- Oak Ridge, 1_11 f B Tatg c iftin, Aial a cr STATE OF TEXAS COUNTY OF Cy It r This instrument was acknowledged before me, on the this '- i day of May, 2025 by Teague Griffin, manager of OPP-OR GP, LLC, in its capacity as general partner of OPP-Oak Ridge, LP, on behalf of said limited partnership. S E r KIMBERLY LYNN JACKSON fir ,Notary Public. State of Texas Comm. Expires 02-12-2028 Notary ID 6304082 POW Notary Public, State of' Texas Development Agreement Signature Page Page 41 of 131 Exhibit A Metes and Sounds Description of the Property A-1 Page 42 of 131 EXHIBIT A - LEGAL DESCRIPTION TRACT 1 BEING a tract of land situated in the W. Garnett Survey, Abstract No. 355, the J. White Survey, Abstract No. 1015, the B. White Survey, Abstract No. 1016, R. Phalen Survey, Abstract No. 694, C. Bourland Survey, Abstract No. 39, and the J. Cahill Survey, Abstract No. 144, Collin County, Texas, and being all of a called 29.04 acre tract of land described in a deed to Daniel James Cahill and wife, Birgit Ortlepp Cahill, as recorded in Instrument No. 92-0075241 of the Official Public Records of Collin County, Texas, all of a called 14.803 acre tract of land described in a deed to Daniel James Cahill and Birgit O. Cahill, as recorded in Instrument No. 20060316000351960 of the Official Public Records of Collin County, Texas, all of a called 80.818 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5930, Page 1868 of the Deed Records of Collin County, Texas, all of a called 29.000 acre tract of land described in a deed to Annaland, Ltd., as recorded in Instrument No. 20060227000248840 of the Official Public Records of Collin County, Texas, remainder of a called 192.50 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5808, Page 1478 of the Deed Records of Collin County, Texas, all of a called 4.649 acre tract of land described in a deed to Annaland, Ltd., as recorded in Instrument No. 20090708000857040 of the Official Public Records of Collin County, Texas, and all of a called 187.62 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5806, Page 3203 of the Deed Records of Collin County, Texas, same being a portion of Lot 8 and all of Lots 6 and 7 of East Fork Estates, according to the plat thereof recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for the northwest corner of said 80.818 acre tract, common to the northeast corner of said East Fork Estates, same being on the southerly right of way line of F.M. Highway 455, an 80 foot wide right of way; THENCE South 88028'18" East, along the northerly line of said 80.818 acre tract and the southerly right of way line of said F.M. Highway 455, a distance of 515.28 feet to a 1/2 inch iron rod found for a northeast corner, of said 80.818 acre tract, common to the northwest corner of a called 0.830 acre tract of land described in a deed to James C. Welch, as recorded in Volume 5799, Page 2562 of the Deed Records of Collin County, Texas; THENCE South 01 053'27" East, departing the southerly right of way line of said F.M. Highway 455, continuing along the northerly line of said 80.818 acre tract and along the westerly line of said 0.830 acre tract, a distance of 91.34 feet to a 6 inch wooden fence post found for an ell corner of said 80.818 acre tract, common to the southwest corner of said 0.830 acre tract; THENCE South 89°59'54" East, continuing along the northerly line of said 80.818 acre tract and along the southerly line of said 0.830 acre tract, a distance of 326.61 feet to a 1/2 inch iron rod found for an ell corner of said 80.818 acre tract, common to the southeast corner of said 0.830 acre tract; THENCE North 15°04'51" East, continuing along the northerly line of said 80.818 acre tract and along the easterly line of said 0.830 acre tract, a distance of 130.66 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex 3689" found for a northwest comer of said 80.818 acre Page 43 of 131 tract, common to the northeast corner of said 0.830 acre tract, same being on the southerly line of a called 47-1/3 acre tract of land described as "The Kelly Place" in a deed to MJLA Adams, Ltd., as recorded in Instrument No. 20110505000462590 of the Official Public Records of Collin County, Texas; THENCE South 88°44'32" East, continuing along the northerly line of said 80.818 acre tract and along the southerly line of said 47-1/3 acre tract, a distance of 240.00 feet to a 6 inch wooden post found for the northeast corner of said 80.818 acre tract, common to an ell corner of said 47-1/3 acre tract; THENCE South 00°42'04" West, along the easterly line of said 80.818 acre tract and the westerly line of said 47-1/3 acre tract, a distance of 941.62 feet to a 6 inch wood fence post found for an ell corner of said 80.818 acre tract, common to the southernmost southwest corner of said 47-1 /3 acre tract; THENCE South 88°25'45" East, along the northerly line of said 80.818 acre tract and the southerly line of said 47-1/3 acre tract, a distance of 1,184.32 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the easternmost northeast corner of said 80.818 acre tract, common to the southeast corner of said 47-1/3 acre tract, same being on the westerly right of way line of aforesaid F.M. Highway 455, from which, a 1/2 inch iron rod found for witness bears South 84'10' East, 1.04 feet; THENCE South 02009'19" West, along the easterly line of said 80.818 acre tract and the westerly right of way line of said F.M. Highway 455, a distance of 604.27 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the northernmost southeast corner of said 80.818 acre tract, common to the northeast the J.P. Harris Addition, according to the plat thereof recorded in Cabinet G, Page 65 of the Plat Records of Collin County, Texas; THENCE North 87°49'20" West, departing the westerly right of way line of said F.M. Highway 455, along the southerly line of said 80.818 acre tract and the northerly line of said J.P. Harris Addition, a distance of 599.72 feet to an ell corner of said 80.818 acre tract, common to the northwest corner of said J.P. Harris Addition, same being in the meanders of a small branch; THENCE along the easterly line of said 80.818 acre tract, the westerly line of said J.P. Harris Addition, and the meanders of said small branch, the following courses and distances: South 68°00'20" East, a distance of 61.00 feet to a point for corner; South 15°14'40" West, a distance of 177.00 feet to a point for corner; South 30°40'40" West, a distance of 199.90 feet to a point for corner; South 02°24'22" West, a distance of 92.08 feet to a point for corner; North 88°07'20" West, a distance of 78.00 feet to a point for corner; South 57°23'40" West, a distance of 79.00 feet to a point for corner; Page 44 of 131 South 28°45'19" West, a distance of 190.85 feet to the southernmost southeast corner of said 80.818 acre tract, common to the southwest corner of said J.P. Harris Addition, same being on the northerly line of aforesaid 187.62 acre tract; THENCE South 88°27'14" East, along the northerly line of said 187.62 acre tract and the southerly line of said J.P. Harris Addition, a distance of 2.49 feet to a point for corner; THENCE South 89°17'06" East, continuing along the northerly line of said 187.62 acre tract and the southerly line of said J.P. Harris Addition, a distance of 667.60 feet to a 1/2 inch iron rod found for the northernmost northeast corner of said 187.62 acre tract, common to the northwest corner of a called 0.99 acre tract of land described in a deed to Brandon J. Perry and Marybeth Esther Jirasek, as recorded in Instrument No. 20191022001325990 of the Official Public Records of Collin County, Texas; THENCE South 02°25'50" West, departing the southerly line of said J.P. Harris Addition, along the easterly line of said 187.62 acre tract and the westerly line of said 0.99 acre tract, a distance of 187.18 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for an ell corner of said 187.62 acre tract, common to the southwest corner of said 0.99 acre tract; THENCE South 88'15'11" East, along the northerly line of said 187.62 acre tract and the southerly line of said 0.99 acre tract, a distance of 232.84 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the southernmost northeast corner of said 187.62 acre tract, common to the southeast corner of said 0.99 acre tract, same being on the westerly right of way line of said F.M. Highway 455; THENCE along the easterly line of said 187.62 acre tract and the westerly right of way line of said F.M. Highway 455, the following courses and distances: South 02°13'19" West, a distance of 267.22 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" found for corner; South 02°17'19" West, a distance of 524.10 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" found for corner; South 02°48'19" West, a distance of 483.52 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" found at the beginning of a tangent curve to the left with a radius of 358.31 feet, a central angle of 02031'24", and a chord bearing and distance of South 01 °32'37" West, 15.78 feet; In a southerly direction, with said tangent curve to the left, an arc distance of 15.78 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; THENCE South 01 °32'37" West, departing the westerly right of way line of said F.M. Highway 455 and continuing along the easterly line of said 187.62 acre tract, a distance of 329.61 feet to a 3/8 inch iron rod found for the southeast corner of said 187.62 acre tract, same being on the northerly line of aforesaid 29.000 acre tract; Page 45 of 131 THENCE North 89°14'27" East, along the northerly line of said 29.000 acre tract, a distance of 34.72 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 5392" found for corner; THENCE North 52°56'53" East, continuing along the northerly line of said 29.000 acre tract, a distance of 109.43 feet to the northernmost corner of said 29.000 acre tract, same being on the southerly right of way line of said F.M. Highway 455, and at the beginning of a non -tangent curve to the left with a radius of 358.31 feet, a central angle of 42031'44", and a chord bearing and distance of South 68°05'49" East, 259.90 feet, from which, a 3/8 inch iron rod found for witness bears South 52056' West, 0.29 feet; THENCE in a southeasterly direction continuing along the northerly line of said 29.000 acre tract and along the southerly right of way line of said F.M. Highway 455, with said non -tangent curve to the left, an arc distance of 265.96 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; THENCE South 89°21'41" East, continuing along the northerly line of said 29.000 acre tract and the southerly right of way line of said F.M. Highway 455, a distance of 374.40 feet to a 1/2 inch iron rod found at the beginning of a tangent curve to the right with a radius of 723.94 feet, a central angle of 18°39'00", and a chord bearing and distance of South 80°02'10" East, 234.61 feet; THENCE in a southeasterly direction continuing along the northerly line of said 29.000 acre tract and the southerly right of way line of said F.M. Highway 455, with said tangent curve to the right, an arc distance of 235.65 feet to a 1/2 inch iron rod found for the northeast corner of said 29.000 acre tract, same being on the westerly right of way line of County Road No. 828, a variable width right of way, no record found; THENCE South 01 °48'08" West, departing the southerly right of way line of said F.M. Highway 455, along the easterly line of said 29.000 acre tract and the westerly right of way line of said County Road No. 828, a distance of 563.66 feet to a 5/8 inch iron rod with plastic cap stamped KHA" set for corner; THENCE South 00°54'07" West, continuing along the easterly line of said 29.000 acre tract and the westerly right of way line of said County Road No. 828, a distance of 653.00 feet to a 1/2 inch iron rod found for the northernmost southeast corner of said 29.000 acre tract; THENCE South 49°46'47" West, along the southeasterly line of said 29.000 acre tract and continuing along the westerly right of way line of said County Road No. 828, a distance of 54.00 feet to a 1/2 inch iron rod found for the southernmost southeast comer of said 29.000 acre tract, same being on the northerly right of way line of County Road No. 827, a variable width right of way, no record found; THENCE South 89°34'47" West, along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, a distance of 238.00 feet to a 1/2 inch iron rod found for corner; Page 46 of 131 THENCE North 89031'13" West, continuing along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, a distance of 325.00 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; THENCE North 89°50'50" West, continuing along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, a distance of 333.17 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 5392" found for corner; THENCE South 89°40'57" West, continuing along the southerly line of said 29.000 acre tract and the northerly right of way line of said County Road No. 827, along the southerly line of aforesaid 14.803 acre tract, a distance of 517.20 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the southwest corner of said 14.803 acre tract, being on the easterly line of aforesaid 29.04 acre tract; THENCE South 01 006'30" West, departing the northerly right of way line of said County Road No. 827, along the easterly line of said 29.04 acre tract and crossing said County Road No. 827, a distance of 17.62 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the southeast corner of said 29.04 acre tract, being in the centerline of said County Road No. 827 and the northerly line of aforesaid 214.121 acre tract; THENCE North 89°26'27" East, continuing along the northerly line of said 214.121 acre tract and said County Road No. 827, a distance of 1,693.18 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" found for the northeast corner of said 214.121 acre tract; THENCE South 01 °21'12" West, along the easterly line of said 214.121 acre tract and continuing along said County Road No. 827, a distance of 1,981.23 feet to a 1/2 inch iron rod found for the northernmost southeast corner of said 214.121 acre tract; THENCE South 89°50'46" West, along the southerly line of said 214.121 acre tract and continuing along said County Road No. 827, a distance of 509.07 feet to a 1/2 inch iron rod found for an ell corner of said 214.121 acre tract; THENCE South 01'12'43" West, along the easterly line of said 214.121 acre tract and continuing along said County Road No. 827, a distance of 1,820.15 feet to a 1/2 inch iron rod found for the southernmost southeast corner of said 214.121 acre tract; THENCE North 89°04'29" West, departing said County Road No. 827 and along the southerly line of said 214.121 acre tract , a distance of 2,380.17 feet to a 1/2 inch iron rod found for the southwest corner of said 214.121 acre tract, common to the northwest corner of a called 10.001 acre tract of land described as Tract One in a deed to Joan Ardon Williamson, as recorded in Volume 900, Page 53 of the Deed Records of Collin County, Texas, same being on the easterly line of a called 6.716 acre tract of land described in a deed to Scott Bourland and wife, Kim Bourland, as recorded in Instrument No. 20120622000745540 of the Official Public Records of Collin County, Texas; THENCE North 00'46'18" West, along the westerly line of said 214.121 acre tract and the easterly line of said 6.716 acre tract, passing at a distance of 579.75 feet a 1/2 inch iron rod Page 47 of 131 found for the northeast corner of said 6.716 acre tract, common to the southeast corner of a called 5.568 acre tract of land described in a deed to Scott Bourland and Kim Bourland, as recorded in Volume 5909, Page 1057 of the Deed Records of Collin County, Texas, and continuing along the same course and along the easterly line of said 6.716 acre tract, the easterly line of said 50.92 acre tract of land described in a deed to Bryan Lee Brown and Tori Renee Brown, as recorded in Instrument No. 20181115001413260 of the Official Public Records of Collin County, Texas, and County Road No. 285, a variable width right of way, no record found, for a total distance of 1,820.01 feet to a 1/2 inch iron rod found for the southernmost northwest corner of said 214.121 acre tract, common to the northeast corner of said 50.92 acre tract, same being on the southerly line of a called 24.293 acre tract of land described in a deed to Wayne A. Jones and wife, Karen L. Jones, as recorded in Instrument No. 96-0028585 of the Land Records of Collin County, Texas; THENCE South 89°53'55" East, along the northerly line of said 214.121 acre tract, the southerly line of said 24.293 acre tract and continuing along said County Road No. 285, a distance of 444.85 feet to a rail road spike found for an ell comer of said 214.121 acre tract, common to the southeast corner of said 24.293 acre tract, from which, a 1/2 inch iron rod found for witness bears South 03°54' West, 9.27 feet; THENCE North 00°22'22" East, along the westerly line of said 214.121 acre tract, the easterly line of said 24.293 acre tract, the easterly line of a called 3.00 acre tract of land described in a deed to Teresa I. Davis, as recorded in Instrument No. 20110308000252990 of the Official Public Records of Collin County, Texas, the easterly line of a called 5.000 acre tract of land described in a deed to Margarita Rose Whitworth, as recorded in Instrument No. 94-0104190 of the Land Records of Collin County, Texas, the easterly line of a called 4.000 acre tract of land described in a deed to Fernando Encizo and wife, Joyce Encizo, as recorded in Volume 2854, Page 469 of the Deed Records of Collin County, Texas, the easterly line of a called 1.000 acre tract of land described in a deed to Tom Milligan and wife, Elizabeth J. Milligan, as recorded in Volume 1175, Page 481 of the Deed Records of Collin County, Texas, the easterly line of a called 1 acre tract of land described in a deed to Thomas Calvin Red and wife, Mary Frances Red, as recorded in Volume 1127, Page 251 of the Deed Records of Collin County, Texas, and continuing along said County Road No. 285, a distance of 1,273.04 feet to the northeast corner of said 1 acre tract, common to the southeast corner of a called 0.998 acre tract of land described in a deed to Thomas Calvin Red and wife, Mary Frances Red, as recorded in Volume 2381, Page 892 of the Deed Records of Collin County, Texas, from which, a 1/2 inch iron rod found for witness bears North 57°29' East, 0.25 feet; THENCE North 01 °42'37" East, along the easterly line of said 0.998 acre tract, the easterly line of a called 5.000 acre tract of land described in a deed to Calvin J. Red and Frances Red, as recorded in Volume 854, Page 296 of the Deed Records of Collin County, Texas, and continuing along the westerly line of said 214.121 acre tract and said County Road No. 285, a distance of 318.87 feet to a 1/2 inch iron rod bent found for the northeast corner of said 5.000 acre tract, common to the southeast corner of a called 2.23 acre tract of land described in a deed to Debra Ann Lacy, as recorded in Instrument No. 96-0064507 of the Land Records of Collin County, Texas; Page 48 of 131 THENCE North 00°26'40" East, along the easterly line of said 2.23 acre tract, continuing along the westerly line of said 214.121 acre tract and said County Road No. 285, a distance of 340.76 feet to a 5/8 inch iron rod with illegible plastic cap found for the northwest corner of said 214.121 acre tract, common to the northeast corner of said 2.23 acre tract, and the intersection of said County Road No. 285 with County Road No. 827, a variable width right of way, no record found, same being on the southerly line of aforesaid 29.04 acre tract; THENCE North 89°44'45" West, departing said County Road No. 285, continuing along the southerly line of said 29.04 acre tract and along the northerly line of said 2.23 acre tract, a distance of 96.65 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for the southwest corner of said 29.04 acre tract, being on the easterly line of aforesaid 192.50 acre tract; THENCE South 00°40'25" West, along the easterly line of said 192.50 acre tract, a distance of 4.86 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for the northernmost southeast corner of said 192.50 acre tract; THENCE North 86025'28" West, departing said County Road No. 285, along the southerly line of said 192.50 acre tract, a distance of 83.80 feet to a concrete monument found for an ell corner of said 192.50 acre tract; THENCE along the southeasterly line of said 192.50 acre tract, the following courses and distances: South 34033'32" West, a distance of 704.40 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner; South 35°21'41" West, a distance of 350.93 feet to a concrete monument found for corner; North 78*48'13" West, a distance of 227.92 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for corner; South 28029'01" West, a distance of 1,262.87 feet to a 5/8 inch iron rod found for the southernmost southeast corner of said 192.50 acre tract, same being on the northerly line of a called 50.92 acre tract of land described in a deed to Bryan Lee Brown and Tori Renee Brown, as recorded in Instrument No. 20181115001413260 of the Official Public Records of Collin County, Texas; THENCE North 88°57'31" West, along the southerly line of said 192.50 acre tract and the northerly line of said 50.92 acre tract, a distance of 821.17 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for an ell corner of said 192.50 acre tract; THENCE South 00°27'46" West, continuing along the southerly line of said 192.50 acre tract, a distance of 37.76 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for a southeast corner of said 192.50 acre tract; Page 49 of 131 THENCE North 88°52'39" West, continuing along the southerly line of said 192.50 acre tract, a distance of 360.18 feet to the southwest corner of said 192.50 acre tract, same being in the meanders of the East Fork of the Trinity River; THENCE along the westerly line of said 192.50 acre tract and the meanders of the East Fork of the Trinity River, the following courses and distances: North 18°33'49" West, a distance of 37.40 feet to a point for corner; North 51 °56'45" West, a distance of 46.74 feet to a point for corner; South 88'12'32" West, a distance of 255.64 feet to a point for corner; South 53°43'07" West, a distance of 118.33 feet to a point for corner; North 86'29'16" West, a distance of 52.73 feet to a point for corner; North 56°48'47" West, a distance of 41.44 feet to a point for corner; North 30057" 9" West, a distance of 209.46 feet to a point for comer; North 18°36'40" West, a distance of 87.13 feet to a point for corner; North 05'16'02" West, a distance of 50.25 feet to a point for corner; North 17'21'18" East, a distance of 53.30 feet to a point for corner; North 49°29'38" East, a distance of 151.36 feet to a point for corner; South 88'17'55" East, a distance of 56.37 feet to a point for corner; South 53°40'30" East, a distance of 158.58 feet to a point for corner; South 78'11'32" East, a distance of 93.43 feet to a point for corner; North 78°30'47" East, a distance of 69.23 feet to a point for corner; North 51 °35'54" East, a distance of 62.45 feet to a point for corner; North 22°36'23" East, a distance of 52.33 feet to a point for corner; North 23'13'30" West, a distance of 51.72 feet to a point for corner; North 67°56'56" West, a distance of 222.92 feet to a point for comer; North 37°28'49" West, a distance of 54.90 feet to a point for corner; North 15°36'39" East, a distance of 64.24 feet to a point for corner; Page 50 of 131 North 72016'55" East, a distance of 46.16 feet to a point for corner; North 24048'35" East, a distance of 79.66 feet to a point for corner; North 00040'44" West, a distance of 173.91 feet to a point for comer; North 09005'03" West, a distance of 117.20 feet to a point for comer; North 05'16'09" East, a distance of 114.95 feet to a point for corner; North 62'57'13" East, a distance of 13.32 feet to a point for corner; North 03058'52" West, a distance of 27.84 feet to a point for corner; North 61'00'18" West, a distance of 71.20 feet to a point for corner; South 77°47'51" West, a distance of 49.68 feet to a point for corner; South 38023'00" West, a distance of 81.14 feet to a point for corner; South 58042'44" West, a distance of 135.79 feet to a point for corner; South 85°52'59" West, a distance of 33.73 feet to a point for corner; North 37°49'28" West, a distance of 106.02 feet to a point for comer; South 87°20'09" West, a distance of 53.35 feet to a point for corner; North 41 °01'42" West, a distance of 29.14 feet to a point for corner; North 15024'28" West, a distance of 188.88 feet to a point for comer; North 12°58'57" East, a distance of 87.22 feet to a point for corner; North 41031'15" East, a distance of 154.10 feet to a point for corner; North 12°59'53" West, a distance of 308.06 feet to a point for comer; North 54*50'19" West, a distance of 19.23 feet to a point for corner; THENCE departing the meanders of the East Fork of the Trinity River, continuing along the westerly line of said 192.50 acre tract and the along the meanders of a small branch, the following courses and distances: North 39022'46" East, a distance of 106.17 feet to a point for corner; North 83°1 TOY East, a distance of 193.12 feet to a point for corner; North 25°59'59" East, a distance of 35.85 feet to a point for corner; Page 51 of 131 North 07012'47" East, a distance of 65.75 feet to a point for corner; North 26°42'38" West, a distance of 97.02 feet to a point for corner; North 34038'14" East, a distance of 34.70 feet to a point for corner; North 06°45'33" West, a distance of 13.52 feet to a point for corner; North 45°12'46" West, a distance of 27.57 feet to a point for corner; North 04°24'23" West, a distance of 20.14 feet to a point for corner; North 40°46'43" East, a distance of 43.45 feet to a point for corner; North 14'18'42" East, a distance of 19.67 feet to a point for corner; North 26019'30" West, a distance of 85.42 feet to a point for corner; North 10'42'35" West, a distance of 22.00 feet to a point for corner; North 01 °40'07" East, a distance of 28.06 feet to a point for corner; North 18°08'52" East, a distance of 15.57 feet to a point for corner; South 88°28'31" East, a distance of 28.14 feet to a point for corner; South 37029'18" East, a distance of 55.50 feet to a point for corner; North 45°12'50" East, a distance of 78.34 feet to a point for corner; North 20°40'46" East, a distance of 39.55 feet to a point for corner; North 28°54'33" West, a distance of 45.55 feet to a point for corner; North 55004'53" West, a distance of 73.65 feet to a point for corner; North 76°29'44" West, a distance of 62.30 feet to a point for corner; North 31 °56'55" West, a distance of 42.98 feet to a point for corner; North 34°37'17" East, a distance of 35.12 feet to a point for corner; South 77012'20" East, a distance of 17.47 feet to a point for corner; South 44023'15" East, a distance of 37.02 feet to a point for corner; North 73°22'40" East, a distance of 20.75 feet to a point for corner; Page 52 of 131 North 25016'08" East, a distance of 71.84 feet to a point for corner; North 69039'07" East, a distance of 26.32 feet to a point for corner; North 35'04'13" East, a distance of 18.62 feet to a point for corner; North 18008'17" West, a distance of 59.18 feet to a point for corner; North 26°57'25" East, a distance of 30.65 feet to a point for corner; North 72°07'04" East, a distance of 17.13 feet to a point for corner; South 75°41'09" East, a distance of 35.03 feet to a point for corner; North 88013'19" East, a distance of 27.26 feet to a point for corner; North 18054'16" East, a distance of 62.23 feet to a point for corner; North 30°01'27" West, a distance of 65.30 feet to a point for corner; North 48015'58" East, a distance of 38.73 feet to a point for corner; North 18019'38" East, a distance of 40.53 feet to a point for corner; North 52°21'48" East, a distance of 50.90 feet to a point for corner; South 84059'05" East, a distance of 38.08 feet to a point for corner; South 08031'05" East, a distance of 41.98 feet to a point for corner; South 80046'24" East, a distance of 19.97 feet to a point for corner; North 63037'22" East, a distance of 69.27 feet to a point for corner; North 38020'01" East, a distance of 58.38 feet to a point for corner; North 72°42'38" East, a distance of 60.72 feet to a point for corner; South 10028'46" East, a distance of 20.70 feet to a point for corner; South 48027'16" West, a distance of 22.03 feet to a point for corner; South 03050'33" East, a distance of 36.62 feet to a point for corner; South 82003'56" East, a distance of 38.89 feet to a point for corner; South 22028'11" East, a distance of 52.32 feet to a point for corner; North 82050'30" East, a distance of 33.41 feet to a point for corner; Page 53 of 131 South 61 °06'21" East, a distance of 22.80 feet to a point for corner; South 34°05'06" East, a distance of 20.86 feet to a point for corner; South 06°36'20" West, a distance of 36.84 feet to a point for corner; North 89°46'28" East, a distance of 50.48 feet to a point for corner; North 32°09'46" East, a distance of 43.30 feet to a point for corner; North 86°33'06" East, a distance of 16.09 feet to a point for corner; South 59°06'29" East, a distance of 43.15 feet to a point for corner; North 34°03'05" East, a distance of 66.70 feet to a point for corner; North 24°01'47" East, a distance of 49.56 feet to a point for corner; North 86'09'13" East, a distance of 112.44 feet to a point for corner; South 57°50'37" East, a distance of 33.63 feet to a point for corner; THENCE North 01 °49'43" East, departing the meanders of said small branch and continuing along the westerly line of said 192.50 acre tract, a distance of 124.35 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 4709" found for the southernmost southeast corner aforesaid 187.62 acre tract; THENCE North 88°41'50" West, departing the westerly line of said 192.50 acre tract, along the southerly line of said 187.62 acre tract and crossing County Road No. 210, a variable width right of way, a distance of 1,345.68 feet to the southwest corner of said 187.62 acre tract, same being in the meanders of the East Fork of the Trinity River; THENCE along the westerly line of said 187.62 acre tract and said meanders of the East Fork of the Trinity River, the following courses and distances: North 22°38'37" West, a distance of 269.84 feet to a point for comer; North 09'53'16" East, a distance of 98.56 feet to a point for corner; North 77°34'56" East, a distance of 196.81 feet to a point for corner; North 02'13'00" West, a distance of 77.82 feet to a point for corner; North 20°08'30" East, a distance of 213.55 feet to a point for corner; North 62°52'29" East, a distance of 218.73 feet to a point for corner; North 00°46'50" West, a distance of 61.19 feet to a point for corner; Page 54 of 131 North 34019'31" West, a distance of 222.90 feet to a point for comer; North 28008'09" West, a distance of 149.58 feet to a point for comer; North 15053'51" West, a distance of 217.59 feet to a point for comer; North 03°12'11" West, a distance of 52.30 feet to the westernmost northwest corner of said 187.62 acre tract, same being on the southerly line of East Fork Estates, according to the plat thereof recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas; THENCE South 88056'18" East, departing said meanders, along the northerly line of said 187.62 acre tract and the southerly line of said East Fork Estates, passing at a distance of 54.66 feet a 1/2 inch iron pipe found for corner, and continuing along the same course, for a total distance of 1,775.13 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 4709" found for an ell comer of said 187.62 acre tract; THENCE North 02039'53" East, departing the southerly line of said East Fork Estates, along the westerly line of said 187.62 acre tract and crossing aforesaid Lot 8, passing at a distance of 449.35 feet a 1/2 inch iron rod with plastic cap stamped RPLS 5686" found on the southerly line of a 60 foot wide Road and Utility Easement recorded in Cabinet C, Page 206 of the Plat Records of Collin County, Texas, and continuing along the same course, for a total distance of 479.35 feet to a northwest corner of said 187.62 acre tract, same being on the northerly line of said Lot 8, the southerly line of Lot 22 of said East Fork Estates; THENCE South 88009'27" East, along the northerly line of said 187.62 acre tract, the northerly line of said Lot 8, the northerly line of aforesaid Lot 7, the southerly line of said Lot 22 and the southerly line of Lot 21 of said East Fork Estates, a distance of 396.22 feet to the northeast corner of said Lot 7, common to the northwest corner of aforesaid Lot 6, from which, a mag nail with shiner found for witness bears South 80°48' West, 0.29 feet; THENCE North 67°37'28" East, along the northwesterly line of said 187.62 acre tract, the northwesterly line of said Lot 6, and the southeasterly line of said Lot 21, a distance of 72.10 feet to a point for corner, from which, a 1/2 inch iron rod found for witness bears North 79*18' East, 0.56 feet; THENCE North 33003'40" East, continuing along the northwesterly line of said 187.62 acre tract, the northwesterly line of said Lot 6, and the southeasterly line of said Lot 21, a distance of 60.00 feet to a mag nail found for corner; THENCE North 00'27'10" East, along the westerly line of said 187.62 acre tract, the westerly line of said Lot 6 and the easterly line of said Lot 21, a distance of 136.90 feet to a northwest corner of said 187.62 acre tract, the northwest corner of said Lot 6, common to the southwest corner of Lot 5 of said East Fork Estates, from which, a 1/2 inch iron rod found for witness bears North 81'20' East, 0.57 feet; Page 55 of 131 THENCE South 88°22'07" East, along the northerly line of said 187.62 acre tract, the northerly line of said Lot 6, and the southerly line of said 5, passing at a distance of 30.00 feet a 1/2 inch iron rod found for corner on the easterly line of said 60 foot wide Road and Utility Easement, and continuing along the same course, for a total distance of 381.99 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the northeast corner of said Lot 6, common to the southeast corner of said Lot 5, and an ell corner of said 187.62 acre tract, from which, a 1/2 inch iron rod found for witness bears North 83*22' West, 0.94 feet and a 112 inch iron rod found for witness bears South 89'18' West, 1.80 feet; THENCE North 02°17'35" East, along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 344.92 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for corner; THENCE North 03°13'26" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 312.50 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for corner; THENCE North 02°50'31" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 451.70 feet to a 1/2 inch iron rod found for corner; THENCE North 03°08'55" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 278.52 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex RPLS 3689" found for corner; THENCE North 02°24'40" East, continuing along the westerly line of said 187.62 acre tract and along the easterly line of said East Fork Estates, a distance of 729.57 feet to the POINT OF BEGINNING and containing 748.676 acres (32,612,334 square feet) of land, more or less. TRACT 2 BEING a tract of land situated in the R. Phalen Survey, Abstract No. 694 and the J.M. Kincade Survey, Abstract No. 510, Collin County, Texas, and being all of a called 59.536 acre tract of land described in a deed to Annaland, Ltd., as recorded in Volume 5930, Page 1861 of the Deed Records of Collin County, Texas, and being more particularly described as follows: BEGINNING at the westernmost northwest corner of said 59.536 acre tract, common to the southwest corner of a called 3.988 acre tract of land described in a deed to MMD Wallace, LLC, as recorded in Instrument No. 20220325000481190 of the Official Public Records of Collin County, Texas, being on the easterly right of way line of F.M. Highway 455, an 80 foot wide right of way, from which, a 1/2 inch iron rod found for witness bears North 89*08' West, 0.30 feet; THENCE South 88°34'25" East, departing the easterly right of way line of said F.M. Highway 455, along the northerly line of said 59.536 acre tract, the southerly line of said 3.988 acre tract, and the southerly line of a called 1.00 acre tract of land described in a deed to Mary C. Rollins, Page 56 of 131 as recorded in Instrument No. 20090519000609560 of the Official Public Records of Collin County, Texas, a distance of 664.53 feet to a 6 inch wooden post found for an ell corner of said 59.536 acre tract, common to the southeast corner of a called 1.00 acre tract of land described in a deed to Mary C. Rollins, as recorded in Instrument No. 20090519000609560 of the Official Public Records of Collin County, Texas; THENCE North 02032'31" East, along the westerly line of said 59.536 acre tract and the easterly line of said 1.00 acre tract, a distance of 308.62 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex 3689" found for the northernmost northwest corner of said 59.536 acre tract, common to the northeast corner of said 1.00 acre tract, being on the southerly right of way line of County Road No. 288, a variable width right of way, no record found; THENCE South 88*45'13" East, along the northerly line of said 59.536 acre tract and the southerly right of way line of said County Road No. 288, a distance of 511.72 feet to a point for corner, from which, a 1/2 inch bent iron rod found for witness bears South 01 °52" East, 0.64 feet; THENCE North 85°54'47" East, continuing along the northerly line of said 59.536 acre tract and the southerly right of way line of said County Road No. 288, a distance of 200.00 feet to a 1/2 inch iron rod found for corner; THENCE North 89021'31" East, continuing along the northerly line of said 59.536 acre tract and the southerly right of way line of said County Road No. 288, a distance of 660.45 feet to a 1/2 inch iron rod found for the northeast corner of said 59.536 acre tract, common to the northwest corner of a called 17.229 acre tract of land described in a deed to Gero Atilla Temesvary and Kristin Rae Temesvary, as recorded in Instrument No. 20200123000098610 of the Official Public Records of Collin County, Texas; THENCE South 00°46'45" East, departing the southerly right of way line of said County Road No. 288, along the easterly line of said 59.536 acre tract and the westerly line of said 17.229 acre tract, a distance of 463.90 feet to a 1/2 inch iron rod found for corner; THENCE South 15057'46" East, continuing along the easterly line of said 59.536 acre tract and the westerly line of said 17.229 acre tract, a distance of 526.58 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the northernmost southeast corner of said 59.536 acre tract; THENCE along the southerly line of said 59.536 acre tract, the following courses and distances: North 88°28'51" West, a distance of 321.99 feet to a 1/2 inch iron rod found for corner; North 89°27'46" West, a distance of 189.98 feet to a 1/2 inch iron rod with plastic cap stamped "Metroplex 3689" found for corner; North 88°09'30" West, a distance of 279.41 feet to a 1/2 inch iron rod found for corner; North 83°59'34" West, a distance of 198.41 feet to a 1/2 inch iron rod found for corner; Page 57 of 131 North 89°37'20" West, a distance of 130.06 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for an ell corner of said 59.536 acre tract; THENCE South 01 °15'52" West, along the easterly line of said 59.536 acre tract, a distance of 833.23 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for the southernmost southeast corner of said 59.536 acre tract; THENCE North 88'32'11" West, along the southerly line of said 59.536 acre tract, a distance of 131.97 feet to a point for corner on the northerly right of way line of aforesaid F.M. Highway 455, and at the beginning of a non -tangent curve to the left with a radius of 803.94 feet, a central angle of 24'19'02", and a chord bearing and distance of North 77'12'09" West, 338.65 feet, from which, a 1/2 inch iron rod with plastic cap stamped "Metroplex 3689" found for witness bears North 87°29' East, 0.75 feet; THENCE in a northwesterly direction along the southerly line of said 59.536 acre tract and the northerly right of way line of said F.M. Highway 455, with said non -tangent curve to the left, an arc distance of 341.21 feet to a 1/2 inch iron rod found for corner; THENCE North 89°21'41" West, continuing along the southerly line of said 59.536 acre tract and the northerly right of way line of said F.M. Highway 455, a distance of 374.40 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set at the beginning of a tangent curve to the right with a radius of 278.31 feet, a central angle of 92'10'00", and a chord bearing and distance of North 43'16'41" West, 400.96 feet; THENCE in a northwesterly direction along the curving southwesterly line of said 59.536 acre tract and the curving northeasterly right of way line of said F.M. Highway 455, with said tangent curve to the right, an arc distance of 447.69 feet to a point for corner, from which, a 1/2 inch iron rod found for witness bears South 24°42' East, 0.39 feet; THENCE North 02'48'19" East, along the westerly line of said 59.536 acre tract and the easterly right of way line of said F.M. Highway 455, a distance of 483.88 feet to a point for comer, from which, a 1/2 inch iron rod laid over found for witness bears South 65'15' West, 0.24 feet; THENCE North 02'17'19" East, continuing along the westerly line of said 59.536 acre tract and the easterly right of way line of said F.M. Highway 455, a distance of 524.50 feet to a 1/2 inch iron rod found for corner; THENCE North 02'13'19" East, continuing along the westerly line of said 59.536 acre tract and the easterly right of way line of said F.M. Highway 455, a distance of 78.15 feet to the POINT OF BEGINNING and containing 59.545 acres (2,593,774 square feet) of land, more or less. Page 58 of 131 Exhibit B Depiction of the Property M. Page 59 of 131 CW 11 La DEPICTION OF PROPERTY Oak Ridge Collin County, Texas Horn illy Page 60 of 131 Exhibit C Illustrative Layout Page 61 of 131 mu 0 m cca a 0iv E E v E O o C u 00v 3 o o c a r * E o v v c a O a LL n @ C Ln O CO v c c U N a a) t!1 E 0 vi Z <t c v J O Q c N i i tT..., J muc R oO ti r Page 62 of 131 Exhibit D Development Standards Page 63 of 131 EXHIRIT n DEVELOPMENT REGULATIONS FOR OAK RIDGE The permitted uses and standards for development of the Property shall be in accordance with the Single - Family Residential District (SF-10.5), Single -Family Residential District (SF-7.2), Single -Family Residential District (SF-6.0), Mixed -Density Residential District (MD - Single -Family Garden Home, Single -Family Attached, Single -Family Duplex), Local Commercial District (C-1), and Regional Commercial District (C-2) of the Zoning Ordinance and applicable City Regulations, except as amended and modified in these Development Regulations and this Agreement including without limitation the City's Planning and Development Regulations. Disclaimer: Zoning Ordinance modifications set forth herein are specifically related to the Property associated with this Development Agreement and shall not apply to any additional areas within or outside of the city limits. Illustrative Layout; Conflicts and Terms. 1. Development shall generally comply with Exhibit C — "Illustrative Layout". Where there is a conflict between the Illustrative Layout and these Development Regulations, these Development Regulations shall control. 2. These Development Regulations and the City's Ordinances in effect at the time these Development Regulations were prepared shall control development of the project. Where there is a conflict between these Development Regulations and the City's Zoning Ordinance, these Development Regulations shall control. Upon approval of a Planned Development District in accordance with these Development Regulations, the Planned Development shall control. 3. Terms that are not defined in these Development Regulations shall have the meanings ascribed to such terms in the City's Zoning Ordinance or the Development Agreement, as applicable. When there is a conflict between the City's Zoning Ordinance and the Development Agreement, the Development Agreement shall control. 4. Allowable land uses are identified on Exhibit A — "Zoning District Map" of the Development Standards. 5. Maximum number of residential units (combined total of SF-10.5, SF-8.4, SF-7.2, SF-6.0, and MD): 3,000 units. A. Maximum number of Single -Family and MD units 100% i. Maximum number of MD units 20% ii. Maximum number of SF-6.0 units 45% iii. Minimum number of SF-7.2 units 15% Page 64 of 131 iv. Minimum number of SF-8.4 units 10% V. Minimum number of SF-10.5 units 5% Lot sizes may be mixed within each area to provide additional options and character to the project. 6. Fencing: A. All fences backing or siding onto Cowan Road and FM 455 shall be solid masonry construction. B. All fences backing or siding on to creek corridors (greenbelts), linear park areas, pocket parks, or open space areas shall be ornamental metal fences, such as wrought iron or tubular steel. C. All wood privacy fencing between residences shall be at least six feet in height. D. Wood fencing shall be stained and sealed. Plastic and chain link fencing is prohibited. E. All fences backing or siding to common areas and the project perimeter shall be uniform wood (board on board) construction measuring at least six feet in height. F. Allowable fencing materials are further identified on Exhibit C — "Fence Exhibit" of these Development Standards. 7. A minimum 20-foot-wide common area tract to be owned and maintained by the homeowners' association will be required along both sides of Cowan Road and FM 455 as shown on the Illustrative Layout. Within the 20-foot-wide common area tract, Developer shall be required to plant one large tree (minimum of three-inch caliper and seven feet height at the time of planting) per 50 linear feet of screening wall and one ornamental tree per 30 feet of screening wall. Trees may be grouped or clustered to facilitate site design. 8. Private Amenities: A. The creek corridors (greenbelts), pocket parks, and linear park areas shall be provided in the general locations shown on the Illustrative Layout; provided, however, that the final locations of the greenbelt, pocket parks and linear park areas shall be determined at the time of Concept Plan approval and may be approved in phases per platting approval. The Director of Development Services or his/her designee is authorized to administratively approve modifications to the locations of the creek corridors, pocket parks and linear park areas during the platting stage or the permitting stage. Developer may receive credit against Park Development and Park Dedication Fees for these areas as set forth in the Development Agreement. B. The location of the trail system shall be in general conformance with Exhibit J; provided, however, that the final locations of the trail system shall be determined at the time of civil engineering plan approval and may be approved in phases per platting approval. The Director of Development Services or his/her designee is 2 Page 65 of 131 authorized to administratively approve modifications to the locations of the trail system during the platting stage or the permitting stage. C. Two private amenity center facilities shall be provided as part of the single-family development in the general locations shown on the Illustrative Layout. 9, Public Parks and Amenities: A. The creek corridors (greenbelts), linear park areas and trail system shown on the Illustrative Layout shall be accessible and open to the general public. The Developer will receive credit against Park Development and Park Dedication Fees for these areas as set forth in the Development Agreement. 10. Infrastructure Improvements: As shown on the Illustrative Layout, Cowan Road shall be dedicated with a 120' R.O.W. as a 6-lane divided principal arterial; FM 455 shall be dedicated with a 120' R.O.W. as a 6-lane divided principal arterial; Trinity Falls Parkway south of Cowan Road shall be dedicated with a 120' R.O.W. as a 6-lane divided principal arterial. Where adjacent to property owned by others, Oak Ridge will dedicate 60' of the total 120'. When development occurs adjacent to Trinity Falls Parkway and Cowan Road, 4 lanes of the ultimate 6 lane arterial will be constructed. The city shall construct the final two lanes when traffic warrants. FM 455 pavement expansion will be constructed by TxDOT. The realignment of FM 455 is under consideration by TxDOT and could alter these requirements; revisions, if any, to the alignments wi 11 be addressed in the Concept Plan. Page 66 of 131 ARTICLE 9.02 SUBDIVISION REGULATIONS 1, Sec.9.02.086 Sidewalks a) Provided in Residential and Nonresidential Areas 1) Pedestrian concrete walkways (sidewalks) not less than the following width shall be provided along both sides of newly constructed streets as follows: Street Type Sidewalk Width Arterial 6 feet Divided and undivided collector 6 feet Neighborhood collector 6 feet Local residential 5 feet 2) Construction standards for sidewalks shall be as set forth in the City's design standards. 3) Concrete trail widths vary and generally follow locations shown on Exhibit E. Page 67 of 131 ARTICLE 9.03 DESIGN STANDARDS 1. Sec.2 Streets Table 2.1 GEOMETRIC DESIGN STANDARDS Design Principal Minor Minor Major Minor Local Element Arterial Arterial Arterial Collector Collector Divided Divided Undivided Undivided Undivided Number of 6 4 4 4 2 2 Traffic Lanes Maximum 12 12 12 11 ll+ 15 Lane Width Feet Minimum RW 120 90 80 80 60 50 Width Feet Design Speed 45 40 40 40 35 25 MPH) Stopping Sight 400 325 325 325 325 325 distance Feet Median Width 16 14 14 Feet) Minimum 6 Lateral Clearance feet) Parking No No No No Com. Some / Res. Yes Permitted Res. Yes Minimum 1200 850 850 Com.700 Com.500 Res.200 Horizontal Centerline Res. 600 Res. 350 Elbow 50' Curvature Feet nri.rrm vna-yr-vvHI nZ%4U1xG1nE1'NIN FUK MAIN; HIGHWAY AND/OR THE PROVISION OF RIGHT TURN LANES OR OTHER INTERSECITON IMPROVEMENTS MAY EXCEED THIS MINIMUM RW STANDARDS. LARGER MEDIANS MAY BE REQUIRED TO PROVDE FOR MULTIPLE TURN LANES. LOCAL RESIDENTIAL CUL-DE-SACS SHALL HAVE A MINIMUM RW RADIUS OF FIFTY FEET 50'). Page 68 of 131 ARTICLE 9.04 ZONING ORDINANCE 1. Sec. 9.04.013 Single -Family Residential (SF-10.5) District Table 7: Single -Family Residential (SF-10.5) District Dimensional Standards Single -Family Residential SF-10.5 District Dimensional Standards Lot Re uirements A Lot Area min. 10,500 square feet' B Lot Width min. 80 feet C Lot Depth min. 120 feet' D Lot Coverage max. 60%' Setback Requirements E Front Yard min. 20 feet F Rear Yard min. 20 feet 2 G Side Yard min. 5 feet H Comer Side Yard min.) 15 feet Building Re uirements I Building Height max.) 135 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations See. 9.04.042 — Site Design Requirements Sec. 9.04,043 — Parking Sec. 9.04.044 — Loading Sec. 0.04.045 - Landscaping Sec. 9.04.046 — Screening and Fencing Sec. 9.04.047 — Outdoor Lighting Sec. 9.04.048 — Trash Sec. 0.04.049—Performance Standards For lots located in cul-de-sacs or at knuckles, lot depth shall be reduced to 100 feet, and lot coverage shall be increased to 65%. 2 Covered, non -enclosed patios may encroach up to 8'. Page 69 of 131 2. Sec. 9.04.014 Single -Family Residential (SF-8.4) District c) Dimensional Standards. Development in the Single -Family Residential (SF-8.4) district shall follow Table 7: Single -Family Residential (SF-8.4) District Dimensional Standards. Table 7: Single -Family Residential (SF-8.4) District Dimensional Standards Single —Family Residential SF-8.4) District Dimensional Standards Lot Re uirements A Lot Area min. 8,400 square feet B Lot Width min. 70 feet C Lot Depth min. 120 feet D Lot Coverage max. 65%' Setback Requirements E Front Yard min. 20 feet F Rear Yard min. 20 feet Z G Side Yard min. 5 feet H Corner Side Yard min.) 15 feet Building Requirements I Building Height max.) 1 35 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations Sec. 9.04.042 — Site Design Requirements Sec. 9.04.043 — Parking Sec. 9.04.044 — Loading Sec. 0.04.045 - Landscaping Sec. 9.04.046 — Screening and Fencing Sec. 9.04.047 — Outdoor Lighting Sec. 9.04.048 — Trash Sec. 0.04.049 — Performance Standards For lots located in cul-de-sacs or at knuckles, lot depth shall be reduced to 100 feet, and lot coverage shall be increased to 70%. 2 Covered, non -enclosed patios may encroachup to 8'. Page 70 of 131 3. Sec. 9.04.015 Single -Family Residential (SF-7.2) District c) Dimensional Standards. Development in the Single -Family Residential (SF-7.2) district shall follow Table 8: Single -Family Residential (SF-7.2) District Dimensional Standards. Table 8: Single -Family Residential (SF-7.2) District Dimensional Standards Single -Family Residential SF-7.2 District Dimensional Standards Lot Re uirements A Lot Area min. 7,200 square feet B Lot Width min. 60 feet C Lot Depth min. 120 feet D Lot Coverage max.) 60% Setback Requirements E Front Yard min) 20 feet F Rear Yard min. 20 feet Z G Side Yard min. 5 feet H Corner Side Yard min.) 15 feet Building Requirements I Building Height max. 35 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations Sec. 9.04.042 — Site Design Requirements Sec. 9.04.043 —Parking Sec. 9.04.044 — Loading Sec. 0.04.045 - Landscaping Sec. 9.04.046 Sec. 9.04.047 Sec. 9.04.048 Sec. 0.04.049 Screening and Fencing Outdoor Lighting Trash Performance Standards For lots located in cul-de-sacs or at knuckles, lot depth shall be reduced to 100 feet, and lot coverage shall be increased to 70%. Z Covered, non -enclosed patios may encroach up to 8'. Page 71 of 131 4. Sec. 9.04.016 Single -Family Residential (SF-6.0) District c) Dimensional Standards. Development in the Single -Family Residential (SF-6.0) district shall follow Table 9: Single -Family Residential (SF-6.0) District Dimensional Standards. Table 9: Single -Family Residential (SF-6.0) District Dimensional Standards Single -Family Residential SF-6.0) District Dimensional Standards Lot Re uirements A Lot Area min. 6,000 square feet B Lot Width min. 50 feet C Lot Depth min.) 120 feet t D Lot Coverage max. 65% 1 Setback Re uirements E Front Yard min. 20 feet F Rear Yard min. 20 feet 2 G Side Yard min. 5 feet H Corner Side Yard min.) 15 feet Building Requirements I Building Height max. 35 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations Sec. 9.04.042 — Site Design Requirements Sec. 9.04.043 — Parking Sec. 9.04.044 — Loading Sec. 0.04.045 - Landscaping Sec. 9.04.046 Sec. 9.04.047 Sec. 9.04.048 Sec. 0.04.049 Screening and Fencing Outdoor Lighting Trash Perfonnance Standards For lots located in cul-de-sacs or at knuckles, lot depth shall be reduced to 100 feet, and lot coverage shall be increased to 70%. 2 Covered, non -enclosed patios may encroach up to 8'. Page 72 of 131 5. Sec. 9.04.017 Mixed -Density Residential (MD) District c) Dimensional Standards. Development in the Mixed -Density Residential (MD) district shall follow Table 10: Mixed -Density Residential (MD) District Single -Family Garden Home, Single -Family Attached, Duplex Dimensional Standards. Table 10: Mixed -Density Residential (MD) District Dimensional Standards Mixed -Density Residential (MD) District Single -Family Garden Horne Dimensional Standards Lot Re uirements A Lot Area min. 4,400 square feet B Lot Width min. 25 feet C Lot Depth min.) 80 feet D Lot Coverage max. 70% Setback Re uirements E Front Yard min. 20 feet Front Entry) 10 feet (Rear Entry) F Rear Yard (min.)' 10 feet (Front Entry) 20 feet (Rear Entry) G Side Yard (min.) 5 feet or 1 foot / 9 feet split (minimum 10 feet between buildings) H Corner Side Yard min. 15 feet Building Requirements I Building Height max. 35 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations Sec. 9.04.042 — Site Design Requirements Sec. 9.04.043 — Parking Sec. 9,04.044 — Loading Sec. 0.04.045 -Landscaping Sec. 9.04.046 — Screening and Fencing Sec. 9.04.047 — Outdoor Lighting Sec. 9.04.048 — Trash Sec. 0.04.049 — Performance Standards Mixed -Density Residential (MD) District Single -Family Attached Dimensional Standards Lot Re uirements A Lot Area min. 1,750 square feet per unit B Lot Width min.) 25 feet C Lot Depth min. 70 feet D Lot Coverage max. 70% Setback Re uirements E Front Yard min. 20 feet (Front Entry) 10 feet Rear Entry) F Rear Yard min. 3 10 feet (Front Entry) 20 feet (Rear Ent ) G Side Yard min. 5 feet H Corner Side Yard min. 15 feet Building Requirements I Building Height max. 35 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations Sec. 9.04.042 — Site Design Requirements Sec. 9.04.043 — Parking Sec. 9.04.044 — Loading Sec. 0.04.045 - Landscaping Sec. 9.04.046 — Screening and Fencing Sec. 9.04.047 — Outdoor Lighting Sec. 9.04.048 — Trash Sec. 0.04.049 — Performance Standards m Page 73 of 131 Mixed -Density Residential (MD) District Duplex Dimensional Standards Lot Re uirements A Lot Area min.) 2,000 square feet per unit B Lot Width min. 25 feet C Lot Depth min. 80 feet D Lot Coverage max. 60% Setback Requirements E Front Yard min. 20 feet (Front Entry) 10 feet (Rear Entry) F Rear Yard (min.)' 10 feet Front Entry) 20 feet Rear Entry) G Side Yard min. 5 feet H Comer Side Yard min. 15 feet Building Requirements I Building Height max.) 1 35 feet Additional Applicable Requirements within the Zoning Ordinance Sec. 9.04.041 — Dimensional Regulations Sec. 9.04.042 — Site Design Requirements Sec. 9.04.043 — Parking Sec. 9.04.044 — Loading Sec. 0.04.045 - Landscaping Sec. 9.04.046 — Screening and Fencing Sec. 9.04.047 — Outdoor Lighting Sec. 9.04.048 — Trash Sec. 0.04.049 — Performance Standards Covered, non -enclosed patios may encroach up to 8'. Sec. 9.04.028 Use Table Table 19: Use Table Land Use SF- SF8.4 SF- SF- MD C-1 C-2 10.5 7.2 6.0 Radio, TV, or P P P P P P P Microwave Operations, Commercial 6. Section 9.04.042 Site Design Requirements c) Single -Family and Two -Family Residential Standards. 5) House Repetition. A) Within residential developments, single-family and two-family dwellings with substantially identical exterior elevations can only repeat every four (4) lots when fronting the same right-of-way including both sides of the street. B) Homes side by side or across the street within one house (directly across the street or "caddy corner' across the street) shall not have substantially identical exterior elevations. 11 Page 74 of 131 6) Building Materials A) Exteriors. The exterior of each primary residence on a Lot shall be constructed in accordance with the Building Material Guidelines table below. B) "Masonry" may include brick or stone stacked and mortared in place (stone means granite, limestone, marble, or other naturally occurring stone), stucco consisting of exterior Portland cement, hand -applied in three coats to a minimum thickness of three-quarters of an inch (3/4"), concrete tilt -wall or other concrete finish techniques, or other similar products. For all exterior plan types, cementitious siding products may be used in areas where it is not structurally feasible to support brick or stone. Building Material Guidelines A minimum of 85 percent masonry is required for the entire first floor. The front and sides of each First Floor elevation must be masonry, with only the rear to have other materials. Rear masonry is required on any house that backs to Cowan Road and FM 455. Masonry Materials o Brick Brick shall meet specifications established by the Brick Institute of America. Concrete brick is not allowed. Jumbo bricks are not allowed. o Mortar Joints Mortar joints shall be tooled; no "slump" joints are permitted. Non -Masonry Materials o Siding Siding material may be cementitious Hardie -Plank or fiber planking. Plywood, particle board and vinyl are prohibited. o Trim/Wood All trim and wood shall be smooth and painted or stained. Stained wood must be sealed. o Metal Exposed metals must be anodized aluminum, bronze, copper or painted galvanized steel. Exclusions. Roofs, eaves, dormers, soffits, windows, gables, doors, garage doors, decorative trim, and trim work are not required to be constructed of masonry. 12 Page 75 of 131 Prohibited Elements. Highly reflective finishes on exterior surfaces (other than non - mirrored glass or on surfaces of hardware fixtures). Mirrored glass. 7) Roofs & Chimneys A) Accepted Roof Materials. Roofing materials shall be limited to architectural shingles of weathered wood or black colored, non -reflective metal, clay, tile or architectural composition shingles with a minimum rating of 30 years. All shingles must meet or exceed applicable local, FEMA, FHA and VA regulations. No three - tab shingles are permitted. B) Chimneys. Chimney style must be appropriate for the style of the home and may be brick or other masonry matching with the same permitted colors and materials as permitted on the body of the house; provided however, that any chimney located on the interior portion of the roof may also include cementitious materials solely or in addition to the brick or other masonry. If a chimney or fireplace chase is located on the side of a residence, then it is required to be constructed of masonry. 8) Gutters/Downspouts/Drains A) All residences shall be constructed with gutters and downspouts. Gutters and downspouts shall match the color of the existing trim of the residence. 9) Floor Plate A) The minimum Plate height for the first floor shall be nine (9) feet; 8-ft floor plate along a side elevation that are disguised across the front elevation and that "pop- up" to 9-feet within the residence is allowed. In addition, the minimum combined plate height for two story elevations shall not be less than eighteen (I8) feet. 10) Screening and Placement A) Mcchanical equipment, trash receptacles, equipment, wood piles and other miscellaneous outdoor storage must be visually screened from public view and neighboring Lots by a solid screening wall/fence or landscaping sufficient for screening. d) Nonresidential. Standards 1) Building .Articulation A) Single- and multi -tenant buildings < 50,000 square feet i. All buildings shall utilize fagade offsets and appropriate fenestration, to add variation and visual interest to an elevation and to break up long uninterrupted walls or elevations. ii. Elevations that are 50 feet or longer in horizontal length require at least two offsets (projection or recess) from the primary fagade plane of at least 18 inches deep and 4 feet wide. 13 Page 76 of 131 iii. The height of those offsets is equal to the building's height at the location of the offset. B) Single- and multi -tenant buildings 50,000 square feet and larger iv. All buildings shall utilize either facade offsets and appropriate fenestration, color variations, alternative building materials, or other architectural treatments, to add variation and visual interest to an elevation and to break up long uninterrupted walls or elevations. V. Elevations that are 50 feet or longer in horizontal length require at least one of the following: at least two offsets (projection or recess) from the primary facade plane of at least 18 inches deep and 4 feet wide, color variations, alternative building materials, or other architectural treatments. vi. The height of those offsets, color variations, alternative building materials, or other architectural treatments is equal to the building's height at the location of the application. 2) Roof Treatment A) Long uninterrupted roof lines and planes shall be broken into smaller segments through the use of scaled gables or dormers, change in height, changes in roof form, type or planes that typically correspond to offsets in the building's facade, or other appropriate architectural elements. B) Parapet roof lines shall feature a well-defined cornice treatment or another similar element to visually cap each building elevation. 3) Fenestration A) Single- and multi -tenant buildings < 50,000 square feet : The use of recessed windows, awnings, sills, drip caps, projecting trim casing or surrounds, projecting muntins or mullions, and other elements is required. B) Single- and multi -tenant buildings 50,000 square feet and larger do not require fenestration. C) Any glass with a visible light reflectance rating of 25% or greater is prohibited. 4) Elements. All buildings or developments shall be required to provide at least two of the following elements: A) The primary entrance for all buildings shall feature a protected entry through the use of a recessed entry, porte-cochere, awning, canopy, or similar feature that serves the same purposes. The covering shall be at least three feet in depth when measured from the face of the adjoining facade. B) All building elevations shall feature at least at least two facade offsets (recess or projection) five feet in depth for every 50 feet of horizontal length. 14 Page 77 of 131 C) All building elevations shall feature at least two distinct roof lines or a roof parapet with cornice design or similar element. D) All primary and secondary building entrances, excluding emergency exits and service doors, feature a recessed entry, canopy, awning, or similar sheltering feature of at least 50 square feet. E) Single- and multi -tenant buildings greater than 50,000 square feet shall provide least one of the following: at least two offsets (projection or recess) from the primary fagade plane of at least 18 inches deep and 4 feet wide, color variations, alternative building materials, or other architectural treatments. 7. Section 9.04.044 Loading d) Standards. 5) Location. A loading space: B) Must be located within the same development as the building or use served; C) Is prohibited from projecting into a sidewalk, street, or public right-of-way, including any maneuvering area; D) Is prohibited from being located between the front building line and the lot line; E) Must be placed to the rear or side of buildings in visually unobtrusive locations; F) Must be set back a minimum distance of 100 feet (35 feet for Self -Storage (Mini - Warehouse) from any adjacent residential zoning district or use; G) Must be se back a minimum distance of 50 feet from any public street or front property line; and H) Must be oriented away from the street frontage. 8. Section 9.04.045 Landscaping f) Minimum Landscaping Requirements. 2) Parking Lots. A) Landscape areas within parking lots shall be at least 162 square feet in size with approximate dimensions of 9 feet wide by 18 feet deep. 15 Page 78 of 131 4) Residential Development Table 27: Residential Planting Requirements Trees required per lot Include front yard tree requirement) Canopy / Ornamental Minimum Trees Required in Front yard Canopy / Ornamental SF10.5 3/5 2/2 SF8.4 3/4 2/1 or113 SF7.2 2/4 2/1or1/3 SF6.0 2/3 1 /2 MD 1/2 1/1 Note: 1 Street tree shall count as 1 required front yard tree h) Tree Preservation. 1) Trees located with the tree preservation areas identified on Exhibit D - "Tree Preservation" shall be preserved with the exception of trees that must be removed to allow for the construction of public infrastructure improvements. 2) The Developer shall plant one large tree (minimum of three-inch caliper {measured at four feet above base of the tree) and seven feet height at the time of planting) per 50 linear feet of screening wall and one ornamental tree per 30 feet of screening wall. Trees may be grouped or clustered to facilitate site design. 16 Page 79 of 131 ARTICLE 9.05 SIGN ORDINANCE Section 9.05.018 Detached Signs c) Subdivision Entry Signs 1) Definition. Subdivision Entry Sign. A sign which may be a freestanding monument or attached to a subdivision wall located at the entry of a platted subdivision from a local, collector, or arterial street. 2) Standards. Generally. Table 3-7 establishes the standards for subdivision entry signs. Table 3-7: Subdivision Entry Sign Standards Sign District —> Requirement f SF MD CM General Allowed? Y Y N Permit Required? Y Y Number per entrance (max.) 2 2 Dimensions Sign Area (max.) 200 sf 200 sf Sign Height (max). 15 ft 15 ft Setbacks From ROW loft loft 17 Page 80 of 131 Features Electronic Message Center N N Changeable Copy N N Channel Letters Y Y Internal Illumination N N External Illumination Y Y Halo Illumination Y Y Additional Information Key Y = yes, a permit is required or the feature is allowed I N = no/ not allowed I NR = the sign type or characteristic is allowed for nonresidential uses only I sf = square feet I ft = feet "-" = the standard does not apply Sign District Summary SF = SF-10.5 - SF-6.0 districts I CM = C-1 and C-2 districts B) Number and Location i) Two (2) subdivision entry signs may be located at the intersection of a collector or arterial street and an entry street or private driveway into a subdivision. These signs shall be located on an HOA lot. ii) Subdivision entrances from a right-of-way greater than 60 feet shall require signage. Secondary entrance connecting to other neighborhoods may be allowed but are not required. C) Design and Installation- i) Subdivision entry signs shall be constructed with stone, brick, concrete, metal, routed wood planks or beams, or similar durable, weatherproof materials. ii) All subdivision entry signs shall be landscaped around the base of the sign in an area equal to four square feet for each square foot of sign areas. In case where the location of the sign could not accommodate such landscape areas, the area may be reduced up to 50% at the Directors' discretion. iii) When electrical service is provided to a subdivision entry sign, all electrical service shall be underground. W Page 81 of 131 ARTICLE 9.07 TREE PRESERVATION The tree preservation ordinance is not applicable to this development. The existing trees in the areas highlighted in green and blue on Exhibit D — "Tree Preservation" shall be preserved except those needing to be removed for public infrastructure or floodplain valley storage. This preservation along with all new plantings shall fulfill all requirements for mitigation. The remainder of the existing trees may be removed without penalty and are not subject to mitigation. 19 Page 82 of 131 t5 ly, C) 21 E 0 In l.i x In Ll- ai cu Lj ly tJ Z,Ak i5l LU ALI r-04 Page 83 of 131 y 4-J Y Y c Y U p 1 Q u v p_ 04 ° Lra ClpJ Zo o O m O vY T a`r 0O Y m d . Q1 i s0- Y c ` m ai H 0 3 Y Y E Y o a°_ o v o v s m u Y E 3 v o E 'ro > ;; c a 1 a ru c o L^ 0- Q) v^ o c o C m m c Y o E a nami a ac E ai Y ^ m vi j O Q a u Z q v —° m m c f6 a w m as m c r c c I I O v n i a sY J L J I Z o N x r a. Page 84 of 131 00 L L VO V wQ U d 757 7 C v i LL N p O v O C v c v m ti SSC Wj t o tir I m x w w U z w U r m x LU Page 85 of 131 N W*E S POD F PRESERVED CANOPY REMOVED CANOPY PRESERVED CANOPY IN FLOODPLAIN REMOVED CANOPY IN FLOODPLAIN PROPERTY BOUNDARY POD BOUNDARY 100YR FLOODPLAIN (PRE -DEVELOPMENT) 100YR FLOODPLAIN (POST -DEVELOPMENT) POD 5 COMMERCIAL I "o EXHIBIT D TREE PRESERVATION Oak Ridge Collin County, Texas Kiml )))Horn P,.. 0 APri12025Page 86 of 131 1az FUTURE 12" BY OTHERS) s i l` FUTURE 12' ' BY OTHERS) mm 1 ' 1 fl E Pod 3 tI 1f , t 11 6e r Q r NOTE: 1) LAND PLAN IS CONCEPTUAL IN NATURE SUBJECT TO CHANGE. 2) WATER LINE SIZES AND LOCATIONS ARE IN GENERAL COMPLIANCE WITH THE CITY OF ANNA'S WATER MASTER PLAN DATED 3/23/2022 161. ' uwra 1 a or rlena 12' 12" Pod 5 ' 9 COMMERCIAL i i _ jOD -f Pod 4 Pod 2 12" EXHIBIT E OAK RIDGE MAJOR WATER Oak Ridge Collin County, Texas Kim )))Horn April2025Page 87 of 131 FUTURE 12" BY OTHERS) P a O NNp FUTURE 12" w = BY OTHERS) j - 10TLLm I55 1 f Pod 1 Pod 5 ' I COMMERCIAL ii 1 I AwflR . uturo a or rtona r \i i Y, Iftmmm 2" Li i Pod 3 NOTE: 1) ON -SITE WATER LINE SIZES SHALL BE 8" UNLESS LISTED OTHERWISE. 2) LAND PLAN IS CONCEPTUAL IN NATURE SUBJECT TO CHANGE. 3) WATER LINE SIZES AND LOCATIONS ARE IN GENERAL COMPLIANCE WITH THE CITY OF ANNA'S WATER MASTER PLAN DATED 3/2312022 EXHIBIT F OAK RIDGE ON -SITE WATER Oak Ridge Collin County, Texas Kimlep) Horn Apri12025 Page 88 of 131 m• Pod 5 ` COMMERCIAL a o'outureaornena - w 0 1 I Pod 2 i F 1101) I Pod 4 NOTE: 1) LAND PLAN IS CONCEPTUAL IN NATURE & SUBJECT TO CHANGE. 2) OFFSITE SANITARY SEWER SIZES AND LOCATIONS ARE IN GENERAL COMPLIANCE WITH THE CITY OF ANNA'S WASTEWATER MASTER PLAN, 3) CITY OF ANNA SHALL CONSTRUCT 54" IN THE EAST FORK OF THE TRINITY RIVER. DEVELOPER AND CITY SHALL WORK TOGETHER TO ENSURE 54" iS AVAILABLE AT TIME OF WEST SIDE DEVELOPMENT. EXHIBIT G OAK RIDGE MAJOR SEWER Oak Ridge Collin County, Texas NM*Horn Page 89 of 131 O.......... 0, J COMMERCIAL 10" I=ORf,E MAIfJ Pod r L,P 6 O1 Ss NOTE: 1) ON -SITE SEWER LINE SIZES SHALL BE 8" UNLESS LISTED OTHERWISE. 2) LAND PLAN IS CONCEPTUAL IN NATURE SUBJECT TO CHANGE. 2) OFFSITE SANITARY SEWER SIZES AND LOCATIONS ARE IN GENERAL COMPLIANCE WITH THE CITY OF ANNA'S WASTEWATER MASTER PLAN. EXHIBIT H OAK RIDGE ONSITE SEWER Oak Ridge Collin County, Texas Kimley »Horn April2025Page 90 of 131 t00YR RMA ROWPLAIN 1 rr—r 1MA PEMA ROOOPWN i two FLOODPI-AIN / POST-OEYfl.OPMENT ROOOPWN / RECIPAIATOV FLOODPUIN 11 RECLAMAPON 1 1 100YR ROODPLAIN 1PoST-OEYELOPMEN! 1 RECLAMATION 10— FLOOOPLAIN P05T-DEVELOPMENT NOTE: 1) LAND PLAN IS CONCEPTUAL IN NATURE & SUBJECT TO CHANGE. 2) FM 455 ALIGNMENT IS CURRENTLY BEING ANALYZED BY TXDOT AND MAY BE MODIFIED IN THE FUTURE. 3) IMPROVEMENTS TO FM 455 SHALL BE CONSTRUCTED BY TXDOT. V_ Pod 5 1 COMMERCIAL t Po'vl I at 1 t 1 t 11 1 f I f t ^_ POD f / 1— FEMA ROOOPLAIN 1 1 1 1DaYQ FEMA ROWPW EXHIBIT I ONSITE/OFFSITE ROADWAY & DRAINAGE Oak Ridge Collin County, Texas Kimlev)))Horn rN„ ni 2o2sPage 91 of 131 Exhibit E Authorized Improvements and Budgeted Costs Page 92 of 131 H 0 U 0 W I— W M m W C J LO O N M O 0 N AW: M M Ln CV Il O N 0 0 J I— O o N O` f — r- I— Ln 0 0 0 0 0 0 0 0 N co N 10 N 0 a Q Ooo O c— r- N O` co It M d I-- d O 00 00 d Ln N 0 a M Q CD CO N 00 r— M O T— O N 0 Ln O O 0 Ln CD Zt I- O N a N NLn Ln M o cV Ln Cn Ln r- 0 O O 0 a 0 d' M 110 O cn O O O N r-- co LO N 0 a cv O c— c— x co CN x N x 00 co c— x M x LL Z Q N cn U Q O O O O O N f ct Ln o I-- Qo z LL LL LL LL LL p p LL LL V- N 0 cB d Page 93 of 131 Q) a7 UC O C a) @ F- O U z O Q Q Z Z V Q O O U W Lnw Q N m O ly N = a aLL0 ~OOZ z JOQz O Z z W a a TC) i C) r UC w-, L C0 U C7 E E OU a E L C@ CO E 0 C @U c L0a) 0 a) 0) cnm 0 7 On C@ U g" a. 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Page 108 of 131 z 0 LLJ o LLJ I#/g E; 2 g a Ix k O i!a 3a 4\ E k ZE B j 0. r\ o K2/ ol J Page 109 of 131 Q 0 a a OO a a po Oa iti Ci Ci O O 2 Z 2 d O z FU Q Li HVIzO U W m W VI N ryQLL _ Z o W 2 m Y E U a ¢ w a 0 Q zo_ a z a — 0 w m Q z EL JW a p U3 U' m m tiOm SmO S Ct U ti U o ro 2 W U m All O_ O O O O O P P H J Q O titi J U 0w000000 ti O hOO o 0 0 0 0 4 ti2 O S S O O S o P N Oti O O OOn ti2 J U NOO o o J O N M O titi2 j G 0 ti o S O O N O OOO n titizQ U in ti 0 P 0 0 S oS o S o O 0 0Oo 4 S S 2 d S S S S S 8 S S O U S o S S 4 uS ti j ti ajQVw O O O O O V a a a a a w w w w w a a a a a O OO O O m QU Z O O O O O Oa z F F F- H F- U X z zO ZO zO ZO zO Q U lil 2 2 7 7 O Z W~ O O Z O O O O O w O Q O U K W21 2 21 2 H H S S e O pO Q O ti 2 j G n0o0oa S w O h 0 o So oS ti o 0 2 J d N ti O O O O O O O 2 G O O ti oo d m O w O0n titi2 j d O QO4 ti o Q b O O pP on 2 j d S o g U og Q8 o S j ti x OZ D wcu Z z m J z= a F> T Z0 3 a 3 W Uxw? Ow Wz 0 R' Y P2 V 7 U Z z VI 0 U 0 V a J 3 W a 0 0 m a w w zz a O F- N a Page 110 of 131 H a O a Oo a a po a j h O u Ci tif a vQ O Z ZO Z 2 Z U Q I LL O rV) } 2 F O U W m W F- NO m 0 Z N p LLl 2 d Y Lu U a0 W QLLp0 2 w o a z ILO LLI Q a JwC o 7 d 3 n U Co 0 m o m a U V v E a U Q W Q2 W U m a U o m N ti ti Z j O 0I o0 ti O h Oo 0 0 0 4 2 J d O h m O R Oa 2 O 8 ti a M o aOaF. 2 J d QQ ti o m O p N Oa ti 2 d 0 0 ti o c O Y Q a titi2 0 0 0 0 0 R ti J j O O O O aaO o w w z z 0 0 r r M Q NJ w w J 3 w w w w Uz Uz Uz Uz z ZZ ti O O O O W a ci o 3 3 3 3 ck 0 O O ti Z j d 0 O NOO o 0 a ti2 J d O Oti N Q a z d IQ f O M M ry o O OOa ti2 J d 0 h OtiN Oa ti 2 j d mo O N ti2 J d S o W o ati ti jw O O z z z z0 U w 0 aY O U wwaU waU J a p J W 0 a W z o ZO O U Z U 2 a 0 0 ZO Oti wU O in 0 4 z w E w U O W N O I f 0 0 0 0 0 0 0 0 0 m Pm O NN O d 0000o000 O O4 ti2 J d PO O pO O o o 0 0 m YO O o: Q O4 tiz d 0000 Q o 0 0 N Y O N M O O O 4 ti j b 0 0 o o cs o T d L6 4 n m O ri N Oa tiz a d moo O0 O0 0 N n O N C) 04 titi2 b U O oo o a 0 o o o» 0 0 a 4ti m Od Oo 3 3 z O Z U 2 a Ww Z U V! a z 5 a w n U w z z wU z z z LL o o a w 5 Z zo vi w 2 s w a z a r w w w ain z O O J t w O O w¢ O FU z 3 OraO coa Page 111 of 131 r O O a O a Oa O a 0Oa O 0 w ti Z o z 2 O Z U Q LL o rN } zO U W m ~ N o m W 2 WO7 O < o z O a z g a — O WF" LY a Z a JW p a 3 m U imO ismO imO S U U vti pg, E O i U o m N W 2 w U m b 4 U 1 S ti O N ti 0 ti titi2 j b 0o I0 Q O OO4 o 0 0 2 j b S 8 8 Q m O O 4 4> ti Q O 8 Q Q ti2 J b O o OR z d 0000 N Q N o4 ti2 d S oo 80 0Wu Q ti j O O w 30 w a 3 w wU w w y(nj O Z w 7 G a m D 7 U_ OJ N uwi w w z ZQ R ZO W R a U W w o So 0 0 25 a a Oti Y w ti O titi2 b o Q O h Oo o o o 4 j b S 8 S S 8 N Qti o O O 4 ti2 J b aSSS 4 ti o 0 ti2 O e m N O 4 z 0 8SS ti o4 ti2 b 8 8 8. 8 R ti 2J ti j F F- 0 w a w a a Kw O O zx w N v7 W Q V Owz Owz z wc7 w z w w Im O O J N O Page 112 of 131 00 K 0 k u o ww m cQ Z LLJ bA/§ k ( w E L t\ O o:= 21181.882 2 mz j w y_ CL 2Flk0 o j\\\\\\\ Page 113 of 131 Exhibit F Major Sewer improvements Page 114 of 131 0 06 ,=_.. 1 I I o i r-- I Pod 1 --- ` ------- ; Pod 5 ti Commercial COMi.IERCIAL a1D I O I olo _ IIorenaw I I l /, Pod 2 1 I 1 JI r t , 1 1 Pod 4 I LEGEND a 1 I1 RJKJ POD BOUNDARY 1 PROPERTY BOUNDARY POD 1 ZONE IS -SEWER LINE BENE FITS PROJECT EAST OF TRINITY FALLS PARKWAY) POD 3 ZONE 21' SE'WER LINE BENEFITS PROJECT WEST OF TRINITY FALLS PARKWAY) POD 3 ZONE 24- SEWER LINE BENEFITS PROJECT WEST OF TRINITY FALLS PARK'JJAY) NOTE: 1) LAND PLAN IS CONCEPTUAL IN NATURE SUBJECT TO CHANGE. 2) POD LINES ARE CONCEPTUAL IN NATURE & USED TO DERIVE QUANTITIES FOR MASTER INFRASTRUCTURE ONLY. 3) ALL SEWER LINES SHOWN ON THIS EXHIBIT ARE IMPACT FEE ELIGIBLE EXHIBIT F OAK RIDGE MAJOR SEWER Oak Ridge Collin County, Texas KimleylMorn May 2025Page 115 of 131 Exhibit G Major Water Improvements Page 116 of 131 JSi FUTURE 12' I BY OTHERS) 1 1 1 11 1 I 11 Pod 1 I Pod 5 1 Commercial___ — I 1 1 ulure a1Dr rang i I FUTURE 12" — BY OTHERS) r Pod 3 I I 11 t 1 s LEGEND POD BOUNDARY PROPERTY BOUNDARY POD I MAJOR 12' WATER LINE POD I MAJOR 1V WATER LINE P002 MAJOR 12' WATER LINE POD 3 MAJOR 12' WATER LINE POD 4 MAIOR Ii WATER LINE NOTE: 1) WATER LINE SIZES WERE DERIVED FROM CITY OF ANNA'S MASTER WATER PLAN. 2) LAND PLAN IS CONCEPTUAL IN NATURE SUBJECT TO CHANGE, 3) POD LINES ARE CONCEPTUAL IN NATURE & USED TO DERIVE QUANTITIES FOR MASTER INFRASTRUCTURE ONLY 4) ALL WATER LINES SHOWN ON THIS EXHIBIT ARE IMPACT FEE ELIGIBLE.. i : 55 1 1 r tic I s, Pod 2 ; 1 1 I 1 1 I 1 1 Pod 4 I 1 1 EXHIBIT G OAK RIDGE MAJOR WATER Oak Ridge Collin County, Texas KimleoMorn Page 117 of 131 Exhibit H Major Roadway Improvements Page 118 of 131 J I 0 O o T V ti C r F O y fU1 N y N CC O1 z a j L.J T it r Page 119 of 131 Exhibit I Conceptual Amenity Depictions Page 120 of 131 Mw L I V) z 0 u 2- LLJ C) LLJ LU u z 0 CD x LL) Page 121 of 131 Exhibit J Trail and Open Space Improvements Page 122 of 131 a w a c T C a+ mQj 3 Q a R O T C 41 O E a v v rn u 1 v v`a J Page 123 of 131 Exhibit K Form of Written Request to Levy Assessments The undersigned is an agent for OPP-Oak Ridge, LP ("Developer") and, pursuant to the Oak Ridge Development Agreement between the Developer and the City of Anna, Texas (the City"), dated as of , 2025 (the "Agreement"), Developer hereby requests that the City levy Assessments upon property located in Phase #_ (the "Phase") to pay the PID Projects Cost and, if and when the Developer requests PID Bonds to be issued to pay (i) the costs of issuance of the associated series of PID Bonds (including funding any applicable reserves), (ii) the costs of capitalized interest attributable to said series of PID Bonds, if any, and (iii) any applicable PID formation costs. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Agreement. In connection with the above request, Developer acknowledges, agrees, represents and warrants to the City as follows: 1) The PID Projects to be financed have been or will be constructed according to the approved Development Standards imposed by the Agreement, including without limitation any applicable City Regulations. 2) The Developer is current on all taxes, assessments, fees and obligations to the City including without limitation payment of Assessments. 3) Developer is not in material default under the Agreement. 4) Attached hereto as Attachment I is an engineer's opinion of probable cost reflecting the improvements to be financed through the Assessments. 5) To the extent the Developer requests that the City issue PID Bonds, the Developer will not support the levy of Assessments or request the issuance of PID Bonds which do not meet the following standards set forth in Section 6.1 of the Development Agreement, and supporting material in connection with item (a), below, is set forth in the financial analysis attached hereto as Attachment I: a) The overlapping tax rate on the Phase when taking into account the proposed Assessments and the current ad valorem tax rates for all taxing entities within the PID does not exceed the Maximum Total Overlapping Tax Rate. b) The appraised value of the portion of the PID in the applicable Phase to the par amount of PID Bonds issued with respect to such Phase shall be confirmed by an Independent Appraisal unless such requirement is waived by the City its sole discretion. c) If the applicable portion of PID Projects has not already been constructed and to the extent PID Bond Proceeds are insufficient to fund such Public Improvement Project Cost, the City may require the Developer to, at time of closing the PID Bonds, provide Page 124 of 131 evidence of (a) available funds to the Developer or any corporate parent of the Developer and made available to the Developer, (b) evidence of financial security from a Lender (as defined herein) of loan funds available under a loan, letter of credit or other credit facility extended to the Developer or any corporate parent of the Developer and made available to the Developer by a Lender for the purpose of development of the PID Projects, equal to or greater than the difference between the PID Projects Cost and the PID Bond Proceeds available to fund such PID Projects Cost or (c) a completion agreement from any party serving as a Developer that is a publicly traded or publicly listed company or homebuilder; or any combination of (a), (b) or (c) in the discretion of the Developer. If so required by the City, and the Developer provides evidence of available funds or fiscal security as described in the preceding sentence in connection with a series of PID Bonds, the Developer shall not be required to provide any up -front cash deposit to fund the applicable PID Projects not otherwise funded through the applicable series of PID Bonds. 6) The Developer understands and agrees that, if PID Bonds are being issued, it must enter into a continuing disclosure agreement in the form required by the Underwriter or by the purchasers of the PID Bonds, and Developer represents and warrants that Developer is currently in compliance with all past continuing disclosure obligations. OPP-OAK RIDGE, LP, a Texas limited partnership By: Name: Title: Page 125 of 131 Exhibit L PID Financial Summary Page 126 of 131 u L y Z Q E 4J O Z CL W o E a M d ' O a 0 Q 0 O 4 O 00 a O O O O O O O O O O O O O O Ln Ln O Ln m m 00 N O m LD N 00 01 N 00 O N r- M LD m 00 rl 06 N rl w w m ct r, w c-i t N i M. O O O O O O O O O O O O 0 w r Ln O r N cf N 00 d' LD i v Ln Ln w m iD w m F Ln Ln N m LD an d N m 00 I t m J: O O O O O O O O O O O O Ln O Ln Ln O Ln CY Ln cf m LD fV m t Ln Ln Lo r J: O O O O O O 0 0 0 0 0 0 m N 61 m O c-i 7 O CD Oi N cr Lfl m O m b 1© m N m m Ln N 00 r- m I-i w rl m r, lzzr N 00 N N O O O O O f LL I:T Ln LD n 00 L'I L.L. LL LL LL LL VI Ln Ln VI VI Q O z v00 Cm tU O41 U N 7V) d' NO N O N Ln C O v Q O N O 0 v s T N73 O a O CN C O C mm Page 127 of 131 City of Anna, Texas For illustration purposes only Oak Ridge Public Improvement District PROJECT DEBT CAPACITYSUMMARY PID BONDS SOURCES OF FUNDS Estimated Par Amount of Bonds 188,191,000 Total Sources of Funds 188,191,000 USES OF FUNDS Project Fund (Bond Proceeds PID Projects) 156,671,972 Capitalized Interest Fund(1) Debt Service Reserve Fund(2) 14,620,998 Financing Costs & Admin Fees(3) 16,898,030 Total Uses of Funds 188,191,000 Expected Value -to -Lien per Parcel at Bond Issuance(4) 1.22x Assumed Bond Interest Rate(s) 6.35% Average Annual Installment as Tax Rate Equivalent 1.3506 Less: TIRZ Adjustment as Tax Rate Equivalent(") 0.2536) Net Average Annual Installment as Tax Rate Equivalent 1.0970 Term of Bonds 30 years City TIRZ Participation Rate as % of Tax Rate 50% Number of Benefited Units 2,112 PID Assessment per Benefited Unit 89,106 Project Funds per Benefited Unit 74,182 City PID Fee per SF Unit 3,400) Net Project Funds per Benefited Unit 70,782 Notes: 1) Assumes no use of capitalized interest, subject to change. Use of Cap -I reduces project funds generated through bond proceeds. 2) Assumes to be the max annual debt service payment. 3) For illustration and discussion purposes only; subject to change. 4) Assumes no appraisal discounts for illustration purposes only; subject to change. 5) For illustration purposes only; subject to change at any time. 6) Including TIRZ admin expense. Hilltop Securities Inc. Page 2 of 5 5/21/2025 Page 128 of 131 2 0 O wm O-4 1l m 01 C E v o Lri m m o o I, m 1) x O m I- 00 VLDOMO LnM mr" 01O N00' wN O01 J f\ O M c-1 0) 01 qr I-i N of 00 N V) VY V1 J). V? V7• V} N LD In N w 01 ct O O M O N Ln to O m Ln 00 cY n LD rl C c E 1 Lri o v ni cri r cv» ni o O O m >. O S 00 m 00mOlLnN Lnrl 4Q1 toO rlD cnm VN WJo m 00 m c0 N c-1 O r! 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O III N N N N N N N N N mm O m N m In C v Ln O Page 130 of 131 Q cu a )\:2ka& Co Fa®~ 2 E dik%. rJ7)§/ G» Co\ ecl 7}W rq 2 m kR.0 t U 7]\ 9[273go L9 0} e},m E f720, rn / D CL IU 2 or k\® t 777/\[ a » L\EN 4 CL- 7)£/ta AA a® w Ca w e E mook[2]«@ G@-< 0D0Lo CL-/ 7 k}\ j\ ca tw0)\ ca 2ƒ Page 131 of 131 Item No. 6.b. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Terri Doby AGENDA ITEM: Consider/Discuss/Action on the adoption of an Ordinance Authorizing the Issuance and Sale of up to $85,500,000 City of Anna, Texas Combination Tax and Revenue Certificates of Obligation, Series 2025 to fund New Police Station and Wastewater Treatment Plant Expansion Project; Levying an Annual Ad Valorem Tax and Providing for the Security for and Payment of said Certificates of Obligation; Approving an Official Statement; and Enacting other Provisions relating to the Subject. (Budget Manager Terri Doby) SUMMARY: The City Council will approve an ordinance authorizing the issuance and sale of approximately $8.5 million in Certificates of Obligation. Combinations Tax & Revenue Certificates of Obligation, Series 2025 Project Amount Repayment Source Public Safety Facility $30,000,000 Debt Service Tax (I&S Tax) Wastewater Treatment Plant $54,000,000 Water & Sewer Net Revenues Total Projects Funded $84,000,000 FINANCIAL IMPACT: The issuance of tax-supported debt has an impact on the property tax rate as a city must set the Interest and Sinking (I&S) portion to meet the City’s annual bonded debt payments. Additionally, expanding City facilities will have an impact on future operating budgets. The repayment of the utility portion of these Certificates of Obligation has been included in the utility rate model and will have an impact on sewer rates over time. The ultimate increase to rates will be determined by future growth as well as the payments by wholesale users, and the use of impact fees to minimize rate increases to Anna neighbors. BACKGROUND: Anna continues to see our needs for City facilities expand as we continue to grow. One means of financing large capital projects is through the use of municipal debt. One common form of borrowing is Certificates of Obligation (COs). In the City of Anna, debt is used to fund roads, facilities, parks, equipment and water and sewer infrastructure. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome areas: Resilient and Safe. ATTACHMENTS: 1. CO Ordinance v1 2. Certificate of Internet Posting 3. Official Bid Form 4. Signature Identification Certificate 5. Paying Agent-Registrar Agreement 6. Federal Tax Certificate 7. Certificate Regarding Official Statement 8. Form of Certificate 9. Blanket Issuer Letter of Representations 1 CITY OF ANNA ORDINANCE NO. __________-2025-07 ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF UP TO $85,500,000 CITY OF ANNA, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2025 TO FUND NEW POLICE STATION AND WASTEWATER TREATMENT PLANT EXPANSION PROJECT; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES OF OBLIGATION; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT. THE STATE OF TEXAS § COUNTY OF COLLIN § CITY OF ANNA § WHEREAS, the City Council of the City of Anna, Texas, deems it advisable to issue Certificates of Obligation in the amount and for the purposes hereinafter set forth; WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Texas Local Government Code and Chapter 1502, Texas Government Code; WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the City Clerk to give notice of intention to issue Certificates of Obligation, and said notice has been both (i) duly posted in a prominent location on the Issuer’s website, and (ii) duly published in a newspaper of general circulation in said city, said newspaper being a “newspaper” as defined in Section 2051.044, Texas Government Code; WHEREAS, the City received no petition from the qualified electors of the City protesting the issuance of such Certificates of Obligation; WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any of the projects being financed with the proceeds of the Certificates of Obligation was submitted to the voters of the City during the preceding three years and failed to be approved; and WHEREAS, it is considered to be to the best interest of the City that said interest-bearing Certificates of Obligation be issued; and WHEREAS, It is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code; Now, Therefore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS: 2 Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The certificates of the City of Anna, Texas (the “Issuer”) are hereby authorized to be issued and delivered in the aggregate principal amount of [$__________] for paying all or a portion of the Issuer’s contractual obligations incurred in connection with (i) constructing, acquiring and equipping a new police station; (ii) acquiring, constructing, installing, and equipping additions, improvements, extensions, and equipment for the City’s sewer system, including the Hurricane Creek Regional Wastewater Treatment Plant and related infrastructure improvements, and the acquisition of land and interests in land as necessary therefor; and (iii) legal, fiscal and engineering fees in connection with such projects (collectively, the “Project”). Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES AND INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be designated: “CITY OF ANNA, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2025,” and initially there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest coupons, dated July 1, 2025, in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with certificates issued in replacement thereof being in the denominations and principal amounts hereinafter stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners thereof (with the initial certificate being made payable to the Initial Purchaser as described in Section 9 hereof), or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the “Registered Owner”), and said certificates shall mature and be payable serially on February 15 in each of the years and in the principal amounts, respectively, and shall bear interest from the dates set forth in the FORM OF CERTIFICATE set forth in Section 4 of this Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the following schedule: Years Principal Amounts Interest Rates Years Principal Amounts Interest Rates 2027 % 2039 % 2028 2040 2029 2041 2030 2042 2031 2043 2032 2044 2033 2045 2034 2046 2035 2047 2036 2048 2037 2049 2038 2050 The term “Certificates” as used in this Ordinance shall mean and include collectively the certificates initially issued and delivered pursuant to this Ordinance and all substitute certificates 3 exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term “Certificate” shall mean any of the Certificates. Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) Appointment of Paying Agent/Registrar. The Issuer hereby appoints Regions Bank, Houston, Texas, to serve as paying agent and registrar for the Certificates (the “Paying Agent/Registrar”). The Mayor and Mayor Pro Tem, the City Manager, Finance Director, City Secretary and all other officers, employees and agents of the Issuer, and each of them, are authorized and directed to execute and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in substantially the form presented at this meeting. (b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at the corporate trust office of the Paying Agent/Registrar books or records for the registration of the transfer, conversion and exchange of the Certificates (the “Registration Books”), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar’s standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. (c) Authentication. Except as provided in subsection (i) of this section, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, 4 and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each registered owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the purpose of registering transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to payment of principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a certificated Certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. (f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (g) Substitute Paying Agent/Registrar. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, 5 trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. (h) Book-Entry Only System. The Certificates issued in exchange for the Certificates initially issued to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully registered Certificate for each of the maturities thereof and the ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York (“DTC”), and except as provided in subsections (i) and (j) of this Section, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. (i) Blanket Letter of Representations. The previous execution and delivery of the Blanket Issuer Letter of Representations of the Issuer to DTC with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Certificates. Notwithstanding anything to the contrary contained herein, while the Certificates are subject to DTC’s Book-Entry Only System and to the extent permitted by law, the Blanket Issuer Letter of Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of this Ordinance in the event of conflict. (j) Certificates Registered in the Name of Cede & Co. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created (“DTC Participant”) to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of Certificates, as shown on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of Certificates, as shown in the Registration Books of any amount with respect to principal of or interest on the Certificates. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record date, the words “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. (k) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer 6 shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. (l) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC. (m) General Characteristics of the Certificates. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/registrar’s Authentication Certificate, in the FORM OF CERTIFICATE set forth in this Ordinance. (n) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the entire principal amount of the Certificates, payable in stated installments to the order of the Initial Purchaser or its designee, executed by manual or facsimile signature of the Mayor (or in the Mayor’s absence, Mayor Pro-Tem or Deputy Mayor Pro-Tem) and City Secretary of the Issuer, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to the Initial Purchaser or its designee. Upon payment for the initial Certificate, the Paying Agent/Registrar shall insert the Issuance Date on Certificate No. T-1, shall cancel the initial Certificate and deliver to The Depository Trust Company (“DTC”) on behalf of the Initial Purchaser one registered definitive Certificate for each year of maturity of the Certificates, in the aggregate principal amount of all of the Certificates for such maturity, registered in the name of Cede & Co., as nominee of DTC. To the extent that the Paying Agent/Registrar is eligible to participate in DTC’s FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC. 7 Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying Agent/Registrar’s Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. (a) Form of Certificate. O. - UNITED STATES OF AMERICA STATE OF TEXAS PRINCIPAL AMOUNT $ CITY OF ANNA, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 2025 Interest Rate Delivery Date Maturity Date CUSIP No. _____% July 31, 2025 February 15, ____ 035699 ___ REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the City of Anna, in Collin County, Texas (the “Issuer”), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the “Registered Owner”), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the Delivery Date specified above at the Interest Rate per annum specified above. Interest is payable on February 15, 2026 and semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of Regions Bank, Houston, Texas, which is the “Paying Agent/Registrar” for this Certificate. The payment of interest on this Certificate shall be made by the Paying 8 Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the “Certificate Ordinance”) to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared at the close of business on the last business day of the month preceding each such date (the “Record Date”) on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the “Interest and Sinking Fund” created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a series of Certificates dated July 1, 2025, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of [$__________] for paying all or a portion of the Issuer’s contractual obligations incurred in connection with (i) constructing, acquiring and equipping a new police station; (ii) acquiring, constructing, installing, and equipping additions, improvements, extensions, and equipment for the City’s sewer system, including the Hurricane Creek Regional Wastewater Treatment Plant and related infrastructure improvements, and the acquisition of land and interests in land as necessary therefor; and (iii) legal, fiscal and engineering fees in connection with such projects (collectively, the “Project”). 9 ON FEBRUARY 15, 20__, or any date thereafter, the Certificates of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part and, if in part, the particular Certificates, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. THE CERTIFICATES scheduled to mature on February 15 in the years 20__, 20__ and 20__ (the “Term Certificates”) are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates and in the respective principal amounts, set forth in the following schedule: Term Certificate Maturity: February 15, 20__ Term Certificate Maturity: February 15, 20__ Mandatory Redemption Date Principal Amount($) Mandatory Redemption Date Principal Amount($) Februar 15 20 Februar 15 20 Februar 15 20 Februar 15 20 Februar 15, 20 (1) Februar 15, 20 (1) Term Certificate Maturity: February 15, 20__ Term Certificate Maturity: February 15, 20__ Mandatory Redemption Date Principal Amount($) Mandatory Redemption Date Principal Amount($) Februar 15 20 Februar 15 20 Februar 15 20 Februar 15 20 Februar 15 20 (1) Februar 15 20 (1) (1) Stated maturity. The principal amount of Term Certificates of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of the same maturity which, at least 45 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. 10 AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the registered owner of each Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the registered owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Certificates or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Certificate Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Certificates called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so deposited on or prior to the redemption date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received and shall rescind the redemption. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments 11 of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the registered owner. The Paying Agent/Registrar’s reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from a pledge of the surplus net revenues of the Issuer’s waterworks and sewer system remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer’s revenue obligations (now or hereafter outstanding) that are payable from all or any part of the net revenues of the Issuer’s waterworks and sewer system, all as provided in the Certificate Ordinance. THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the registered owners of a majority in aggregate principal amount of the outstanding Certificates. BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate. 12 (signature) (signature) City Secretary Mayor (SEAL) (b) Form of Paying Agent/Registrar’s Authentication Certificate. PAYING AGENT/REGISTRAR’S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: _________________________. Regions Bank, Houston, Texas Paying Agent/Registrar By: Authorized Representative (c) Form of Assignment. ASSIGNMENT (Please print or type clearly) For value received, the undersigned hereby sells, assigns and transfers unto ______________________________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee ______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee.) ______________________________________________________________________________ the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: . Signature Guaranteed: OTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating i OTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this 13 a securities transfer association recognize signature guarantee program. Certificate in every particular, without alteration or enlargement or any change whatsoever. (d) Form of Registration Certificate of the Comptroller of Public Accounts. COMPTROLLER’S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this . Comptroller of Public Accounts of the State of Texas (COMPTROLLER’S SEAL) (e) Initial Certificate Insertions. (i) The initial Certificate shall be in the form set forth is paragraph (a) of this Section, except that: A. immediately under the name of the Certificate, the headings “Interest Rate” and “Maturity Date” shall both be completed with the words “As shown below” and “CUSIP No. _____” shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: “THE CITY OF ANNA, TEXAS, in Collin County, Texas (the “Issuer”), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the “Registered Owner”), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amounts Interest Rates (Information from Section 2 to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the Delivery Date specified above at the respective Interest Rate per annum specified above. Interest is payable on February 15, 2026, and semiannually on each August 15 and February 15 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after 14 any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full.” C. The Initial Certificate shall be numbered “T-1.” Section 5. TAX LEVY; INTEREST AND SINKING FUND; SURPLUS REVENUES. (a) A special “Interest and Sinking Fund” is hereby created and shall be established and maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on and principal of said Certificates. Any amounts received from the sale of the Certificates as accrued interest shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the interest on said Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less than 2% of the original amount of said Certificates as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. (b) The Certificates are additionally secured by and payable from surplus revenues of the Issuer’s waterworks and sewer system (the “System”) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer’s revenue bonds or other obligations (now or hereafter outstanding) that are secured by a lien on all or any part of the net revenues of the System, such revenues constituting “Surplus Revenues.” The Issuer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to subsection (a) of this section, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of subsection (a) of this section, if Surplus Revenues or other lawfully available funds are actually on deposit, or Surplus Revenues are budgeted for deposit as hereinafter provided, in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to subsection (a) of this section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit, or Surplus Revenues budgeted for deposit as hereinafter provided, in the Interest and Sinking Fund. However, if the Surplus Revenues are budgeted for deposit into the Interest and Sinking Fund, the Issuer: 15 (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Certificates to be paid from Surplus Revenues until the amount on deposit in the Interest and Sinking Fund, together with the amount of ad valorem taxes levied for the Interest and Sinking Fund, equals the amount required for annual debt service on the Certificates; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Certificates; and (iii) shall at all times maintain and collect sufficient System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the System, produce net revenues in an amount not less than the debt service requirements of all outstanding System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the System, for which the Issuer is budgeting the repayment of such obligations from the revenues of the System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except System rates and charges, sufficient for the repayment of System debt service requirements. (c) Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Certificates are outstanding and unpaid, the result of such amendment being that the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section, is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the registered owners of the Certificates a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a “Defeased Certificate”) within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the “Future Escrow Agreement”) for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements 16 have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged or the pledge of Surplus Revenues as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities, and thereafter the Issuer will have no further responsibility with respect to amounts available to such paying agent (or other financial institution permitted by applicable law) for the payment of such Defeased Certificates, including any insufficiency therein caused by the failure of such paying agent (or other financial institution permitted by applicable law) to receive payment when due on the Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 6(a)(i) or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term “Defeasance Securities” means any securities and obligations now or hereafter authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as the Certificates. (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. 17 Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered owner applying for a replacement certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Certificate, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Section 1206.022, Texas Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement certificate without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in conversion and exchange for other Certificates. 18 Section 8. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), the interest on which is not includable in the “gross income” of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any “private business use,” as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the “private business use” described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a “private business use” that is “related” and not “disproportionate,” within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in the Certificates being treated as “private activity bonds” within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Certificates being “federally guaranteed” within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Certificates, other than investment property acquired with B (A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less, or, in the case of refunding bonds, for a period of 90 days or less, until such proceeds are needed for the purpose for which the Certificates or refunding bonds are issued, 19 (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury (the “Treasury Regulations”), and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Certificates to pay debt service on another issue more than 90 days after the date of issue of the Certificates in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the “Excess Earnings,” within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and (10) to assure that the proceeds of the Certificates will be used solely for new money projects. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a “Rebate Fund” is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the holders of the Certificates. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term “proceeds” includes “disposition proceeds” as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the City Manager (including any interim 20 City Manager) and Finance Director of the City to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. (d) Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the Projects described in Section 1 of this Ordinance on its books and records in accordance with the requirements of the Internal Revenue Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Projects are completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Internal Revenue Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The Issuer agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax-exempt status of the Certificates. For purpose of the foregoing, the Issuer may rely on an opinion of nationally-recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. Section 9. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Certificates are hereby sold and shall be delivered to __________________________ (the “Initial Purchaser”) for cash at a purchase price of $__________ (representing the par value of the Certificates, plus a cash premium of $__________), pursuant to the terms and provisions of an Official Notice of Sale and Bidding Instructions, Official Bid Form, and Preliminary Official Statement in substantially the form presented at this meeting, which the Mayor is hereby authorized to execute and deliver. The Initial Certificate shall be delivered to the Initial Purchaser, and the Initial Purchaser shall have the right to exchange the Initial Certificate as provided in Section 3 hereof without cost. The Initial Certificate shall be registered in the name of the Initial Purchaser or the Initial Purchaser’s nominee. It is officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. 21 (b) It is hereby officially found, determined and declared that the Certificates have been sold in a public sale to the Initial Purchaser, after receiving sealed bids pursuant to an Official Notice of Sale Bidding Instructions and Official Bid Form. Before being awarded the winning bid, the Initial Purchaser certified to the Issuer in the Official Bid Form that either it filed the disclosure form required under Section 2252.908, Texas Government Code, or that it is exempt from the disclosure form filing requirements of the Texas Ethics Commission pursuant to Section 2252.908(c)(4), Texas Government Code. The sale of the Certificates to the Initial Purchaser was on terms that are most advantageous to the Issuer reasonably obtained and, upon the advice of the Issuer’s financial advisor, is in the best interests of the Issuer. (c) The City Council hereby approves the form and content of the Official Statement relating to the Certificates and any addenda, supplement or amendment thereto (the “Official Statement”), and approves the distribution of such Official Statement in the reoffering of the Certificates by the Initial Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement prior to the date hereof is hereby ratified and confirmed. The City Council also hereby approves the form and content of both the Official Notice of Sale and Bidding Instructions and the Official Bid Form, and hereby ratifies and confirms the use of the Official Notice of Sale and Bidding Instructions and Official Bid Form for the solicitation of bids on the Certificates prior to the date hereof. (d) The Mayor and Mayor Pro Tem, Deputy Mayor Pro-Tem, City Manager, Finance Director, and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such documents, certificates and instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Certificates, the sale of the Certificates and the Official Statement. In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. (e) In addition, prior to the initial delivery of the Certificates, the Issuer’s City Manager (including any interim City Manager), Finance Director, and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, if any, or the provider of a municipal bond insurance policy, if any, or (iii) obtain the approval of the Certificates by the Texas Attorney General’s office. 22 Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL’S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller’s Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the Issuer’s Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. (b) The obligation of the Initial Purchaser to accept delivery of the Certificates is subject to the Initial Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Certificates to the Initial Purchaser. The engagement of such firm as bond counsel to the Issuer in connection with issuance, sale and delivery of the Certificates is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be used along with other certificate proceeds for the Projects; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on certificate proceeds that are required to be rebated to the United States of America pursuant to Section 8 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 12. CONSTRUCTION FUND; SECURITY FOR DEPOSITS. (a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a separate fund to be entitled the “Series 2025 CO Construction Fund” (the “Construction Fund”) for use by the Issuer for payment of all lawful costs associated with the acquisition and construction of the Project as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said Fund shall be transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance. 23 (b) The Issuer may place proceeds of the Certificates (including investment earnings thereon) and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. (c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. COMPLIANCE WITH RULE 15c2-12. (a) Annual Reports. The Issuer shall provide annually to the MSRB, in the electronic format prescribed by the MSRB, within twelve months after the end of each fiscal year, financial information and operating data with respect to the Issuer of the general type included in the Official Statement under Tables 1 through 5 and 7 through 14 and in APPENDIX B, which is the Issuer’s audited financial statement. The Issuer will update and provide the information in the numbered tables within six months after the end of each fiscal year ending in and after 2025. The Issuer will additionally provide audited financial statements within 12 months after the end of each fiscal year ending in or after 2025. Any financial information so to be provided shall be (1) prepared in accordance with the accounting principles described in the financial statements of the Issuer appended to the Official Statement, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not completed within such period, then the Issuer shall provide unaudited financial information of the type described in the numbered tables above within such period, and audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report on such statements become available. If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any documents available to the public on the MSRB’s internet website or filed with the SEC. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. (b) Event Notices. The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Certificates: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701– TEB) or other material notices or determinations with respect to the tax-exempt 24 status of the Certificates, or other material events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of certificateholders, if material; 8. Certificate calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of an obligated person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer); 13. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material; 15 Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and 16 Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (c) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an “obligated person” with respect to the Certificates within the meaning of the Rule, except that the Issuer in any event will give the notice required by Subsection (d) hereof of any Certificate calls and defeasance that cause the Issuer to no longer be such an “obligated person”. (ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial owners of the Certificates, and nothing in this Section, express or implied, 25 shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Certificates. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. 26 (e) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: (i) “MSRB” means the Municipal Securities Rulemaking Board or any successor to its functions under the Rule. (ii) “Rule” means SEC Rule 15c2 12, as amended from time to time. (iii) “SEC” means the United States Securities and Exchange Commission. (iv) “Financial Obligation” means a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer’s Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount a majority of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; 27 (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Certificates necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in the City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Certificates. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. (g) For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the registration of the ownership of such Certificates on the registration books kept by the Paying Agent/Registrar. Section 15. DEFAULT AND REMEDIES (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or 28 (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the registered owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the City or the City Council. Section 16. APPROPRIATION. To pay the debt service coming due on the Certificates, if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. Section 17. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. 29 Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. Section 19. REIMBURSEMENT. This Ordinance is intended to satisfy the official intent requirements set forth in Section 1.150-2 of the Treasury Regulations. Section 20. PREMIUM. The Certificates are being sold at a net aggregate premium equal to $__________, of which amount $__________ shall be used to pay costs of issuance and $__________ shall be deposited to the Construction Fund established pursuant to Section 12 hereof and used to pay the lawful costs of the Projects. Signature page to ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF UP TO $85,500,000 CITY OF ANNA, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2025 TO FUND NEW POLICE STATION AND WASTEWATER TREATMENT PLANT EXPANSION PROJECT; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES OF OBLIGATION; APPROVING AN OFFICIAL STATEMENT; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT SIGNED AND SEALED ON JULY 8, 2025 Carrie L. Land, Cit Secretar Pete Cain, Ma o (City Seal) Item No. 6.c. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Bernie Parker AGENDA ITEM: First reading of a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. (Director of Economic Development Bernie Parker) SUMMARY: Please see item 6.e FINANCIAL IMPACT: BACKGROUND: Please see item 6.e STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Active. ATTACHMENTS: Item No. 6.d. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Bernie Parker AGENDA ITEM: Second reading of a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. (Director of Economic Development Bernie Parker) SUMMARY: Please see item 6.e FINANCIAL IMPACT: BACKGROUND: Please see item 6.e STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Active. ATTACHMENTS: Item No. 6.e. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: Bernie Parker AGENDA ITEM: Consider/Discuss/Action on a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. (Director of Economic Development Bernie Parker) SUMMARY: Staff recommends approving a Resolution approving a project involving a Ground Lease Purchase Agreement and Performance Agreement between the Anna Community Development Corporation and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District. FINANCIAL IMPACT: BACKGROUND: In 2022, the City Council and CDC-EDC Board held a joint workshop and identified acquiring downtown properties as a top priority. To move this forward, the CDC selected several parcels, covering around 5 acres in the Downtown Area, for acquisition and development. To achieve this priority, staff recommends that the City Council approve a resolution to enter into a Ground Lease Purchase and Performance Agreement with GTP Food Group. The plan involves developing multiple restaurants and entertainment spaces on CDC-owned property in the downtown district. This agreement aligns with the CDC's mission to improve quality of life, boost sales tax revenue, create jobs, and contribute to a vibrant downtown atmosphere. Additionally, the Performance Agreement has outlined initiatives, conditions, and timely deliverables that must be met by GTP Food Group. The Community Development Corporation is expected to vote on this item Monday, July 7th at a Special Called Meeting. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Vibrant. ATTACHMENTS: 1. Council Resolution - GTP Ground Lease CITY OF ANNA, TEXAS on July 7, 2025, the Anna Community Development Corporation Board of Directors (the “Board”) held a duly noticed public meeting and found that a certain Ground Lease Purchase Agreement and Performance Agreement between the CDC and GTP Food Group, LLC for restaurants and entertainment on property in the Anna Downtown District (the “Project”) will promote new or expanded business development; and the City Council agrees with said finding of the Board, supports the Project, and desires to approve the Project without reservations; and the City Council of the City of Anna, Texas (the “City Council”) has given this resolution two separate readings in a duly noticed public meeting of the City Council; The recitals set forth above are incorporated herein for all purposes as if set forth in full. The City Council hereby approves and authorizes the Board and the Anna Community Development Corporation to undertake the Project in accordance with applicable law. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this 8th day of July 2025. APPROVED: _____________________________ Pete Cain, Mayor ATTEST: ________________________________ Carrie Land, Secretary Item No. 6.f. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: AGENDA ITEM: Consider/Discuss/Act on a Professional Services Agreement for Executive Recruiting Services. (Acting City Manager Marc Marchand) SUMMARY: Proposals received for executive recruiting services are attached for City Council review. FINANCIAL IMPACT: Proposals received range between $18,000 to $35,000. If directed to move forward, funding will be identified from the General Fund. BACKGROUND: On Tuesday, July 24, 2025, the City Council voted to amend the City Manager's Contract through October 24, 2025. An Acting City Manager was appointed on Monday, June 30. STRATEGIC CONNECTIONS: This item supports the City of Anna Strategic Plan, specifically advancing the strategic outcome area: Excellent. ATTACHMENTS: 1. City Manager, TX - City Manager - Clear Career Pro 2. City of Anna, TX - City Manager - Affion Public 3. Mackenzie Eason- Information- Anna 4. City Manager , TX - City Manager - Mackenie Eason 5. City of Anna, TX - City Manager - SGR 6. City of Anna, TX - City Manager - Mosaic Proposal to Provide Professional Executive Recruitment Services for the City of Anna, Texas City Manager Position 7/1/2025 Michael Boese, President 3000 Custer Rd #270191 Plano, TX. 75075 (214) 550-2850 Ext. 4 michael@clearcareerpro.com Clear Career Professionals established in 2022, is a Texas-based Limited Liability Corporation comprised of 20 professionals dedicated to leading executive recruitments in collaboration with local governments nationwide. The recruitment process is synergistically managed by our team, drawing upon their rich experience and insights. Whether it’s identifying top talent for leadership roles or managing large-scale recruitment initiatives, we customize our process to align with your specific goals. We understand that a one- size-fits-all approach doesn’t work, and our commitment is to deliver solutions that best fit your organization’s needs. Our team is composed of seasoned government professionals who understand the distinct challenges municipalities face. With decades of experience working within the public sector, we know what it takes to find candidates who are not only qualified but aligned with the mission and culture of your community. What truly sets us apart is our unwavering commitment to customer service. Our collaborative process, clear communication, and consistent follow-through ensure that we deliver successful outcomes while minimizing costs and saving your staff valuable time. PROFILE www.clearcareerpro.com 2 OUR NETWORK & APPROACH We specialize in direct recruitment, drawing on our extensive experience as former city managers and public sector leaders. We understand the importance of identifying and attracting the right candidates capable of effectively leading and supporting your organization. Our extensive network allows us to maintain direct connections with accomplished public managers and professionals, enabling us to engage with qualified candidates tailored to your specific requirements. Our recruitment process is meticulously targeted. We leverage our professional relationships and utilize trusted industry channels, including newsletters, publications, social media, and professional websites frequented by top candidates. This personalized approach ensures that we identify individuals who align with your organizational goals and culture. While we emphasize diversity through partnerships with professional organizations, our primary objective remains the recruitment of the most qualified candidates. Our streamlined, experience-driven process minimizes both time and cost, ensuring efficient delivery of high-quality results. 1.City of Kemah - City Manager Robin Collins, Mayor City of Kemah, Texas Phone: (281) 334-1611 Email: rcollins@kemahtx.gov 2. City of Murphy - City Manager Chelsie Montgomery, Human Resources Director City of Murphy, Texas Phone: (972) 468-4018 Email: cmontgomery@murphytx.org 3. City of Liberty - City Manager John Hebert, Mayor City of Liberty, Texas Phone: (936) 334-2528 Email: Mayor@cityofliberty.org 4. City of Hondo - City Manager John McAnelly, Mayor City of Hondo, Texas Phone: (830) 426-3378 Email: mayor@hondo-tx.org 5. City of Fair Oaks Ranch - Assistant City Manager Joanna Merrill, Director of Human Resources & Communications City of Fair Oaks Ranch, Texas Phone: (210) 698-0900 ext. 203 Email: jmerrill@fairoaksranchtx.org 3 REFERENCES The professionalism, effort, and coordination your company used to help our staff, Council, and me during this intense process was top-notch. Further, your work to secure Kent Myers as our Interim City Manager helped calm our staff and set them on a positive course. Kent understood how necessary that was for our City. He not only kept things afloat, he also made sure to complete some very large projects during his service. Additionally, he was instrumental in helping us complete the hiring process for our new Finance Director just in time for budget preparation. I wish you could have been present to hear the good things our Council had to say about Kent at his last Council meeting with us. 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In-person meetings with city council & mayor Meetings with community stakeholders Determine the Selection Criteria Create a Custom Candidate Profile Screen Candidates Identify Semi-Finalists Complete Virtual interviews with Semi-Finalists Obtain Unique Leadership Profiles Recommend Finalists Create a Detailed Recruiting Brochure Record and Promote Position Podcast Direct Outreach to Network & Candidates National, State, & Regional Postings Complete Detailed Reference & Background Verifications on Finalists Complete Social Media and News Investigation for each Finalist Complete Academic Verifications Schedule Finalist Interviews Facilitate Finalist Interviews Assist with Finalist Selection Recruitment Foundation 2 Weeks Recruitment Strategy 4 Weeks Identify Top Candidates 2 Weeks Verify & Check Finalists 2 Weeks Interview & Hire 2 Weeks RECRUITMENT FOUNDATION 6 The cornerstone of our recruitment process is understanding your community, its unique attributes, and the specific leadership qualities it requires. We recognize that finding the right leader is not a one-size-fits-all endeavor. Each organization has its distinct culture, priorities, and strategic goals, and our approach is designed to reflect and enhance these elements in finding the ideal candidate. Our recruitment process begins with a detailed community profile, crafted through firsthand experience and thorough engagement. As former public executives, we recognize the critical importance of not only understanding your organization’s needs but also immersing ourselves in your community to grasp its identity and dynamics. We allocate dedicated time to experience the community’s amenities, economy, and character, while also engaging in in-depth conversations with key personnel and stakeholders. Our information-gathering phase includes comprehensive in-person interactions with city staff, department heads, and essential community stakeholders, such as representatives from local businesses, community organizations, government agencies, and civic groups. These engagements extend to the Mayor, City Council, and Interim City Manager, allowing us to fully understand your organization’s priorities, challenges, and culture from multiple perspectives. Throughout these discussions, we examine the specific qualifications, professional background, and leadership qualities desired for the role. By understanding the expectations and strategic priorities of the organization, we gather critical insights that inform our development of precise selection criteria, a detailed position description, and an ideal candidate profile. These documents form a strong foundation for the recruitment process, ensuring that each stage is aligned with the organization’s unique needs and values. THE FIRST, AND MOST IMPORTANT PART OF OUR PROCESS IS GETTING TO KNOW YOU AND YOUR COMMUNITY. IN OUR EXPERIENCE, WE KNOW FINDING THE NEXT LEADER FOR AN ORGANIZATION IS NOT A ONE-SIZE FITS ALL APPROACH. OUR PROCESS IS FOCUSED ON DEVELOPING A COMMUNITY PROFILE AND QUICKLY FINDING THE BEST CANDIDATE. AS FORMER PUBLIC EXECUTIVES, WE UNDERSTAND HOW IMPORTANT IT IS TO UNDERSTAND YOUR COMMUNITY AND TO HAVE A COMPLETE, PROFESSIONAL, AND THOROUGH PROCESS. WE STRUCTURE TIME TO SPEND IN YOUR COMMUNITY TO EXPERIENCE ITS AMENITIES, ECONOMY, AND PEOPLE. RECRUITMENT STRATEGY 7 Clear Career Professionals works closely with you to design a comprehensive, targeted outreach strategy that actively promotes your open position and engages top-tier candidates. Our approach is designed to reach a wide range of seasoned professionals at the national, state, regional, and local levels, ensuring a diverse and highly qualified candidate pool. Leveraging Our Network Our strategy is powered by an expansive network of professionals in city and municipal management. Through our established relationships, we connect with candidates who are actively exploring new opportunities as well as those who may not be actively seeking but are ideally qualified. A key component of our outreach is the custom recruitment brochure we develop for your position. This brochure highlights the role’s requirements, the unique opportunities in your community, and the city’s challenges and priorities, positioning your community as an appealing place for both professional growth and quality of life. Engaging with ICMA, the AAME, and Other Key Professional Associations To further expand our reach, we actively engage with leading professional associations, including the International City/County Management Association (ICMA) and the American Association of Municipal Executives (AAME). These organizations provide direct access to a network of experienced municipal executives across the country. As members, we leverage these networks, resources, and events to ensure that your recruitment reaches well-regarded professionals nationwide. National Recruitment for a Diverse, Qualified Candidate Pool Clear Career Professionals is committed to attracting a broad and diverse range of candidates from across the nation. We collaborate with multiple diversity-focused organizations, ensuring we reach professionals with varied backgrounds and perspectives. Our approach prioritizes finding the most qualified candidates with the skills and vision that align with your organization’s needs and values. Digital & Social Media Outreach To maximize visibility, Clear Career Professionals promotes your recruitment brochure across various social media and digital platforms, including LinkedIn and professional municipal job boards. This targeted online presence allows us to engage with a wide-reaching audience and effectively attract a pool of candidates who align with your city’s goals. IDENTIFY TOP CANDIDATES 8 Once the custom recruitment strategy and marketing tools are approved, Clear Career Professionals initiates a proactive and streamlined approach to identify top candidates. We leverage our extensive network as the first point of contact, reaching out to carefully selected professionals nationwide who meet the profile criteria and encouraging them to consider the opportunity. We systematically review, categorize, and evaluate all candidate applications according to the pre- established rating criteria, ensuring alignment with the desired skills, experience, and leadership qualities. This approach creates a highly qualified and strategically curated candidate pool tailored to meet the unique needs of your organization. Throughout the recruitment process, we maintain full transparency by providing weekly progress reports detailing the candidate pool's evolution. All candidate information is meticulously organized and accessible, allowing us to keep accurate records for comprehensive reporting at the process’s conclusion. Every candidate who submits a resume receives immediate acknowledgment and a clear timeline of the recruitment stages, ensuring they remain well- informed. We prioritize consistent communication, providing candidates with weekly updates on the process and their status, fostering a professional and engaging experience. When the application period closes, Clear presents the city with a list of 8-10 recommended semi- finalists. Each semi-finalist participates in an interactive video storytelling interview, allowing them to narrate their professional journey. This format captures not only their career trajectory but also provides insights into their leadership style, personality, and ethical approach, offering a comprehensive view of each candidate’s personal and professional demeanor. Our semi-finalist report includes all relevant recruitment materials, a master list of applicants, and for each semi-finalist: their cover letter, resume, unique leadership profile, and video interview. This in-depth package allows you to fully assess each candidate and make informed decisions as we identify and recommend finalists for in-person interviews with the selection committee and/or City Council. Once you approve of finalists for on-site interviews, our team initiates a thorough background verification process encompassing comprehensive reference checks, background examinations, detailed social media reviews, and academic verifications. A comprehensive report summarizing all findings will be presented to you for thorough review prior to the commencement of finalist interviews and the selection process. This ensures that you have a complete and informed perspective before making the ultimate decision. For the background checks, we will collect information on the candidates in the following areas: City/County/State Criminal Federal District Criminal City/County/State Civil Litigation Employment Verification Reference Verification Social Media Review Federal District Civil Litigation Judgement/Tax Lien Sex Offender Registry Motor Vehicle Driving Record Educational Verification Professional Association Verification 9 VERIFY CANDIDATE BACKGROUND INTERVIEW AND HIRE 10 Upon finalizing the candidate verification and assessment, we will collaborate with you to craft the ultimate interview blueprint. This blueprint will be tailored to your organization's specific needs and objectives, ensuring a focused and effective interview process. Before conducting the interviews, we will furnish you with a comprehensive Final Candidate Report. This report will include each finalist candidate’s cover letter, resume, unique leadership profile, semi-finalist video interview, and a detailed background/reference verification report. In addition to this final report, we will provide a set of recommended interview questions tailored to the position and aligned with your organizational goals. These questions are designed to elicit responses that highlight each candidate’s qualifications, experience, and fit for your organization. To ensure seamless execution and uphold the integrity of the interview process, our team will be present to facilitate the finalist interviews. We will manage the logistics, coordinate with interview panel members, and ensure that the process runs smoothly and efficiently. Our commitment is to create an interview approach that is not only exhaustive but also reflective of the mission and vision of your organization. We understand that selecting a leader is a critical decision, and our goal is to provide you with the tools and support necessary to make an informed choice. Throughout the interview process, we emphasize transparency, consistency, and fairness to ensure that each candidate is evaluated thoroughly and objectively. At the conclusion of the selection process, we will work closely with you to notify candidates of the final decision. This includes communicating with both successful and unsuccessful candidates, providing them with feedback if desired, and addressing any questions or concerns they may have. We will also confirm final process close-out items with you, ensuring that all documentation and records are properly maintained and that the transition to the new leader is smooth and well- coordinated. By partnering with us, you can be confident that every aspect of the interview and hiring process is handled with the utmost professionalism and care. Our goal is to help you select a leader who not only meets the technical requirements of the position but also embodies the values and vision of your organization. AGREEMENT TO USE CITY CONTRACT We can provide our standard engagement agreement or execute a standard contract form provided by the City if preferred. Clear Career Professionals further acknowledges that our firm maintains, or will acquire, the minimum or greater of the insurance limits required. AGREEMENT TO COMPLETE PROJECT ACCORDING TO PROJECT SCHEDULE The timeline provided is a general breakdown of tasks, milestones, and timeframes to support a thorough and successful recruitment process. This timeline is a suggestion only and we will work with you to finalize and approve an exact timeline. OVERALL COST AND VALUE OF PROJECT CITY MANAGER RECRUITMENT: Clear Career Professionals offers a firm, fixed fee of $18,000 which includes all our expenses and costs. The only thing you will pay Clear Career Professionals is the agreed upon fee. This includes costs for professional graphic design, background, and academic verification, and consultant travel and expenses. This means the only other costs you will be responsible for are the costs associated with the candidates’ (and spouses, if invited) travel, accommodations, and meals for the interview process. The advantage to you is you know exactly what you will pay and do not have to worry about reviewing costs associated with the project. We will bill the fee as the phases are completed and according to the following schedule: 11 $10,000 upon execution of the contract $5,000 upon selection of the group of semi-finalists $3,000 upon selection of final candidate We proudly offer a one-year guarantee for any candidate selected through our full recruitment process. If the individual hired leaves the position for any reason within one year, we will conduct a new recruitment at no additional cost to the city. This guarantee reflects our confidence in the thoroughness of our recruitment and selection process. 1-YEAR RECRUITMENT GUARANTEE Education Bachelor of Arts in History Metropolitan State University Master of Public Affairs University of Texas Dallas Professional Affiliations TCOLE Master Peace Officer, ICMA, TCMA, NTCMA, Region 6 & 7 TCMA, GFOA, TPCA, past member of the Texas Police Chief’s Legislative Committee, and the Professional Development Committee for the Texas City Manager Association, Instructor at the Bill Blackwood Law Enforcement Management Institute of Texas (LEMIT) Leadership Command College Michael Boese, MPA President Michael Boese, MPA, brings over 25 years of distinguished municipal service to his role as President of Clear Career Professionals LLC. With extensive leadership experience across multiple executive roles, Michael has become a trusted expert in executive recruitment, leadership coaching, and municipal consulting. Michael has served as both City Manager of Keene and City Administrator of Wimberley, where he was instrumental in advancing sustainability initiatives and promoting tourism, ensuring long-term growth for the communities. His strategic approach to leadership and fiscal management has made a lasting impact on these municipalities, driving innovation and operational excellence. As a sought-after recruiter, Michael has guided numerous successful executive placements, always prioritizing the unique needs of both the organizations and candidates. His comprehensive understanding of local government and public safety allows him to identify top talent and implement efficient, people-focused recruitment processes. In addition to his consulting and recruitment expertise, Michael is a recognized public speaker and instructor, sharing his insights through leadership training programs, including his work with the Bill Blackwood Law Enforcement Management Institute of Texas (LEMIT). Michael’s career exemplifies a commitment to enhancing organizational leadership and community well-being, making him a trusted leader in the public sector. YOUR RECRUITMENT TEAM YOUR RECRUITMENT TEAM Kent Myers, Ph.D. Education Bachelors in Criminal Justice University of Texas Arlington, Tx Master of Public Administration Texas Christian University Ft. Worth, Texas Ph.D. Leadership Studies Our Lady of the Lake University San Antonio, Texas Professional Affiliations ICMA, TCMA, ICMA Taskforce on job hunting handbook, TCMA Public Policy Committee, TCMA Ethics Trainer, TPPA Past President, Arkansas Municipal League Kent Myers, Ph.D., Vice President of Recruitment Services will collaborate with you to develop the recruitment plan and lead the search for your next City Manager. As a seasoned professional with a 45-year tenure in city management, Dr. Myers brings a wealth of experience and leadership to any organization. Serving as the City Manager of Fredericksburg for a decade, Dr. Myers has established a track record of successful governance and community engagement. His career began as the first City Manager in Converse, Texas, and expanded to include City Manager positions in Casa Grande, Arizona; Hot Springs, Arkansas; and Port Angeles, Washington. In 2021, Dr. Myers received a Ph.D. in Leadership Studies from Our Lady of the Lake University. Committed to community service, he actively participated in the Fredericksburg Morning Rotary Club and has been honored with the National Service to Youth Award from the Boys and Girls Clubs of America. Dr. Myers’ dedication extends to education, where he served as the Manager in Residence (MIR) at the University of Texas at San Antonio for seven years. Recognized for his exceptional mentorship, Dr. Myers received the TCMA Mentor of the Year Award, showcasing his commitment to developing the next generation of leaders. As Past-President of the Texas Public Power Association (TPPA), he has demonstrated strategic leadership in the public sector. Throughout his career, Dr. Myers played a pivotal role in hiring numerous department directors, contributing to the recruitment of highly qualified professionals in public works, planning, finance, police, and fire departments across various cities. As Vice President of Recruitment for Clear Career Professionals, Dr. Myers has lead the search for City Manager positions of Kerrville, Murphy, Kemah, and other cities. Dr. Myers is poised to bring his extensive expertise, strategic vision, and community-oriented approach to your recruitment, continuing to make a positive impact on local governance and leadership development. Vice President Delivering Leaders We deliver leaders. Our executive recruiting specialists have national contacts within the public sector and professional organizations – allowing us to find a broad range of talent. We rigorously qualify and investigate each candidate. We won’t just pull names out of a database. When we are finished, you will have candidates that meet or exceed your expectations. Affion Public, LLC @Affionpublic affionpublic 07/01/2025 Stephanie Beitelschies Director of Human Resources 20 W. 7th St. Anna, TX 75409 Dear Stephanie, Thank you for the opportunity to submit our offer of executive search and recruiting services for the City Manager position. Affion Public is an executive search firm specializing in identifying and placing exceptional executive-level candidates within the public sector. With a successful track record in placing public sector executives, we pride ourselves on developing strong working relationships with our clients. Our partnership approach and high-quality work ensure that our clients receive the level of attention and service they deserve. Our search process and collaborative approach have enabled Affion Public to conduct multiple successful searches for the majority of our clients. What sets us apart is our commitment to finding the best candidates, both passive and active, who will meet the specific needs of our clients. This approach allows us to provide a tailored pool of candidates, rather than recycling the same ones search after search. Additionally, our dedication to diversity and success in targeting minority candidates further distinguishes us from other firms. On behalf of Affion Public, we would be thrilled to be your firm of choice. Please feel free to contact me directly at 717-576-9847 or via email at reilly@affionpublic.com. I look forward to speaking with you soon. Best Regards, Scott Reilly CEO, Affion Public Corporate Address: PO Box 794 888.321.4922 toll free 717.214.4922 local Delivering Leaders. Corporate Mailing Address: P.O. Box 794 Hershey, PA 17033 888-321-4922 www.affionpublic.com City of Anna, TX City Manager Executive Search Services 07/01/2025 2 Table of Contents Table of Contents ............................................................................................................................... 2 Company Profile ................................................................................................................................ 3 Why Affion? ....................................................................................................................................... 3 What We Do Differently .................................................................................................................... 4 Relevant Search Experience .............................................................................................................. 5 Objectives and Approach ................................................................................................................... 5 Statement of Diversity ...................................................................................................................... 11 Sustainability Efforts ........................................................................................................................ 11 Individuals Assigned to Search ....................................................................................................... 12 Cost ................................................................................................................................................... 15 Guarantee: ........................................................................................................................................ 15 Reference List .................................................................................................................................. 16 Client List ......................................................................................................................................... 16 Affion Disclaimer Copyright © 2009 by Affion Public, LLC. All rights reserved. Printed in the United States of America. The information in this document is the exclusive property of Affion Public, LLC. The data and trade secrets contained herein are submitted for use solely by the City of Anna. The reproduction of this document or any portion thereof, in any form, without the express written consent of Affion Public, LLC is forbidden. 3 Company Profile Affion Public is deeply rooted in the public sector, providing executive search services for state and local government, education and non-profit organizations since 2000. Our executive search division specializes in identifying the nation’s best and brightest executives and delivering those individuals to our public sector clients. Our partners are typically state, county, city, and government organizations as well as non-profits. Recognized as a leader in public sector executive searches, Affion has attained “preferred” vendor status or an exclusive relationship with a majority of its client partners. Affion’s corporate address is P.O. Box 794, Hershey, PA 17033. Why Affion? We are different. As a company, our strengths lie in our people, our passion, and our commitment. Affion employs an extremely talented group of professionals that bring a diverse set of skills and an average of over 10 years of experience in government and private sector venues. Extraordinary, trusted client partnerships have separated us from others in the industry. Embracing a small business approach has enabled the entrepreneurial spirit of Affion, while also ensuring a personalized approach and customized solution for our partners. It is our unique understanding of the complexities of the public sector that gives us an edge. We know what to challenge potential candidates on, and we know how to discern and qualify the very specific set of skills an executive needs in order to succeed within the public realm. Our particular expertise lies in our ability to reach out to and ultimately attract the best and the brightest into the public executive domain. Short and long term, Affion is looking for valued, long-lasting partnerships, where we can have a real and positive effect for our client. Our public sector team provides a full range of customized executive recruiting and management consulting services. Particular areas of expertise lie within strategy, human resources, process and solutions. We have served in an advisory capacity to state, city, and municipal governments across the country. Historically, our specialized executive recruitment services have been client driven. By building strong client partnerships, and practicing due diligence, we gain an invaluable understanding of the mission, motivation and culture of our client. This has allowed us to successfully recruit across all departmental disciplines and ultimately to provide top executives to an array of governmental agencies and authorities (e.g. Information Systems, Public Safety, Engineering, Health and Human Services, Water Utilities, Economic Development, Assistant City Managers, City Managers, etc.). 4 What We Do Differently Our executive search goal is to specify, identify, qualify and deliver candidates that meet or exceed your expectations. After consulting with client executives and stakeholders, we utilize a systematic search methodology to customize and tailor the ideal candidate and position profile to meet the specified need. Targeting organizations that are similar to our client, we set out to find individuals that meet and exceed the background, education, experience, and personal characteristics required. This is done in a highly confidential manner and in compliance with applicable legal standards. Once a potential candidate has been identified, they will enter into a rigorous qualifying process to further establish the “fit”. A comprehensive confidential report on each of the selected candidates is prepared to include pertinent information relative to the candidates work history and background. A professional appraisal of the candidates’ competencies compared to the specific requirements will be provided as a continuum to the report. In the form of a portfolio presentation, we meet with the stakeholders to make our recommendations. We deliver individuals that are competent, qualified, and capable. We deliver solutions. 5 Relevant Search Experience City of Austin, TX • City Manager (2008) City of Broken Arrow, OK • City Manager (2012; 2015) City of Columbia, MO • City Manager (2011) City of Commerce City, CO • City Manager (2021) City of Dallas, TX • City Manager (2016) City of De Pere, WI • City Manager (2024) City of Dublin, OH • City Manager (2022) City of East Lansing, MI • City Manager (2012) City of El Paso, TX • City Manager (2014) City of Frisco, TX • City Manager (2022) City of Galveston, TX • City Manager (2012) City of Huntsville, TX • City Manager (2008) City of Hollywood, FL • City Manager (2012) City of Irving, TX • City Manager (2006) City of Kirkwood, MO • Chief Administrative Officer (2014) City of Kyle, TX • City Manager (2023) City of Leander, TX • City Manager (2011) City of Marshall, TX • City Manager (2014) City of McKinney, TX • City Manager (2008) City of Morgantown, WV • City Manager (2010) City of North Richland Hills, TX • City Manager (2009) City of Plano, TX • City Manager (2011) City of Round Rock, TX • City Manager (2011) City of San Antonio, TX • City Manager (2006) City of San Marcos, TX • City Manager (2008) City of Shawnee, OK • City Manager (2015) City of Springfield, MO • City Manager (2008) City of Taylor, TX • City Manager (2019) City of Thornton, CO • City Manager (2015) City of West Valley City, UT • City Manager (2023) City of Wichita Falls, TX • City Manager (2025) Town of Morrisville, NC • Town Manager (2023) 6 Objectives and Approach 1. Establishing the Timeline – we will work closely with you to determine your ideal start date for your executive and then work to make sure that we agree on all target dates and activities. 2. Input from Key Decision Makers – we will meet with all parties who will be impacted by this executive to seek input, which will also help us understand the company, the people and the working environment. This can include setting up public forums to engage the community in assisting in the process. 3. Developing the Candidate Profile – through extensive interviews we will gain a complete understanding of the mission and goals of the company and begin to create the profile of the executive you are seeking. 4. Candidate Pool and Search Techniques – we will use our own extensive internal database, our personal and professional connections, competitor intelligence, targeted recruiting, industry specific sourcing and other recruiting tools to begin to identify the perfect candidate. 5. Screening Process – we will conduct interviews to qualify each candidate, whether it is an internal candidate or an external one, prior to presentation to you, and will conduct an extensive background check on each potential candidate. 6. Selecting Candidates for Client Review – we will present the key decision makers with a portfolio of candidates for consideration and will discuss each candidate’s skills and qualifications in detail. 7. Choosing the Finalists and the Interview – once the client has reviewed the candidates and has selected the finalists, interviews with the key decision makers or the selection committee will begin. 8. Hiring – all candidates will have been pre-qualified on the salary range; benefits and we will assist in all final employment matters. 7 Developing the Candidate Profile At Affion, our approach to executive searches is both personal and systematic. Our success hinges on the access and information provided by our client organizations, enabling us to gather comprehensive insights and develop a deep understanding of their needs. Only by intimately knowing the organization and meticulously defining the ideal candidate profile can we ensure the right match for both the organization and the selected individual. We take pride in the value we bring to the table by collaborating with clients to develop the ideal candidate profile. This involves extensive engagement with key decision-makers, elected officials, and others at the outset. We delve into the position's history, the organization's mission and goals, past successes and failures, staff dynamics, budget considerations, and other crucial aspects that the selected candidate must address. Understanding where the organization aims to go and the requirements for getting there is essential for finding the ideal leader. Every search is unique, and we invest significant time in understanding the client's style and organizational culture, as well as each candidate under consideration. We establish strong relationships with decision-makers and potential colleagues of the candidates to ensure a compatible match. Spending time with decision-makers helps us grasp their vision of the "ideal" candidate, their management style, and the significance of the position to them and the organization. We embrace the organization's vision to recruit candidates who align with its goals and can lead strategies that support that vision. We conduct interviews with successful executives at the peer level of the vacant position to understand the qualities of successful leaders within the organization. Additionally, we find it valuable to interview subordinate-level staff, if possible, to assess current resource challenges or strengths that the incoming executive would encounter. These initial stages are crucial in our view. Our entire search team, including our assigned recruiters, is involved in this information-gathering and relationship-building process from the beginning. This ensures that we all understand exactly what our client is seeking in applicants and can qualify candidates based on the client's organizational culture. Based on the interviews and data gathered, we prepare a comprehensive candidate recruitment profile for the position, outlining the desired qualifications and characteristics. This profile is then presented for approval by the client's designated representatives. It is from this customized profile that we conduct our systematic search. Input from Stakeholders The first steps in any search begin with our onsite stakeholder meetings. The purpose of the stakeholder interviews is to allow Affion an intimate understanding of the organization, the people and the environment. These interviews are how we develop the two key profiles in which the search is built around. The first profile is the position profile. The position profile includes not only the requirements the successful individual will possess but also what they will be doing on a daily, weekly and monthly basis. This profile is critical in analyzing the potential candidate’s previous experience. The second profile is the candidate profile in which we spoke previously about. This profile allows Affion to define the type of individuals that will be successful in your organization. The stakeholder meetings begin with developing the list of individuals that will be working directly with this person. This list should include whomever the individual is responsible for reporting to and anyone who may be directly involved with the hiring and interview process. Affion is committed to spending as much time as necessary on the stakeholder meeting to ensure a successful placement. The stakeholder meetings are approximately one-hour interview session in which our team will ask probing questions to what will make the candidate successful. These are generally done on an individual basis. Additional stakeholder meetings including public input will be scheduled at the discretion of the selection team. We have a long history of being very inclusive with our stakeholder process and often meet with community leaders, business leaders, civic and religious leaders as well as neighborhood associations. 8 Candidate Pool Affion is a relationship driven, select targeting firm. We use our own internal database to draw upon potential candidates with whom we have built relationships and/or referrals. We use the telephone to reach out to referrals and candidates initially. We use the Internet as well as select research firms to investigate credit, criminal and other background checks and to obtain any written publications authored by, or regarding, the candidates. Beyond this limited use of technology, our efforts are all carried out in person. We post the job on the Internet or advertise in print as required by the client organization. Even our utilization of networks of professional or trade associations, is done in person. This personal approach is how we have been most successful in targeting and attracting the best and most diverse selection of candidates. Each Affion recruitment effort is customized specifically to the client organization’s needs and preferences. One of the additional values achieved from the time we spend in the beginning is getting to know the client organization and its culture and obtaining mutual agreement on a process that works for both of us. While we have a very strict and systematic internal qualifying/screening process, it is only visible to the client in the result it produces. Any processes external to our qualifying/screening process may be modified to accommodate the client’s organizational needs. Affion Process in Screening While the general steps outlined herein are the basis of the Affion search, flexibility is built into our model to accommodate a particular client’s preferences. Our search is customized to best meet the needs of our client and as long as we are not asked to forego steps to ensure quality, modifications or additions can be made. Sourcing/Recruiting Candidates Our senior executive recruiters (100% dedicated to this search) will identify candidates who have been successful in like organizations in similar positions. We search from a variety of sources to ensure development of a broad representative pool in terms of affirmative action efforts and experience; including our own network of contacts and files; public or private entities, professional and other associations and organizations related to the position and referrals. We do targeted advertising in publications specific to the position. Targeted Recruiting Affion maintains a national database through extensive networks in industry specific business groups, trade and professional organizations. To further ensure a diverse candidate pool, we also source candidates from professional organizations and networks that are ethnic and gender specific. We reach out to a variety of sources to collectively find the best talent available. 9 As a result of our previous and ongoing recruiting efforts within government and quasi-government organizations, (local, city, county, and state) Affion has, and continues to build, an expansive network of candidates that includes the best and the brightest in the public sector. That network of candidates exemplifies our professional commitment to building valued relationships, knowing the individuals’ experience and leadership styles, and understanding their needs and career goals. By operating within these guidelines, our deliverable to our client results in being a known and trusted entity. Screening/Qualifying Candidates Our senior executive recruiter conducts preliminary screening interviews of all candidates and the most promising candidates to determine their qualifications, pertinent accomplishments, experience, ability to meet special needs of the position and their interest in being considered. Preliminary screening will be based on a resume rating developed from criteria contained in the customized Candidate Recruitment Profile, information contained in the resumes submitted to Affion, and Affion’s knowledge of the people and organizations with whom and in which we work. At this point in the search, our recruiter is also securing preliminary, confidential reference information on the most promising candidates (as available and appropriate) to verify experience and qualifications; i.e., to ensure that it is worthwhile proceeding with them. After qualifying the best candidates into our process, those individuals are subjected to further rounds of interviews by additional Affion executive staff. The same criteria are used, but the emphasis here, is on organizational and cultural fit, and political acumen. This process assures the quality we demand of the short list of semi-finalists that are selected. All candidates are met face-to-face when possible. If the face-to-face interviews cannot be arranged, then video conferencing is arranged to ensure that the recruiters and executives within Affion are comfortable with the candidates they are presenting for consideration. Background Investigation Once the Affion qualifying team has confirmed a candidate aligns with the desired profile, we initiate a comprehensive background investigation. This includes verification of criminal history, education credentials, and financial records, along with in-depth reference checks. We also conduct robust internet and media searches to validate qualifications and identify any potential concerns that may not surface through traditional screening. Our full-scope media search provides a holistic view of a candidate’s online presence. Using a combination of advanced automated tools, customized keyword filters, and manual review by experienced researchers, we scan social media, news sites, litigation records, and deep web sources—both domestic and international. This process helps ensure that final candidates are not only well-qualified but also free from reputational risks that could impact your organization. Selecting Finalists for Promotion to Client From our rigorous qualifying process and investigation, Affion typically narrows the field of qualified candidates to the top 6-8. We present all of the client’s designated representatives with a comprehensive book of material on each of the selected individuals. These books contain summary profiles, resumes, applications, articles by or regarding the candidate, pertinent work product, and photographs of those candidates whose qualifications, work experience, achievements, and/or other special qualities qualify them for the position. This comprehensive confidential report on each candidate covers not only the candidate's working career and those personal aspects that are relevant to the position, but also our appraisal of how the candidate's competencies compare to your specific needs and environment. Affion and the client’s representatives will meet to review the detailed contents of the book. Internal Candidates Affion always screens and evaluates those applications and resumes received by the client from in-house or outside applicants to insure, on the client’s behalf, that the process is considered fair to all applicants and to determine if any of these individuals are qualified, viable candidates. Often, at the client’s preference we keep all in-house applicants in process until the final qualifying phases of the search process, unless it is clearly established that certain individuals are not qualified. 10 We review, evaluate and acknowledge in writing all applications and resumes received. Additionally, we ask that all solicitations for consideration made directly to the client be forwarded to Affion immediately to avoid duplication of efforts and take work off the client’s shoulders. Client Selection of Candidates for Interview Affion would work closely with the hiring team for selecting the finalist. Affion will make a portfolio presentation to the key stakeholders which will include; the resume, a brief bio written by the candidate, and an answer to the questions “Why Should I be the Next…” Upon our face-to-face presentation of the finalists, with our recommendations and comprehensive background information, we require that the client select the number and names of the candidates it wishes to interview in person. Upon the client’s direction, Affion personnel will coordinate with client personnel to arrange interviews with the top candidates selected for consideration. Affion will work with the client to coordinate any travel or accommodation details that may be needed for each outside candidate. Client Interviews and Final Selection The finalist interviews would be conducted in conjunction with the wishes of the hiring team. Affion typically suggests that the hiring team utilize panel interviews and also perhaps a candidate presentation. The candidate presentation would be an oral presentation accompanied by a visual presentation. The purpose of this presentation is to allow the selection committee to see how the candidates communicate their thought process and the candidate’s ability to effectively express those thoughts to their audience. The formal interview would involve the same set questions asked to each candidate by the same panel member. This allows the selection committee to evaluate each candidate on a fair and equal field. These questions are agreed upon in advance with Affion and the selection committee. Affion will be involved throughout the entire interview process to facilitate the interviews. Hiring Once it is time for a hiring decision, Affion will provide assistance on final employment matters, such as the negotiation process with successful candidates and notification to unsuccessful candidates. Any candidate that is presented for consideration will have been pre-qualified on the salary range, benefits and relocation package. Once the finalist has been selected it is our standard practice that the client sends a formal offer letter to Affion on behalf of the successful candidate. Affion will facilitate the signature and closing of the process. 11 Statement of Diversity Diversity is deeply ingrained in our core values and heritage at Affion. We recognize and celebrate the richness and value created by the differences among our employees, customers, service offerings, and businesses. It encompasses a wide array of aspects, including people, backgrounds, lifestyles, ideas, and the balance between our work and personal lives. Our commitment to diversity is about maximizing the contributions from all members of our team to deliver greater value to our customers. It is about valuing differences and promoting inclusion, not merely a code word for affirmative action. At Affion, diversity relies on standards of performance and behavior that foster mutual respect. It is about effectively utilizing our collective talent to create a competitive advantage that leads to success, both for our internal support staff and contract workforce. We are truly dedicated to effectively recruiting and maintaining a diverse workforce. To ensure equal employment opportunity for all, Affion maintains an Affirmative Action Program and policy that prohibits discrimination based on race, color, religion, sex, national origin, sexual orientation, handicap or disability, or status as a disabled veteran or a veteran of the Vietnam War era. We take affirmative action to ensure that applicants for employment and employees are treated without regard to these characteristics. Our decisions regarding employment status are solely based on an individual's qualifications, and are guided by valid, non-biased job requirements in positions being filled. Our commitment to diversity extends to all aspects of employment, including recruitment, hiring, promotions, transfers, compensation, benefits, layoffs, terminations, educational tuition assistance, and company-sponsored training and recreational programs. Affion employs responsible reporting and monitoring procedures to ensure strict compliance with the Equal Opportunity Policy and our Affirmative Action program. We are further committed to being an Equal Opportunity Employer in accordance with federal, state, and city laws on fair employment practices. All of our advertising reflects these important standards. We take pride in our success in ensuring a diverse candidate pool and are thrilled to have placed multiple women and minority candidates in executive-level municipal positions nationwide. Sustainability Efforts Our commitment to climate action includes improving the environmental footprint of our operations by going paperless. All the steps involved in creating paper have significant impacts on the environment. Because of this we have made the commitment to go paperless by providing pdfs of our candidate binder presentations, proposals, and additional written communication. We have also taken steps to reduce our carbon footprint by implementing less travel and utilizing technology for stakeholder meetings, initial interviews, etc. We hope by taking these actions, we are helping to protect the health of our planet today and for generations to come. 12 Individuals Assigned to Search Scott Reilly CEO, Affion Public reilly@affionpublic.com 717-576-9847 Scott will be the lead on this search and responsible for quality assurance during the length of your project. During the engagement, he will be responsible for ensuring the success of the process. Scott, previously the Vice President of Arcus Public, has more than 20 years’ experience in Sales, Executive Recruiting and Technology. His depth of knowledge and experience placing top executives and technology professionals enables him to lead the talented group of professionals at Affion Public. Throughout his tenure in the public sector, he has been responsible for leading the engagement process and successfully placing more than 100 professionals in key roles. He’s worked in the trenches performing the searches, as well as in leadership roles guiding his team and building relationships with clients while at the helm. He truly understands and appreciates the intricacies of the market, and as CEO for Affion Public, he is responsible for the strategic direction and approach of each of the firm’s key service areas. Scott has been a speaker/presenter on various topics nationally working with leading government officials; to help identify opportunities for technology research and share best practices as well as executive search forums. He was named a founding Honorary Alumni to the Harrisburg University of Science and Technology first graduating class. He currently serves as the vice-chairman of the Derry Township Municipal Authority and has been an active member on the Hershey Country Club Board of Governors. Scott was also recognized by the Central Penn Business Journal as one of the region’s Top 40 Under 40. He holds a Bachelor of Science degree in Marketing from Rider University. Scott has been directly involved with all executive level searches through Arcus Public and Affion Public since 2003. Gina Sprowls Director of Recruiting sprowls@affionpublic.com 717-712-3240 Gina will manage the recruitment efforts for your executive search, providing direction and coordination to ensure the ideal candidate profile is met and the best candidate is selected for the job. She will be responsible for identifying, profiling, and screening candidates, as well as qualifying potential candidates and conducting interviews. Additionally, Gina will assist in coordinating interviews, gathering feedback, and conducting professional reference checks. She may also be involved in presenting the final candidates to stakeholders for consideration. With over ten years of diverse experience in recruitment, sales, and management, Gina brings a strong background in Human Resources with a focus on executive level recruitment and training. Her experience spans across various industries, including Public Sector, Technology, Finance, Healthcare, Sales, and Education. Gina has successfully managed multiple executive level searches nationwide and is known for building and maintaining excellent relationships with clients and candidates alike. She holds a Bachelor of Science degree in Business Administration from Capella University and an Associate of Arts degree in Human Resources. Gina has been directly involved in all executive level searches conducted by Arcus Public and Affion Public since January 2008. 13 Individuals Assigned to Search continued.. Brittany Schwaber, Executive Recruiter Brittany will focus on the recruiting efforts of your search. As she works through this process, she will adhere to providing a detailed and informative profile of ideal candidates to ensure that the best individual for the position is identified and hired. Brittany will be responsible for screening candidates that present as qualified contenders for the role. In addition, she will be conducting candidate interviews, coordinating the logistics of interviews, gathering feedback and performing reference checks. Brittany brings over seven years of experience in recruiting with a dynamic approach to her work. Her career has been diverse in different industries that include biopharmaceuticals, construction, and manufacturing. She has a well-rounded background in the field of Human Resources with an emphasis and passion for talent management strategies, employee retention and engagement initiatives and career development. Brittany is known for her ability and ease in establishing and building relationships with candidates. Her keen eye for detail coupled with her responsiveness makes for a great partnership between clients and candidates. She holds a Bachelor of Science degree in Business Management from Kutztown University and a Professional in Human Resources (PHR) certificate from HRCI. Cassandra Segedy, Marketing Associate Cassie will focus on the marketing efforts of your search. As she works through this process, she will provide thorough and concise social media marketing and marketing materials, to help reach a large array of qualified candidates. Cassie will be responsible for creating the brochure used for social media and job postings, posting the position on all Affion Public social media platforms, creating candidate binder presentation materials, and creating job announcements for the successful candidate. Cassie brings 7 years of marketing, advertising, and graphic design experience with her. Her career has been diverse in different industries that include manufacturing, life sciences, food service, data logging, grocery distribution, and small business management. Cassie has extensive experience in social media marketing, print advertisement, web design, and graphic design. Cassie is known for her easy-going nature, attention to detail, and responsiveness, allowing her to create the perfect marketing materials specific to your city and job posting. Cassie holds a Bachelor of Arts with a concentration in Graphic Design from the State University of New York at Oswego. Shanice Caesar, Sourcing Specialist Shanice will focus on the sourcing efforts for this search. As she works through this process, she will be responsible for finding candidates that match the experience and ideal candidate specs for this role, posting the position on sponsored job sites, and running background checks. Shanice brings over five years of experience in recruiting with a dynamic approach to her work. Her career has been diverse in different industries that include Information Technology, Finance, Professional Services and Healthcare. She has a well-rounded background in the field of Information Technology with an emphasis and passion for talent management strategies, employee retention and engagement initiatives and career development. Shanice is known for her ability and ease in establishing and building relationships with candidates. Her keen eye for detail coupled with her responsiveness makes for a great partnership between clients and candidates. She holds a Bachelor of Science degree in Business Management from The University of Guyana. 14 Proposed Project Timeline: Upon Selection • Affion to negotiate and finalize contract Once contract is finalized • Facilitate a meeting to discuss timelines, recruitment process and plan for completing the Position and Candidate Profiles • Affion to meet with identified stakeholders to begin the due diligence process • Conduct Public Forums if needed • Simultaneous industry research taking place Within 10 days after the contract is finalized • Affion presents draft of Profile Upon approval of profile/brochure • Search Firm conducts recruitment to include: o Referrals, LinkedIn, Sourcing, etc. o Post the job on websites Ongoing • Progress Report—check for quality and diversity of applicants. Determine need to target any specific group or area. • Review and qualify all potential candidates 30 days after posting • Deadline to receive resumes 45 days after resume deadline • Binder Presentation of 6-8 candidates to the Selection Panel • Affion will facilitate a review of the final candidates 2 weeks after binder presentation • Conduct first round of candidate interviews with the Search Committee and key stakeholders • Finalize decision on the candidate of choice and negotiate employment agreement with the candidate 2 weeks after final • Successful Candidate accepts offer of employment 15 Cost Full Executive Search: Affion executive searches are full-service searches conducted by senior executives within our firm. The fee we have outlined herein is all inclusive of all phases of the search including stakeholder meetings, profile development, job postings, sourcing, recruitment, interviewing, reference checking, background checks, media checks, and candidate offer negotiation. Fee for the City Manager search: $28,000 search (all inclusive) Additional expenses, which are not included in the overall fee but are expected to be reimbursed by the City of Anna include all candidate travel expenses for the purpose of interviews with the City of Anna. This will vary depending on the location of the finalist selected. While invoice procedures can be adjusted, our typical billing practice is to spread the fee payment over three equal installments. (One-third to be billed when the contract is signed, one-third to be billed upon presentation of the Final Candidates, and the last one-third to be billed upon the hiring of the desired Candidate.) Adjustments to our payment and billing processes are negotiable in order to best accommodate our clients’ needs. Guarantee: As with all of our executive searches, we are prepared to offer our standard professional service guarantee. If the hired candidate is asked to leave for reasons of non-performance or leaves of his/her own volition in the first 24 months of employment, we will re-launch a search for a new candidate, under the original position specifications. In such a case, we will do so for no additional professional fee, though charging expenses that may incur to include all Affion travel, hotel, and re-posting of job advertisements. It is our commitment to partner with you from the initial signing of the contract until the candidate accepts and offer and begins employment. 16 Reference List City of Celina, TX Mayor Ryan Tubbs 142 N Ohio Street Celina, TX 75009 469-835-5856 rtubbs@celina-tx.gov Affion had the pleasure of working with the City of Celina on their recent City Manager search (2023). We worked closely with Mayor Tubbs throughout the process. City of Kyle, TX Bryan Langley City Manager 100 W. Center Street Kyle, TX 78640 972-984-0853 BLangley@cityofkyle.com Mayor Travis Mitchell 100 W. Center Street Kyle, TX 78640 (512) 944-0948 tmitchell@cityofkyle.com Affion had the pleasure of working with the City of Kyle on their City Manager search (2023), their City Attorney (2023) and their Director of Water Utilities searches (2023). Bryan was the successful candidate for the City Manager search, and we have worked with him on the last two searches; we worked closely with Mayor Mitchell throughout the City Manager search. City of Frisco, TX Lauren Safranek Director of Human Resources 6101 Frisco Square Boulevard, 4th Floor Frisco, TX 75034 972-292-5210 LSafranek@friscotexas.gov Mayor Jeff Cheney 6101 Frisco Square Boulevard Frisco, Texas 75034 214-707-7320 jcheney@friscotexas.gov Affion had the pleasure of working with the City of Frisco on their City Manager search last year. Since then, we worked with them on their Assistant City Manager search, their Fire Chief search, and their Chief Information Officer search (2023). We worked with the Mayor on the City Manager search, and we have worked closely with Lauren on all of the searches. 16 Client List Cities: Borough of State College, PA • Director of Public Works (2016; 2021) City of Addison, TX • City Secretary (2023) City of Ann Arbor, MI • Parks and Recreation Services Manager (2008) • Parks and Recreation Services Deputy Manager (2008) • City Administrator (2011) • Fire Chief (2014) • Police Chief (2015) • City Administrator (2016) City of Arlington, TX • City Auditor (2014) • Director of Community Development and Planning (2015) City of Aurora, CO • City Manager (2018) • Court Administrator and Detention Director (2021) City of Asheville, NC • Urban Planning and Design Director (2014) • Police Chief (2015) City of Atlanta, GA • Chief Information Officer (2003) City of Austin, TX • City Manager (2008) • Fire Chief (2008) • Chief Information Officer (2008) • Director of Solid Waste Services (2009) • Chief Sustainability Officer (2010) • Director of Code Compliance (2011) • Chief Financial Officer (2012) • Austin Water Utility (AWU) Assistant Director, Engineering Services (2013) • Austin Water Utility (AWU) Assistant Director, Pipeline Operations and Maintenance (2013) • Assistant City Manager (2013) • Purchasing Officer (2014) • Deputy Director, Economic Development (2015) • Redevelopment Division Manager (2015) • Assistant Director of Water Res Planning & Analysis (2015) • Austin Energy – CTO (2016) • Austin Energy – Chief of Staff (2017) • Fire Chief (2018) • Director of Economic Development (2019) 17 City of Austin, TX continued.. • Director of Development Services (2019) • Chief Information Security Officer (2020) • Assistant Director of Economic Development (2020) • Director of Austin Code (2020) • Homeless Strategy Officer (2020) • Assistant Director of Housing and Planning (2021) • Chief Resiliency Officer (2021) • Emergency Medical Services Chief (2021) • Director, Austin Water (2022) • Director, Transportation and Public Works (2023) City of Beaumont, TX • Police Chief (2024) City of Bee Cave, TX • Assistant City Manager (2025 - present) City of Bellevue, WA • Director of Planning and Community Development (2010) • Chief Communications Officer (2012) • Chief Economic Development Officer (2014) • Chief Communications Officer (2016) • Director of Planning and Community Development (2016) 9T City of Boise, ID • Planning and Development Services Director (2021) • Planning and Development Services Director (2024) City of Boulder, CO • Director of Public Works for Utilities (2011) • Deputy Director of Community Planning and Sustainability (2011) • Comprehensive Planning Manager (2012) • Human Resources Director (2013) City of Bozeman, MT • Human Resources Director (2021) • Director of Transportation and Engineering (2021) • Director of Utilities (2021) • City Engineer (2022) • Assistant City Manager (2022) • Director of Utilities (2023) • Assistant City Manager (2024) • Community Development Director (2024) City of Broken Arrow, OK • Fire Chief (2010) • Police Chief (2011) • City Manager (2012) • Assistant City Manager (2013) • Director of Engineering/Construction (2014) • Fire Chief (2014) • City Manager (2015) City of Burbank, CA • Director of Finance (2009) • Director of Parks and Recreation (2007) 18 City of Burleson, TX • Chief Technology Officer (2021) City of Cedar Park, TX • Director of Information Services (2018) • Police Chief (2021) • Director of Finance (2022) • Assistant City Manager (2022) • Director of Human Resources (2023) • Assistant City Manager (2024) City of Celina, TX • City Manager (2023) • Strategic Services Director (2024) City of Chandler, AZ • Chief Information Officer (2007) • Director of Economic Development (2008) • Director of Planning and Development (2008) • Municipal Utilities Director (2015) City of Chester, PA • Chief Operating Officer (2022) • Director of Finance (2023) • City Administrator (2024) City of College Station, TX • Assistant Director of Planning & Development (2008) • Fire Chief (2016) • Chief Information Officer (2017) • Director of Water Services (2018) • City Manager (2018) • Director of Planning and Development Services (2018) City of Columbia, MO • City Manager (2011) • CIO (2015) • Director of Community Development (2025 – present) • Housing and Neighborhood Services Director (2025 – present) City of Commerce City, CO • City Manager (2021) City of Corpus Christi, TX • City Manager (2008) • Assistant City Manager (2025 – present) • Director of Public Health (2025 – present) • Director of Aviation (2025 – present) • Director of Animal Care Services (2025 – present) • Assistant Director of Wastewater Treatment (2025 – present) City of Dallas, TX • Deputy Director CIS (2005) • Public Information Officer (2005) • Assistant Director Dallas Water Utilities (2005) • Assistant Director CIS (2005) • Director and Chief Information Officer (2005) 19 City of Dallas, TX continued.. • Director of Housing (2014) • Assistant City Manager (2014) • Director of the Department of Trinity Watershed Management (2015) • Fire Chief (2016) • City Manager (2016) • Assistant Director of Transportation (2022) City of Denton, TX • Director of Environmental Services and Sustainability (2021) City and County of Denver, CO • Manager of Community Planning and Development (2012) • Independent Monitor (2021) City of Dublin, OH • CIO (2015) • Planning Director (2015) • City Manager (2022) City of Durango, CO • Director of Public Works (2021) • Director of Parks and Recreation (2023) • Community Development Director (2024) City of East Lansing, MI • City Manager (2012) City of El Paso, TX • City Manager (2014) • Director of Museums and Cultural Arts (2014) • Managing Director of Public Works (2015) • Director of Planning and Inspections (2018) City of Eugene, OR • Executive Director of Planning and Development (2010) City of Farmers Branch, TX • City Manager (2022) City of Fort Collins, CO • Chief Sustainability Officer (2014) • Light & Power Operations Manager (2015) • Chief Human Resources Officer (2016) • Cultural Services Director (2016) • Transfort & Parking Services General Manager (2018) • Director of Cultural Services (2018) • Director of Planning, Development and Transportation (2019) City of Fort Worth, TX • Assistant City Manager (2022) City of Frisco, TX • City Manager (2022) • Assistant City Manager (2023) • Fire Chief (2023) • Chief Information Officer (2023) 20 City of Galveston, TX • City Manager (2011) City of Gardner, KS • Business and Economic Development Director (2015) • Utility Director (2015) City of Georgetown, TX • Assistant City Manager (2021) • Assistant Water Utility Director (2024) City of Greeley, CO • Director of Human Resources (2020; 2022) • City Clerk (2020; 2022) • Finance Director (2020) • Fire Chief (2021) • Director of Public Works (2021) • Human Resources Deputy Director (2021) • Deputy Finance Director (2021) • Culture, Parks and Recreation Director (2022) • Human Resources Deputy Director (2022) • Director of Communications and Engagement (2022) • Community Development Director (2022) • Deputy Director of Water Resources (2022) • Payroll Manager (2023) • Cultural Affairs Manager (2023) • Finance Director (2023) • Deputy Director of Finance (2023) • Fire Marshal (2025 – present) City of Hollywood, FL • City Manager (2011) City of Huntsville, TX • City Manager (2008) City of Irving, TX • City Manager (2006) • Assistant City Manager (2008) • Internal Auditor (2008) • Director of Human Resources (2007) • Assistant Director of Human Resources (2007) • City Attorney (2007) • Fire Chief (2006) • City Secretary (2010) • Capital Improvement Program Director (2019) City of Kirkwood, MO • Chief Administrative Officer (2014) • Police Chief (2017) City of Kyle, TX • City Manager (2023) • City Attorney (2023) • Director of Water Utilities (2023) • Director of Transportation and Public Works (2024) 21 City of Laredo, TX • City Engineer (2025) • Director of Solid Waste and Environmental Services (2025 – present) City of Leander, TX • City Manager (2011) City of Los Angeles, CA • CIO-Los Angeles World Airport (2007) • General Manager, ITA (2002) • Information Systems Manager (2002) • General Manager Department of Aging (2003) • Director, Bureau of Sanitation (2004) • Los Angeles Zoo: General Manager (2003) • City Engineer (2003) City of Lynwood, CA • Assistant City Manager (2007) • Director of Human Resources (2007) • Assistant Director of Public Works (2007) • Deputy Director of Development (2007) City of Marshall, TX • City Manager (2014) City of McKinney, TX • City Manager (2008) • Assistant City Manager (2009) • Director of Finance (2011) • Director of Water Utilities and Infrastructure (2013) • Assistant City Manager (2014) • Director of Public Works (2016) • Director of Housing and Community Development (2024) • Director of Code Services (2024) City of Mesa, AZ • Deputy City Manager (2007) • Director of Human Resources (2007) City of Missouri, City, TX • Director of Finance (2016) • Director of Development Services (2016) • Director of Economic Development (2022) City of Morgantown, WV • City Manager (2010) City of North Richland Hills, TX • City Manager (2009) • General Manager: NRH2O, Water Park (2014) City of Pflugerville, TX • Assistant City Manager (2022) • Communications Director (2023) City of Phoenix, AZ • Human Resources Director (2015, 2017) 22 City of Plano, TX • City Manager (2010) • City Attorney (2013) • Director of Human Resources and Risk Management (2024) City of Port Arthur, TX • Assistant City Manager (2016) • Public Works Director (2016) City of Raleigh, NC • Director of Human Resources (2023) City of Round Rock, TX • City Manager (2010) • Director of Human Resources (2012) • Police Chief (2013) • Deputy CFO (2021) • Director of Human Resources (2024) City of San Angelo, TX • Director of Planning and Development Services (2023) • Director of Water Utilities (2024) • Assistant Director of Water Utilities, Administration (2025 – present) City of San Antonio, TX • City Manager (2006) • Assistant City Manager (2006) • Director for the Office of Management and Budget (2020) • Transportation Director (2020) • Government Affairs Director (2021) • Communication and Public Engagement Director (2021) • Diversity, Equity, and Inclusion Officer (2022) • Assistant Director of Human Resources (2023) • Chief Resiliency Officer (2023) • Public Safety Outcomes (2023) • Animal Care Services Director (2024) • Fire Chief (2024) • CISO (2025 – present) City of San José, CA • Deputy Director of Administration (2006) • Deputy Director of Integrated Waste Management (2006) City of San Marcos, TX • City Manager (2008) • Human Resources Director (2011) • Chief Building Official (2011) • HR Director (2025 – present) • City Marshal (2025 – present) City of Savannah, GA • City Manager (2010) City of Scottsdale, AZ • Police Technology Director (2009) City of Shawnee, OK • City Manager (2015) 23 City of Springfield, MO • City Manager (2008) City of Sugar Land, TX • Assistant Director of Public Works – Utilities (2024) • Animal Services Manager (2025) City of Tacoma, WA • Assistant City Manager (2006) • Director of Finance (2007) • Director of Information Technology (2008) • Assistant Director of Finance (2009) City of Tamarac, FL • Fire Chief (2009) • Director of Community Development (2013) • Assistant City Manager (2017) • Public Services Director (2022) City of Taylor, TX • City Manager (2019) • Assistant City Manager (2024) • Chief Financial Officer (2024) • Downtown and Tourism Director (2025 – present) City of Thornton, CO • City Manager (2017) City of West Valley City, UT • City Manager (2023) City of Wichita Falls, TX • City Manager (2025) Incorporated Village of Garden City, NY • Village Administrator (2014) Town of Mooresville, NC • Town Manager (2023) • Parks and Recreation Director (2024) • Chief Employee Experience Officer (HR Director) (2025) • Assistant Director of Planning and Community Development (2025) • Public Services Director (2025) Town of Sunnyvale, TX • Director of Planning and Development Services (2023) Township of Derry, Hershey, PA • Township Manager (2018) Counties: County of Los Angeles, CA • Information Systems Manager (2007) • CIO-Los Angeles World Airport (2007) 24 City and County of Denver, CO • Independent Monitor (2021) City and County of Philadelphia, PA • Chief Information Officer (2000) • CIO-Philadelphia Free Library (2001) • CIO- Philadelphia Police Department (2006) Delaware County, PA • Executive Director (2020) • Health Department Director (2021) • Director of Purchasing (2021) • Diversity, Equity, and Inclusion Officer (2021) • Prison Warden (2021) • Director of Planning (2022) Laramie County, WY • Public Works Director (2014) Milwaukee County, WI • Director of Parks, Recreation & Culture (2013) Washtenaw County, MI • Community Development Director (2007) States: Commonwealth of Pennsylvania-Office of Administration • Chief Information Officer (2008) • Chief Technology Officer (2008) • Deputy Chief Information Officer (2008) State of Texas, Austin, TX • Director of Benefits - Employee Retirement System of Texas (2006) • CTO - Employee Retirement System of Texas (2005) • Chief Information Officer of DIR (2006) Education: Harrisburg University, Harrisburg, PA • Director of Learning Assessment (2009) • E-Business Program Director / Faculty (2008) • Learning Technologies Program Director / Faculty (2008) • CIS Program Director / Faculty (2007) • Biotechnology Professor (2008) • VP for Development (2005) • Director of Development (2007) • Controller (2006) • Network Administrator (2006) 25 Other: Rally Austin (previously Austin Economic Development Council - AEDC) • President/CEO (2021) Austin Transit Partnership • Director of Accounting (2022) • Chief Communications Officer (2022) • Chief of Engineering and Construction (2022) • Director of IT (2023) • CFO (2023) Brownsville, TX Public Utilities Board (PUB) • Water and Wastewater Division Manager (2024 – present) • Sr. Engineer (2024 – present) Central Texas Regional Mobility Authority (CTRMA) • Executive Director (2020) Centre County Recycling and Refuse Authority • Executive Director (2025 - present) Clarksville-Montgomery County EDC • President/CEO (2021) E-470 Public Highway Authority, Aurora, CO • Executive Director (2015; 2021) Housing Authority of the City of El Paso, TX • Chief Operating Officer (2010) International City/County Management Association (ICMA) • Chief Information Officer (2021) Minneapolis Parks and Recreation Board, MN • Assistant Superintendent of Planning (2011) • Assistant Superintendent of Recreation (2012) • Deputy Superintendent (2012) • Assistant Superintendent of Environmental Stewardship (2012) • Director of Park Safety and Security (2013) • Human Resources Manager (2013) North Texas Municipal Water District (NTMWD) • Water System Manager (2018; 2022) Pflugerville Community Development Corporation (CDC) • Executive Director (2024) Roanoke Redevelopment and Housing Authority • Executive Director (2006) Round Rock Chamber of Commerce, TX • President/Chief Executive Officer (2014) San Antonio Water System (SAWS) • Chief Information Officer (2016) • Sr. Vice President / Chief Operating Officer (2022) 26 South Central Solid Waste Authority, Las Cruces, NM • Director (2024 - present) Valley Regional Transit, ID • Executive Director (2022) Williamson-Burnet County Opportunities, Inc. (WBCO) • Executive Director (2013) 27 Thank you for the opportunity to submit this proposal. We look forward to assisting you with your executive search needs! 1 MEA Pitch Deck Named to 2021, 2022, & 2023 Forbes List of Best Executive Search Firms in America Consulting: •Chief Talent Officer •Talent Acquisition •Talent Development •Executive Recruitment •Employer Branding •Strategic Consulting •Executive Coaching •HR Outsourcing Industrial & Organizational Consulting •Nudge Theory •Culture •Talent Philosophy •Leadership Development •Organizational Development •Talent Management Executive Search •Public Sector •Technology •Education •Healthcare •Transit & Transportation •Architecture •Construction •Finance •Human Resources •Insurance •Public Works •Aerospace/Engineering 2 MEA Pitch Deck Your Talent Advantage Mackenzie Eason is a consulting and executive search firm focused on Talent Acquisition,Development,Culture, Leadership,and Executive Search.Founded in 2004,we’ve conducted over 500 executive searches from Director to CEO level.We pride ourselves on being a boutique search firm with global capabilities.Our approach is driven by science and research above all. 3 MEA Pitch Deck Our Purpose Our purpose is to make our clients better through their people. We know that no matter if it’s hiring, growing, or developing leaders… People are the most significant factor in every organization’s success. Our “Why” Our strength relies on our process in reaching the top candidates, no matter the industry, and our ability to help facilitate seamless interviews that find the right candidate. We are driven to go beyond the traditional search model that just delivers active candidates, but rather use a targeted approach to provide a slate of passive, top tier diverse candidates. Talent Acquisition is no longer just about finding talent -- but finding the Best Talent that fits within an organization’s unique Culture, Core Values, and Vision. 4 MEA Pitch Deck Why Pick Our Team? •Our Strategy in the Research Phase •Our Network and ability to reach top Passive Candidates. •Our Process & Consultative Approach •Our Breadth of Candidates Specifications Sp e c i f i c a t i o n t o p r o d u c e le a d e r s a t m y c o m p a n y 20 1 3 5’ 8 ” 5’11” What is the plan for effectively interviewing and choosing the right candidate? Our Scientific Interview Methods Identifying the quality and quantity of Raw Materials? Your ‘Hiring Traits” What are the specifications for the talent you need for a leader? Identifying a Prototype candidate. Raw Materials DistributionProduction Process What is the plan for effectively identifying and converting candidates? Networking, Active Outreach to Passive candidates, and Direct Marketing. Understanding What Candidates Are Looking For in a Company Great company (brand) Comp & lifestyle (cost) •Differentiated compensation •High total compensation •Location & lifestyle •Values & culture •Exciting challenges •Strong performance •Talented & fun teammates •Well managed •Industry leader •Good at development •Freedom & autonomy •Exciting challenges •Career growth & advancement *Adapted from McKinsey & Co. War for Talent Study Great jobs (products) 6 MEA Pitch Deck Follow the Science We are a 21st century talent firm that utilizes data analytics, Industrial & Organizational Psychology, and science & research to develop our search model. At Mackenzie Eason, science and research drive our beliefs, represented in our Executive Search process and practices. Science says that “Person-environment fit” is a very well- established concept; it creates increased commitment, which means higher individual performance, and higher satisfaction,which means turnover is less likely. Quality fit creates a 125% productivity gain for clients. This is the Mackenzie Eason difference. Person-Environment Fit How to Assess and Score Candidates 7 MEA Pitch Deck CULTURE | CORE VALUES | VISIONGreat Leaders Share Similar Backgrounds Aligns with and enhances the Culture of your team and organization Ability and willingness to learn from past experiences and mistakes, develops a narrative identity Possesses emotional intelligence, soft skills, communication of vision and how to get there Breadth and Depth of experiences-variety, adversity, intensity, diversity, strategy, and vision Possesses the necessary intellect, personality, and motivations-Self-Efficacy, Locus of Control, Resilience, Driven CULTU RE SELF- AWARENESS CULTURE SELF- AWARENESS LEADERSHIP BEHAVIOR EXPERIENCE RAW MATERIALS 8 MEA Pitch Deck What Does “Fit” look Like? “I have trained my life to fly a 747. That is way different than piloting a two-prop engine plane.” -Ginni Rometty, Chairwoman, Former CEO, IBM (WSJ, 4/21/15) 9 MEA Pitch Deck 10 MEA Pitch Deck 11 MEA Pitch Deck Follow-up We are not a “set it and forget it” search firm. We will guarantee the candidate's placement for eighteen months from the start date, and continually ensure a smooth transition to employee. Candidate Selection We work with you on a list of finalists, and we handle all the logistics of getting those finalists to you, plus interview prep, negotiations, and more. Search Execution Thoroughly interview and vet each candidate using In-depth behavioral, psychological, topgrading interview techniques, and using a variety of validated assessments in determining the best candidates. Targeting Proprietary databases, our network, research, passive candidate outreach, and more. We meet to understand culture, parameters, skills needed, where your organization is headed, and previous successes & failures in the role. Due Diligence How we work Day 1 Day 90Day 30 Day 60 Day 120 12 MEA Pitch Deck Results 99% Retention rate in the first year 92% retention rate of candidates placed are still with the client after five years 86% retention rate of candidates placed are still with the client after seven years 13 MEA Pitch Deck Our Differentiators ▪Everything we do is rooted in science and best practices ▪Our Process was built using regression analysis to build a hiring process using validated techniques to give clients a 75% probability of hiring the right candidate ▪Global reach, boutique service ▪We contact passive candidates, which gets you a higher quality of finalists ▪We guide your team every step of the way including interview prep, negotiations, and more ▪We are consultants, not just headhunters. Our job is to use our consulting to find the best fit ▪We use a variety of validated assessments to evaluate the candidate beyond their resume and the interview ▪24/7 access to your project through our client database to view candidates, progress, and notes ▪Comprehensive Digital Prospectus website that details the opportunity, the organization, the city, and benefits 1 City of Anna City Manager Search Proposal Mackenzie Eason & Associates 2459 Forest Park Blvd., #230 Fort Worth TX 76110 817-922-9152 Darren George dgeorge@mackenzieeason.com FORBES Top Executive Search Firms 2021, 2022, and 2023 2 A statement of qualifications, history and experience of the firm. Founded in 2004, Mackenzie Eason is a national Executive Search and Consulting Firm dedicated to science-based recruitment methods, talent development, culture, performance management, and leadership. We have completed over 500 executive-level searches—including CEOs, City Managers, and Directors—across public, private, and nonprofit sectors. Our five-person team has more than 70 years of combined expertise in executive search and strategic HR consulting. We have significant experience with municipalities and county governments, helping them build high-performing teams that serve their communities effectively. Thanks to our research- driven methods and innovative solutions, we have been recognized in Forbes’s list of Top Executive Search firms (2021–2023) as the sole public sector-focused firm. Central to our philosophy is matching candidates to the client’s Culture, Core Values, and Vision. Research shows that strong “person-environment fit” improves commitment, performance, and retention. We also know the best talent can still fail without the right environment, so we look beyond résumés to ensure the ideal culture and role alignment. As a boutique firm, we typically handle fewer than 25 searches annually, allowing for personalized, in- depth attention. Our clients span large and small municipalities, including the City of Fort Worth, City of Oklahoma City, City of Waco, City & County of Denver, and Miami-Dade County, among others. Our private sector engagements include Aetna, Danaher, and numerous companies in finance, transit, construction, architecture, and advertising. We have successfully placed roles ranging from City Manager to department heads in police, fire, water, public works, transit, community services, and more. We are a 21st-century talent firm employing data analytics, industrial-organizational psychology, and comprehensive research to attract top candidates nationwide. Through proactive outreach, a vast network, and effective marketing, we identify active and passive prospects who align with your goals and compensation framework. Our partnership with City Compensation gives us unique salary data and helps ensure competitive offers. Clients consistently choose our firm because: 1. We pursue passive candidates, rather than relying solely on applicants who actively apply. 2. We apply industrial-organizational psychology to reduce bias and pinpoint the best cultural fit. 3. We maintain a robust nationwide salary database for accurate, market-based compensation strategies. We are committed to providing the services proposed and certify that all statements and information prepared and submitted in the response to this solicitation are current, complete, and accurate, and that the proposed solution for the project meets all the requirements of this solicitation. Mackenzie Eason is committed to helping our clients thrive through their people, and we look forward to the opportunity to meet your executive search needs. 3 Our team at Mackenzie Eason will be your first-class consultant for all work on the project if we are selected for this search. Darren George, our Chief Talent Officer, will be the leading partner working on this search and the authorized representative for the firm to execute any agreements. We hope to continue to have the opportunity to work with you. Sincerely, Darren George, CPC, SPHR Chief Talent Officer Mackenzie Eason & Associates 2459 Forest Park Blvd Fort Worth, TX 76110 817-668-5870 Direct 817-917-4064 Cell 888-596-7943 Fax dgeorge@mackenzieeason.com www.mackenzieeason.com Company Profile: Our Philosophy & History Our Philosophy is to build a relationship with our clients to fulfill our ultimate goal, which is to make a significant impact in each community and with each client we work with by seeking out and delivering the best talent in the market. We take significant pride in finding the best talent that is the right fit for the client and community. The Mackenzie Eason Difference: Search is a Strategy Our partners have been involved in over 500 executive searches at the Director to C-Suite level over the past 20 years. We are recognized as experts in Talent Acquisition, Development, and Culture. We have developed proprietary processes for Mackenzie Eason's executive search practice based on research and science that help clients find the right candidate for the role and remove as much bias as possible in the interview process. Our love of giving back to the community led to working with municipal governments. If an organization hires great people, develops great people, and retains great people, the entire community benefits. We have consulted and completed searches for private sector clients, public sector clients in municipalities, counties, and states nationwide, as well as non-profits, and we have developed an extensive network that helps develop a slate of top-tier candidates. We have an extensive background in executive search with clients across the United States. We have worked with clients across Texas, Colorado, Oklahoma, Ohio, Florida, Louisiana, and California, to name 4 a few. As a result, we have developed connections across the United States and are adept at finding the best talent in the market through a research and active outreach model. Our search efforts have resulted in diverse candidate pools with multiple A-Players that clients have wanted to hire. We employ an active outreach model based on reaching out to every candidate we identify through our customized strategy and research process. The communications cadence is phone and email. Research has consistently found that the best candidates in the market are traditionally not actively looking and will only passively look if contacted about a great opportunity. Many firms advertise as having an active outreach model, but their active outreach is typically limited to email and newsletters and relies on applications only. Deleting an email about an opportunity is easy; however, actively reaching out via phone and through network referrals leads to conversations to "sell" the role, organization, and the community which garners interest and allows us to recruit passive candidates more effectively. Speaking to people directly results in a much higher percentage of positive responses from top-tier candidates. The key components we utilize to identify proficient leaders and qualify candidates include a series of rigorous interviews, background screening, and assessments to determine if they fit the organization's Culture, Core Values, and Vision. Our executive searches are focused nationwide through various strategic marketing initiatives to recruit the most talented and qualified candidates from around the country. Research shows, and in our experience, that the best candidates are actively recruited from their current roles. We know that a small percentage of candidates who apply could be your next hire, so it is imperative also to advertise and market your opportunity to get the word out about it. In addition to distributing the position on nationally recognized job posting websites, we also distribute the opportunity to our extensive database and post it on reputable and relevant industry associations and agencies’ websites that target their membership via emails, newsletters, and social media. Mackenzie Eason has an applicant tracking system that connects with all major recruitment sites and allows us to connect, track, and communicate with candidates. Our applicant tracking system also allows us to gather EEOC data for each applicant. Each of our partners is certified in EEOC policy as a Certified Personnel Consultant to understand Mackenzie Eason's and our client's legal implications in recruitment. We partner with our clients to thoroughly understand their culture and organizational vision from the onset of the engagement, tailoring the search to identify candidates that will fit seamlessly into an organization and ensure long-term success. We know clients rely on us for our extensive network, unparalleled industry knowledge, proven results, and our complete understanding of their needs. Cultivating our client relationships elevates the level of service we bring to each engagement. We can do this through transparency and multiple communication channels and by spending time upfront in face- to-face meetings to understand the client. Additionally, we pride ourselves in truly partnering with our clients and providing advice and consulting that goes far beyond the value of an executive search. The first phase of our model is the due diligence phase. If possible, we meet with our clients and all stakeholders face-to-face, otherwise via video, to gather information on the organization, the vision, the culture, and the specific details about the search and to explore the community. If needed, we can gather community input for the role via meetings, surveys, and community forums. As part of this process, we have developed something only used at Mackenzie Eason called the Litmus Test Hiring Traits. This technique was created to go beyond the job description to help our clients and help us understand the nuances of the candidate that will be the best fit for now and the future. We lead each client through this exercise at the beginning of each search. We use this throughout the process to 5 ascertain if a candidate is a fit to move forward, develop questions for the final interviews, and gauge if the candidate is the right fit or just 'likable.' This process is beneficial because while the job description might not change, the nuances of what is needed in the future candidate and role often do change. Next, we use the client’s input to develop a model profile and set of traits of the ideal candidate. We use this profile to target industries and potential candidates in our research phase. In this phase, we research candidates based on their backgrounds, experiences, skill sets, and successes, importing them into our database to track our correspondence throughout the process. Mackenzie Eason has a long-standing partnership with a nationally renowned advertising agency to advise us on the best methods for marketing and advertising. We know it is vital that candidates from around the country understand why they would want to work and live there. We are the only firm that develops an interactive 'brochure' or digital prospectus for your search, which is a unique website dedicated to your search that goes over the opportunity, the challenges, living in Anna, and the benefits. We live in a visual society where everything is available on our phones and laptops. Sending over a brochure that is a PDF does not sell your opportunity; however, building an interactive website that includes video and pictures does a much better job. One key difference is our ability to truly market the role and the City through our unique ‘Digital Prospectus’. Our digital prospectus ensures that candidates and their spouses understand your organization, the role, the culture, why the opportunity is vacant, potential issues, and information about the City, community, and the organization's benefits package. We successfully do this by building a 'Digital Prospectus' that is a unique URL for your search that includes all this information. A sample digital prospectus websites can be found at: www.meaopportunity.com During the search execution phase, we actively reach out to our network, targeting those candidates from our research, contacting candidates already in our database, and marketing the opportunity through job postings, industry associations, social media, and our network. Through a series of biographical interviews using the top-grading technique, we gauge a candidate's experiences and skillset, identify patterns or red flags, and understand their core values and motivations that developed throughout their lives to truly understand a candidate's thought process, or the "why," throughout their life. Additionally, we measure a candidate's soft skills and self-awareness through this psychological interviewing technique. We developed a Leadership Scorecard, the model we evaluate all candidates with for your search. We specifically target these during the interview process to gauge their leadership effectiveness. 6 Figure 1-Leadership Scorecard We utilize various assessments on the final pool of candidates; DISC (behavior), a Motivators assessment, the Big Five Personality test, and a Cognitive I.Q. assessment related to job analysis. We use these assessments during the interview process to develop questions around the candidate's unique strengths and weaknesses. Mackenzie Eason will help you design an interview that integrates best practices into your organization's current process and ensures you’ll hire based on fit versus likability. Certain people are natural extroverts and interview better than others, but this does not predict fit or success within a role. Science shows that the top three things that give you the highest percentage of finding the right fit are a structured interview process, utilizing various assessments that indicate personality, motivators, behavior, and I.Q., and assessing candidates through case studies and work scenarios. Once we have identified qualified candidates, we deliver a packet on each candidate that includes their detailed biography, resume/C.V., and assessments. Next, we schedule a convenient time with the hiring manager or committee to review the candidates and guide them through evaluating which ones to move forward with for interviews. We then handle all logistics in setting up the interview schedule, the interview questions and rating sheets, any travel logistics or scheduling of a video platform, and then sit through interviews with the hiring committee. Finally, after the various interviews have been completed, we facilitate discussions amongst the hiring committee to choose the right candidate and successfully negotiate a fair offer for both parties. In our quest to continue to innovate and strive to produce results for our clients, we realize that open, transparent communication throughout the search process is integral to a modern, successful search process. Therefore, we share a secure online portal that allows 24/7 communication and oversight with the designated contact. The portal includes the candidates' resumes/ curriculum vitae, personal 7 information, previous and current job experience, education, internal notes, and assessment documents available for the hiring manager to view. This allows seamless communication between our firm and you, the client. The hiring manager can see where we are with candidates at any time and write notes or questions, so there is no confusion during the process. You can see how many candidates have been interviewed, are interested, have declined, and have thoughts on each candidate. Additionally, we conduct regular check-ins with the client to give feedback, inform them of our progress, and update them on any roadblocks. We understand that a lack of transparent communication is the most frustrating thing when working with search firms, and we strive to ensure that it will never be an issue. Additionally, we stand behind our work. We will guarantee the candidate's placement for eighteen months from the start date. If the candidate leaves for any reason or is discharged, then Mackenzie Eason will re-do the search at no additional search fees. 8 Recruitment Approach & Methodology Process & Timeline Our standard process allows you to interview a slate of candidates and select a candidate typically within 90 days. Mackenzie Eason can develop a variety of stakeholder meetings and input to include internal department(s), public community engagement, and key stakeholders/business leaders. We have developed unique stakeholder meetings that included surveys, public meetings with questions, and meetings with business leaders and stakeholders. I. Week 1: Due Diligence · Conduct Interviews of the designated Hiring Manager, Executives & Key Leaders, and/or Board/Council to determine parameters, culture, internal & external politics, and overall direction for the search. · To begin each engagement, we develop a comprehensive executive assessment for the client that leads to a highly customized strategy for search execution. In addition to examining specific client needs, our Partners also thoroughly analyze market and compensation trends and create an industry-specific candidate profile. We are also committed to providing our clients with a diverse range of qualified candidates, incorporating each client's diversity and inclusion initiatives directly into our strategic plan. · We utilize the strategy in the due diligence step to develop with the client the character traits and skillsets needed to help us develop a profile of the perfect candidate. We use this profile to target industries and candidates in our research phase. · Provide Consultant Feedback on differences of opinion garnered from interviews and suggest final parameters for the most successful search process. Address any potential roadblocks, politics, and expectations for search firm and hiring manager. · Set Timelines, establish clear communication channels, and finalize the profile of the candidate · Develop a Custom Digital Prospectus for potential candidates combining information on the Community, History of the Organization, Profile of the Candidate, Vision, Goals of the Organization and Role, Issues the candidate will encounter, and basic Compensation and Benefits package that is easily shared with candidates via a unique URL website (Example can be reviewed here: www.meaposition.com) II. Week 2: Targeted Approach · Once the executive assessment stage has been completed, we move into the research phase, where we conduct exhaustive research, with each search typically spending 25 to 30 hours per engagement. Our firm has access to leading proprietary databases and services that allow us to extend our search well beyond even the largest personal network and provide clients with a more global reach, as well as a highly diverse talent pool. 9 · Beyond our targeted research and active outreach to individual candidates, we also utilize our own Applicant Tracking System to promote the job nationally via every major job board, such as Indeed, ZipRecruiter, and LinkedIn, posted on over 25 local and national job boards, as well any industry-specific boards. III. Week 3-8: Search Execution · Contact each candidate individually, set up a time to pitch position, and gauge interest level. · Review all candidates who have applied via our ATS (Applicant Tracking System) and move candidates through the pipeline who are qualified. · Our partners conduct an in-depth assessment of each candidate and pre-reference screening. Based on client feedback on this first round of candidates, the selection process can then be further refined. · Thoroughly interview and vet each candidate using In-depth behavioral, psychological and Topgrading interview techniques. Conduct both formal and backdoor background checks, and provide written notes and summaries of candidates for client updates. · Exclusive to our Executive Search, clients will have access to our proprietary database to follow along with your search 24/7. · Mackenzie Eason Clients will be delivered extremely qualified, vetted, and referenced candidates based on the profile and strategy developed by MEA. Provide a final list of top candidates to the hiring manager and present the strengths and weaknesses of each candidate along with the commitment level of each candidate. (Week 10- 12) · The number of weeks varies until a successful slate of candidates is ready. IV. Week 8-12 : Candidate Selection · Final Candidate Selection is based on our rigorous interviewing, assessment testing, and background reference checking. · Consult with hiring manager to narrow down candidates to finalists. · Prepare initial interviews with candidates and designate a hiring committee; typically conducted via conference call/video interview for the first round of interviews. Provide direction, if needed, to hiring committee on interview techniques, questions, and strategy. (Week 8-12) · Prepare Itineraries for Finalists, book travel arrangements, and prepare hiring committee for final interviews. Schedule itinerary to include a community tour, meet with Key Leaders in the community, dinners, and interviews. · Mackenzie Eason helps to design a comprehensive interview process built around the needs of the client and using best practices to find the candidate that is the best fit for the organization. 10 A partner can be made available to assist in final client interviews on-site to provide feedback on each finalist and help guide the interview process. · Once an ideal candidate is selected, our partners work closely with the client throughout the referencing and negotiation process to help ensure a smooth transition from prospective candidate to employee. V. Follow Up · The partners at MEA know that our responsibility to our clients does not stop with the placement of a candidate – it extends to the impact of the selected candidate on the overall organization. Not only does our due diligence upfront help to ensure the placement of a candidate that will succeed within the organizational culture and structure, but we also continue our consultative services post-placement to ensure the successful integration of the candidate and a positive impact on the organization. Deliverables 1. Litmus Test Hiring Traits Document o A clear, stakeholder-driven outline of the skills, attributes, and cultural fit factors essential for the role. 2. Customized Candidate Profile & Model o A written summary capturing the role’s key requirements, preferred experience, leadership traits, and success factors. 3. Digital Prospectus (Interactive Microsite) o A unique URL showcasing the organization, community, role details, and benefits to attract and inform potential candidates. 4. Weekly (or Agreed-Upon) Status Updates o Ongoing communication summarizing research findings, outreach progress, candidate pipeline, and any challenges or timeline adjustments. 5. Secure Online Portal Access o A real-time, web-based platform for reviewing candidate résumés, interview notes, references, assessments, and status updates. 6. Candidate Shortlists & Presentation Packets o Comprehensive profiles (résumés, interview summaries, assessment results) for each shortlisted candidate. 7. Interview Materials & Coordination o Structured interview questionnaires, rating sheets, and logistical support to streamline the interview process. 8. Assessment & Leadership Scorecard Results o Consolidated data and analyses from psychological and cognitive assessments, mapped against the role’s competencies. 9. Offer & Negotiation Strategy 11 o Detailed compensation recommendations using market data, as well as certified negotiation support to finalize a win-win agreement. 10. Post-Hire Follow-Up • Scheduled check-ins with both the client and the newly placed executive to ensure a smooth integration into the organization. Recruitment Timeline: We can proceed immediately upon the approval of an agreement. We would be able to meet with the hiring Manager and stakeholders and begin preparing a strategic approach, identifying the prototype candidate, and beginning research and search execution. We expect to complete the search in less than 90 days, with interviews completed and a candidate placed. Scope of Work: Mackenzie Eason would work with the City Council to develop the parameters, job description, and opportunity description and provide information about compensation parameters in the market. We will then use this information to create the hiring traits that we will use to guide us through the search process. We will use these hiring traits to develop a strategic marketing approach for the candidates. We will market the role while also conducting research and targeting through active outreach through direct calls, emails, and LinkedIn. Additionally, we will post on our Applicant Tracking System, which is distributed to all major job boards, including LinkedIn, Monster, Indeed, etc., and through niche industry sites like ICMA and TML. We will go through a rigorous process to vet all candidates and provide a narrowed-down list of candidates that are qualified and fit the hiring traits that meet the stated criteria for the search. We provide detailed packets that go over a candidate's entire life and career, showing their patterns, habits, skillset, and why they have chosen to do the things throughout their life. We provide assessments that delve further into a candidate's personality, IQ, motivators, and behavior. We then facilitate all interviews and logistics and prepare questions and a final case study. Finally, we provide feedback on all finalists and help with negotiations once a candidate is chosen to make an offer. We conduct media, reference, and executive-level background checks to ensure you are hiring the right person and there are no concerns about something from their past. We have extensive experience working in the DFW area, as we are a local firm based in Fort Worth. We have also worked extensively with cities across DFW, Texas, and the nation similar in size and growth to Anna. 12 Scope of Work Details 1. Project Initiation & Due Diligence o Conduct in-person or virtual meetings with key stakeholders to understand organizational culture, vision, and role requirements. o Develop “Litmus Test Hiring Traits” to capture essential qualities and future needs beyond the standard job description. o Outline project timelines and establish communication protocols. 2. Candidate Profile & Research Phase o Create a detailed model profile of the ideal candidate based on stakeholder input. o Utilize proprietary databases, network referrals, and market research to identify high- potential candidates nationwide. o Incorporate client branding, culture, and job specifics into all marketing and outreach materials. 3. Active Outreach & Candidate Attraction o Execute an active outreach strategy that includes direct phone calls, email follow-ups, and personal introductions. o Develop a customized “Digital Prospectus,” an interactive microsite presenting the organization, role, and community to prospective candidates. o Advertise the position across major job boards, industry associations, and relevant professional channels. 4. Candidate Screening & Assessment o Conduct rigorous Topgrading-style biographical interviews to evaluate each candidate’s background, motivations, and potential red flags. o Administer Myers-Briggs, DISC, Motivators, Big Five Personality, and cognitive assessments to gather comprehensive insights into each candidate’s strengths and weaknesses. o Compare results to the proprietary Leadership Scorecard, ensuring a consistent, data- driven process for candidate evaluation. 5. Candidate Presentation & Interview Coordination o Present a curated list of top candidates with résumés, assessment results, and biographical summaries. o Arrange interview logistics (in person or virtual), including scheduling, travel, and interview materials (questions, rating sheets). o Guide hiring managers or committees through structured interviews, reducing bias and clarifying key decision factors. 6. Final Selection, Offer, & Onboarding Support o Provide advice on referencing and due diligence for final candidates. o Partner with City Compensation (or other compensation data providers) to develop fair and competitive offers. o Facilitate negotiations and support the final onboarding process to ensure a smooth transition for both parties. 7. Project Management & Communication o Maintain open lines of communication through regular update calls or meetings. o Offer 24/7 access to a secure online portal where stakeholders can view candidate documents, notes, and status updates in real time. o Provide post-hire follow-up to confirm both client and candidate satisfaction and address any final needs. 13 Project/Recruiting Team: Darren George- Chief Talent Officer & Primary Partner for Search Process- Involved in all aspects of search process from Consulting, Strategy, Research, Search Execution, Client Communication, Interviews, and Negotiations. Darren has spent twenty years focusing on culture, talent acquisition, talent development, organizational leadership, and organizational change in Human Resources. Darren has worked with Fortune 50 companies and large public sector clients that include Higher Education, K-12 Education, Municipalities and County governments across the United States. Darren’s clients include Aetna, Northbay Healthcare, Teletrac, US Dermatology, Samsung, City of Fort Worth, TCU, FWISD, City & County of Denver, Oklahoma City, BOKA Powell, Schaefer Advertising, and Miami-Dade County to name a few. Darren is the Chief Talent Officer and founder of Mackenzie Eason, an executive search and consulting firm, and founder of Talent Metrics, an AI cloud-based software that measures an organization’s culture and provides actionable intelligence for executives on how to build a strong culture to improve revenue, retention, and productivity. Darren is an organizational change agent concentrating on best practices, efficiencies, and transformation. Darren’s deeply held philosophy is that all great organizations develop and implement a talent strategy as a key resource just as they do their business strategy and financial capital. His motivation is to fundamentally change how organizations do business by building a strong culture around an organization’s talent to produce unparalleled operational and financial results. Darren is a frequent industry-expert media contributor and speaker. His work success and community activities earned him recognition as a top 40 Under 40 area executive and the 2018 Neighbor of the Year for the City of Fort Worth. In 2019, Darren co-authored Broken Handoff- Saving Your Assets, a breakthrough book with transparent insights into mergers and acquisitions and the effects on culture and talent that was published by Brown Books Publishing. In 2020 and 2021, Darren was chosen as one of the Top 400 Influential Executives by FW Inc Magazine for his work in business, philanthropy, and the community. Mackenzie Eason was chosen as a Forbes Top 100 Executive Search Firm in 2021 and 2022. Darren holds a Master in Liberal Arts in Industrial & Organizational Psychology from Harvard University, along with a Bachelor of Business Administration from the University of Texas at Arlington. He also completed executive programs at the Talent Management Institute at the University of North Carolina at Chapel Hill, the Entrepreneurial Studies Executive Course at London Business School, and the Howard University Sherpa Executive Coaching course. Darren will be the primary Partner who will lead the execution of this search. Darren is extensively familiar with Fort Worth, DFW, and Texas, having grown up here and still resides in the heart of Fort Worth. Darren also has deep connections throughout the Fort Worth area with City and Business Leaders from his work with various organizations and clients throughout Texas. 14 Dan Jones- Consulting Partner- Involved with Search Execution Dan is an accomplished executive with over 30 years of experience in human resources, talent acquisition, executive search, distribution, and operations management within the machinery, food, and beverage, and recreational vehicles industries. His career experience spans over three decades with four Fortune 1000 firms: Kubota Tractor Corporation, Fresh Start Bakeries, Fleetwood Enterprises Inc., and Miller Brewing Company. Dan retired from Kubota Tractor Corporation in November of 2020, where he previously served as Vice President of Administration. In this role, he maintained oversight of Kubota’s human resources, legal, risk management, public relations, and administration departments. After retiring, he fulfilled a 10-month consulting assignment where he served as interim Senior Vice President of Human Resources for ProFrac Holding Corporation, a $4b Energy Services Organization. He has an extensive background in mergers and acquisitions, developing teams and leaders, organizational design, succession management, strategic planning, human capital development, policies and procedures, employment litigation, and senior-level recruitment. Dan's unique selling proposition in his executive recruiting is his ability to empower organizations by placing top-tier candidates. These candidates are carefully selected to immediately add value and contribute to the ongoing success of the company, setting his services apart in the industry. Dan has a B.A. in Business Administration and Leadership from Concordia University and is a former member of the Legislative Advisory Council with the City of Grapevine and a Board Advisory Member with the Dallas Regional Chamber. He currently serves as an Advisory Member of YTexas. Dan has recruited across the public and private sector including HR, Finance, Executive Leadership, Public Works, Legal, Economic Development, and Utilities to name a few. Elizabeth Johnson- Search Consultant- Involved with Research, Search Execution, Logistics, and Client Communication Elizabeth grew up just outside the Dallas-Fort Worth Metroplex and developed an early passion for business and finance. She attended Texas Christian University (TCU), where she excelled as a double major in Accounting and Finance. Following graduation, Elizabeth built a solid foundation in sales, further strengthening her client-focused acumen and commitment to driving organizational growth. Prior to joining Mackenzie Eason & Associates, Elizabeth served as a Private Equity Coordinator with LKCM Headwater Investments. In this role, she supported the Managing Partners, managed Investor Relations, and led all executive search engagements with outside search firms for the firm’s portfolio companies. She also took charge of planning and executing investor, limited partner, and general partner events, ensuring seamless communication and engagement across all stakeholder groups. Before that, Elizabeth worked as an Equity Research and Trading Associate, conducting in-depth research and analysis on prospective and active portfolio deals. 15 Elizabeth has been involved in a variety of private and public sector searches at both the executive and managerial levels. Her diverse background—spanning finance, accounting, private equity, and sales—uniquely positions her to understand the broader business needs of clients and to deliver superior talent solutions. As a Search Consultant at Mackenzie Eason & Associates, Elizabeth brings her analytical rigor, relationship-building skills, and commitment to excellence to each client engagement. She is dedicated to identifying, placing, and developing leaders who align with organizational culture and strategic priorities, ultimately helping drive meaningful transformation and long-term success for her clients. References: Kenton Tsoodle, CEO Alliance for Economic Development of Oklahoma City kenton.tsoodle@theallianceokc.org (405) 297-2802 Bradley Ford, City Manager City of Waco, TX bradleyf@wacotx.gov 254-750-5640 Chuck Wemple, Executive Director Houston-Galveston Area Council charles.wemple@h-gac.com 713-993-4514 Craig Freeman, City Manager City of Oklahoma City craig.freeman@okc.gov 405-297-2345 Cathy O’Connor, Board Chair Oklahoma City Innovation District cathy@coaligngroup.com 405-590-7161 Chandler Merritt, County Administrator Tarrant County cmmerritt@tarrantcountytx.gov (817) 884-1100 Mattie Parker, Mayor City of Fort Worth mayormattie@fortworthtexas.gov mattie.parker@fortworthtexas.gov 817-392-6064 16 Cost and Guarantee Our standard fee is 25%; however, for Public Sector clients, we offer a discounted fee of 23%. We would cap fees on this search at $35,000. These fees exclude travel for the candidate and consultants, specialized advertising, and executive-level background checks. Fees are calculated based on the total annual compensation package, which includes the base salary plus any expected additional first-year compensation factors. We require a one-third retainer to launch the search. Upon presentation of candidates, we will bill for a second one-third retainer payment, with the balance due on the date that one of the candidates successfully signs the contract. This includes all search fees, all consulting costs associated with the search, and the partners’ time spent facilitating the final interviews with candidates. We guarantee the placement for 18 months and will continue the search until a placement is finalized. If the candidate leaves within 18 months, we will conduct a new search at no additional search fees. Unique Qualifications: Certifications & Recognitions • Forbes Best Executive Search Firms (2021, 2022, 2023): Mackenzie Eason is the only public- sector-focused executive search firm honored in consecutive years, underscoring our standing as a top innovator in the industry. Innovations & Differentiators 1. Active Outreach Model: o Unlike firms that rely on email blasts or newsletter campaigns, we proactively call and network to engage both active and passive candidates. This phone-focused strategy fosters real conversations, “selling” the organization, role, and community to the best talent who may not otherwise apply. 2. Digital Prospectus (Interactive ‘Brochure’): o We create a dedicated microsite for each search, providing in-depth information about the position, organizational culture, and local community. Video, photos, and an interactive format better “sell” the opportunity than a static PDF, allowing candidates— and their families—to explore in detail. 3. Science-Based Interview Techniques: o Everything we do is rooted in Industrial & Organizational Psychology. Our team employs regression analysis to build a validated hiring process, increasing the likelihood of selecting the right candidate by up to 70%. o We apply the Topgrading methodology, conducting multiple biographical interviews to identify patterns, motivations, potential red flags, and a candidate’s long-term cultural fit. o Assessments used include Myers-Briggs, DISC, Motivators, Big Five Personality, and a Cognitive/IQ measure tailored to job requirements. 4. Structured Interview & Leadership Scorecard: o Our proprietary Leadership Scorecard targets essential competencies and leadership traits, ensuring consistency and reduced bias. This approach aligns with research that a 17 structured interview process, supplemented by assessments and job-related scenarios, yields the highest accuracy in hiring. 5. Litmus Test Hiring Traits: o Unique to Mackenzie Eason, this exercise refines the “must-have” qualities, guiding the entire search from initial outreach to final interviews. It looks beyond standard job descriptions to capture what truly defines success in the role—both now and in the future. 6. Secure Online Portal: o We share a 24/7-accessible portal with the hiring manager or designated contact, offering real-time visibility into candidate résumés, interview notes, assessments, and status. This transparency streamlines communications, promotes accountability, and helps avoid confusion. Adherence to Best Practices & Technical Standards • By using validated psychological assessments, structured interview frameworks, and a data- driven outreach strategy, Mackenzie Eason aligns each project with industry best practices. • Our process consistently generates diverse, highly qualified candidate pools, empowering clients to make informed, long-term hiring decisions. Similar Recruitments & Recent Placements • Executive Director- Edmond Economic Development Authority • Chief Transportation Officer- Houston- Galveston Area Council • Chief Urban Design Officer- City and County of Denver- Community Planning and Development Department • Director of Planning & Development- City of Fort Worth • President & CEO- Oklahoma City Innovation District • Executive Director- Riversport Foundation • City Manager- Highlands Ranch Metro District • Assistant City Manager- City of Waco • Director of CIP- City of Irving • Assistant City Manager & Chief Financial Officer- City of Waco • Public Works Director- City of Oklahoma City • CIP Engineering Manager- City of Waco • Senior Development Review Engineer- City of Waco • Tarrant County Administrator (County Chief Executive Officer)- Tarrant County, Texas • Deputy Director- Public Works- City of Little Rock • Deputy Director Public Works & Utilities- City of Littleton • City Engineer- City and County of Denver- Department of Transportation, Infrastructure • City Attorney- City of Waco • Chief Appraiser & CEO- Tarrant Appraisal District • Budget and Capital Finance Director- City and County of Denver • Destination Development Officer (CEO)- Visit Waco Convention & Visitors Bureau • Chief Appraiser & Executive Director- Tarrant Appraisal District • Deputy Bond Manager- City and County of Denver • Chief Financial Officer- City of Little Rock 18 • Chief Human Resources Officer- City of Oklahoma • Assistant Director of Capital Improvement Program-City of Irving • Transit Director- City and County of Denver- Department of Transportation, Infrastructure, & Transit • Chief Financial Officer- City and County of Denver-Department of Transportation, Infrastructure, & Transit • Director of Solid Waste Management- City and County of Denver • COO & Deputy Director Chief Transit Officer- Miami-Dade County DTPW • Chief Mobility & Innovation Officer- City of Fort Worth • Chief Financial Officer – City of Fort Worth • Diversity & Inclusion Officer- City of Fort Worth • Human Resources Director- City of Fort Worth • Independent Police Monitor- City of Fort Worth • Director of Neighborhood Services- City of Fort Worth • Director of Transportation & Public Works- City of Fort Worth • Assistant Director of Transportation & Public Works- City of Fort Worth • Fire Chief- City of Fort Worth • Library Director- City of Fort Worth Optional Services: Mackenzie Eason offers HR & Talent Consulting, Training, and Executive Coaching at an additional charge. Our standard rate is $250 per hour for public sector clients, with some special pricing for longer term engagements. PROPOSAL FOR EXECUTIVE RECRUITMENT SERVICES City Manager City of Anna, Texas July 1, 2025 This proposal is valid for 60 days Strategic Government Resources P.O. Box 1642, Keller, Texas 76244 Office: 817-337-8581 Aus n Holifield, Chief Opera ng Officer Aus nHolifield@GovernmentResource.com July 1, 2025 Hon. Mayor Pete Cain & City Council City of Anna, Texas Dear Mayor Cain & Council Members, Thank you for the opportunity to submit this proposal to assist the City of Anna in your recruitment for a City Manager. At SGR, we take pride in our unique ability to provide personalized and comprehensive recruitment services to meet your specific needs. We would like to highlight some key aspects that set SGR apart from other recruitment firms and enable us to reach the most extensive and diverse pool of applicants available: ●SGR is a recognized thought leader in local government management and is ac vely engaged in local government opera ons, issues, and best management prac ces. ●SGR has conducted execu ve recruitments for over 450 local government clients in 37 states, and we value the long-term rela onships we have developed with many of our clients who con nue to partner with us on future recruitment needs. ●We have a broad community of over 20,000 followers on LinkedIn, one pla orm we u lize to connect with a wide range of ac ve and passive candidates across the na on. ●Our Servant Leadership e-newsle er, with a subscriber base of over 35,000 in all 50 states, announces all SGR recruitments, further extending our reach. Your posi on will also be posted on SGR’s website and our Job Board. ● In addi on, SGR sends targeted emails to our opt-in Job Alert subscriber database including over 5,000 city & county management professionals. We are happy to provide references upon request. We are enthusias c about the prospect of conduc ng this recruitment for the City of Anna, and we are available to schedule a mee ng at your convenience to discuss further. Respec ully submi ed, Aus n Holifield, Chief Opera ng Officer Aus nHolifield@GovernmentResource.com PO Box 1642, Keller, TX 76244 817-337-8581 www.GovernmentResource.com Table of Contents 1. About SGR 2. SGR’s Unique Qualifica ons 3. DEI in Recruitments 4. Project Personnel 5. Approach and Methodology 6. Typical Timeline 7. Fee Proposal 8. Terms and Condi ons 9. Placement Guarantee 10. SGR Similar Recruitments 11. Sample Posi on Profile Brochure 12. Agreement for Execu ve Recruitment Services About SGR Strategic Government Resources, Inc. (SGR) exists to help local governments become more successful by recrui ng, assessing, and developing innova ve, collabora ve, and authen c leaders. SGR was incorporated in Texas in 2002 with the mission to facilitate innova ve leadership in local government. SGR is fully owned by former City Manager Ron Holifield, who spent two high-profile decades in city management and served as a City Manager in several ci es. SGR’s business model is truly unique. Although we are a private company, SGR operates like a local government associa on. Most of SGR’s principals are former local government officials, allowing SGR to bring a perspec ve and depth of local government exper se to every project that no other firm can match. SGR’s Core Values are Customer Service, Integrity, Philanthropy, Con nuous Improvement, Agility, Collabora on, Protec ng Rela onships, and the Golden Rule. SGR is a full-service firm, specializing in providing solu ons for local governments in the areas of recruitment and reten on, leadership development and training, innova on and future readiness, and everything in between. With 21 full- me employees, 27 recruiters, 18 facilitators, and mul ple consultants who func on as subject ma er experts on a variety of projects, SGR offers comprehensive exper se. The company operates as a fully remote organiza on, with team members located in Texas, Arizona, California, Colorado, Florida, Georgia, Maine, Montana, Nevada, New York, North Carolina, Ohio, Oklahoma, and South Carolina. View all SGR team members and their bios at: h ps://sgr.pub/MeetTeamSGR 1 SGR’s Unique Qualifica ons Extensive Network of Prospects SGR is intent on being a leader in execu ve recruitment and firmly believes in the importance of proac vely building a workforce that reflects the diversity of the communi es we serve. We leverage an extensive and diverse network to reach poten al applicants. ● Your posi on will be announced in SGR’s Servant Leadership e-newsle er, which reaches over 35,000 subscribers across all 50 states. ● We will send targeted emails to over 5,000 opt-in subscribers of SGR’s City & County Management Job Alerts. ● Your posi on will appear on SGR’s Website, h ps://sgr.pub/SGRWebsite, which a racts approximately 20,000 visitors per month. ● Your posi on will be posted on SGR’s Job Board, h ps://sgr.pub/SGRJobBoard, which typically has over 2,000 job lis ngs at any given me and receives approximately 16,000 unique visitors per month. ● SGR implements a comprehensive social media marke ng campaign that includes custom-made graphics and distribu on on SGR’s LinkedIn page. ● We frequently collaborate with various local government associa ons, including the League of Women in Government, Alliance for Innova on, and the Na onal Forum for Black Public Administrators. ● Approximately 65% of semifinalists selected by our clients learn about open recruitments through our website, servant leadership e-newsle er, job board, job alert emails, social media, or personal contact. Collec ve Local Government Experience Our recruiters have decades of experience in local government, as well as regional and na onal networks of rela onships. Our execu ve recruiters leverage the professional networks of all SGR recruiters when recrui ng for a posi on, enabling outreach to a wide and diverse array of prospec ve applicants. SGR team members are ac ve on a na onal basis in local government organiza ons and professional associa ons. Many SGR team members frequently speak and/or write on issues of interest to local government execu ves. SGR can navigate relevant networks as both peers and insiders. Listening to Your Unique Needs SGR devotes significant me to ac vely listening to your organiza on and helping you define and ar culate your needs. We work diligently to conduct a comprehensive recruitment process tailored specifically to your organiza on. SGR dedicates a prodigious amount of energy to understanding your organiza on’s unique culture, environment, and local issues to ensure an alignment in terms of values, philosophy, and management style perspec ves. While we have established systems for achieving success, we are a “bou que” firm capable of adap ng to meet a client's specific needs and providing insights on the pros and cons of their preferred approach. 2 Trust of Candidates SGR has a track record of providing remarkable confiden ality and wise counsel to candidates and next-genera on leaders, earning their trust. As a result, we can bring excep onal prospects to the applicant pool. Candidates trust SGR to assess the situa on accurately, communicate honestly, and maintain their confiden ality to the greatest extent possible. Accessibility and Communica on Your execu ve recruiter will keep you informed of the search status and will be readily accessible throughout the recruitment process. Candidates and clients can reach the recruiter at any me via cell phone or email. Addi onally, the recruiter maintains communica on with ac ve applicants, ensuring they are well-informed about the community and the opportunity. Comprehensive Evalua on and Ve ng of Candidates SGR offers a comprehensive screening process designed to ensure a thorough understanding of candidate backgrounds and to minimize surprises. Our ve ng process for a full-service recruitment includes the following key components: ● Prescreening ques ons and technical review of resumes ● Cross-communica on among our recruiters regarding candidates who have been involved in previous searches, providing greater insight into their background and skills. ● Wri en ques onnaires to gain insights beyond what is available through a resume. ● Recorded one-way semifinalist interviews. ● All-inclusive media reports that far surpass automated Google/LexisNexis searches, tailored to each candidate based on their previous places of residence and work. ● Thorough, automated, and anonymous reference checks that provide feedback on candidates from a well-rounded group of references. ● Background checks completed by a licensed private inves ga on firm. Execu ve Recruitment Clients SGR has partnered on execu ve recruitments with more than 450 local government clients in 37 states. We take great pride in the long-term rela onships we have developed with many of our clients who con nue to partner with us on future recruitment needs. View a full list of our Execu ve Recruitment Clients at: h ps://sgr.pub/ERClientList 3 DEI in Recruitments SGR is deeply commi ed to equal employment opportunity and considers it an ethical impera ve. We unequivocally reject any form of bias, expec ng that candidates be assessed solely based on their ability to perform the job. Encouraging underrepresented demographic groups to apply is a vital aspect of our commitment. While we cannot guarantee the composi on of semifinalist or finalist groups, SGR ac vely fosters rela onships and contacts on a na onal scale to ensure meaningful par cipa on of underrepresented groups. Our recruitment process is consistently evaluated and refined to incorporate a focus on equity and inclusion. Sta s cs are a testament to our commitment to diversity and inclusion. In our 2024 placements, 33% of candidates were female and 31% indicated they were a person of color. Our internal hiring prac ces are designed to a ract diverse talent from various backgrounds and experiences. We understand the importance of words, ensuring our recruitment materials are inclusive and reflect an equity-focused perspec ve. We also ac vely recommend adver sing placements to a ract a diverse applicant pool, leveraging partnerships with organiza ons such as the League of Women in Government, the Local Government Hispanic Network, and the Na onal Forum of Black Public Administrators. Tracking candidate demographic data helps us proac vely recruit tradi onally underrepresented candidates for senior management posi ons in local government. We welcome feedback from our clients and candidates, using post-recruitment surveys to refine our processes and outcomes. 4 Project Personnel Jeffrey Tyne, Senior Vice President Email: je yne@governmentresource.com Phone: 623-628-1478 Senior Vice President Jeff Tyne joins SGR with over thirty years of experience in local government management. During that me, he cul vated a wealth of exper se across various facets of public administra on. His extensive background includes specialized knowledge in public budge ng, strategic management, finance, and comprehensive oversight of diverse opera ons. Jeff served in mul ple leadership roles throughout his dis nguished career, culmina ng in a six-year tenure as the City Manager for Peoria, Arizona. Jeff holds a Bachelor of Arts in Poli cal Science and a Master of Public Administra on, both from Arizona State University. He also a ended the Senior Execu ves in State and Local Government program at Harvard University and is an ICMA Creden aled Manager. Jeff has always enjoyed being ac ve in the local government profession. For a number of years, Jeff served as a Trustee with the Arizona State Re rement System, the largest pension fund in Arizona. Jeff was also on the Board of Directors for the Arizona City/County Management Associa on, former chair of the Government Finance Officers Associa on Na onal Commi ee on Economic Development and Capital Planning, and served as Past President of the Government Finance Officers Associa on of Arizona. Throughout his career, Jeff has consistently recognized the vital link between a community’s quality of life and the health of its public organiza on. He has developed strategic ini a ves aimed at fostering stronger connec ons between his team and the cons tuents they serve. By aligning elected officials’ priori es, upholding professional standards, facilita ng posi ve public engagement, and encouraging individualized staff growth, Jeff firmly believes that local governments can go to great lengths to build the trust and confidence of their community. 5 Approach and Methodology A full-service recruitment typically entails the following steps: 1. Organiza on/Posi on Insight and Analysis ○ Project Kickoff Mee ng and Develop An cipated Timeline ○ Stakeholder Interviews and Listening Sessions ○ Develop Recruitment Brochure 2. Recruitment Campaign and Communica on with Candidates ○ Adver sing and Marke ng ○ Sourcing Prospec ve and Ac ve Candidates ○ Communica on with Prospec ve Applicants ○ Communica on with Ac ve Applicants 3. Ini al Screening and Review by Execu ve Recruiter 4. Search Commi ee Briefing to Review Applicant Pool and Select Semifinalists 5. Evalua on of Semifinalists ○ Wri en Ques onnaires ○ Recorded One-Way Semifinalist Interviews ○ Media Searches - Stage 1, as described below 6. Search Commi ee Briefing to Select Finalists 7. Evalua on of Finalists ○ Comprehensive Media Searches - Stage 2, as described below ○ Background Inves ga on Reports ○ DiSC Management Assessments (if desired, supplemental cost) ○ First Year Plan or Other Advanced Exercise ○ Press Release Announcing Finalists (if requested) 8. Interview Process ○ Face-to-Face Interviews ○ Stakeholder Engagement (if desired) ○ Delibera ons ○Reference Checks (may occur earlier in process) 9. Nego a ons and Hiring Process ○ Determine Terms of an Employment Offer ○ Nego ate Terms and Condi ons of Employment ○ Press Release Announcing New Hire (if requested) 6 Step 1: Organiza on/Posi on Insight and Analysis Project Kickoff Mee ng and Develop An cipated Timeline SGR will meet with the organiza on at the outset of the project to discuss the recruitment strategy and meline. At this me, SGR will also request that the organiza on provide us with photos and informa on on the community, organiza on, and posi on to assist us in dra ing the recruitment brochure. Stakeholder Interviews and Listening Sessions Stakeholder interviews and listening sessions are integral to SGR's approach. SGR devotes tremendous energy to understanding your organiza on’s unique culture, environment, and goals to ensure you get the right match for your specific needs. Obtaining a deep understanding of your organiza onal needs is the crucial founda on for a successful execu ve recruitment. In collabora on with the organiza on, SGR will compile a list of internal and external stakeholders to meet with regarding the posi on. These interviews and listening sessions will iden fy poten al issues that may affect the dynamics of the recruitment and contribute to a comprehensive understanding of the posi on, special considera ons, and the poli cal environment. This process fosters organiza onal buy-in and will assist us in crea ng the posi on profile. Develop Recruitment Brochure A er the stakeholder mee ngs, SGR will develop a recruitment brochure, which will be reviewed and revised in partnership with your organiza on un l we are in agreement that it accurately represents the sought-a er leadership and management a ributes. To view sample recruitment brochures, please visit: h ps://sgr.pub/OpenRecruitments Step 2: Recruitment Campaign and Communica on with Candidates Adver sing and Marke ng The Execu ve Recruiter and the client work together to determine the best ways to adver se and recruit for the posi on. SGR’s Servant Leadership e-newsle er, with a reach of over 35,000 subscribers in all 50 states, will announce your posi on. Addi onally, we will send targeted emails to opt-in subscribers of SGR’s Job Alerts, and your posi on will be posted on SGR’s website and Job Board. SGR provides a comprehensive social media marke ng campaign that includes custom-made graphics and distribu on on SGR’s LinkedIn page. Furthermore, we will provide a recommended list of ad placements to be approved by the client, targe ng the most effec ve venues for reaching qualified candidates for that par cular posi on. Sourcing Prospec ve and Ac ve Candidates SGR's innova ve recruitment strategies are designed to give our clients a compe ve edge in a rac ng and retaining top- er talent. By employing a dual approach of passive and ac ve candidate sourcing, we tap into a broader talent pool that includes high-caliber professionals who may not be ac vely job-seeking. Our advanced technology and deep industry connec ons enable us to iden fy candidates with the precise skills and cultural fit for your organiza on. We 7 round out sourcing efforts through personalized candidate engagement and outreach with a constant focus on transparency and rela onship building. Communica on with Prospec ve Applicants SGR maintains regular communica on with interested prospects throughout the recruitment process. Outstanding candidates o en conduct thorough research on the available posi on before submi ng their resumes. As a result, we receive a significant number of inquiries, and it is crucial for the execu ve search firm to be well-prepared to respond promptly, accurately, and comprehensively, while also offering a warm and personalized approach. This ini al interac on is where prospec ve candidates form their first impression of the organiza on, and it is an area in which SGR excels. Communica on with Ac ve Applicants Handling the flow of resumes is an ongoing and significant process. On the front end, it involves tracking resumes and promptly acknowledging their receipt. It also involves mely and personalized responses to any ques ons or inquiries. SGR maintains frequent communica on with applicants to ensure they remain enthusias c and well-informed about the opportunity. Addi onally, SGR communicates with ac ve applicants, keeping them informed about the organiza on and community. Step 3: Ini al Screening and Review by Execu ve Recruiter SGR uses a triage process to iden fy high-probability, medium-probability, and low-probability candidates. This triage ranking is focused on overall assessment based on interac on with the applicant, qualifica ons, any known issues concerning previous work experience, and evalua on of cultural fit with the organiza on. In contrast with the triage process men oned above, which focuses on subjec ve assessment of the resumes and how the candidates present themselves, we also evaluate each candidate to ensure that the minimum requirements of the posi on are met and determine which preferred requirements are sa sfied. This si ing process examines how well candidates’ applica ons align with the recruitment criteria outlined in the posi on profile. Step 4: Search Commi ee Briefing to Review Applicant Pool and Select Semifinalists At this briefing, SGR will conduct a comprehensive presenta on to the Search Commi ee and facilitate the selec on of semifinalists. The presenta on will include summary informa on on the process to date, outreach efforts, the candidate pool demographics, and any iden fied trends or issues. Addi onally, a briefing on each candidate and their creden als will be provided. Step 5: Evalua on of Semifinalists The review of resumes is a crucial step in the execu ve recruitment process. However, resumes may not fully reveal an individual's personal quali es and their ability to collaborate effec vely 8 with others. In some instances, resumes might also tend to exaggerate or inflate accomplishments and experience. At SGR, we understand the significance of going beyond the surface level of a resume to ensure that candidates who progress in the recruitment process are truly qualified for the posi on and a suitable match for the organiza on. Our focus is to delve deeper and gain a comprehensive understanding of the person behind the resume, iden fying the quali es that make them an outstanding prospect for your organiza on. During the evalua on of semifinalist candidates, we take the ini a ve to follow up when necessary, seeking clarifica ons or addi onal informa on as needed. This approach ensures that we present you with the most qualified and suitable candidates for your unique requirements. At SGR, our ul mate goal is to match your organiza on with individuals who possess not only the necessary qualifica ons but also the quali es that align with your organiza onal culture and values. Wri en Ques onnaires As part of our thorough evalua on process, SGR will request semifinalist candidates to complete a comprehensive wri en exercise. This exercise is designed to gain deeper insight into the candidates' thought processes and communica on styles. Our wri en instrument is customized based on the priori es iden fied by the Search Commi ee. The completed wri en instrument, along with cover le ers and resumes submi ed by the candidates, will be included in the semifinalist briefing book. Recorded One-Way Semifinalist Interviews Recorded one-way interviews will be conducted for semifinalist candidates. This approach provides an efficient and cost-effec ve way to gain addi onal insights to aid in selec ng finalists to invite for an onsite interview. The interviews allow the Search Commi ee to evaluate technological competence, demeanor, verbal communica on skills, and on-camera presence. Addi onally, virtual interviews provide an opportunity for the Search Commi ee to ask candidates ques ons on specific topics of special interest. Media Searches - Stage 1 “Stage 1” of our media search process involves the use of the web-based interface Nexis Diligence™. This pla orm is an aggregated subscrip on-based pla orm that allows access to global news, business, legal, and regulatory content. These media reports at the semifinalist stage have proven helpful by uncovering issues that may not have been previously disclosed by prospec ve candidates. The recruiter will communicate any “red flags” or noteworthy media coverage to the Search Commi ee as part of the review of semifinalists with the Search Commi ee. Step 6: Search Commi ee Briefing to Select Finalists Prior to this briefing, SGR will provide the Search Commi ee with a briefing book on the semifinalist candidates via an electronic link. The briefing book includes cover le ers, resumes, 9 and completed ques onnaires. If applicable, a separate email with the link to view the recorded online interviews is sent to the Search Commi ee. The objec ve of this mee ng is to narrow the list to finalists who will be invited to par cipate in onsite interviews. Step 7: Evalua on of Finalists Comprehensive Media Searches - Stage 2 “Stage 2” of our media search process includes the web-based interface Nexis Diligence™, supplemented by Google as an addi onal tool. By combining both resources, we offer an enhanced due diligence process to our clients, enabling efficient and thorough ve ng of candidates and minimizing the risk of overlooking cri cal informa on. The Stage 2 media search consists of a more complex search, encompassing social media pla orms, and has proven to be instrumental in iden fying poten al adverse news about the candidate that may not have been disclosed previously. The media search provides the Search Commi ee with an overview of the candidate’s press coverage throughout their career. View a sample media report at: h ps://sgr.pub/SGRMediaReport. Background Inves ga on Reports Through SGR’s partnership with a licensed private inves ga on firm, we are able to provide our clients with comprehensive background screening reports that include the detailed informa on listed below. View a sample background report at: h ps://sgr.pub/SGRBackgroundReport. ● Social security number trace ● Address history ● Driving record (MVR) ● Federal criminal search ● Na onal criminal search ● Global homeland security search ● Sex offender registry search ● State criminal court search for states where candidate has lived in previous 10 years ● County wants and warrants for coun es where candidate has lived or worked in previous 10 years ● County civil and criminal search for coun es where candidate has lived or worked in previous 10 years ● Educa on verifica on ● Employment verifica on for previous 10 years (if requested) ● Military verifica on (if requested) ● Credit report (if requested) DiSC Management Assessments (if desired, supplemental cost) SGR u lizes the DiSC Management assessment tool, which is among the most validated and reliable personal assessment tools available. The DiSC Management assessment provides a comprehensive analysis and report on the candidate’s preferences in five crucial areas: management style, direc ng and delega ng, mo va on, development of others, and working with their own manager. View a sample report at: h ps://sgr.pub/SGRDiSCReport. For assessments of more than two candidates, a DiSC Management Comparison Report is included, offering a side-by-side view of each candidate's preferred management style. View a sample comparison report at: h ps://sgr.pub/SGRDiSCCompare. First-Year Plan or Other Advanced Exercise SGR will collaborate with your organiza on, if desired, to create an advanced exercise for the finalist candidates. One such example is a First-Year Plan, where finalist candidates are 10 encouraged to develop a first-year plan based on their current understanding of the posi on’s opportuni es and challenges. Other exercises, such as a brief presenta on on a topic to be iden fied by the Recruiter and Search Commi ee, are also typically part of the onsite interview process to assess finalists’ communica on and presenta on skills, as well as cri cal analysis abili es. Step 8: Interview Process Face-to-Face Interviews SGR will arrange interviews at a date and me convenient for your organiza on. This process can be as straigh orward or as elaborate as your organiza on desires. SGR will aid in determining the specifics and assist in developing the interview schedule and meline. We will provide sample interview ques ons and par cipate throughout the process to ensure it runs smoothly and efficiently. Stakeholder Engagement At the discre on of the Search Commi ee, we will closely collaborate with your organiza on to involve community stakeholders in the interview process. Our recommenda on is to design a specific stakeholder engagement process a er gaining deeper insights into the organiza on and the community. As different communi es require dis nct approaches, we will work together to develop a tailored approach that addresses the unique needs of the organiza on. Delibera ons SGR will facilitate a discussion about the finalist interviews and support the Search Commi ee in making a hiring decision or determining whether to invite one or more candidates for a second interview. Reference Checks SGR uses a progressive and adap ve automated reference check system to provide insights on candidates’ so skills from a well-rounded group of references. References may include elected officials, direct supervisors, direct reports, internal organiza onal peers, professional peers in other organiza ons, and civic leaders. SGR’s reference check pla orm is anonymous, proven to encourage more candid and truthful responses, thus providing organiza ons with more meaningful and insigh ul informa on on candidates. SGR delivers a wri en summary report to the organiza on once all reference checks are completed. The ming of reference checks may vary depending on the specific search process and situa on. If finalists’ names are made public prior to interviews, SGR will typically contact references before the interview process. If the finalists’ names are not made public prior to interviews, SGR may wait un l the organiza on has selected its top candidate before contac ng references to protect candidate confiden ality. Step 9: Nego a ons and Hiring Process Determine Terms of an Employment Offer Upon request, SGR will provide dra employment agreement language and other helpful informa on to aid in determining an appropriate offer to extend to your preferred candidate. 11 Nego ate Terms and Condi ons of Employment SGR will assist to whatever degree you deem appropriate in conduc ng nego a ons with the chosen candidate. SGR will iden fy and address any special needs or concerns of the selected candidate, including poten al complica ng factors. With our experience and preparedness, SGR is equipped to facilitate win-win solu ons to resolve nego a on challenges. Press Release (if requested) Un l employment nego a ons are finalized, you should exercise cau on to avoid the embarrassment of a premature announcement that may not materialize. It is also considered best prac ce to no fy all senior staff and unsuccessful candidates before any media exposure. SGR will assist in coordina ng this process and in cra ing any necessary announcements or press releases. Sa sfac on Surveys SGR is commi ed to following the golden rule, which means providing prompt, professional and excellent communica on while always trea ng every client with honor, dignity and respect. We request clients and candidates to par cipate in a brief and confiden al survey a er the comple on of the recruitment process. This valuable feedback assists us in our ongoing efforts to improve our processes and adapt to the changing needs of the workforce. Post-Hire Services As part of our commitment to ensuring long-term success, SGR is pleased to offer a complimentary, four-hour, leadership development workshop for your organiza on within 12 months of the successful comple on of the execu ve search. SGR Execu ve Recruitment clients would be responsible for the travel costs associated with facilita on only—no professional fee (a cost savings of up to $4,750)! Leadership development workshops are designed to support the newly appointed leader and foster a servant leadership culture within your team, enhancing collabora on and alignment across the organiza on. Standard leadership development workshops include the following topics: ● Crea ng a Servant Leadership Culture ● Governance ● Team Building ● Strategic Planning ● Strategic Visioning For addi onal informa on on our leadership development workshops, please email training@governmentresource.com or visit h ps://www.governmentresource.com/leadership- development-training-resources/workshops-retreats We offer addi onal post-hire services such as execu ve coaching, team-building retreats, and performance review assistance at the six-month or one-year mark. For more informa on or to request a customized proposal, please visit h ps://www.governmentresource.com/leadership- development-training-resources. 12 Typical Timeline The meline below is an example only, and we will work with you to finalize and approve a meline, with adjustments made if needed a er the posi on is posted. * Ini al Steps Prior to Pos ng Posi on: ● Contract Execu on ● Kickoff Mee ng to Discuss Recruitment Strategy and Timeline ● Organiza on/Posi on Insight and Analysis ● Stakeholder Interviews and Listening Sessions ● Deliverable: Dra Recruitment Brochure ● Deliverable: Recommended Ad Placements ● Organiza on Approves Ad Placements ● Search Commi ee Reviews and Approves Brochure Timing varies. Es mated to take 2 weeks. Task Week ● Post Posi on and Firm up Timeline ● Recruitment Campaign and Outreach to Prospec ve Applicants ● Ini al Screening and Review by Execu ve Recruiter Weeks 1-4 ● Search Commi ee Briefing to Review Applicant Pool and Select Semifinalists Week 5 ● Ques onnaires ● Recorded One-Way Semifinalist Interviews ● Media Searches - Stage 1, as described in Approach/Methodology Week 6 ● Deliverable: Semifinalist Briefing Books via Electronic Link ● Deliverable: Recorded Online Interviews, if applicable Week 7 ● Search Commi ee Briefing to Select Finalists Week 8 ● Comprehensive Media Searches - Stage 2, as described in Approach/Methodology ● Background Inves ga on Reports ● Disc Management Assessments (if desired, supplemental cost) ● First-Year Plan or Other Advanced Exercise (if desired) Weeks 9-10 ● Deliverable: Finalist Briefing Books via Electronic Link Week 11 ● Face-to-Face Interviews ● Stakeholder Engagement (if desired) ● Delibera ons ● Reference Checks (may occur earlier in process) ● Nego a ons and Hiring Process Week 12 * Timeline is dependent upon Search Commi ee availability and Holidays. Organiza on agrees to mely provide photos/graphics and informa on necessary to develop recruitment brochure, narrow candidate field, and conduct candidate screening; failure to do so, may in SGR’s reasonable discre on, extend meline and can nega vely impact the outcome of the process. 13 Fee Proposal Not-to-Exceed Price: $29,419 Not- to-Exceed Price is comprised of: ● Fixed Fee of $26,919 ● Up to $2,500 in Ad Placements (billed at actual cost) The Fixed Fee includes: ● Stakeholder Interviews and Listening Sessions ●Produc on of a Professional Recruitment Brochure ●Recruitment Campaign and Outreach: ○Outreach to Prospec ve Applicants ○Custom Graphics for Email and Social Media Marke ng ○Announcement in SGR’s Servant Leadership e-Newsle er ○Post on SGR’s Website ○Ad on SGR’s Job Board ○Two (2) Targeted Job Blasts to SGR’s Opt-In Subscriber Database ○Promo on on SGR’s LinkedIn ●Applica on Management, Screening, and Evalua on ●Semifinalist Evalua on: ○Ques onnaires for up to 15 Semifinalists ○Recorded One-Way Interviews for up to 15 Semifinalists ○Media Searches – Stage 1 Reports for up to 15 Semifinalists ●Semifinalist Briefing Books via Electronic Link ●Comprehensive Stage 2 Media Reports for up to Five (5) Finalists ●Background Inves ga on Reports for up to Five (5) Finalists ●Finalist Briefing Books via Electronic Link ●Reference Checks for up to Five (5) Finalists ●Up To Two (2) Onsite Visits by the Recruiter for 1-3 days each, Inclusive of Travel Costs Reimbursable Expenses included in the not-to-exceed price: ● Ad placements up to $2,500 will be billed at the actual cost with no markup for overhead and are incorporated into our not-to-exceed price. Reimbursable Expenses not included in the not-to-exceed price: ● Ad placements over and above $2,500 will be billed back at actual cost with no markup for overhead. 14 Supplemental Services/Other Expenses not included in the fixed or not-to-exceed price: ● There may be addi onal charges for substan al and substan ve changes made to the recruitment brochure a er the brochure has been approved by the Organiza on and the posi on has been posted online. Organiza on would be no fied of any supplemental costs prior to changes being made. ● At your request, SGR can conduct an online stakeholder survey for $1,531 to help iden fy key issues or priori es that you may want to consider prior to launching the search. SGR provides recommended survey ques ons and sets up an online survey. Stakeholders are directed to a web page or invited to take the survey by email. A wri en summary of results is provided to the Organiza on. Please note that this type of survey may extend the recruitment meline. ● Addi onal ques onnaires over and above the 15 included in the Fixed Fee - $230 per candidate. ● Addi onal online interviews over and above the 15 included in the Fixed Fee - $256 per candidate. ● Addi onal comprehensive stage 2 media reports over and above the maximum of five (5) included in the fixed price above - $766 per candidate. ● Addi onal background inves ga on reports over and above the maximum of five (5) included in the fixed price above - $511 per candidate. ● Addi onal reference checks over and above the maximum of five (5) included in the fixed price above - $256 per candidate. ● DiSC Management assessments - $179 per candidate. ● Semifinalist and finalist briefing materials will be provided to the Organiza on via an electronic link. Should the Organiza on request prin ng of those materials, the reproduc on and shipping of briefing materials will be outsourced and be billed back at actual cost. ● Addi onal onsite visits by the recruiter over and above the quan ty included in the fixed price are an addi onal cost. Travel me and onsite me are billed at a professional fee of $1,021 per day. Meals are billed back at a per diem rate of $18 for breakfast, $20 for lunch, and $32 for dinner. Mileage will be reimbursed at the current IRS rate. All other travel-related expenses are billed back at actual cost with no markup for overhead. ● SGR Execu ve Recruitment clients wishing to u lize the complimentary leadership development workshop would be responsible for the travel costs associated with facilita on only. Meals are billed back at a per diem rate of $18 for breakfast, $20 for lunch, and $32 for dinner. Mileage will be reimbursed at the then-current IRS rate. All other travel-related expenses are billed back at actual cost with no markup for overhead. ● The organiza on bears the cost of candidate travel, and candidates are reimbursed directly by the organiza on. ●If the organiza on desires any supplemental services not men oned in this fee proposal, an es mate of the cost will be provided at that me, and no work shall be done without approval. 15 Billing SGR will bill the fixed fee in three (3) installments: 35% upon contract execu on, 35% a er the applicant pool is presented, and 30% a er finalist interviews. Ad placement expenses and supplemental services/other expenses will be billed as incurred or provided. Balances that are unpaid a er the payment deadline are subject to a fee of 5% per month or the maximum lawful rate, whichever is less, on the owed amount every month, charged monthly un l the balance is paid. Terms and Condi ons ● The organiza on agrees not to discriminate against any candidate on the basis of age, race, creed, color, religion, sex, sexual orienta on, na onal origin, disability, marital status, or any other basis that is prohibited by federal, state, or local law. ● The organiza on agrees to refer all prospec ve applicants to SGR and not to accept applica ons independently during the recruitment process. ● The organiza on agrees to provide SGR with any candidates that were previously accepted as applicants for the given posi on before engaging SGR to conduct the recruitment for the subject posi on. ● If the organiza on wishes to place ads in local, regional, or na onal newspapers, the organiza on shall be responsible for paying directly for the ads and for placing the ads using language provided by SGR. ● The organiza on bears the cost of candidate travel, and candidates are reimbursed directly by the organiza on. Placement Guarantee SGR is commi ed to your sa sfac on with the results of our full service recruitment process. If, for any reason, you are not sa sfied, we will repeat the en re process one addi onal me, and you will be charged only for expenses as described in the Fee Proposal under Supplemental Services. Addi onally, we promise not to directly solicit any candidate selected under this engagement for another posi on while they are employed with your organiza on. In the event that you select a candidate fully ve ed by SGR, who subsequently resigns or is released for any reason within 12 months of their hire date, we are commi ed to conduc ng a one- me addi onal execu ve search to iden fy a replacement. In this case, you will only be charged for related expenses as described in the Fee Proposal. If your organiza on circumvents SGR's recruitment process and selects a candidate who did not par cipate in the full recruitment process, the placement guarantee will be null and void. Addi onally, SGR does not provide a guarantee for candidates placed as a result of a par al recruitment effort or limited scope recruitment. 16 SGR Similar Recruitments City & County Management Recruitments, 2019-Present In Progress ● Argyle, Texas (pop. 6,000) - Town Administrator ● Athens-Clarke County Unified Government, Georgia (pop. 130,000) - County Manager ● Blaine, Minnesota (pop. 73,500) - City Manager ● Cameron, Missouri (pop. 7,300) - City Manager ● Clay County, Missouri (pop. 260,000) - County Administrator ● Dundee, Florida (pop. 6,000) - Town Manager ● Edgewater, Florida (pop. 23,600) - City Manager ● Elgin, Texas (pop. 12,300) - City Manager ● Finney County, Kansas (pop. 38,000) - County Administrator ● Nederland, Texas (pop. 18,000) - City Manager ● Oak Point, Texas (pop. 6,000) - City Manager ● Pacific, Missouri (pop. 7,500) - City Administrator ● Palm Coast, Florida (pop. 107,000) - City Manager ● Sedalia, Missouri (pop. 22,000) - City Administrator ● Springfield, Missouri (pop. 170,200) - City Manager ● Stevenson, Washington (pop. 1,600) - City Administrator 2025 ● Abilene, Texas (pop. 125,000) - City Manager ● Biddeford, Maine (pop. 22,300) - City Manager ● Bonner Springs, Kansas (pop. 7,600) - City Manager ● Garden Ridge, Texas (pop. 5,000) - City Manager ● Heath, Texas (pop. 10,400) - City Manager ● Jonestown, Texas (pop. 2,500) - City Administrator ● La Junta, Colorado (pop. 7200) - City Manager ● North Central Texas Council of Governments (NCTCOG), Texas - Execu ve Director ● Perryton, Texas (pop. 8,500) - City Manager ● Plainview, Texas (pop. 20,000) - City Manager ● Trinidad, Colorado (pop. 8,100) - City Manager 2024 ● Brunswick, Maine (pop. 21,800) - Town Manager ● Chester County, Pennsylvania (pop. 540,000) - County Administrator ● Coffeyville, Kansas (pop. 8,800) - City Manager ● Des Moines, Washington (pop. 32,400) - City Manager 17 ● Duncan, Oklahoma (pop. 23,000) - City Manager ● DuPont, Washington (pop. 10,200) - City Administrator ● Edwardsville, Kansas (pop. 4,700) - City Manager ● Leander, Texas (pop. 67,000) - City Manager ● Leavenworth, Kansas (pop. 37,600) - City Manager ● Manha an, Kansas (pop. 55,000) - City Manager ● Marysville, Kansas (pop. 3,500) - City Administrator ● Medford, Oregon (pop. 90,900) - City Manager ● Miami, Oklahoma (pop. 12,200) - City Manager ● New Rochelle, New York (pop. 80,800) - City Manager ● New Smyrna Beach, Florida (pop. 32,400) - City Manager ● Orono, Maine (pop. 11400) - Town Manager ● San Juan County, Washington (pop. 18,600) - County Manager ● St. Joseph, Missouri (pop. 72,000) - City Manager ● Topeka, Kansas (pop. 125,500) - City Manager ● Treasure Island, Florida (pop. 6,500) - City Manager 2023 ● Camp Verde, Arizona (pop. 12,000) - Town Manager ● Cleburne, Texas (pop. 33,000) - City Manager ● Bristol, Tennessee (pop. 27,000) - City Manager ● Dobbs Ferry, New York (pop. 11,000) - Village Administrator ● Gatesville, Texas (pop. 16,000) - City Manager ● Glastonbury, Connec cut (pop. 35,000) - Town Manager ● Great Bend, Kansas (pop. 15,000) - City Administrator ● Jus n, Texas (pop. 5,000) - City Manager ● Lafaye e, Colorado (pop. 30,000) - City Administrator ● Laredo, Texas (pop. 256,000) - City Manager ● Largo, Florida (pop. 84,000) - City Manager ● Lawton, Oklahoma (pop. 90,000) - City Manager ● Mexia, Texas (pop. 7,000) - City Manager ● Nassau Bay, Texas (pop. 5,000) - City Manager ● Navajo County, Arizona (pop. 106,000) - County Manager ● O awa, Kansas (pop. 12,500) - City Manager ● Parker, Arizona (pop. 3,500) - Town Manager ● Rowle , Texas (pop. 68,000) - City Manager ● Shawnee, Kansas (pop. 69,000) - City Manager ● Snoqualmie, Washington (pop. 14,000) - City Administrator ● Snyder, Texas (pop. 11,000) - City Manager ● S llwater, Oklahoma (pop. 48,000) - City Manager ● Trophy Club, Texas (pop. 13,000) - Town Manager ● Williston, North Dakota (pop. 29,000) - City Administrator 18 2022 ● Aledo, Texas (pop. 5,500) - City Manager ● Blaine, Washington (pop. 6,000) - City Manager ● Crandall, Texas (pop. 4,000) - City Manager ● Dalhart, Texas (pop. 8,500) - City Manager ● Edinburg, Texas (pop. 100,000) - City Manager ● Fort Collins, Colorado (pop. 175,000) - City Manager ● Frisco, Colorado (pop. 3,000) - Town Manager ● Graham, Texas (pop. 8,000) - City Manager ● Hu o, Texas (pop. 40,000) - City Manager ● Johnston, Iowa (pop. 24,000) - City Administrator ● Kennebunk, Maine (pop. 11,000) - Town Manager ● Kennedale, Texas (pop. 9,000) - City Manager ● Ketchikan, Alaska (pop. 8,000) - City Manager/Public U li es General Manager ● Klamath Falls, Oregon (pop. 22,000) - City Manager ● Leawood, Kansas (pop. 34,000) - City Administrator ● Levelland, Texas (pop. 14,000) - City Manager ● Live Oak, Texas (pop 16,000) - City Manager ● Madisonville, Texas (pop. 4,500) - City Manager ● Manor, Texas (pop. 15,000) - City Manager ● Marshall, Texas (pop. 23,000) - City Manager ● Mineral Wells, Texas (pop. 15,000) - City Manager ● Mont Belvieu, Texas (pop. 8,000) - City Manager ● Montgomery, Texas (pop. 2,400) - City Administrator ● Parkville, Missouri (pop. 7,000) - City Administrator ● Rocky Hill, Connec cut (pop. 21,000) - Town Manager ● Sunnyvale, Texas (pop. 8,000) - Town Manager ● Tolland, Connec cut (pop. 15,000) - Town Manager ● Walla Walla, Washington (pop. 34,000) - City Manager ● West Lake Hills, Texas (pop. 3,000) - City Administrator ● Wethersfield, Connec cut (pop. 26,000) - Town Manager ● Wickenburg, Arizona (pop. 7,500) - Town Manager 2021 ● Bainbridge Island, Washington (pop. 25,000) - City Manager ● Breckenridge, Texas (pop. 5,000) - City Manager ● Bridgeport, Texas (pop. 6,500) - City Manager ● Briarcliff Manor, New York (pop. 8,000) - Village Manager ● Chandler, Arizona (pop. 270,000) - City Manager ● Chanhassen, Minnesota (pop. 27,000) - City Manager ● Chickasha, Oklahoma (pop. 16,000) - City Manager ● Choctaw, Oklahoma (pop. 12,000) - City Manager ● Clermont, Florida (pop. 44,000) - City Manager ● Flower Mound, Texas (pop. 79,000) - Town Manager 19 ● Johnson City, Tennessee (pop. 65,000) - City Manager ● Kenne Square, Pennsylvania (pop. 6,000) - Borough Manager ● Lago Vista, Texas (pop. 8,000) - City Manager ● Lamar, Colorado (pop. 7,500) - City Administrator ● Mone , Missouri (pop. 9,000) - City Administrator ● North Port, Florida (pop. 77,000) - City Manager ● Port Chester, New York (pop. 30,000) - Village Manager ● Sherwood, Oregon (pop. 20,000) - City Manager ● Spokane, Washington (pop. 220,000) - City Administrator 2020 ● Argyle, Texas (pop. 4,000) - Town Administrator ● Bay City, Texas (pop. 17,000) - City Manager ● Bedford, Texas (pop. 49,000) - City Manager ● Boerne, Texas (pop. 16,000) - City Manager ● Castroville, Texas (pop. 3,000) - City Administrator ● Clinton, Connec cut (pop. 13,500) - Town Manager ● Commerce, Texas (pop. 9,000) - City Manager ● Covington, Georgia (pop. 14,000) - City Manager ● DeSoto, Texas (pop. 56,000) - City Manager ● Duncanville, Texas (pop. 40,000) - City Manager ● Hutchinson, Kansas (pop. 42,000) - City Manager ● Iola, Kansas (pop. 5,500) - City Administrator ● Johns Creek, Georgia (pop. 84,000) - City Manager ● Joplin, Missouri (pop. 50,000) - City Manager ● Miami, Oklahoma (pop. 13,500) - City Manager ● Mission Hills, Kansas (pop. 3,500) - City Administrator ● Nacogdoches, Texas (pop. 33,000) - City Manager ● Santa Fe, Texas (pop. 13,000) - City Manager ● Tigard, Oregon (pop. 53,000) - City Manager ● Westworth Village, Texas (pop. 3,000) - City Administrator 2019 ● Blaine, Minnesota (pop. 65,000) - City Manager ● Bullard, Texas (pop. 4,000) - City Manager ● Campbell County, Wyoming (pop. 46,000) - Commissioners’ Administra ve Director/County Administrator ● Canyon, Texas (pop. 15,000) - City Manager ● Copperas Cove, Texas (pop. 34,000) - City Manager ● Killeen, Texas (pop. 145,000) - City Manager ● Kingsville, Texas (pop. 26,000) - City Manager ● Lenexa, Kansas (pop. 55,000) - City Manager ● Mineral Wells, Texas (pop. 15,000) - City Manager ● Orange, Texas (pop. 19,000) - City Manager 20 ● Palm Coast, Florida (pop. 86,000) - City Manager ● South Windsor, Connec cut (pop. 26,000) - Town Manager ● Springfield, Oregon (pop. 62,000) - City Manager ● Terrell, Texas (pop. 17,000) - City Manager ● Tolland, Connec cut (pop. 15,000) - Town Manager ● Vail, Colorado (pop. 5,000) - Town Manager ● Venus, Texas (pop. 5,000) - City Administrator ● Victoria, Texas (pop. 67,000) - City Manager ●West Lake Hills, Texas (pop. 3,000) - City Administrator 21 Executive Recruitment Provided by CITY MANAGER Annual Salary: Up to $240,000 DOE/DOQ Are you a dynamic and visionary local government leader who can foster community engagement, manage rapid growth, and deliver exceptional city services? If so, apply to be Elgin, Texas’ next City Manager! We’re looking for an exceptional, approachable leader who is: • An excellent communicator with a proven ability to engage effectively with elected officials, community members, and staff • Experienced in municipal finance, infrastructure planning, and economic development • Skilled in negotiating, talent management, and navigating the challenges of a growing and historic community Elgin, Texas. Where small town charm meets progressive growth. Read on to learn more about this opportunity! 22 ABOUT THE COMMUNITY Elgin, Texas is a dynamic and rapidly growing community that maintains its welcoming small-town charm. Known as the “Sausage Capital of Texas,” Elgin is recognized for its vibrant arts scene, historic downtown, and a strong sense of community. With a population of approximately 12,800 residents, Elgin offers a close-knit atmosphere where long-time locals and new residents alike find common ground. Conveniently located just 20 miles east of Austin and within 30 minutes of major employers like Tesla and Samsung, Elgin is perfectly positioned for both commuters and those seeking a quieter lifestyle. Residents enjoy easy access to the amenities of Central Texas while benefiting from a more affordable cost of living. Outdoor enthusiasts take advantage of nearly 120 acres of parkland, a community pool, and a recreation center offering a variety of programs and activities. The city also hosts more than 45 public events annually, celebrating arts, culture, and community engagement. Elgin’s rich history dates back to the late 1800s as a key hub along the Houston and Texas Central Railroad. Today, the city thoughtfully balances historic preservation with progressive development. The City has a vibrant downtown with a thriving Main Street program and has also made significant investments in infrastructure and business retention and attraction to ensure that Elgin continues to grow sustainably while retaining its unique character. TourismHistory Elgin operates under a council-manager form of government. The Mayor is elected at-large for a two- year term, while the City Council consists of eight members elected by ward, each serving two-year terms. The city provides a full range of municipal services, including: • Public Safety (Police, Fire, Emergency Management) • Public Works & Infrastructure (Water, Wastewater, Streets, Capital Projects) • Community Development & Economic Growth (Planning, Code Enforcement, Economic Development, Main Street) • Community Services (Parks and Recreation, Library, Main Street, Public Information) • Administrative & Support Services (Finance, Human Resources, City Secretary) GOVERNANCE & ORGANIZATION POPULATION 12,800 MEDIAN HOUSEHOLD INCOME $73.441 MEDIAN HOME VALUE $277,163 AVERAGE MONTHLY RENT: $1,300 23 • FINALIZE EMS SERVICES CONTRACT NEGOTIATIONS • ADDRESS AGING INFRASTRUCTURE THROUGH CAPITAL IMPROVEMENT PLANNING DEPARTMENTS • FINANCE • PUBLIC WORKS • COMMUNITY SERVICES • POLICE KEY PRIORITIES FOR 2025 $ 2 7 M I L L I O N 179EMPLOYEES CITY BUDGET The City Manager’s Office provides leadership, guidance, and management for the City of Elgin. Core functions include overseeing daily city operations, implementing City Council priorities, managing citywide budgets, and ensuring the delivery of essential services such as public safety, infrastructure, economic development, and community services. The City Manager directly supervises all department directors and coordinates with various boards, commissions, and community partners to advance the city’s strategic goals. Key Responsibilities: • Promote economic development while preserving Elgin’s historic character • Provide visionary leadership for a rapidly growing city with small-town charm • Manage a $27 million budget and oversee 179 employees • Foster a collaborative and inclusive organizational culture THE JOB Full Job Description • DEVELOPMENT SERVICES • HUMAN RESOURCES • ECONOMIC DEVELOPMENT • CITY SECRETARY 24 The ideal candidate will have experience in municipal government management, economic development, and financial sustainability. They will demonstrate: • Strong communication and interpersonal skills, building trust with staff, elected officials, and the community • Political savvy and tact, knowing when to advocate firmly and when to build consensus • Proven ability to manage complex municipal budgets and capital improvement programs • Expertise in leading organizational development, including talent recruitment, retention, and fostering a positive workplace culture The successful candidate will be an ethical, forthright leader who appreciates Elgin’s unique history while guiding it through rapid growth. They will possess strong negotiation skills, especially in working with developers and regional partners, and demonstrate a passion for community engagement and inclusion. IDEAL CANDIDATE REQUIRED: • Bachelor’s degree in Public Administration, Business, Political Science, or a related field • Seven (7) years of senior-level executive management experience, including at least four (4) years in municipal government leadership • Residency within Elgin ISD boundaries as required by the City Charter • The strong ability to work with intergovernmental entities and agencies (Travis/Bastrop counties and TXDOT) to engage in strategic partnerships to advance local and regional infrastructure and transportation plans. • Strong negotiation skills and a proven ability to engage effectively with developers. EXPERIENCE & QUALIFICATIONS PREFERRED: • Master’s degree in Public Administration (MPA) or a related field • ICMA Credentialed Manager or Certified Public Manager certification • Experience in municipal finance, capital improvement planning, economic development, and managing organizational change • Demonstrated ability to work with diverse stakeholders, negotiate effectively with the development community, and manage the challenges of a rapidly growing city • Proven success in recruiting and retaining top talent 25 Compensation: Up to $240,000, depending on qualifications and experience. Health Benefits: The City of Elgin offers a comprehensive benefits package, including medical, dental, and vision insurance for employees and their eligible dependents. Paid Leave: The City offers generous paid leave, including vacation, sick leave and holidays, in accordance with City policies. Retirement: Participation in the Texas Municipal Retirement System (TMRS) with employee contributions matched 2:1 by the City; optional 457(b) deferred compensation plan available. Additional Perks: • Vehicle allowance • City-provided cell phone and laptop • Relocation reimbursement available • Flexible work arrangements may be available, with some opportunity for remote work • Collaborative, family-oriented work culture with a focus on professional development • Access to City facilities, including parks and recreational amenities The City of Elgin prides itself on offering employees a supportive work environment, promoting work- life balance, and encouraging involvement in the community. SALARY & BENEFITS For more information, contact: Larry Gilley, Senior Vice President LarryGilley@governmentresource.com | 325-660-4208 The City of Elgin is an Equal Opportunity Employer and values diversity in its workforce. Applicants selected as finalists for this position will be subject to a comprehensive background check. HOW TO APPLY Apply Here 26 Agreement for Execu ve Recruitment Services (“PROJECT”) to City of Anna, Texas (“CLIENT”) between CLIENT and Strategic Government Resources, Inc., DBA SGR (“SGR”) SGR and CLIENT (together, “Par es”) agree as follows, effec ve upon the date of the later signature below, in considera on of the mutual promises contained in this Agreement and other good and valuable considera on, the sufficiency of which each Party hereby acknowledges. 1. SGR promises and agrees: A. To perform the services described in SGR’s Proposal for PROJECT dated July 1, 2025 (“PROPOSAL”) substan ally in the meframe projected in the PROPOSAL. B. To honor the Placement Guarantee stated in the PROPOSAL. C. To comply with all applicable open records, public informa on and similar laws, and consult with CLIENT if SGR is asked for informa on before disclosure, unless prevented by court order or law from doing so. 2. CLIENT promises and agrees: A. To pay SGR promptly as billed or invoiced for such services in accordance with the amounts stated in PROPOSAL, including Reimbursable Expenses and costs of any Supplemental Services or Other Expenses that CLIENT selects. Balances that are unpaid a er the payment deadline are subject to a fee of 5% per month or the maximum lawful rate, whichever is less, on the owed amount every month, charged monthly un l the balance is paid. B. To mely provide photos/graphics and informa on necessary to develop recruitment brochure, narrow candidate field, and conduct candidate screening and interviews; failure to do so may, in SGR’s reasonable discre on, extend meline and can nega vely impact the outcome of the process. C. To respond to dra s of documents and reports in a mely manner; failure to do so may, in SGR’s reasonable discre on, extend melines and can nega vely impact the outcome of the process. D. To refer all prospec ve applicants to SGR and not to accept applica ons independently during the recruitment process. E. To provide legal opinions to SGR regarding when and if any informa on rela ng to the PROJECT must or should be released in accordance with public informa on laws or legal process. F. That if CLIENT receives an open records request related to this PROJECT, CLIENT shall no fy and share the request with SGR in wri ng as soon as possible but within no more than three (3) business days of receipt and that CLIENT shall provide sufficient me for SGR to no fy and provide advance no ce to the impacted individuals prior to CLIENT releasing the required informa on with protected informa on redacted. G. To directly reimburse finalists for travel-related expenses rela ng to in-person interviews. H. That CLIENT is ul mately responsible for candidate selec ons and CLIENT will not discriminate against any candidate on the basis of age, race, creed, color, religion, sex, sexual orienta on, na onal origin, disability, marital status, or any other basis that is prohibited by federal, or applicable state, or local law. I. To comply with the Fair Credit Repor ng Act. J. To cooperate with SGR and not impede SGR from performing its obliga ons to CLIENT. 27 Page 1 of 4 3. Addi onal Terms and Condi ons: A. The PROPOSAL is incorporated herein for all purposes including all terms defined therein, but if there is any conflict or inconsistency between the terms or condi ons of this Agreement, this Agreement controls. B. SGR may subs tute personnel other than those ini ally placed, who have substan ally equivalent training and experience and subject to approval of CLIENT, due to factors such as SGR employee/consultant turnover, developing needs of the PROJECT, or CLIENT’s request. C. CLIENT grants SGR permission to use any name, logo, or other iden fying mark of CLIENT in SGR’s social media content to refer to the rela onship established by this agreement. D. Remedies i. CLIENT can terminate this agreement at any me for no reason upon giving SGR seven (7) days advance wri en no ce of the termina on date. In such an event, SGR shall be compensated for all work sa sfactorily performed up to and through the termina on date. ii. SGR can terminate this agreement upon seven (7) days advance wri en no ce of the termina on date to CLIENT if CLIENT has failed to promptly pay in full any undisputed por on of any bill or invoice (if the dispute is in good faith) or has failed to perform its contractual promises in a manner that materially impedes SGR’s ability to successfully perform its obliga ons, including iden fying and a rac ng qualified candidates. In such an event, SGR shall be compensated for all work sa sfactorily performed up to and through the termina on date. E. CLIENT acknowledges that the nature of execu ve recruitment is such that SGR engages in discussions with prospects through the process who may or may not ul mately become a candidate, and that SGR is u lizing its proprietary network of rela onships to iden fy and engage prospec ve candidates, and that premature release of such proprietary informa on, including names of prospec ve candidates with whom SGR may be having conversa ons as part of the recruitment process, may be damaging to the prospects, CLIENT, and SGR. Accordingly, CLIENT acknowledges and, to the extent permi ed by law, agrees that all informa on related to this search is proprietary, and remains the property of and under the exclusive control of SGR, regardless of whether such informa on has been shared with CLIENT. F. There are no third-party beneficiaries to this Agreement. G. If any term or condi on of this Agreement is invalidated by final judgment of a court of competent jurisdic on or becomes impossible to perform, the Par es will confer about whether to con nue performance without amending the Agreement, without prejudice to either Party’s right to terminate the Agreement without cause. H. This Agreement embodies the complete and final understandings, contract, and agreement between the Par es, superseding any and all prior wri en or verbal representa ons, understandings, or agreements pertaining to this PROJECT. This Agreement can be modified only by signed wri en amendment. Electronic communica ons purpor ng to amend this Agreement will be effec ve only if the electronic communica on includes specific reference to this Agreement or PROJECT. I. This Agreement will be governed by the substan ve laws of the State of Texas without regard to the jurisdic on’s choice-of-law doctrines. Venue for any li ga on rela ng to this Agreement will be exclusively in Collin County of the State of Texas. 28 Page 2 of 4 J. To the extent it may be permi ed to do so by applicable law, CLIENT does hereby agree to defend, hold harmless, and indemnify SGR, and all officers, employees, and contractors of SGR, from any and all demands, claims, suits, ac ons, judgments, expenses, and a orneys' fees incurred in any legal proceedings brought against them as a result of ac on taken by SGR, its officers, employees, and contractors, providing the incident(s), which is (are) the basis of any such demand, claim, suit, ac ons, judgments, expenses, and a orneys' fees, arose or does arise in the future from an act or omission of SGR ac ng within the course and scope of SGR’s engagement with CLIENT; excluding, however, any such demand, claim, suit, ac on, judgment, expense, and a orneys' fees for those claims or any causes of ac on where it is determined that SGR commi ed official misconduct, or commi ed a willful or wrongful act or omission, or an act or omission cons tu ng gross negligence, or acted in bad faith. In the case of such indemnified demand, claim, suit, ac on, or judgment, the selec on of SGR’s legal counsel shall be with the mutual agreement of SGR and CLIENT if such legal counsel is not also CLIENT’s legal counsel. A legal defense may be provided through insurance coverage, in which case SGR’s right to agree to legal counsel provided will depend on the terms of the applicable insurance contract. The provisions of this paragraph shall survive the termina on, expira on, or other end of this agreement and/or SGR’s engagement with CLIENT. K. No ces related to this Agreement will go to the respec ve Par es as follows but either Party can change the addressee for no ces to that Party by wri en no ce to the other Party. i. For the purposes of this Agreement, legal no ce shall be required for all ma ers involving poten al termina on ac ons, li ga on, indemnifica on, and unresolved disputes. This does not preclude legal no ce for any other ac ons having a material impact on the Agreement. ii. Any no ce required be given by this Agreement shall be deemed to have been given within three (3) days of emailing or deposi ng in the mail. Legal No ces: SGR CLIENT A n: Melissa Valen ne, Corporate Secretary A n: PO Box 1642 Address: Keller, TX 76244 Melissa@GovernmentResource.com Email: PROJECT Representa ve: SGR CLIENT Aus n Holifield Name: Chief Opera ng Officer Title: Aus nHolifield@GovernmentResource.com Email: 817-337-8581 Phone: 29 Page 3 of 4 Billing and Invoicing: SGR CLIENT A n: Finance Name: Finance@GovernmentResource.com Title: 817-337-8581 Email: Phone: L. Unless sooner terminated, this Agreement shall terminate at such me as the PROJECT is completed and the requirements of this Agreement are sa sfied, except that du es of payment, informa on disclosure, placement guarantee, and any representa ons and warran es survive this Agreement. M. The Par es and each individual who executes this Agreement on behalf of a Party represent and warrant to the other Party that as to each Party’s respec ve signatory, that signatory is authorized by their Party to execute this Agreement and to bind their Party hereto. N. Time is of the essence to this Agreement. O. This Agreement may be executed in counterparts which together will comprise the Agreement. P. This Agreement is subject to appropria on of funds by CLIENT. SGR CLIENT Signature Signature Printed Name: Printed Name: Title: Title: Date: Date: 30 Page 4 of 4 EXECUTIVE SEARCH PROPOSAL DATE SUBMITTED JULY 2, 2025 SUBMITTED TO Ms. Stephanie Beitelschies Director of Human Resources City of Anna PREPARED BY GREG NELSON MOSAIC PUBLIC PARTNERS 200 Gateway Dr., #1908, Lincoln, CA, 95648 916-550-4100 greg@mosaicpublic.com connect@mosaicpublic.com CITY MANAGER CITY OF ANNA, TX MS. BEITELSCHIES: Mosaic Public Partners is pleased to present our qualifications and approach to your executive search needs for the position of City Manager. Mosaic Public Partners was founded on the principles of providing higher levels of innovation and client collaboration to complement the tried-and-true principles of exec- utive search. By using private-sector technologies and search methodologies, we deliver a better client experience and results, while staying within the constraints of the public sector. We pride ourselves on our speed, agility, thoroughness, and client communications. Members of our project team are seasoned public sector executives who have a true passion for the work of public agencies. We understand the challenges that public agencies face and their unique needs. Our consultants have conducted over 310 executive searches across the United States, bringing both experi- ence and a national perspective on current trends and issues. This has allowed us to develop an extensive network of executives as potential candidates that we will deliver to the City if awarded this search. If selected, our senior consultant Julie Baca will lead this recruitment, supported by both principals of the firm. With over thirteen years of experience serving in city management, Ms. Baca will bring knowledge and expertise to the process. We approach each search engagement as a true partnership and are adept at working with elected bodies. As a local example, we are proud of our work with the Austin City Council to select Mr. T.C. Broadnax as its City Manager. We believe this experience, along with our proven track record of successful recruitments, makes Mosaic Public Partners the ideal executive search partner. After reviewing our proposal, please contact us at (916) 550-4100 if you have questions or need additional information. We look forward to hearing from you and hope to have the opportunity to work with you on this important recruitment. Best Regards, July 2, 2025 Ms. Stephanie Beitelschies Director of Human Resources City of Anna 120 W. 7th Street Anna, TX 75409 RE: PROPOSAL TO PROVIDE EXECUTIVE SEARCH SERVICES – CITY MANAGER Bryan Noblett Founder and Managing Partner bryan@mosaicpublic.com Greg Nelson Founder and Managing Partner greg@mosaicpublic.com INDEX 1 Professional Qualifications 3 Why Choose Mosaic Public Partners? 4 Relevant Experience 5 Additional Experience 6 References 7 Approach and Search Methodology 7 Project Management 7 Candidate Profile Development 8 Outreach and Recruiting 8 Candidate Screening and Evaluation 9 Presentation of Candidates 9 Selection Process 9 Background and Final Qualification 9 Closeout Communications 11 Project Team 17 Cost of Services 19 Sample Candidate Profile 1 PROFESSIONAL QUALIFICATIONS We are seasoned public sector executives who have profound respect for the work of public agen- cies. We are passionate about placing today’s public leaders, which enables public agencies to deliver exemplary leadership to their constituents. Following several years of experience in a leadership role with a well-known national public sector search firm, Greg Nelson founded Mosaic Public Partners with his business partner, Bryan Noblett, in January of 2022. Since the launch of our firm, we have conducted more than 140 successful executive searches and are operating in eight states. Including their experience with the prior firm, our consultants have led over 310 successful executive recruitments for public agencies across the nation. Mosaic Public Partners is a Limited Liability Company (LLC) registered in the state of California. Greg Nelson and Bryan Noblett are the founders and managing partners of Mosaic Public Partners with 55% and 45% respective ownership, and both have the authority to bind the firm. There are no known conflicts of interest related to this executive search and no subcontractors are utilized. Mosaic Public Partners has never been involved in litigation, nor has it been involved in any form of financial insolvency. MOSAIC APPROACH Placing today’s public leaders is our mission. Aligning the right candidates with the right opportunities helps our clients to build effective teams. We enjoy building relationships with the people involved in our searches, whether it is the candidates, hiring managers, team members or stakeholders. Establish- ing meaningful connections with those involved in our search processes is the basis from which we derive our success as a trusted partner and client-focused search firm. CLIENT FOCUSED Mosaic Public Partners provides a client-focused, customized approach to every search. We create an open, transparent, and interactive search process for both our clients and candidates. As a small firm we remain highly responsive to client needs and objectives, along with being personally available during the search process. Honest communication, collaboration, and connecting with people are key components in a successful search. At Mosaic Public Partners, we pride ourselves on excellent cus- tomer service, agility, and responsiveness. We tailor our workload so that we can be readily available to assist with all elements of the search process for our clients and candidates alike. Our use of innovative technology allows our clients unparalleled real-time access and visibility into the search process. We use an executive search software platform that provides a client portal to each project. Our commitment is that our clients have a 360-degree view of all elements of their recruitment at any time. As the only public sector search firm using this platform, we offer an innovative and col- laborative experience to our clients that allows a higher level of partnership and transparency. We are proud to bring private sector technology to our public sector searches to make them as efficient and transparent as possible for our clients. 2 TRUSTED PARTNERS Our founding partners are two former public sector executives, each with exemplary service careers. We understand local government and the importance of accountability and responsive- ness. Our combined career histories exemplify professionalism and a dedication to public service, along with a keen understanding of what it takes to be an effective leader in a public sector environment. Leveraging our public service careers, we became experienced executive search consultants, bringing with us a continued dedication to public service and an ethical, confidential, and discrete approach to assisting public agencies in the executive search process. Mosaic Public Partners is your trusted partner in placing today’s public leaders. COMMITMENT TO DIVERSITY, EQUITY, AND INCLUSION The Mosaic Team celebrates and prioritizes diversity, equity, and inclusion in its search practices and in its own organizational culture. We understand the dynamic nature of diverse teams and our clients’ need to build organizations that are as representative of the communities they serve as possible. Simply stated, the need for public employers and public sector search firms to build recruitment processes anchored by a commitment to diversity, equity, and inclusion is more important now than ever. Mosaic Public Partners is committed to ensuring outreach to diverse candidate pools via inclusive and strategic advertising, targeted outreach, and other methods which are all intended to deliver a diverse, highly qualified candidate pool to our clients. Evidence of this commitment can be seen in the placements we have made by viewing Mosaic Placements on our website. 3 COLLABORATION Mosaic Public Partners believes that executive searches are more successful when the consultants and clients work closely together throughout the engagement. We treat each search as a true partnership with our clients. WHY CHOOSE MOSAIC PUBLIC PARTNERS? NATIONAL REACH While we have extensive experience conducting executive searches in Texas, our work across the nation brings a valuable perspective on issues and candidate markets to our clients. We invite you to review our consultants’ body of executive search experience by viewing our Consultant Portfolio. INNOVATION Applying private sector technologies to the tried-and- true practices of public sector searches allows Mosaic Public Partners to deliver needed agility and improved communications to our clients. DIVERSITY Today’s public sector leadership teams thrive when they are diverse in race, ethnic and cultural identity, gender, background and thought. Mosaic Public Partners is here to assist, guide, and lead in that endeavor. EXPERIENCE Public service is the world in which we have lived. Our search team has over 80 years of public service experience. Having attained executive level positions in our public sector careers has given us valuable insight and an advantage in understanding and responding to the nuances and challenges of selecting public sector leaders. SERVICE Our team will be your partner from start to finish. We are committed to providing excellent service to clients and candidates alike, as well as representing our clients at the highest level. 4 Our consultants have conducted City Management recruitments in the last several years that position us to successfully complete this search on behalf of the City of Anna. Below is a list of the most relevant recruitments. City of Bloomington – Bloomington, MN Population – 87,400 City Manager (Current) City of McKinney – McKinney, TX Population – 213,500 Assistant City Manager (2025) City of Austin – Austin, TX Population – 974,000 City Manager (2024) Town of Addison – Addison, TX Population - 17,100 City Manager (2023) City of Brownsville – Brownsville, TX Population – 192,000 City Manager (2023) RELEVANT EXPERIENCE 5 The following is the consultants’ additional experience in conducting City Management executive searches, some of which are attributed to their work with a prior firm (*). YEAR CLIENT POSITION 2025 City of Chandler – Chandler, AZ City Manager (Current) 2025 City of Paso Robles – Paso Robles, CA Assistant City Manager (Current) 2025 City of Orange – Orange, CA City Manager 2025 Town of Gilbert – Gilbert, AZ Assistant Town Manager 2025 City of San José – San José, CA Deputy City Manager 2025 City of South Pasadena – South Pasadena, CA Assistant City Manager/CFO 2025 Adams County – Brighton, CO County Manager 2025 City of Moorpark – Moorpark, CA City Manager 2025 Cosumnes Community Services District - General Manager Elk Grove, CA 2024 City of Arroyo Grande – Arroyo Grande, CA City Manager 2024 City of Elk Grove – Elk Grove, CA Assistant City Manager 2024 City of San Marcos – San Marcos, TX Assistant City Managers (2) 2024 City of Cleburne – Cleburne, TX Assistant City Manager 2024 City of Rancho Palos Verdes – RPV, CA Deputy City Manager 2024 City of Venus – Venus, TX City Administrator 2023 City of Burleson - Burleson, TX Deputy City Manager 2023 City of Morro Bay – Morro Bay, CA City Manager 2023 City of Denton – Denton, TX Assistant City Manager 2022 City of Riverbank – Riverbank, CA Assistant City Manager 2022 City of Palm Desert – Palm Desert, CA Assistant City Manager 2021 City of Burleson – Burleson, TX Deputy City Manager* 2021 City of Lewisville – Lewisville, TX City Manager* 2021 City of Indio – Indio, CA City Manager* 2021 City of Austin – Austin, TX Assistant City Manager* 2021 City of Lincoln – Lincoln, CA City Manager* 2019 City of South Padre Island – South Padre Island, TX City Manager* 2019 City of Denton – Denton, TX Assistant City Manager* 2019 City of Sugar Land – Sugar Land, TX City Manager* 2019 City of Bishop – Bishop, CA City Administrator* 2019 The Woodlands Township – The Woodlands, TX General Manager* 2019 City of Allen – Allen, TX City Manager* 2018 City of Austin – Austin, TX Assistant City Managers (4)* 2018 City of Brownsville – Brownsville, TX City Manager* 2018 City of Austin – Austin, TX Deputy City Manager* 2018 Town of Apple Valley – Apple Valley, CA Town Manager* 2018 City of Lawrence – Lawrence, KS City Manager* 2018 City of Suisun City – Suisun City, CA City Manager* 2017 City of Morro Bay – Morro Bay, CA City Manager* 2017 City of Moorpark – Moorpark, CA City Manager* 2017 Big Bear City Community Services District - General Manager* Big Bear Lake, CA 2016 City of McKinney – McKinney, TX Assistant City Manager* 2016 City of Reno – Reno, NV City Manager* 2016 City of McKinney – McKinney, TX City Manager* 2016 City of South Jordan – South Jordan, UT Assistant City Manager* 2015 City of Lawrence – Lawrence, KS City Manager* 2015 City of Sanger – Sanger, CA City Manager* ADDITIONAL EXPERIENCE 6 The consultants at Mosaic Public Partners are proud of their past work and are happy to provide the following references that are relevant to the City of Anna in the City Manager search. CITY OF MCKINNEY – MCKINNEY, TX PAUL GRIMES, CITY MANAGER 401 E. Virginia Street McKinney, TX 75069 972-547-7500| pgrimes@mckinneytexas.org Searches: Assistant City Manager, First Assistant City Attorney (Current), Fire Chief, Economic Development Cor- poration President*, Assistant City Manager*, Director of Parks and Recreation*, and City Manager*. CITY OF ORANGE – ORANGE, CA MONICA ESPINOZA, HUMAN RESOURCES DIRECTOR 300 E. Chapman Avenue Orange, CA 92866 714-744-7255| mespinoza@cityoforange.org Searches: City Manager (2025), City Attorney (Current), City Attorney, Community Development Director, and Finance Director, City Manager*. CITY OF AUSTIN – AUSTIN, TX KIRK WATSON, MAYOR OR 512-978-2100 kirk.watson@austintexas.gov SUSAN SINZ, DIRECTOR OF HUMAN RESOURCES One Texas Center, 505 Barton Springs Road, Suite 600 Austin, TX 78704 512-974-3400 | susan.sinz@austintexas.gov Mosaic Public Partners was selected to be one of the City of Austin’s executive search firms through its current master agreement process. Searches: Director of Economic Development (Current), City Manager, Chief of Police, Assistant Director of Human Resources, Director of Homeland Security and Emergency Management, Deputy Director of Capital Delivery Services, Assistant Director of Austin Water, Assistant City Manager for Health & Environment*, Chief of Police*, Chief Information Officer*, Deputy Chief Information Officer*, Building Services Officer*, Deputy Director of Communications and Technology Management*, Assistant Director of Developmental Services*, Director of Watershed Protection Department*, Assistant City Manager for Culture & Lifelong Learning*, Deputy City Manager*, Assistant City Manager for Economic Opportunity and Affordability*, Executive Director for Austin Sobriety Center*, Assistant City Manager for Safety*, Assistant City Manager for Mobility*, and Public Works Director*. *Projects completed during the consultants’ tenure with a prior firm. REFERENCES KICKOFF PROJECT MANAGEMENT For council-appointed positions, such as the City Manager, our primary point of contact throughout the search will be a Search Committee of the City Council, along with designated staff contacts to support the search effort. The full Council is involved at critical points of the recruitment. The Mosaic Team will initially meet via videoconference with the Search Committee, and others, as desired. The objectives of this meeting are to learn contact and communication preferences, conduct a stakeholder analysis, develop the project timeline, and to create the preliminary selection process. During this phase of the project, the consultants will review the organization’s job description and review the salary and benefit offering for competitiveness in the market. The consultants will also conduct a stakeholder analysis with the City to determine the level and manner of community and stakeholder engagement neces- sary for a successful process. CANDIDATE PROFILE DEVELOPMENT Based on the project management kickoff meetings, Ms. Baca will meet with the Council members individually, as well as previously identified stakeholders to solicit input on the desired qualities sought in the next City Man- ager and anticipated challenges and opportunities they may face. The project team will also gather important documents, information, and media from the City to be used in the development of the candidate profile. The Mosaic Public Partners team will meet with City staff and stakeholders individually or in small groups to gather their input relative to the desired characteristics sought for candidates, as well as challenges and opportunities facing the City of Anna. Utilizing the input received, Mosaic Public Partners will create a candidate profile that accurately and attractively presents the opportunity to prospective candidates. Once approved by the City, this candidate profile serves as the standard by which all prospective candidates are evaluated and for guiding the search strategies. APPROACH AND SEARCH METHODOLOGY 7 We approach every executive search as a partnership with our client. In this light, we use a proven frame- work as the foundation for the project and collaboratively tailor the work plan to meet the unique needs and wishes of our clients. In every search, we aim to provide our client with three deliverables: 1) a diverse selection of qualified candidates, 2) a thoughtful, inclusive, and well-communicated search process, and 3) sound advice and consultation. The following is a representation of the approach and methodology to a Mosaic Public Partners Search. 8 A sample brochure from the City of McKinney, Assistant City Manager recruitment is included in this proposal as a visual example of the quality way in which we represent our clients and market their search to potential candidates. The City Council Search Committee will be provided with online access to Mosaic Public Partners’ recruitment software through a client portal that ensures the search strategy and approach are properly calibrated for suc- cess. Our goal is to ensure that our clients are continually kept updated on the status of the recruitment. OUTREACH OUTREACH AND RECRUITING Based upon the search strategy developed with the City, Mosaic Public Partners will immediately launch a tar- geted and comprehensive search effort that sources candidates from the following five primary categories. • Advertising Campaign: Advertisements will be placed in sources targeted at attracting a diverse selec- tion of highly qualified candidates. • Website and Social Media Campaign: Mosaic Public Partners provides a comprehensive social media marketing campaign that includes custom graphics, eye-catching photos and distribution on LinkedIn to share the position with potential candidates. Social media posts are crafted at several points throughout the recruitment process. In addition, partners and recruiters share Mosaic Public Partners blog and social media posts on their respective LinkedIn accounts. Mosaic Public Partners will also highlight the position on our website with a blog post, listing in our “Upcoming Career Opportunities” and ultimately on our “Ca- reers” page once the position is open. • Direct Outreach: The search consultants have an extensive candidate network across the nation. These net- works will be leveraged to identify and recruit candidates that appear well matched to the candidate profile. • Indirect Outreach: By using the same candidate networks, Mosaic Public Partners can seek nomina- tions from other leading public sector executives who often provide excellent insight into rising talent • Researched Outreach: Using the search strategy as a guide, Mosaic Public Partners will apply innovative technologies to find and recruit candidates that may not have been identified through other methods. Each potential candidate is personally engaged by the search consultants and many hours are typically spent answering questions and providing information to candidates to minimize any barriers that may be a discouragement. CANDIDATE SCREENING AND EVALUATION The search consultants perform an initial evaluation of candidates based upon their submitted materials. Candidates who are well aligned with the candidate profile, along with all internal candidates, are inter- viewed via videoconference to further evaluate their qualifications and suitability for the position. Candidates who are well matched to the candidate profile are identified and a thorough Internet and news search is conducted to help understand each candidate’s public persona, as well as to ensure that any items that may be seen as controversial are known and understood. 9 SELECTION PRESENTATION OF CANDIDATES During an executive session meeting with the City Council, the search consultants will present the candidates that submitted interest in the position and make recommendations to the City Council. The meeting will be fa- cilitated by Mosaic Public Partners’ innovative client portal which provides the Council with direct access to all candidate materials. From this meeting, the Council decides upon a small group of candidates that are invited to participate in the selection process. SELECTION PROCESS Having previously designed the selection process collaboratively with the City, the search consultants will provide on-site facilitation of the interviews. A typical interview process for a City Manager will include an in- terview with the full City Council and may also include other interview panels which represent community and staff perspectives. Mosaic Public Partners will design and provide tailored interview materials for all interview panels and ensure the City retains the completed materials for records retention needs. Customarily, this initial round of interviews will reduce the field of candidates to a smaller number who are then invited for a second interview with the full Council. BACKGROUND AND FINAL QUALIFICATION Once the City has identified its candidate of choice, the search consultants will perform a thorough back- ground check of the candidate, accompanied by a series of consultant-driven reference checks that seek input from people with a variety of perspectives to the candidate. NEGOTIATION Mosaic Public Partners will negotiate on the City’s behalf to succeed in reaching an agreement with the select- ed candidate. Across earlier candidate conversations, the search consultants attempt to ensure the candidate’s salary and benefit expectations are in accord with the City’s to prevent surprises at this critical culmination of the recruitment. CLOSEOUT COMMUNICATIONS Throughout the search process, Mosaic Public Partners maintains professional communications with all candidates involved. We realize that we are representing the City of Anna throughout the recruitment and ensure that each person we interact with is left with a favorable impression of the City. In this final communication, we inform all candidates who were not selected of their status and the City’s apprecia- tion for their interest. 10 EXECUTIVE SEARCH TIMELINE At the beginning of each search engagement, Mosaic Public Partners meets with clients to collaboratively craft a work plan and timeline that best aligns with our client’s needs. Our consultants will suggest best practices and share examples from prior engagements to tailor a process that is thoughtful and well communicated. The typical duration of a traditional search project is 12-17 weeks. Additionally, the selected candidate will custom- arily need to provide 30-days for notice and transition, if selected from outside of the organization. This brings the total duration to approximately 16-21 weeks. A customized timeline will be crafted in collaboration with the City during the first step of the search engagement. We are confident that we can deliver a successful search effort that meets the needs of the City of Anna. The following timeline represents the typical key milestones of an executive search, including tasks and approxi- mate durations. K I C K O F F Project Management Pre-kickoff meeting: project schedule, stakeholder analysis, communication methods, collection of background material Candidate Profile Development Client input meetings, stakeholder input meetings Drafting and layout of candidate profile 1–2 Weeks O U T R E A C H Outreach and Recruiting Advertising strategy and campaign. Candidate research and identification Seek nominations. Recruit candidates Candidate Screening and Evaluation Paper screening. Screening interviews. News and internet research 4-6 Weeks 2 Weeks Presentation of Candidates Client meeting to review candidates and select those to advance. Candidate updates Selection Process Consult and design interview process Facilitation of on-site interview process, typically 4-7 candidatesS E L E C T I O N 1 Week 2-3 Weeks Background and Final Qualification Background investigation and thorough reference checks for finalist candidate Negotiation Negotiation with final candidate Assistance with offer letter and employment agreement Closeout Communications 1-2 Weeks 1 Week Concurrent 11 PROJECT TEAM If awarded the search, our Senior Consultant Julie Baca will serve on the project team, supported by both Founders and Managing Partners of the firm. In addition, assistance will be provided by the firm’s Business Support Manager, Administrative Services Manager, Research Associate, Recruitment Support Specialist, and a Graphic Designer. JULIE SZYMULA BACA SENIOR CONSULTANT Julie Szymula Baca has over thirteen years of experience in City Management. She holds a Master’s degree in Public Administration from Southern Illinois University and an undergraduate degree from Western Colorado University in Political Science with a law emphasis. As a previously ICMA Certified Administrator, Ms. Baca served on the ICMA Diversity Committee and had the pleasure to serve on various executive Boards throughout her career. Julie also served for over twelve years as an executive in higher education, filling the roles of Chief Financial Officer, Chief Administrative Officer and Vice President of Finance and Administration. Julie has extensive experience in the areas of talent management, grant management, capital construction, community engagement as a certified mediator, and enjoys working with both internal and external orga- nizational stakeholders. Julie has also served on various community boards and commissions to remain engaged in strategic community planning and policy generation for local governments. She is a commu- nity builder with public service at her core. As a Senior Consultant with Mosaic Public Partners, she leverages her extensive public sector leadership experience to serve public agencies with gaps in leadership to gain the most continuity of service possi- ble. Her focus is to provide efficient and effective executive search services in order to deliver the highest quality experience for the candidates and clients we serve. 12 EDUCATION Master of Public Administration– Southern Illinois University – Edwardsville, IL Bachelor of Science, Political Science, -Western Colorado University- Gunnison, CO – CSU Mediation Certification-University of Missouri- Columbia, MO ICMA (International City Management Association) Credentialed City Manager EMPLOYMENT HISTORY Mosaic Public Partners July 2022 - Present Senior Consultant Gunnison, CO • Leveraging her decades of executive experience, Julie is serving clients on a national scale in a variety of execu- tive search recruitments. Western Colorado University May 2012 – July 2022 Vice President of Finance and Administration Gunnison, CO • Western is a public liberal arts University. I served as Interim Chief Administrative Officer, Chief Facilities Officer, and Chief Financial Officer in progressively responsible positions for areas of facilities, finance, construction man- agement, workforce housing development, grant development and community outreach. City of University City, MO May 2006 – May 2010 City Manger • The City of University City, located in St. Louis County Missouri, has an operating budget of 26 million dollars and a combined capital improvement budget of over 40 million dollars. U-City operates under a traditional Coun- cil-Manager form of government. The City is primarily residential however, is also home to Washington University in St. Louis and the largest entertainment district in the metropolitan area. Aging infrastructure and cultural and economic diversity create an exceptional opportunity for municipal involvement. I was recruited back after having served as Assistant City Manager prior to my position in Salida. City of Salida, CO August 2002- May 2006 City Administrator • The City of Salida is a full-service city and the County seat of Chaffee County, CO. Similar to University City, the year I was hired the Council realized the city’s reserves had been depleted over the previous five years. Thus, I was required to make significant financial adjustments and to reduce staff by over ten percent in order to balance the budget. As a result, the City has operated with a million dollars less than the previously budgeted (5.5 million) while still enhancing service delivery. JULIE S. BACA | 970.209.0404 325 N. Teller Street, Gunnison CO 81230 julie@mosaicpublic.com www.linkedin.com/in/julie-baca-a5bb611a/ www.mosaicpublic.com 13 GREG NELSON FOUNDER & MANAGING PARTNER For the better part of a decade, Mr. Nelson has led a successful executive search practice for a national search firm. In his role, Mr. Nelson has successfully recruited public sector executives on a national scale for a diverse array of fields and positions. His work has included positions with intense community interest, high levels of stake- holder involvement, and those with political sensitivities. In the first twenty years of his career, Mr. Nelson served leadership roles in municipal government where he was known for his progressive and principled leadership. Under his tenure, the City increased employee engagement, citizen satisfaction (amongst the highest in a national survey), and made drastic improvements in the labor-management climate. He created public-private partnerships that allowed for superior levels of service during budget shortfalls, while enhancing relationships with stakeholders in the community. Additionally, he has provided expert testimony for state and local legisla- tive bodies. Mr. Nelson was a co-founder of a municipal Human Rights Committee, engaging businesses and citizens in workshops and community dialogue on diversity and social equity issues, in and out of the workplace. Mr. Nelson holds a Master’s degree in Public Administration from the University of Illinois-Springfield with a graduate certificate in Public Sector Labor Relations. As a founder of Mosaic Public Partners, Mr. Greg Nelson leverages decades of experience in the public sector with many years of successful experience leading executive searches for a variety of client roles across the nation. EDUCATION Master of Public Administration – University of Illinois – Springfield, Springfield, IL Graduate Certificate in Public Sector Labor Relations – University of Illinois – Springfield, Springfield, IL Bachelor of Arts, Social Justice Professions – Sangamon State University, Springfield, IL Federal Bureau of Investigations National Academy, Quantico, VA EMPLOYMENT HISTORY Mosaic Public Partners January 2022 - Present Founder and Managing Partner Lincoln, California • Together, with Bryan Noblett, founded the firm to provide higher levels of service and client collaboration in public sector executive search. As co-principals of the firm, we are building a winning employee culture which leads to exceptional customer service. Ralph Andersen & Associates February 2015 – December 2021 Vice President Rocklin, California • Led the firm’s public safety practice area, as well as served a diverse client portfolio primarily in the Western Region of the United States (primarily California, Nevada, Texas, Washington and Oregon). • Leveraged 20-year career in municipal policing to dramatically increase the firm’s public safety practice area. • Successfully performed executive recruitments for clients in a variety of environments, including populations served between 5,000 in population to well over 1 million; various forms of government, including cities, counties, special districts and non-profit. Pekin Police Department September 1994 – February 2015 Chief of Police (2011-2015), Deputy Chief of Police, Lieutenant, Sergeant, Patrolman (1994-2011) Pekin, Illinois – Direct Report to City Manager (population 34,000) • Created a goal-oriented organizational culture within the agency. Crime reduced over 20% in 2014. • Worked cooperatively to establish the best labor-management climate in agency history . • Focused on customer service; Participated in a national study of police-citizen encounters with a rating of 94% favorable, amongst the highest in the study. • Led a state-wide legislative effort in controlling pseudoephedrine to solve the state’s methamphetamine lab prob- lem, building consensus of various stakeholders of government and business collaboration. • Along with one other member, stood up the City’s Human Rights Committee promoting community diversity in the workplace and the community. GREGORY R. NELSON | 916.550.4100 200 Gateway Drive #1908, Lincoln, CA 95648 greg@mosaicpublic.com www.linkedin.com/in/greg-nelson-95728113 www.mosaicpublic.com 14 15 BRYAN NOBLETT FOUNDER & MANAGING PARTNER Bryan Noblett spent over 34 years working as a public safety leader in the Greater Sacramento Region. The majority of his career was spent working in leadership and executive level roles. Bryan placed a strong focus on staff development and on en- suring his organization was responsive to community needs throughout his career. He possesses a strong commitment to customer service and worked diligently as a municipal government executive to ensure his organization was focused on partnering with the community it served. In addition, Bryan is well-versed in labor negotiations and working collaboratively with labor groups to achieve successful outcomes. Bryan’s passion for leadership development, talent assessment and public service led him to accept a posi- tion with a nationally recognized public sector search firm shortly after his retirement. Bryan holds a Bachelor’s degree in Criminal Justice, a Master’s degree in Organizational Leadership and has attended several prestigious professional development courses. As a long-time contributor to city executive teams, Bryan possesses a thorough understanding of all areas of public sector leadership. He spent the last 4 years partnering with municipal clients and com- munities across the country by assisting them in recruiting talented leaders to serve as Police Chiefs, City Managers, Chief Financial Officers, and other executive-level leadership positions. Bryan deeply values his connections with people, which has led to several outstanding placements and ongoing relationships with clients and candidates alike. As a founder of Mosaic Public Partners, Bryan is very excited to focus on client needs and work with candidates to place today’s public leaders. 16 EDUCATION Master of Arts, Organizational Leadership – Chapman University, Orange, CA Bachelor of Science, Criminal Justice – CSU Sacramento, Sacramento, CA Senior Management Institute for Police – Boston University, Boston, MA Federal Bureau of Investigations National Academy, Quantico, VA EMPLOYMENT HISTORY Mosaic Public Partners January 2022 - Present Founder and Managing Partner Lincoln, California • Along with Greg Nelson, founded the firm to provide higher levels of service and client collaboration in public sector executive search. As co-principals of the firm, we are building a winning employee culture which leads to exceptional customer service. Ralph Andersen & Associates October 2019 – December 2021 Executive Search Consultant Rocklin, California • Worked with Greg Nelson in the firm’s public safety practice area, as well as served a diverse client portfolio pri- marily in the Western Region of the United States (primarily California, Nevada, Texas, Washington and Oregon). • Leveraged 30+ year career in municipal policing to successfully complete several police chief searches in multi- ple states. Elk Grove Police Department July 2009 – September 2019 Chief of Police (2016-2019), Assistant Chief of Police (2015-2016), Captain (2009-2015) Elk Grove, CA – Direct Report to City Manager (population 175,000) • Established Chief’s Community Advisory Board to increase community collaboration. • Created mission, vision, values for the organization through collaboration and team building. • Worked with City Council, City Manager and others to build a real-time information center to improve police response, along with increasing officer and public safety. Lodi Police Department February 1985 – July 2009 Lieutenant, Sergeant, Corporal, Detective, Police Officer Lodi, CA (population 65,000) BRYAN A. NOBLETT | 916.550.4100 200 Gateway Drive #1908, Lincoln, CA 95648 bryan@mosaicpublic.com www.linkedin.com/in/bryan-noblett-47689131 www.mosaicpublic.com COST OF SERVICES Our flat fee to provide executive search services as outlined in this proposal for the position of City Manager is $29,500. The flat fee includes both professional services and consultant expenses related to the aforementioned work plans. These expenses include graphic design, a single round of advertising, consultant travel, administrative support, printing, postage, tech- nology, and educational verification and background check on the selected candidate. Invoicing will be in four installments: • Upon Execution of the Professional Services Agreement: $8,850 • After Presentation of Candidates: $8,850 • After Initial Interviews: $8,850 • After Accepted Offer of Employment: $2,950 Included in the flat fee is one consultant trip to facilitate candidate interviews. All other consultant meetings will be conducted via videoconference. Additional consultant trips, if requested, shall be supplementally invoiced at $1,500 per day, per consultant plus consultant travel expenses. Any additional expenses will be invoiced at the end of the project and are supplemental to the flat fee. Candidate travel expenses shall be the responsibility of the City of Anna. This cost proposal and professional search services referenced herein are valid for 60 days from date of submittal. $29,500 FLAT FEE 17 18 GUARANTEE Mosaic Public Partners offers an industry-standard one-year guarantee on our full search process. If, within a one-year period after appointment, the selected candidate in a search voluntarily resigns or is dismissed for cause, Mosaic Public Partners will conduct another search effort without additional fees for professional services. The City would be expected to reimburse the firm for all actual expenses incurred, which are approximately 30% of the flat fee and could include advertising costs, background checks, and consultant travel. This guarantee does not apply to the appointment of internal candidates or to candidates selected over the expressed objection(s) of the consultants. If a placement is not made in the first search attempt, Mosaic Public Partners will conduct a second search effort with no charge for professional services. The City would be expected to pay for all actual expenses incurred in furtherance of the second search effort which could include advertising costs, background checks, and consultant travel. Mosaic Public Partners will never actively recruit our placement while they are employed with the City of Anna. INSURANCE Mosaic Public Partners maintains the following insurance coverage: Errors and Omissions/Professional Liability $2,000,000 General Liability/Commercial $2,000,000 Automobile Liability (hired/non-owned) $1,000,000 Workers Compensation $1,000,000 Cyber/Data Breach Liability $2,000,000 SAMPLE CANDIDATE PROFILE CITY OF MCKINNEY, TX – ASSISTANT CITY MANAGER 19 CITY OF MCKINNEY, TX ASSISTANT CITY MANAGER Recruitment Services Provided By McKinney, Texas, population of 222,441, has a unique, rich, and diverse spirit with a vibrant and promising future. Located along US 75, in the northeastern corner of the Dallas-Fort Worth metroplex, McKinney’s population has more than doubled every ten years since 1990 and is expected to reach 350,000 once the community is built out. McKinney is just 30 miles north of downtown Dallas and is the county seat of Collin County. Throughout its growth, McKinney has maintained its sense of community and dedication to community engagement. The City’s Unique by Nature brand is more than a tagline – it represents a way of life in a community that willingly works together to make McKinney a great place in which to live, work and raise a family. The city continues to invest in parks, recreation areas and well-planned open space, ensuring that as the community grows, it retains its livability and sense of place. The many and varied recreational opportunities include hiking and biking trails, aquatic centers, and splash pads throughout the city parks and a full array of adult and youth sports including golf, soccer, tennis, baseball, softball and more. The city offers numerous festivals throughout the year including holiday events, outdoor music, and art fairs. Residents also benefit from all the cultural amenities within the Metroplex. The city is known for its diversity of housing options located on beautiful tree-lined streets and its outstanding educational system. The highly rated McKinney Independent School District, as well as excellent area private schools, provide quality education to over 24,500 students in grades K-12. All three McKinney ISD high schools rank in the top 5% of the nation’s high schools. McKinney also offers easy access to higher education as the home to Collin College and branches of the University of North Texas, Texas A&M – Commerce, and the University of Texas at Dallas at the Collin Higher Education Center About McKinney The Opportunity The City of McKinney, Texas, presents a rare opportunity to join the executive leadership team of one of the nation’s highest-performing cities as an Assistant City Manager. This position has become available due to the upcoming departure of an Assistant City Manager, who will have served in the role for five years and was selected to become a City Manager in another community. This year, the City of McKinney was recently recognized as a Top Workplace by USA Today. The City of McKinney operates under the council–manager form of government with home rule status, and the current City Manager was appointed in 2016. The City Council con- sists of seven voting members, four of which are elected from districts and two members plus the mayor elected at large. All members are elected for four-year terms, with a limit of two terms per office. The City of McKinney is a large organization with 1,340 FTEs, a $219 million General Fund budget, and a total budget of $888 million. The City’s fiscal policies have resulted in a AAA bond rating from S&P and Moody’s. In addition to being a full-service municipality, McKinney serves as the county seat of Collin County and is home to the McKinney Performing Arts Center (the former Collin County Courthouse) and the McKinney National Airport, a full-service North Texas general aviation airport with a very active corporate flight department. Working for the City of McKinney is more than a job. It is an opportunity to make a meaningful difference in the lives of others. It is also an opportunity to be a part of a High- Performing Organization that values collaboration and works at a fast and dynamic pace. City Government 219M 1,340FTE General Fund Budget Reporting to the City Manager, this position is one of four Assistant City Managers for the City. Each Assistant City Manager functions as an administrative officer for assigned areas of responsibility, and for all City administration as assigned in the absence of the City Manager. Importantly, this position does not have a pre-assigned portfolio of depart- ments or responsibilities, as the City Manager will determine the best assignments based upon the experience and exper- tise of the selected candidate. Assistant City Managers in McKinney are leaders of leaders, each responsible for providing strategic oversight of a num- ber of operational city departments, while also serving as a key member of the City Manager’s executive team. In this capacity, Assistant City Managers frequently interact with the Mayor and Council, leaders of other public agencies, and community stakeholders. The Position Respect. We support a healthy work environment. • We value and respect each other. • We are loyal, dependable and empathetic teammates. • We embrace inclusion, diversity, fairness and open communication. • We are trusted by our leaders to use judgment, take risks and make decisions. • We foster a family-oriented culture that includes understanding, support, balance and fun. Integrity. We model ethical behavior. • We are honest. • We do the right thing, always. • We are open and transparent in our words and actions. • We hold ourselves and co-workers accountable to high ethical standards. • We appropriately question actions that may be inconsistent with our core values. • We are committed to building and maintaining trust in one another and our community. McKinney’s Organizational Values Service. We are selfless public servants. • We serve and help others. • We are caring and compassionate. • We treat everyone the way we wish to be treated. • We deliver exceptional service to internal and external customers. • We are led by servant leaders, at all levels, who care about and support us. • We never forget that we exist to make McKinney a better place to live, work and raise a family. Excellence. We are competent and dedicated. • We pursue excellence. • We search for opportunities to learn and grow. • We are accountable for our work and always do our very best. • We are given challenging work by leaders who empower and support us. • We are responsible stewards who embrace innovation, efficiency and improvement. • We are a unified team that supports the goals and vision established by our elected officials. The City of McKinney used an employee-led process to identify and suggest organizational core values. Nearly 600 employees participated in the process, conducting over 49 small group meetings. The results were adopted and widely accepted – Respect, Integrity, Service and Excellence – R.I.S.E. The next Assistant City Manager will help lead a high performing organization that is delivering excellent municipal services with several exciting challenges and opportunities. While these items are being addressed by the entire organization, interested candidates will appreciate the bold moves underway in McKinney. • The McKinney National Airport, a city-owned asset, is undergoing a major expansion which includes a commercial passenger terminal, runway extension, and a parking garage. Expected to be completed in 2026, McKinney will become the third passenger airport in the Dallas-Fort Worth region. The airport, already a major economic development asset, will add tremendous value to the City of McKinney. • Construction of McKinney’s new City Hall is nearly complete, which not only consolidates and improves the city’s built environment but also anchors a new commercial district adjacent to its downtown and creates redevelopment opportunities for its former facilities. • The City of McKinney has reached an agreement for the development of a 20,000-seat open-air amphitheater located on 46 acres at the northeast corner of U.S. 75 and S.H. 121. This project – called the Sunset Amphitheater – represents a potential investment in the community in excess of $220 million. It is estimated to bring over 1,300 direct and indirect jobs to the community and an economic impact of roughly $3 billion to the area over the first ten years. Bringing this world- class venue to McKinney was a joint effort by the city, the McKinney Economic Development Corporation, and the McKinney Community Development Corporation. • The City of McKinney continues to invest in its culture and organizational development. In 2024 it was the only city in the DFW region to be recognized by D Magazine as one of the top 200 places to work and was also listed as one of the top cities in the nation by USA Today (among only two other municipalities nationwide). • McKinney continues to be one of the fastest growing cities in the region, challenging the city organization to innovate and deliver exceptional services in a fast-moving environment. Challenges & Opportunities The most successful candidates for Assistant City Manager will have the following attributes: • A leadership style founded upon team building, col- laboration, and facilitation is beneficial. The City of McKinney has made strong investments in building itself as a High Performing Organization (HPO). Prior HPO experience through programs such as SEI, or Leading EDGE is a plus, but not required. • Significant municipal leadership experience is key, how- ever the City is open to the specific areas of experience and will reorganize its Assistant City Manager responsi- bilities based on the team assembled. • A strong work ethic and comfort level in a fast-moving environment is crucial. McKinney is, and will continue to be, a city requiring energy levels in keeping with its growth. • Political astuteness and comfort interacting with elected officials, stakeholders, and business leaders will be advantageous. Ideal Candidate Any combination of education and experience that would provide the necessary knowledge, skills, and abilities is qualifying. The following is a typical way to qualify: Education: A Bachelor’s degree in Public Administration, Business or a closely related field. A Master’s degree is preferred, as is ICMA Credentialed Manager designation. Experience: Seven years of previous experience in progres- sively responsible leadership roles that includes significant work in local government. Qualifications The City of McKinney is offering a salary range of $183,610 - $266,240 for this position, commensurate with experience and qualifications. In addition, the City provides an excellent executive benefit plan with the following key features: • Texas Municipal Retirement System (TMRS) with a 7% employee contribution. The City of McKinney matches member deposits and interest at retirement at a rate of 2 to 1. • Relocation Assistance • Automobile and cell phone allowances • Deferred Compensation: A voluntary deferred compensation plan is available. • The City of McKinney participates in Social Security • Medical Insurance • Dental Insurance • Vision Insurance: Employee paid vision insurance is available. • Holidays: The city provides 10 paid holidays per year. • Sick Leave, Vacation Leave, and Paid Military Leave • Basic Life Insurance and AD&D = 1x/annual salary • Short Term Disability • Hospital/Accident/Critical Care Insurance • Flexible Spending Accounts • Tuition Reimbursement Salary & Benefits Application & Selection Process Interested candidates should apply immediately! A first review of résumés is scheduled for Monday, January 20, 2025, but the City may close the recruitment at any time once a suitably strong group of candidates has been estab- lished. Submit a comprehensive résumé and compelling cover letter online at: www.mosaicpublic.com/careers CONFIDENTIAL INQUIRIES ARE WELCOMED TO: Greg Nelson | greg@mosaicpublic.com | (916) 550-4100. Bryan Noblett | bryan@mosaicpublic.com | (916) 550-4100. This recruitment incorporates existing rules and regulations that govern public sector recruitments in the State of Texas. In accordance with public disclosure/open record laws, information submitted for consideration may be made available to the public upon request by interested parties. The City of McKinney is an Equal Opportunity Employer. www.mosaicpublic.com Recruitment Services Provided By Item No. 9. City Council Agenda Staff Report Meeting Date: 7/8/2025 Staff Contact: AGENDA ITEM: Adjourn. SUMMARY: FINANCIAL IMPACT: BACKGROUND: STRATEGIC CONNECTIONS: ATTACHMENTS: