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HomeMy WebLinkAboutRes 2025-08-1807 Pre-Annexation Development Agreement (Trinity Creek) RECORDEDCITY OF ANNA, TEXAS RESOLUTION NO. 20 D-6- 0 8- 18 0 7 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING THE TRINITY CREEK DEVELOPMENT AGREEMENT WITH ANNA GROUP, LLC RELATING TO DEVELOPMENT OF PROPERTY FOR A PLANNED DEVELOPMENT. WHEREAS, approximately 136.701± acres of real property located in and/or near the municipal boundaries of the City, in Collin County, Texas is intended to be developed as a mixed - use planned development (the "Property"); and WHEREAS, the City intends that the Property be developed in accordance with the Trinity Creek Pre -Annexation 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. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval and Authority to Execute The City Council hereby approves the Trinity Creek Pre -Annexation Development Agreement, attached hereto as Exhibit 1, and authorizes the Mayor's or the City Manager's execution of the 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. PASSED by the City Council of the City of Anna, Texas, on this 12th day of August 2025. ATTESTED: APPROVED: Carrie L. Land, ity Sec etary fete Cain, Mayor TRINITY CREEK DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement") is entered into by and between the CITY OF ANNA, TEXAS, a Texas home -rule municipality (the "City"), and ANNA GROUP, LLC, a Texas limited liability company ("Developer") (individually, a "Party,"), 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, Developer owns an approximately 106.833-acre portion of the Property (Tract 1 of Exhibit A (the "PID Property"); and WHEREAS, Developer owns approximately 136.701 acres of real property, described by metes and bounds in Exhibit A and depicted in Exhibit B (the "Property"); and WHEREAS, the Property, is located within the extraterritorial jurisdiction of the City (the "ETT ); and WHEREAS, it is intended that the Property be developed as generally depicted on Exhibit C "Illustrative Layout", and contains a mix of land uses including single-family homes of various sizes, townhomes, commercial, and industrial development to be constructed over multiple phases and is to be known and referred as Trinity Creek (the "Project"); and WHEREAS, it is the intent of the Parties that the Property will be developed substantially in compliance with an agreed upon "Illustrative Layout" (as defined herein), which is attached hereto as Exhibit C, and which may be revised as set forth in this Agreement and in accordance with applicable City Regulations and certain development standards set forth in Exhibit D ("Development Standards"); and WHEREAS, the Depiction of the Property (Exhibit B is intended to generally comply with the vision of the 2050 Comprehensive Plan; and WHEREAS, the Parties intend for the City to provide water and sewer service to the Property; and WHEREAS, Developer desires and intends to construct and/or make financial contributions to certain on -site and/or off -site public improvements to serve the development of the PID Property ("Authorized Improvements"), which Authorized Improvements are generally identified in Exhibit E.1 and that Developer's costs incurred therewith will be financed or reimbursed through PID Bond Proceeds; and Trinity Creek Development Agreement WHEREAS, in consideration of Developer's agreements contained herein, the City shall use reasonable efforts to exercise its powers under the PID Act to provide financing arrangements that will enable 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 Authorized Improvements using the proceeds of PID Bonds; or (b) obtain reimbursement for the specified portion of the costs of the Authorized Improvements, the source of which reimbursement will be installment payments from Assessments within the PID Property, provided that such reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses; and WHEREAS, the Parties desire and intend for the design, construction, and installation of the Authorized Improvements to occur in a phased manner over the Term of this Agreement and that Developer will dedicate to and the City will accept the Authorized Improvements for public use and maintenance, subject to the City's approval of the plans and inspection of the Authorized Improvements 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 the Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt an Assessment Ordinance (to pay for a specified portion of the Budgeted Cost(s) shown on Exhibit E.1 and approved by the City's Director of Public Works or his designee and the costs associated with the administration of the PID and the issuance of the PID Bonds); and (iii) issue, in multiple series, up to $19,600,000 in the principal amount of PID Bonds for the purpose of financing a specified portion of the costs of the Authorized Improvements and paying associated costs as described herein; and WHEREAS, the City shall use reasonable efforts to issue PID Bonds periodically up to a maximum principal amount of $19,600,000 in multiple series, to finance the Authorized Improvements in accordance with the Service and Assessment Plan; and WHEREAS, prior to or concurrent with the sale of any PID Bond issue: (a) the City Council shall have approved and adopted the PID Resolution, a Service and Assessment Plan and an Assessment Ordinance (collectively, the "PID Documents") and (b) the City shall have reviewed and approved the Home Buyer Disclosure Program and a landowner agreement(s) to be executed by owners of the PID Property constituting all of the acreage in the applicable phase of the PID for which PID Bonds are being issued; and WHEREAS, to the extent funds must be advanced to pay for any costs associated with the creation of the PID, the issuance of PID Bonds, or the preparation of documentation related thereto, including any costs incurred by the City and its consultants and advisors (excluding the fees associated with closing the PID Bonds), Developer shall be responsible for advancing such funds, shall have a right to reimbursement for certain funds advanced from PID Bond Proceeds and/or 21 Trinity Creek Development Agreement Assessments, and the City will not be responsible for such reimbursement or the payment of such costs from any other sources of funds; 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, Developer understands and acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and WHEREAS, 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 Developer's development of the Property; and WHEREAS, immediately following annexation of the ETJ Property, the City intends to consider zoning the Property as a planned development district and the Parties acknowledge that the Property may be developed and used in accordance with this Agreement; and WHEREAS, as the ETJ 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 212.172(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 on April 27, 2021. Administrative Expenses means reasonable expenses incurred by the City and Developer in the establishment, administration, and operation of the PID. 3� Trinity Creek Development Agreement 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 on a phase -by -phase basis, under one or more Assessment Ordinances adopted on a phase -by -phase basis to reimburse Developer for a portion of the Authorized Improvements 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 Authorized Improvements. Assessment Ordinance means an ordinance approved by the City Council under the PID Act establishing one or more Assessment(s). Authorized Improvements means all on- and off -site public water, sewer, drainage, and roadway facilities, rights -of -way, along with other public improvements, such as landscaping and screening, that benefit the Property, are to be constructed by Developer, are identified on Exhibit E_0, and for which the Parties intend Developer will be fully or partially reimbursed pursuant to the terms of this Agreement. Authorized Improvements Cost means the actual costs of design, engineering, construction, acquisition, and inspection of the Authorized Improvements and all actual costs related in any manner to the Authorized Improvements. Bond Ordinance means an ordinance adopted by the City Council that authorizes and approves the issuance and sale of a particular series of RID Bonds. Budgeted Cost means, with respect to any given Authorized Improvement, the estimated cost of the improvement as set forth by phase in Exhibit E.I. Capital Improvements Plan ("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. Chapter 395 means Chapter 395, Texas Local Government Code. City means the City of Anna, a home rule municipality located in Collin County, Texas Cites 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 41 Trinity Creek Development Agreement 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. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of the City Manager if the designation is in writing and signed by the current or acting City Manager. City PID Fee means a fee per residential lot required by the City PID policy to be paid by Developer to the City for each phase of development of the PID Property and which shall be calculated based on the number of residential lots in such phase of development in accordance with Section 3.3. 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 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 Development Standards, the Development Standards shall control. This term does not include Park Fees, which shall be assessed on the Property in accordance with this Agreement. Commercial Tract means, collectively, the +/-10-acre Commercial Tract, the +/-29.2-acre Industrial Tract, and the +/-9.9-acre Multi -Family & Commercial Tract as said areas are depicted in Exhibit C. Concept Plan means the intended conceptual plan as may be approved by the City in accordance with Section 5.8 in which case it shall fully supersede and replace the Illustrative Layout. Developer Cash Contribution means any amount required to pay Authorized Improvements Cost that for a phase of development that is not funded or reimbursed with PID Bond Proceeds from the PID Bond issued for such phase. 5� Trinity Creek Development Agreement Developer Continuing Disclosure Agreement means any continuing disclosure agreement of Developer executed contemporaneously with the issuance and sale of PID Bonds. Developer Improvement Account means an account into which Developer shall deposit the Developer Cash Contribution to provide security and to fund any amount of Authorized Improvements Cost not funded or reimbursed with PID Bond Proceeds. Development Standards mean the design specifications and construction standards identified in Section 5.12 (d) 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. 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. Governing Regulations mean the regulations identified in Section 5.12 of this agreement. HOA means the homeowners association formed with respect to the Project, which shall privately function as a homeowners association for the Project to be named the Trinity Creek Homeowners Association or such similar name as may be available with Texas Secretary of State or its successors. Home Buyer Disclosure Program means the disclosure program, administered by the Administrator, as set forth in a document in the form of Exhibit F or another form agreed to by the Parties, that establishes a mechanism to disclose to each End User the terms and conditions under which their lot is burdened by the PID. Illustrative Layout means the intended plan for the development of the Project as depicted on Exhibit B. Impact Fee Reimbursements means reimbursements paid to Developer by the City for costs attributable to oversizing Oversized Public Infrastructure as set forth in Section 5.6. Improvement Account of the Project Fund means the construction fund account created under a particular Indenture, funded by PID Bond Proceeds, and used to pay or reimburse for certain portions of the construction or acquisition of the Authorized Improvements. 61 Trinity Creek Development Agreement Indenture means a trust indenture by and between the City and a trustee bank under which a particular series of PID Bonds are issued and funds are held and disbursed. 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 (iv) a certificate delivered to the City by a qualified independent third party (which party may be the PID 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 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. Notice means any notice required or contemplated by 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. PID means the "Trinity Creek Public Improvement District" for which the City agrees to exert reasonable efforts to create for the benefit 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 each series of assessment revenue bonds issued by the City pursuant to the PID Act to finance the Authorized Improvements on a phase -by -phase basis. PID Bond Proceeds means the funds generated from the sale of the PID Bonds. PID Documents means, collectively, the PID Resolution, the SAP, and the Assessment Ordinance(s). PID Financial Summary means the document attached to this Agreement as Exhibit M, which summarizes financial data related to the PID. PID Resolution means the resolution adopted by the Council creating the PID. 71 Trinity Creek Development Agreement Public Infrastructure means all water, wastewater/sewer, detention and drainage, roadway, park and trail, and other infrastructure necessary to serve the full development of the Project and/or to be constructed by Developer and dedicated to the City under this Agreement. The term includes the Authorized Improvements. Real Property Records means the official land recordings of the Collin County Clerk's Office. Service and Assessment Plan ("SAP") means the service and assessment plan for the PID, to be adopted and amended 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 this Agreement. SECTION 3 PUBLIC IMPROVEMENT DISTRICTS 3.1 Creation of the PID; Levy of Assessments. Within thirty (30) days of Developer's submission of a petition to the city requesting creation of the PID, the City shall use reasonable efforts to initiate and approve all necessary documents and resolutions, including without limitation the PID Documents, required to effectuate this Agreement, to create the PID, and to levy the Assessments. The City will prepare and approve a Preliminary Service and Assessment Plan providing for the levy of the Assessments on the PID Property. Promptly following preparation and approval of a preliminary SAP acceptable to the Parties and subject to the City Council making findings that the Authorized Improvements confer a special benefit on the initial phase of the PID Property, the City Council shall consider an Assessment Ordinance with respect to such phase. Developer shall develop the PID 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. Following the levy of the Assessment applicable to a particular phase of the Project, Developer shall: (a) approve and accept in writing the levy of the Assessment(s) on all land owned by Developer; (b) approve and accept in writing the Home Buyer Disclosure Program related to such phase; and (c) 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: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and that the purchase of such land take their title subject to and expressly assume the terms and provisions of such assessments and the liens created thereby; and (ii) comply with the Home Buyer Disclosure Program. The covenants required to be recorded under this paragraph shall be recorded substantially contemporaneously with the recordation of the plat of the applicable phase, except 8 _ Trinity Creek Development Agreement for the Final SAP which will be recorded by the City upon its approval in accordance with the PID Act. 3.3 City PID Fee. Developer shall pay to the City, at any time at or prior to closing and delivery of any series of PID Bonds for a particular phase of development, the amount of the City PID Fee based upon the number of residential lots in the applicable phase of development for which the PID Bonds are being issued. The aggregate amount of the City PID Fee shall not exceed $1,111,800 (327 single- family residential units multiplied by $3,400) and shall not be refundable for any reason. The City PID Fee shall not be reimbursable from Assessments or PID Bond Proceeds. The City PID Fee shall not be increased, decreased or discounted for any reason, including without limitation a change in the number of lots ultimately developed within the PID Project. SECTION 4 AUTHORIZED IMPROVEMENTS 4.1 Authorized Improvements. Prior to the issuance of PID Bonds, the Budgeted Costs, Authorized Improvements, and Authorized Improvement Cost are subject to change as may be agreed upon by Developer and the City and, if changed, shall be updated by Developer and the City consistent with the Service and Assessment Plan and the PID Act. All approved final plats within the PID Property shall include those Authorized Improvements located therein and the respective Authorized Improvement Costs 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, Budgeted Costs, Authorized Improvement Costs, the timetable for installation of the Authorized Improvements, and all other pertinent information and data will be reviewed at least annually by the Parties in an annual update of the Service and Assessment Plan adopted and approved by the City consistent with the requirements of Section 372.013(b) of the PID Act. 4.2 Construction, Ownership, and Transfer of Authorized Improvements. (a) Contract Award. Developer's engineers shall prepare, or cause the preparation of, and provide all contract specifications and necessary related documents. Certain portions of the Budgeted Cost(s) shall be paid from the proceeds of PID Bonds in accordance with the applicable Indenture. (b) Construction Standards and Inspection. The Authorized Improvements and all other Public Infrastructure required for the development of the PID Property shall be constructed and inspected —and all fees applicable to the Project shall be paid by Developer —in accordance with applicable state law, City Regulations, the applicable Bond Ordinance and other development requirements, including those imposed by any other governing body or entity with jurisdiction over the Authorized Improvements. (c) Contract Letting. This Agreement and construction of the Authorized Improvements are anticipated to be exempt from competitive bidding pursuant to Texas Local 91 Trinity Creek Development Agreement Government Code Section 252.022(a)(9) and 252.022(a)(11) based upon current cost estimates. However, in the event that the actual costs for the Authorized Improvements do not meet the parameters for exemption from the competitive bid requirement, then either competitive bid or alternative delivery methods may be utilized by the City as allowed by law. The Parties acknowledge that the construction contracts for the construction ofAuthorized Improvements have not been awarded as of the Effective Date and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Authorized Improvements, the Parties agree as follows: (1) Developer's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including but not limited to the proposed construction contract showing the negotiated total contract price and scope of work. (2) Developer shall submit all such documents along with a written notice of intention to let a construction contract at least twenty (20) days in advance of the date that Developer intends to execute such contract. (3) Within fifteen (15) days after receipt of the written notice and associated documents, the City may (i) approve the amount of the contract price and provide written notice to Developer that Developer may execute the construction contract and provide a copy to the PID Administrator, which approval shall not be unreasonably withheld; or (ii) require that the contract be procured through competitive bidding or competitive sealed proposals (Competitive Procurement") solely to the extent that the Authorized Improvements for which such construction contract is to be let do not meet the parameters for exemption from the competitive bidding pursuant to Texas Local Government Code Section 252.022. If the City fails to notify Developer within such 15-day period, the City shall be deemed to have approved the contract price and authorized Developer to execute the construction contract; provided, however, no such contract shall be deemed to be approved and Developer shall not be deemed to be authorized to execute such contract unless Developer submits the written notice and associated documents with a written statement prominently displayed on the first page of the notice in bold -face, underline, capitalized text in at least 12-point size font reading as follows: "WARNING: IF THE CITY FAILS TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) DAYS IN ACCORDANCE WITH SECTION 4.2(c)(3) OF THE TRINITY CREEK DEVELOPMENT AGREEMENT, THE SUBMITTED PROPOSED CONTRACT(S) SHALL BE DEEMED TO BE APPROVED BY THE CITY AND DEVELOPER SHALL BE DEEMED TO BE AUTHORIZED TO EXECUTE THE PROPOSED CONTRACT(S)." (4) In order to require Competitive Procurement, the City must provide Developer with written notice of said requirement within fifteen (15) days of delivery to the City of the written notice required under Section 4.2(c)(2) above. 101 Trinity Creek Development Agreement (5) If the City Manager requires Competitive Procurement, then Developer must: (i) advertise for and award the contract in the same manner set forth for competitive sealed bids or competitive sealed proposals Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252 as approved by the City Manager; and (ii) supply the City with true and complete copies of all notices of bid/proposal requests and all bids/proposals subsequently received. (d) Ownership. All of the Authorized Improvements shall be owned by the City upon acceptance of them by the City. 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 to the City and the public. (e) Operation and Maintenance. Upon inspection, approval, and acceptance of the Authorized Improvements, the City shall maintain and operate the accepted Authorized Improvements. (0 Applicability. Subsections (a)-(c), above, shall not apply to Public Infrastructure that the City is obligated to fund and construct under this Agreement, if any. SECTION 5 ADDITIONAL OBLIGATIONS 5.1 Wastewater/Sanitary Sewer Facilities. (a) Developer's General Obligations.L Developer is responsible for the design, installation, and construction of all wastewater/sanitary sewer improvements necessary to serve the Property, as generally depicted in Exhibit G. The design of all wastewater/sanitary sewer improvements shall be approved by the City in advance of the construction of same. Subject to the City's obligations under Section 12.10, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for wastewater/sewer facilities (the size and extent of each such easement or other property interest to be approved by the City) for all development. The locations of said easements or other proper interests shall be approved by the City's Director of Public Works or his/her designee as part of the platting process. The costs of obtaining such easements may be included in the applicable Authorized Improvement Costs to be reimbursed to Developer through the PID. (b) Timing of Developer's Obligations. Except as otherwise provided herein, Developer shall complete in a good and workmanlike manner all wastewater/sanitary sewer improvements necessary to serve each phase of the Project prior to the recordation of the final plat covering such phase. 5.2 Water Facilities. Trinity Creek Development Agreement (a) Developer's General Obligations. Developer is responsible for design, installation, and construction of all water improvements necessary to serve the Property, as generally depicted in Exhibit H. The design of water improvements shall be approved by the City in advance of the construction of same. Subject to the City's obligations under Section 12.10, Developer shall be responsible for the acquisition of any easements and other property acquisitions necessary for water facilities (the size and extent of each such easement or other property interest to be approved by the City) for all development upon and within the Property. The locations of said easements or other property interests shall be approved by the City's Director of Public Works or his/her designee as part of the platting process. The costs of obtaining such easements may be included in the applicable Authorized Improvement Costs to be reimbursed to Developer through the PID. (b) Timing of Developer's Obligations. Except as otherwise provided herein, Developer shall complete in a good and workmanlike manner all water improvements necessary to serve each phase of the Project prior to the recordation of the final plat covering such phase. 5.3 Water and Wastewater Services. (a) The City represents and confirms that it currently has and reasonably expects to continue to have the capacity to provide to the Proper continuous and adequate retail wastewater service at times and in capacities sufficient to meet the service demands of the Project as it is developed. To the extent that the City elects to be the retail water' provider to the Project or any portion thereof, it shall take all actions necessary to have the capacity to provide continuous and adequate retail water service at times and in capacities sufficient to meet the service demands of the Project as it is developed. (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 rates as similar projects 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 order in compliance with all applicable laws and ordinances and all applicable regulations, rules, policies, standards, orders of any governmental entity with jurisdiction over same. 5.4 Roadway Facilities and Drainage Improvements. (a) Developer General Obligations. Developer is responsible for the design, installation, and construction of all roadway facilities required to serve the Property, as generally depicted in Exhibit I. The design of all roadway improvements shall be approved by the City in advance of the construction of same. (b) Timing of General Obligations. Prior to the recordation of any final plat for any phase of the Project, Developer shall complete, in a good and workmanlike manner, 12� Trinity Creek Development Agreement construction of all roadway facilities and related improvements necessary to serve such phase in accordance with construction plans approved by the City. Thereafter, the roads shall be conveyed to the City for ownership and maintenance. (c) Drainage/Detention Infrastructure. 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, Developer shall complete in a good and workmanlike manner construction of the drainage/detention improvements necessary to serve such phase. Upon inspection, approval, and acceptance, City shall maintain and operate the drainage and roadway improvements for the Property. The HOA will maintain and operate all detention facilities except to the extent expressly set forth to the contrary in this Agreement. 5.5 Screening, Landscaping, and Entryways. On or before one hundred eighty (180) days after final City acceptance of the Public Infrastructure for each phase of development, Developer shall complete construction, in a good and workmanlike manner, of the landscaping, screening and entryways for such phase in accordance with City Regulations. Said improvements shall thereafter be maintained in good appearance and repair by the HOA or the POA as applicable 5.6 Infrastructure Oversizing. 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 attributable to the oversizing required by the City from sources other than PID Bond Proceeds or Assessments. In the event Developer constructs or causes 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 the PID shall not be utilized for financing the costs of Oversized Public Infrastructure that is attributable to the oversizing of the Oversized Public Infrastructure. To the extent that any Oversized Public Infrastructure is included in the Capital Improvement Plan the portion of the costs shall be funded by Impact Fee Reimbursements. 5.7 Mandatory Homeowners Association and Property Owners Association. (a) Mandatory Homeowners Association. As relates to the PID Property, Developer will create, in a manner acceptable to the City, a mandatory homeowner association ("HOA"), which HOA, whether one or more, shall be required to levy and collect from home owners within the PID Property annual fees in an amount calculated to maintain the open spaces, common areas, the Amenity Center as described and defined in this Agreement, hike and bike trails located in common areas, portions of which will be open to the public, right-of-way irrigation systems, raised medians and other right-of-way landscaping, and screening walls 13� Trinity Creek Development Agreement within the PID Property. Common areas including but not limited to the Amenity Center, the water feature, screening, landscaping, gardens, entrances to the PID 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. (b) Mandatory Property Owner's Association. As relates to the Commercial Tract, Developer will create or cause to be created, in a manner acceptable to the City, a mandatory property owner association(s) ("POA"), which POA, whether one or more, shall be required to levy and collect from property owners within the Commercial Tract annual fees in an amount calculated to maintain the open spaces, common areas, water features, sidewalks, landscaping/screening in common areas and other common areas within the Commercial Tract. All such common areas shall be maintained solely by the POA. Maintenance of public rights -of - way landscaping and screening by the POA shall comply with City Regulations and the POA shall be subject to enforcement by the City. 5.8 Illustrative Layout; Concept Plan. (a) 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. A Concept Plan will be required as part of the Zoning process identified in Section 8.1(b) and the Concept Plan, once approved by the City, shall be deemed to frilly supersede and replace the Illustrative Layout for all purposes. As a result, Developer may revise the Illustrative Layout as part of an administrative approval of the Concept Plan provided the number of residential lots shown on the Illustrative Layout does not increase by greater than five percent (5%), the numbers of residential lots in each category shown on the Illustrative Layout does not increase by greater than five percent (5%), and the amount of open space shown on the Illustrative Layout does not decrease by greater than five percent (5%). If the Director of Development Services does not administratively approve such revisions to the Concept Plan within 30 days after receipt of a written request for approval, City Council approval of such revisions shall be required. Nothing in this paragraph shall preclude Developer from applying directly to the City Council for approval of any Concept Plan revisions, including revisions greater than the percentages listed herein. (b) Except as otherwise provided in subsection (a) of this section, all other revisions to the Concept Plan require the approval of the City Council, including without limitation any approval of the Concept Plan that is part of approval of zoning. (c) If Developer submits a Concept Plan as provided by this section and the Director of Development Services or his/her designee determines that the Concept Plan should be administratively approved, the Director of Development Services or his or her designee shall cause the approved revised Concept Plan to be attached to the official version of this Agreement 141 Trinity Creek Development Agreement on file with the City's Secretary's office, and Developer shall record the approved revised Concept Plan in the Land Recordings of the Collin County Clerk's office. 5.9 Community Amenities. Developer will (or will cause the) design, construction, maintenance, and operation of certain amenities in the Project. Developer shall construct one or more picnic areas, greenspace with trash receptacles, interconnectivity to the trail systems as shown in Exhibit L and a children's playground with associated greenspace. General depictions of a portion of the Community Amenities are included on Exhibit L. To the extent that any Community Amenities may be included as Authorized Improvements 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. 5.10 Parkland Dedication Credit. Developer shall construct certain trails within the Project (the "Community Trails") as generally depicted on the Trail and Connectivity Map attached hereto as Exhibit K, which Community Trails are intended to be in compliance with the 2050 Comprehensive Plan (and must be a minimum of eight feet (8') in width). At the City's sole discretion, Developer shall: (a) dedicate the Community Trails to the City in fee simple and the City shall maintain the Community Trails as part of the City's pane system; or (2) grant a public access easement over the Community Trails allowing access by the general public and the HOA shall maintain the Community Trails. The Community Trails, if dedicated to the City in fee simple, may —to the extent permitted Under City Regulations —be used to offset a portion of applicable parkland dedication or improvement requirements or fees required in lieu thereof, of any kind, including requirements for the payment of Park Fees. 5.11 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 final acceptance of any Authorized Improvements necessary to serve such Property. To assist in the determination as to whether building permits for any phase of development should be issued, Developer shall include all Authorized Improvements and other Public Infrastructure necessary to served such phase in the construction plans required to be submitted under applicable City Regulations. 5.12 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"); 151 <�_. Trinity Creek Development Agreement (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"); Ordinance'); (c) City Code, Article 9.05, in effect on the Effective Date (the "Sign (d) the Illustrative Layout set forth on Exhibit B and the development regulations for the Property set forth on Exhibit D (except as otherwise approved in accordance with Section 5.14 in the event of conflicts) (the "Development Standards"); (e) upon annexation pursuant to Section 8.1 of this Agreement, 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 Ci1y Code. (g) 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. The Governing Regulations are considered part of this Agreement and are incorporated herein by reference for all purposes. 5.13 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. 16� Trinity Creek Development Agreement 5.14 Conflicts. In the event of any conflict between 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. In the event of any conflict between any future Concept Plan and the Development Standards in Exhibit D, the Development Standards in Exhibit D shall control (except for modifications to the Illustrative Layout that are allowed pursuant to the terms of the Development Standards and/or Zoning Ordinance). SECTION 6 urn unNnc 6.1 PID Bond Issuance. Subject to the satisfaction of conditions set forth in this article, the City may issue PID Bonds solely for the purposes of acquiring or constructing Authorized Improvements. Developer may request issuance of PID Bonds by filing with the City a list of the Authorized Improvements to be funded with the PID Bonds and the estimated costs of such Authorized Improvements. Developer acknowledges that the City may require at that time a professional services agreement that obligates 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 all of the following conditions. (1) The City has evaluated and determined that there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability. (2) The City has determined that the PID Bonds assessment level, structure, terms, conditions and timing of the issuance of the PID Bonds are reasonable for the Authorized Improvement Costs to be financed and that there is sufficient security for the PID Bonds to be creditworthy. (3) 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. (4) The adoption of a Service and Assessment Plan and an assessment ordinance levying assessments on all or any portion of the PID Property benefitted by such Authorized Improvements in amounts sufficient to pay all costs related to such PID Bonds. 17� Trinity Creek Development Agreement (5) The City has formed and utilized its own financing team including, but not limited to, bond counsel, financial advisor, PID Administrator, and underwriters related to the issuance of PID Bonds and bond financing proceedings. (6) The City has chosen its own continuing disclosure consultant. Any and all costs incurred by these activities will be included in City administration costs recouped from Assessments. The continuing disclosure will be divided into City disclosure and Developer disclosure, and the City will not be responsible or liable for Developer disclosure but the City's disclosures professional will be used for both disclosures. (7) Unless otherwise agreed to by the City, the aggregate principal amount of PID Bonds issued and to be issued shall not exceed $19,600,000. (8) Each series of PID Bonds shall be in an amount estimated to be sufficient to fund the Authorized Improvements or portions thereof for which such RID Bonds are being issued. (9) Delivery by Developer to the City of a certification or other evidence from an independent appraiser acceptable to the City confirming that the special benefits conferred on the properties being assessed for the Authorized Improvements increase the value of the property by an amount at least equal to the amount assessed against such property. (10) 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. (11) Developer is current on all taxes, assessments, fees and obligations to the City including without limitation payment of Assessments. (12) Developer is not in default under this Agreement or, with respect to the Property, any other agreement to which Developer and the City are parties. (13) 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. (14) The Administrator has certified that the specified portions of the costs of the Authorized Improvements to be paid from the proceeds of the RID Bonds are eligible to be paid with the proceeds of such PID Bonds. (15) The Authorized Improvements 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 City Regulations. (16) The maximum maturity for PID Bonds shall not exceed thirty (30) fiscal years from the date of delivery thereof. 181 Trinity Creek Development Agreement (17) The final maturity for any PID Bonds shall be not later than forty-five (45) years from the date of this Agreement. (18) The City has determined that the PID Bonds meet all regulatory and legal requirements applicable to the issuance of the PID Bonds. (19) Unless otherwise agreed to by the City, the PID Bonds shall be sold and may be transferred or assigned only (i) in compliance with applicable securities laws and (ii) in minimum denominations of $25,000 or integral multiples of $1,000 in excess thereof; provided, however, that the limitation on transferability or assignment in this subparagraph (ii) shall not apply if the PID Bonds have a rating of not less that BBB -from Fitch Ratings or Standard & Poor's Ratings Services or Baa3 from Moody's Investors Service, Inc. (20) If the applicable portion of Authorized Improvements has not already been constructed and to the extent PID Bond Proceeds are insufficient to fund such Authorized Improvement Costs, Developer shall, at time of closing the PID Bonds, fund or provide evidence of funding sources (including, but not limited to a letter of credit or evidence of available funds through a loan to Developer) sufficient to fund the difference between the Authorized Improvement Costs and the PID Bond Proceeds available to fund such Authorized Improvement Costs related to the applicable Authorized Improvement (without limiting any other provision, in the event Developer does not or cannot provide such funding or evidence of funding sources, the City shall not be required to sell such PID Bonds, and Developer shall reimburse the City for all expenses and liabilities incurred by the City in connection with the proposed issuance of the PID Bonds). (21) 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. (22) Developer agrees to provide periodic information and notices of material events regarding Developer and Developer's development within the PID Project in accordance with Securities and Exchange Commission Rule 15c2-12 and any continuing disclosure agreements executed by Developer in connection with the issuance of PID Bonds. (23) Developer is not in default under a Developer Continuing Disclosure Agreement. (24) The maximum tax equivalent assessment rate for the assessment levy shall not exceed $0.76 per $100.00 taxable assessed valuation, without prior, written consent of the City, in its sole discretion. (25) Developer has completed and the City has accepted the Authorized Improvements for any previous phase of development; and 191 Trinity Creek Development Agreement (26) Unless otherwise agreed to by the City, the value to lien ratio shall not be less than 2:1. The appraised value of the portion of the Property in the applicable phase to the par amount of PID Bonds issued with respect to such phase shall be confirmed by an Independent Appraisal. (27) Developer and the City shall have entered into a PID reimbursement agreement that provides for Developer's construction of certain Authorized Improvements and the City's reimbursement to Developer of certain Authorized Improvement Costs of the applicable phase. (28) The City's Public Works Director determines that the Authorized Improvements Cost shown on Exhibit E, as updated and amended, are reasonable. (29) Unless otherwise agreed to by the City, the proposed structure of the PID Bond issuance does not materially conflict with the PID Financial Summary; provided that (i) changes to lot mix in connection with an approved Concept Plan, (ii) changes reflecting market prices of lots or homes at the time such PID Bonds are issued and (iii) changes reflecting market interest rates at the time of PID Bond issuance shall not be deemed material conflicts. (30) Except for the first series of PID Bonds issued under this Agreement, Developer has constructed all of the Public Infrastructure necessary to serve the Commercial Tract at full build out. 6.2 Disclosure Information. Prior to the issuance of PID Bonds by the City, Developer agrees to provide all relevant information, including financial information, that is reasonably necessary in order to provide potential bond investor's with a true and accurate offering document for any PID Bonds. Developer agrees, represents, and warrants that any information provided by Developer for inclusion in a disclosure document for an issue of PID Bonds will not, to 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 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 Developer Cash Contribution. If at closing on any series of PID Bonds intended to fund construction of Authorized Improvements that have not already been constructed by Developer for the phase of development where such Authorized Improvements are to be constructed, and Developer has not otherwise provided evidence of available funds pursuant to Section 6.1(21) hereof, Developer shall deposit into the Developer Improvement Account the Developer Cash Contribution. 6.4 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 the IRC, Developer agrees to provide, or cause to be provided, such facts and estimates as the City 201 Trinity Creek Development Agreement reasonably considers necessary to enable it to execute and deliver its Tax Certificate, including without limitation a schedule showing the amounts of PID Bond Proceeds that are reasonably expected to be spent at various intervals following the issuance date of the applicable series of PID Bonds, certified by an independent, third -party professional engineer, if requested by the City. 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 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 Authorized Improvements, 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 PAYMENT AND REIMBURSEMENT OF AUTHORIZED IMPROVEMENTS 7.1 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 funds 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. 7.2 Cost Overrun. If the total Authorized Improvements 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"), Developer shall be solely responsible for the Cost Overrun, except as provided in Section 7.3 below. 7.3 Cost Underrun. Upon the final acceptance by City of an Authorized Improvement and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of such Authorized Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining Budgeted Cost, to the extent available in the monies on deposit in the Improvement Account of the Project Fund and the Developer Improvement Account, will be available to pay Cost Overruns on any other Authorized Improvement. Upon request by Developer, the City shall promptly confirm that such remaining amounts are available to pay such Cost Overruns, and Developer and the City will agree how to use such moneys to secure the payment and performance of the work for other Authorized Improvements. SECTION 8 ANNEXATION AND POST -ANNEXATION MATTERS 21� Trinity Creek Development Agreement 8.1 Annexation. (a) Annexation. Within thirty (30) days of its closing on the PID Property, Developer shall submit a voluntary irrevocable petition for annexation of the ETJ Property to the City in compliance with Chapter 43, Texas Local Government Code, or other applicable law, as amended (an "Annexation Petition"). Developer agrees to execute and supply any and all instruments and/or other documentation necessary for the City to legally annex the ETJ Property. The City shall, in accordance with applicable statutory requirements, take all steps necessary to complete the annexation of the ETJ Property within ninety (90) days following Developer's submission of the Annexation Petition. Should the City fail to complete the annexation the ETJ Property in accordance with this Agreement, Developer shall have the right to terminate this Agreement with respect to the ETJ Property with notice to the City and, upon such termination, the ETJ Property shall be immune to involuntary annexation by the City for a period of thirty (30) years thereafter regardless of any change of law. Further, the City would then approve a resolution consenting to the creation of a MUD in the City's ETJ. Subject to Section 8.1(b), the City shall, in accordance with applicable statutory requirements, take all steps necessary to complete the annexation of the ETJ Property immediately prior to the ordinance adopting the PD Zoning. Notwithstanding anything contained herein, to the extent this Agreement is terminated by Developer with respect to the ETJ Property, this Agreement shall remain in effect with respect to the Commercial Tract. (b) Zoning. As soon as is practicable, after or in conjunction with the annexation of the ETJ Property, the City shall consider planned development zoning for the Property (including the PID Property and the Commercial Tract) consistent with the Development Standards, the Illustrative Layout, and this Agreement (each, the "PD Zoning'). Through this Agreement, Developer expressly consents and agrees to the PD Zoning of the Property. Any such zoning of the Property shall otherwise be in accordance with all procedures set forth in the applicable City Regulations. Should the City Council fail —within ninety (90) days after submittal of a complete and sufficient zoning application to approve the PD Zoning, or approve zoning on the Property that is in any way more restrictive than the PD Zoning without Developer consent, then Developer shall have the right to terminate this Agreement with notice to the City provided that such notice is provided in accordance with this Agreement within sixty (60) days of such action or inaction by the City Council. Within thirty (30) days following delivery of such termination notice, the City shall disannex the Property from the City and approve a resolution consenting to the creation of a MUD in the City's ETJ. Notwithstanding the foregoing or any other provision of this Agreement, Developer may elect not to submit a zoning application and may instead rely on this Agreement to govern the use of the Property and all other matters regarding the Property or its development as set forth in this Agreement in accordance with Section 212.172 of the Texas Local Government Code. This Agreement shall govern in the event of any conflict between this Agreement and any future zoning or rezoning of the Property unless Developer consents to such future zoning or rezoning of the Property. 22 ±' Trinity Creek Development Agreement (c) In the absence of fault by the Developer and in the event (i) the City defaults under (a) or (b) of this Section 8.1 or (ii) PID Bonds for a particular phase of the Project are not issued as a result of any act or omission of the City, including the City's refusal to issue such PID Bonds, and a period of ninety (90) days to cure such non-occurrence has passed after the Developer provides written notice of such non-occurrence or default under this Section 8.1, then (a) the City shall —if the Developer petitions for disannexation—disannex the applicable portion of the Property for which PID Bonds have not been issued (in the case of a failure under item (ii) of this Section 8.1(c) within thirty (30) days of the filing of the disannexation petition by the Developer and such property shall thereafter be immune to involuntary annexation by the City for a period of thirty (30) years and (b) the Developer shall provide notice to the City of its intent to form 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 disannexed pursuant to this paragraph and, upon such notice, the City shall be deemed to have consented to the formation of the MUD 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 to the creation of the MUD to the TCEQ, the Texas Attorney General or other agency or body with regulatory powers over the MUD, including but not limited to the City Council's approval of a resolution consenting to the MUD creation in a form acceptable to Developer. If PID Bonds have been issued for prior phases of the PID or assessments been levied, those phases shall remain within the limits of the City. For the avoidance of doubt and notwithstanding the foregoing or any other provision of this Agreement, this paragraph shall not apply with respect to a failure under item (ii) above and disannexation shall not be required with respect to item (ii) above in the event that PID Bonds for a particular phase of the Project are not issued by the City unless and until the Developer has (A) acted in good faith and used its best efforts to cooperate with the City, its consultants, and the underwriter of PID Bonds to successfully market the PID Bonds for sale, and (B) until the Developer has submitted its written request to the City, in the form attached hereto as Exhibit N, and the City has not authorized the issuance of PID Bonds for the requested phase within six (6) months of receipt of said written request. Other than as provided in this Section 8.1, Developers waive the right to file a petition or otherwise seek removal of any portion of the Property from the City or the City's ETJ unless and only to the extent the City is required to disannex any part of the Property under this paragraph. (d) Survival. In the event Developer terminates this Agreement in accordance with this section, Developer's rights and remedies under this section, including disannexation and the ETJ Property's immunity to future involuntary annexation, shall survive such termination. (e) Agreement for Services. Pursuant to Section 43.0672, Texas Local Government Code, this Agreement shall constitute an agreement for the provision of services to the ETJ Property and, except as expressly provided otherwise herein, the City shall, immediately upon the effective date of any annexation, provide the Property with all those municipal services 231T1`t_ Trinity Creek Development Agreement currently offered within the City, including those which may be offered in the future, without discrimination. 8.2 Compliance with City Regulations. (a) When not in direct conflict with the terms and conditions of this Agreement and without regard to whether any part of the Property is inside or outside the City's corporate limits at any given time —the development of the Property shall be subject to all applicable City Regulations, including but not limited to the City's subdivision regulations and design standards and all applicable fees and land dedications. The City shall be the sole authority for approval of all plats, concept plans, civil engineering plans and other development applications required under City Regulations, and the requirement to obtain approval of all such development applications shall apply to the Property to the extent applicable as if all of the Property were located within the City's corporate limits. (b) Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with the Development Standards attached as Exhibit D, the Illustrative Layout as attached as Exhibit C (as may be revised during the Concept Plan approval process in accordance with Section 5.8 of this Agreement) and applicable City Regulations, including without limitation the Materials and Methods Regulations. All City Regulations shall apply to the development and use of the Property unless expressly set forth to the contrary in this Agreement. 8.3 Conflicts. In the event of any direct 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 thereafter adopted, this Agreement, including its exhibits, as applicable, shall control. In the event of a conflict between the Concept Plan and the Development Standards, the Development Standards shall control to the extent of the conflict. 8.4 Phasing. The Property may be developed in phases and 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. 8.5 Vested Rights. This Agreement shall constitute a "permit" (as defined in Chapter 245) that is deemed filed with the City on the Effective Date. CF.f TInN 9 EVENTS OF DEFAULT, REMEDIES 241 Trinity Creek Development Agreement 9.1 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 thirty (30) days after it is due. A nondefaulting party may terminate this Agreement by giving written notice of termination to the defaulting party only if the defaulting party was previously given notice of such default in accordance with this Section 9.1 and failed to cure the default within the applicable time period(s). A notice of termination is effective as of the date the notice is deemed received under Section 12.14. 9.2 Remedies. 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 or terminating this Agreement to the extent permitted under Section 9.1 or Section 9.3. 9.3 Performance Window; Election to Terminate. In the event that, in connection with the issuance of the initial series of PID Bonds, Developer does not satisfy all of its obligations under its control pursuant to Section 6.1 applicable to the initial series of PID Bonds or does not request that the City issue the initial series of PID Bonds on or before June 1, 2028, neither Party shall thereafter be required to perform under this Agreement and this Agreement will terminate. If this Agreement is terminated under this Section 9.3 or is otherwise terminated early under Section 9_1, Developer must within (thirty) 30 days of such termination file or caused to be filed with the City an irrevocable petition by the owners of the PID Property to dissolve the PID and shall thereafter promptly undertake any and all reasonable actions to facilitate the dissolution of the PID. Notwithstanding any provision of this Agreement, Developer's obligations regarding the dissolution of the PID in accordance with this Section 9.3 shall survive such termination. SECTION 10 ASSIGNMENT, ENCUMBRANCE 10.1 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 freely assignable, in whole or in part, to any affiliate or related entity of Developer, or any lienholder on the Property, without the prior written consent of the City. Except as otherwise provided in this paragraph, the obligations, requirements or covenants to the development of the Property shall not be assigned, in whole or in part, by 2s 1 i' Trinity Creek Development Agreement Developer to a non -affiliate or non -related entity of Developer without the prior written consent of the City Manager, which consent shall not be unreasonably withheld or delayed if the assignee demonstrates financial ability to perform. An assignee shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the assignee and shall obligate the assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. No assignment by Developer shall release Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Developer shall maintain written records of all assignments made by Developer 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. Notwithstanding the foregoing, no assignment of this Agreement or any rights of or receivables due Developer under this Agreement or any other agreement relating to the PID way be made by Developer to any party or entity for the purpose of or relating to the issuance of bonds or other obligations. 10.2 Assignees as Parties. An Assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance herewith 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, 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 Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 10.3 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. 10.4 Notice of Assignment. Subject to Section 10.1 of this Agreement, the following requirements shall apply in the event that 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) Developer must provide written notice to the City to the extent required under Section 10.1; (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 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. 261PaJ Trinity Creek Development Agreement SECTION 11 RECORDATION AND ESTOPPEL CERTIFICATES 11.1 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 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 -Buyer of a Fully Developed and Improved Lot except for land use and development regulations that apply to such lots. 11.2 Estoppel Certificates. From time to time, upon written request of a 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 a Developer under this Agreement that are in default. SECTION 12 GENERAL PROVISIONS 12.1 Term. Unless otherwise extended by mutual agreement of the Parties, the term of this Agreement shall be thirty (30) years after the Effective Date (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. 12.2 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all Public Infrastructure necessary to serve the Project, including without limitation streets, utilities, drainage, sidewalks, 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's Director of Public Works or his/her designee. Developer shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's Director of Public Works 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. 271 Trinity Creek Development Agreement 12.3 Maintenance Bonds. 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 con section with the public improvements, arising from defective workmanship or materials used therein, for a Bill period of two years from the date of final acceptance of the public improvements constructed under any such contract(s). 12.4 Inspections Acceptance of Public Infrastructure, and Developer's Remedy. The City shall inspect, as required by City Regulations, the construction of all Authorized Improvements and any Public Infrastructure necessary to support the proposed development within the Property, including without limitation water, sanitary sewer, drainage, streets, park facilities, electrical, and street lights and signs. The City's inspections shall not release 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. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of the Agreement if the City withholds building permits, certificates of occupancy, and/or City utility services as to any portion of the Property until all required Public Infrastructure necessary to such portion is properly constructed according to the approved engineering plans and City Regulations, and until such Public Infrastructure has been dedicated to and accepted by the City. 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. 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. 12.5 Approval of Plats/Plans. Approval by the City, the City's engineer, or other City employee or representative, of any plans, designs, or specifications submitted by 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 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 Developer or Developer's engineers, or their respective officers, agents, servants or employees, it being the intent of the Parties that approval by the City's Director of Public Works or his/her designee signifies approval on only the general design concept of the improvements to be constructed. 12.6 Agricultural Exemption. The City acknowledges that some or all of the PID Property may now have or may in the future have an agricultural, timber, or wildlife management use tax classification, and —provided that Developer satisfies all of its then applicable obligations under Section 6.1—the City may not request removal of any such tax classification until PID Bonds secured by the PID Property are issued to pay for the costs of the Authorized Improvements 28I Trinity Creek Development Agreement and related costs, notwithstanding any waiver of such exemption for other political subdivisions or public entities. 12.7 Insurance. 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 the 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 proper 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 Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public Infrastructure construction contracts, 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. 12.8 INDEMNIFICATION and HOLD HARMLESS. DEVELOPER, INCLUDING ITS RESPECTIVE 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, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OR OTHER WRONGFUL CONDUCT OF DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE 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. DEVELOPER SHALL NOT, HOWEVER, BE 29 Trinity Creek Development Agreement 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 DEVELOPER AND THE CITY, DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES 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 CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. 12.9 Status of Parties. At no time shall the City have any control over or charge/supervision of 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 Developer. 12.10 Eminent Domain. Developer agrees to use commercially reasonable efforts to obtain all third -party rights -of -way, consents, or easements, if any, required for the Public Infrastructure. If, however, Developer is unable to obtain such third -party rights -of -way, consents, or easements within ninety (90) days of commencing efforts to obtain 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. 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, 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 30a<i Trinity Creek Development Agreement refunded to 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. 12.11 Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to Developer after the Effective Date under this Agreement, the name and delivery address of the payee for such payment shall be: Anna Group, LLC 2821 Chapman Rd. Plano, TX 75093 Developer may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee and/or address or through an assignment of Developer's rights hereunder. 12.12 Recitals. The recitals contained in this Agreement: (a) are time 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 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. 12.13 Acknowledgments. In negotiating and entering into this Agreement, the Parties respectively acknowledge and understand that: (a) 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 Developer is 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) 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-, 31� Trinity Creek Development Agreement (d) the Authorized Improvements 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; (f) this Agreement is a development agreement under Section 212.172, Texas Local Govermment Code; (g) Developer is not required to enter into this Agreement; (h) The annexation procedures described in plain language in this Agreement require the Developer's consent; and (i) 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. 12.14 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 when delivered personally or upon the expiration of seventy-two (72) hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City of Anna, Texas Attn: City Manager 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: McCall, Parkhurst & Horton L.L.P. Attn: Rodolfo Segura Jr 717 North Harwood, Suite 900 Dallas, Texas 75201 32 Trinity Creek Development Agreement To Developer: Anna Group, LLC Attn: Ethan Wang 2821 Chapman Road Plano, TX 75093 With a copy to: Coats/Rose Attn: Mindy Koehne 16000 North Dallas Parkway Suite 350 Dallas, Texas 75248 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. 12.15 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. 12.16 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 12.17 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. Developer represents and warrants that this Agreement has been approved by appropriate action of Developer, and that each individual executing this Agreement on behalf of 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. 12.18 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 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 33 Trinity Creek Development Agreement Claims Act. Further, the waiver of immunity herein is not enforceable by any party not a Party to this Agreement. 12.19 Amendment; Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. 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. 12.20 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. 12.21 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. 12.22 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 Boundary Survey Exhibit C Illustrative Layout Exhibit D Development Standards Exhibit E Authorized Improvements and Budgeted Costs Exhibit E.1 Opinion of Probable Construction Costs Exhibit E.2 OPC Exhibits Exhibit F Home Buyer Disclosure Program 34 Trinity Creek Development Agreement Exhibit G Sewer Improvements Exhibit H Water Improvements Exhibit I Roadway/Drainage Improvements Exhibit J Off -Site Improvements Exhibit K Parks, Trails, and Connectivity Plan Map Exhibit L Depiction of Community Amenities Exhibit M PID Bonds Financial Summary Exhibit N Form of Written Request to Levy Assessments 12.24 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 maj eure 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) 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. 12.25 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the Parties expressly amending the terms of this Agreement. 12.26 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 12.27 Form 1295 Certificate of Interested Parties. Prior to execution of this Agreement, Owner agrees to file with the City, pursuant to Texas Government Code Section 2252.908, a signed and completed Texas Ethics Commission ("TEC") Form 1295 and a certification of filing with the TEC, if required by law. 12.28 Certifications. The Developer certifies: (a) Pursuant to Texas Government Code Chapter 2271, as amended, Developer verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither Developer, its parent company, nor its common -control affiliates currently 35 Trinity Creek Development Agreement boycott or will boycott Israel. The term "boycott Israel" as used in this paragraph has the meaning assigned to the term "boycott Israel" in Section 808.001 of the Texas Government Code, as amended; and (b) Pursuant to Texas Government Code, Chapter 2252, as amended, Developer represents and verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither Developer, its parent company, nor its common -control affiliates (i) engage in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. (c) Pursuant to Chapter 2276 of the Texas Government Code (as added by Senate Bill 13, 87th Texas Legislature, Regular Session and redesignated by House Bill 4595, 88th Texas Legislature, Regular Session), Developer certifies that it is not a Company that boycotts energy companies and agrees they will not boycott energy companies during the term of this Agreement. The terms "boycotts energy companies" and "boycott energy companies" have the meaning assigned to the term "boycott energy company" in Section 809.001, Texas Government Code. For purposes of this paragraph, "Company" means a for -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority - owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not include a sole proprietorship. (d) Pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill 19, 87th Texas Legislature, Regular Session, "SB 19"), Developer certifies that it is not a Company that has a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and agrees they will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. The terms "discriminates against a firearm entity or firearm trade association" and "discriminate against a firearm entity or firearm trade association" have the meaning assigned to the term "discriminate against a firearm entity or firearm trade association" in Section 2274.001(3), Texas Government Code (as added by SB 19). For purposes of this paragraph, "Company" means a for -profit organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not mean a sole proprietorship. (e) Developer further certifies that, notwithstanding anything contained in this Agreement, the representations and covenants contained in this Section shall survive termination of this Agreement until the statute of limitations has run. The liability for breach of the representations and covenants contained in this Section during the term of this Agreement 361 Trinity Creek Development Agreement shall survive until barred by the 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. [SIGNATURES PAGES AND EXHIBITS FOLLOW; REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 371- Trinity Creek Development Agreement EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITY OF ANNA, TEXAS By: Name: Pete Cain Title: Mayor Date: STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on this IA day of Rya r 2025, by Pete Cain, Mayor of the City of Anna, Texas, on behalf of said City. [SEAL] Approved as to form: Clark McCoy, City Attorney i Notary Public, State of Texas GRACE KARINA M. DEROSA Notary Public, State of Texas 4P +;z Comm. Expires 12-16-2028 1';1111,11110V Notary ID 135204375 HI Trinity Creek Development Agreement Exhibit A TRACT 1: BEING a 106.883 acre tract of land of situated in Collin County, Texas, in the John Coffmon Survey, Abstract No.197 and in the John Kincaid Survey, Abstract No. 510, and being all that certain tract of land, Tract 1 conveyed to Anna Group, LLC, by deed recorded in Instrument Number 2023000122760, Official Public Records, Collin County, Texas, and being all that certain tract of land conveyed to Sunlit Holdings LLC, by deed recorded in Instrument Number 20190221000181710, Official Public Records, Collin County, Texas, being described by metes and bounds as follows: BEGINNING at a'/2 inch iron rod found with red cap stamped "Geer" for the most northerly northeast corner of the herein described tract, same being the northwest corner of that certain tract of land to WBK Partners, Ltd., Tract 2, by deed recorded in Volume 4292, Page 27, Deed Record, Collin County, Texas, same being in the south right-of-way line of Farm Road No. 455 (an 80' right-of-way); THENCE along the common line of said Anna tract, and said WBK Partners tract follows: South 01 deg. 14 min. 21 sec. East, 352.78 feet to a 3 inch bois d'arc fence post; South 01 deg. 45 min. 55 sec. East, 177.04 feet to a '/2 inch iron rod found with red cap (illegible) beside a corner post for an internal corner of said Anna tract, same being the southwest corner of said WBK Partners tract; North 89 deg. 52 min. 12 sec. East, 1323.92 to a Y2 inch iron rod found beside a corner post for an angle point; South 71 deg. 18 min. 29 sec. East, 277.76 feet with an old fence, the most easterly northeast corner of said Anna tract, from which a '/2 inch iron rod found bears South 69 deg. 17 min. East, 4.47 feet, same being the northwest corner of that certain tract of land to Bloomfield Homes, L.P., by deed recorded in Instrument Number 2023000068839, Official Public Records, Collin County, Texas; THENCE Southerly with the east line of said Anna tract, the west line of said Bloomfield tract and with on old fence and hedgerow as follows: South 24 deg. 23 min. 00 sec. West, 419.41 feet; South 25 deg. 21 min. 53 sec. West, 293.24 feet; South 24 deg. 17 min. 26 sec. West, 387.15 feet; South 23 deg. 14 min. 06 sec. West 444.46 feet to a'/2 inch iron rod found beside a corner post; South 03 deg. 33 min. 54 sec. East, 30.38 feet to inch iron rod found beside a corner post; South 19 deg. 54 min. 48 sec. East, 41.83 feet to a '/2 inch iron rod found beside a corner post; Exhibit A South 42 deg. 44 min. 16 sec. East, 131.40 feet to a'/2 inch iron rod found beside a corner post: South 35 deg. 12 min. 13 sec. West, 177.69 feet to a '/2 inch iron rod found with red cap stamped "Geer" for the most southerly corner of said Anna tract, same being the southwest corner of said Bloomfield tract, same being in the north line of that certain tract of land, to Bloomfield Homes, L.P., by deed recorded in Instrument Number 20211222002575780, aforesaid Official Public Records, from which a'/Z inch iron rod found bears South 55 deg. 43 min. East, 8.36 feet; THENCE northwesterly with the south line of said Anna tract, the north line said Bloomfield Homes tract, and with the evidence of a very old Road which is apparently abandoned (very little evidence of road remains), not in use since 1920, formerly known as Ann -Weston Road (per deed references) as follows: North 55 deg. 56 min. 27 sec. West, 73.56 feet; North 66 deg. 21 min. 09 sec. West, 67.58 feet; North 71 deg. 14 min. 56 sec. West, 42.49 feet; North 77 deg. 43 min. 18 sec. West, 68.50 feet; North 80 deg. 54 min. 32 sec. West 239.90 feet; North 78 deg. 24 min. 28 sec. West, 426.09 feet; North 80 deg. 01 min. 33 sec. West, 234.63 feet; North 78 deg. 59 min. 46 sec. West, 125.01 feet; North 53 deg. 18 min. 04 sec. West, 61.31 feet; North 06 deg. 11 min. 04 sec. West, 125.36 feet; North 17 deg. 13 min. 24 sec. West, 15.78 feet; North 69 deg. 36 min. 10 sec. West, 58.91 feet; North 61 deg. 27 min. 02 sec. West, 164.75 feet; North 88 deg. 52 min. 55 sec. West, 72.91 feet; North 42 deg. 35 min. 16 sec. West, 246.54 feet; North 64 deg. 23 min. 51 sec. West, 62.59 feet; North 37 deg. 30 min. 13 sec. West, 88.02 feet; North 06 deg. 07 min. 30 sec. West, 211.93 feet; Exhibit A North 21 deg. 37 min. 28 sec. West, 346.53 feet; North 89 deg. 18 min. 35 sec. West, 348.05 feet to the most westerly corner of said Anna tract, same being in the south line of that certain tract of land to Sunlit Holdings LLC, by deed recorded in Instrument Number 20190221000181710, aforesaid Official Public Records; THENCE along the common line of said Sunlit tract and said Bloomfield Homes tract as follows: North 55 deg. 39 min. 52 sec. West, 144.29 feet; North 77 deg. 43 min. 25 sec. West, 264.84 feet; North 41 deg. 09 min. 15 sec. West, 154.79 feet; North 62 deg. 34 min. 26 sec. West, 296.45 feet; North 67 deg. 29 min. 17 sec. West, 84.40 feet; North 48 deg. 25 min. 15 sec. West, 82.66 feet to a '/2 inch iron rod found for the most westerly southwest corner of the herein described tract, same being the most westerly southwest corner of said Sunlit tract, same being the northwest corner of said Bloomfield Homes tract, same being on the easterly side of a westerly bend in County Road No. 937 (a prescriptive gravel road), same being in the east line of that certain tract of land to Naomi L. Watson, by deed recorded in Instrument Number 201403130000236380, aforesaid Official Public Records; THENCE North 03 deg. 56 min. 19 sec. East, passing at a distance of 50.00 feet, a '/2 inch iron rod set for the northwest corner of said Sunlit tract, same being the most westerly southwest corner of aforesaid Anna tract, and continuing a total distance of 153.20 feet with the west line of said Anna tract and with the east line of said Watson tract to a '/2 inch iron rod set with "Peiser & Mankin Surv" red plastic cap for the most westerly northwest corner of the herein described tract, same being in the south right-of-way line of aforesaid Farm Road No. 455; THENCE easterly with the north line of the herein described tract, and the south right-of-way line of said Farm Road No. 455 as follows: North 77 deg. 36 min. 02 sec. East,1271.58 feet to a'/2 inch iron rod found with red plastic cap stamped "Geer" for the beginning of a curve to the right having a radius of 1869.86 feet, a delta angle of 11 deg. 24 min. 59 sec., and a chord bearing and distance of North 83 deg. 18 min. 32 sec. East, 371.96 feet; Easterly, along said curve to the right, an arc distance of 372.58 feet, to a'/2 inch iron rod found for the end of said curve; North 89 deg. 01 min. 01 sec. East, 644.81 feet to the POINT OF BEGINNING and containing 106.883 acres of computed land. Exhibit A TRACT 2: BEING a 29.818 acre tract of land of situated in Collin County, Texas, in the John Coffmon Survey, Abstract No. 197 and in the John Kincaid Survey, Abstract No. 510, and being all that certain tract of land, Tract 2, conveyed to Anna Group, LLC, by deed recorded in Instrument Number 2023000122760, Official Public Records, Collin County, Texas, and being described by metes and bounds as follows: BEGINNING at a'/2 inch iron rod found for the southeast corner of the herein described tract, same being the southwest corner of that certain tract of land to WBK Partners, Ltd., Tract 1, by deed recorded in Volume 4292, Page 27, said Deed Records, same being in the north right-of- way line of Farm Road No. 455 (an 80' right-of-way); THENCE along the common line of said Anna tract, and the north right-of-way line of said Farm Road No. 455 as follows: South 89 deg. 01 min. 01 sec. West, 642.49 feet to a'/2 inch iron rod found with red plastic cap stamped "Geer" for the beginning of a curve to the left having a radius of 1949.86 feet, a delta angle of 11 deg. 24 min. 59 sec., and a chord bearing and distance of South 83 deg. 18 min. 34 sec. West, 387.87 feet; Westerly along said curve to the left, passing at an arc distance of 239.93 feet a'/2 inch iron rod found with red plastic cap stamped "Geer" for a point in said curve at a prior deed line, and continuing a total arc distance of 388.52 feet to a'/2 inch iron rod found with red plastic cap (illegible) for the end of said curve; South 77 deg. 36 min. 02 sec. West, 219.69 feet to a'/2 inch iron rod found with red plastic cap stamped "Geer" for the southwest corner of the herein described tract, same being the southeast corner of that certain tract of land to Valinda Plaza, LLC, by deed recorded in Instrument Number 20220408000573260, aforesaid Official Public Records; THENCE North 00 deg. 17 min. 04 sec. East, passing at a distance of 80.00 feet a'/2 inch iron rod found at a prior deed line, and continuing a total distance of 1124.68 feet to a'/2 inch iron rod found for the northwest corner of the herein described tract, same being the northeast corner of said Anna tract, same being an internal corner of said Valinda tract; THENCE North 89 deg. 13 min. 24 sec. East, continuing along the common line of said Anna tract and Valinda tract, a distance of 368.98 feet to a'/2 inch iron rod found for the most easterly southeast corner of said Valinda tract, same being a southwest corner of that certain tract of land to CADG Hurricane Creek, LLC, by deed recorded in Instrument Number 20150529000631020, said Official Public Records; THENCE North 89 deg. 04 min. 19 sec. East, 850.34 feet along the common line of said Anna tract and said CADG tract, with an old fence and hedgerow to a'/2 inch iron rod found for the northeast corner of said Anna tract, same being on internal corner of said CADG tract; THENCE South 00 deg. 57 min. 38 sec. East, continuing along the common line of said Anna tract and said CADG tract, passing a southerly southwest corner of said CADG tract, same being the northwest corner of aforesaid WBK Partners Tract 1, and continuing along the common line of said Anna tract, and said WBK Partners Tract 1, a total distance of 1040.20 feet to the POINT OF BEGINNING and containing 29.818 acres of land. B F 1 0 of / F 0 � / n gg n gg33 911�4ni SOlY6'6ii �n.a' BA ba Ytti iYoi \M — dy li G __A �_ z .R y � M W gap, as' Asa•1" go to in, 14 Ell J q Atli tp i W "A Q 1 11 NIts A ri RD E 22 1n; W E is! a Nis 1 14 14a W-;� 9 4 1 aka d 1 in q lei IT mu Wa IM SA chi P! "in W, MZ . P =1 E , 0 1 aS E o in, Ma law on; u am l5i 121 51 n min, ea Eln. ."fN Z goN MAI Eod SIAN BY R 01 mi 14 Gob ;-Yg EZ !T-1 P vp T! Q x .5 " W Aqv f"qg ' 611 1 1,5-15 1 lum USA V R %gig HIM- H life J . . LIU! W 11- yea jig: tool 1 his QV 10 6: not a- M!" h m 3 !Mil .1 F1 cps W a 1 - Who da TA sot: l; SIZE a HER . � �}j §©u0 G«f{ .�§kV; ° 2§m f .,) / ]41 41 � \4 aa, WISMhdl DEVELOPMENT STANDARDS FOR TRINITY CREEK I. Introduction a. The permitted uses and standards for the development of the Property shall be in accordance with the following: SF-6.0 Single -Family Residential District (SF-6.0), SF-7.2 Single -Family Residential District (SF-7.2), MF Multifamily Residential District (MF) and Local Commercial District (C-1), Regional Commercial District (C-2), and Light Industrial District (1-1) 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. b. 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. c. Where there is a conflict between these Development Standards and the City's Zoning Ordinance, these Development Standards shall control. d. Terms not defined in these Development Standards shall have the meanings ascribed to them 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. e. For the purpose of this document, deletions of certain Zoning Ordinance and Landscape Regulation provisions that are not applicable are indicated in green text that has been struck through, and Additions or Changes (i.e., added or revised development standards that are in addition to or differ from the Zoning Ordinance and Landscape Regulations) are indicated with underlined Green text.) If there are no proposed changes to the underlying zoning regulations, they will not be shown herein. II. Exhibits The following exhibits are incorporated into these Development Standards: 1. ExhibitA— Metes and Bounds 2. Exhibit B — Boundary Survey 3. Exhibit C — Illustrative Layout Page 1 of 13 Exhibit D 4. Exhibit D — Development Standards 5. Exhibit E.0 - Phasing Exhibit 6. Exhibit E.1 - Opinion of Probable Construction Costs (OPC) 7. Exhibit E.2 - OPC Exhibits 8. Exhibit F — Home Buyer Disclosure Program 9. Exhibit G — Sewer Improvements 10. Exhibit H —Water Improvements 11. Exhibit I — Roadway Improvements 12. Exhibit J — Drainage Improvements 13. Exhibit K — Parks, Trails, and Connectivity Plan Map 14. Exhibit L — Renderings of Community and Amenities 15. Exhibit M — PID Financial Summary III. Creation of Phases/Tracts This Property is divided into five tracts: SF Phase 1 Tract, SF Phase 2 Tract, Multi - Family and Commercial Tract, Commercial Tract, and Industrial Tract, as shown on Exhibit C — Illustrative Layout. IV. Illustrative Layout a. Development shall generally comply with Exhibit C — "Illustrative Layout". Where there is a conflict between the Illustrative Layout and these Development Standards, these Development Standards shall control. b. Lot sizes in the SF Phase 1 and SF Phase 2 areas may be mixed within each area to provide additional options and character to project but will generally follow the areas depicted in Exhibit C — "Illustrative Layout". c. Infrastructure Improvements: As shown on the Illustrative Layout, the east/west right-of-way (R.O.W.) that traverses between the Commercial and Multifamily areas, south of West White Street shall be a minimum of 60-foot wide R.O.W. until it crosses the creek, where it will transition to a minimum 50-foot R.O.W. and constructed as a minor collector. The R.O.W. that is adjacent to the amenity center shall be a minimum 50-foot wide R.O.W V. Concept Plan Page 2 of 13 Exhibit D a. A concept plan for any area where new construction is requested must be approved by the City Council prior to the application for any building permit for that new construction. The concept plan may cover only the building site and adjacent streets; the plan is not required to cover the entire tract. b. Details on a Concept Plan that differ from the Illustrative Layout may be authorized by the City Council as part of the zoning process if these details meet the following criteria: i. Does not alter the basic relationship of the proposed single- family development area to adjacent property; ii. alter permitted uses; iii. increases density; iv. increases building height; v. increases site coverage; vi. decreases the off-street parking ratio; and vii. reduces the yards provided at the boundary of the site. c. The City Council will approve a Concept Plan if the plan conforms to these Development Standards. VI. Fencing a. All fences on the portion(s) of a residential lot adjacent to an open space/common area lot(s), with the exception of lots backing and/or siding to required Homeowners Association (H.O.A.) lots adjacent to major/minor thoroughfares and internal primary entrance roadways, must be ornamental metal fences, such as wrought iron or tubular steel. b. Fences constructed between residences may be wood. All wood privacy fencing between residences shall be at least six feet in height. Wood fencing shall be stained and sealed. Plastic and chain link fencing are prohibited. c. Wood fencing of a uniform design shall be constructed along the rear or side lot lines of single-family homes that are adjacent to H.O.A. common area lots running parallel to the primary streets, identified on the Illustrative Layout, within the interior of the community. VII. Private Amenities Page 3 of 13 Exhibit D a. The greenbelt, pocket parks, and linear park areas shall be provided in the general location 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 corridor, pocket parks and linear park areas during the platting stage or the permitting stage. b. The location of the trail system shall be in general conformance with the Illustrative Layout and Parks, Trails and Connectivity Plan Map; provided, however, that the final locations of the trail system 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 trail system during the platting stage or the permitting stage. c. Two pocket parks with a minimum of 1.5+ acres and 0.5 acres shall be provided in addition to the greenbelt and linear park areas. d. A private amenity center facility shall be provided as part of the development. The amenity center facility shall include, at a minimum, a pool, bathroom facilities, guest parking, and associated improvements. e. The greenbelt, linear park, and pocket parks shall be dedicated to the City and maintained by a homeowners association, except as otherwise set forth in the Development Agreement. NOTE: Dedication to the City opens the park areas to the general public with costs borne by the H.O.A. f. All plans and specifications for the construction of such amenities and improvements must be reviewed and approved by the Director of Neighborhood Services, or applicable designees. Developer may receive credits against Park Fees as set forth in the Development Agreement. g. The trail system shall be accessible and open to the general public. h. All sidewalks shall be in accordance with Exhibit I. Vill. Sidewalks Page 4 of 13 Exhibit D a. Refer to Exhibit K — "Parks, Trails, and Connectivity Plan Map" for sidewalk locations. b. Sidewalks will be the width and location for single-family areas as stipulated in the City Design Standards. c. Sidewalks constructed as part of a trail shall be a minimum of 8' wide. IX. SF Phase 1 Regulations a. Base zoning district i. The base zoning district shall be SF-6.0 Single -Family Residence District (SF-6.0) and SF-7.2 Single -Family Residence District (SF- 7.2) for the phase labeled "SF Phase 1" on the Illustrative Layout (Exhibit C). ii. The maximum number of single-family dwelling lots located in Phase 1 shall be as follows: - Maximum number of residential lots (combined total of SF-6.0 and SF-7.2 but not including common area or open space lots): 200 lots. - Maximum number of Mixed -Density (MD) lots: 140 lots. iii. A twenty percent reduction to minimum depths are allowed at knuckles and cul-de-sacs as long as minimum square footage of the zoning district is met. iv. Where adjacent to a H.O.A. lot along interior residential primary streets, side yard shall be considered "interior". b. Permitted uses Except as provided in this subsection, the only main uses permitted are those uses permitted in the SF-6 and SF-7.2 Districts. ii. The following additional main use is permitted by right - Attached Single -Family Dwellings following Mixed -Density (MD) regulations. c. Architectural i. Building articulation. All residential buildings shall be constituted in such a manner to include masonry construction covering at least eighty percent (80%) of the total exterior walls excluding doors windows, and box outs. Masonry materials consist of brick, brick veneer, stone, or stone veneer, Page 5 of 13 Exhibit D and cement plaster. Furthermore, at least one articulation technique is required on each single-family home detaGhed er to add variety and interest to a building. The following features are acceptable techniques of exterior articulation. (A) A base course or plinth course; lintels, sunscreens, banding, moldings, or stringcourse; quoins; oriels; cornices; aches; balconies; shutters; keystones; louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the structure's corners for at least 16 inches.) (B) Horizontal banding continuing the length of the wall facing a street or other similar highly visible areas. (C) The installation of at least two (2) coach lights. (D) Other techniques for building articulation can be substituted if administratively approved by the d+reear administrative official. (E) The use of masonry on the front elevations with 100 percent coverage, not including windows and doors and garages. ii. Roof treatment (A) Except for porch roofs and shed roofs, overall pitched roofs shall have a minimum slope of 6," 8" X 12" (s4 eight inches vertical rise for every 12 inches horizontal run), and the secondary roof pitch a minimum 6" x 12" (six inches vertical rise for every 12 inches horizontal r un), with both having an overhang at least 1' (one foot) beyond the building wall; however, the overhang shall not encroach into a setback more than one foot. Porch roofs and shed roofs must have a minimum pitch of 4" x 12". Roofs of architectural metal can be 5" x 12" pitch. (B) Roofing materials in all residential districts may only consist of architectural asphalt shingles (including laminated dimensional shingles) or architectural metal roofing. Should architectural shingles be used as Page 6 of 13 Exhibit D roofing material said shingles shall be accompanied by a minimum 25-year warranty. d. Open Areas i. For all open space/common area parcels, developers shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at the time of planting) per 40 linear feet, or portion thereof, of public street frontage along such open space/common area lot. Trees may be grouped or clustered to facilitate site design. ii. Minor modifications: The Director of Development Services of his/her designee is authorized to administratively approve modifications to landscaping requirements necessitated by conflicting requirements for public or franchise utilities or drainage improvements. iii. A minimum 10-foot-wide common area tract to be owned and maintained by the homeowners association will be required along both sides of the two primary neighborhoods streets as shown on the Illustrative layout, from West White Street to where the roadways cross the creek to the south. Within the 10-foot-wide common area tract(s), Developer shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at the time of planting) per 40 linear feet, or portion thereof, of street frontage. Trees may be grouped or clustered to facilitate site design. e. Rentals A maximum of five percent rental units are permitted in th is phase. X. SF Phase 2 Regulations a. Base zoning district i. The base zoning district shall be SF-7.2 Single -Family Residence District (SF-7.2) for the phase labeled "SF Phase 2" on the Illustrative Layout (Exhibit C). ii. The maximum number of single-family dwelling lots located in Phase 2 shall be as follows: Page 7 of 13 Exhibit D - Maximum number of residential lots (combined total of SF-6.0 and SF-7.2 but not including common area or open space lots): 200 lots. iii. A twenty percent reduction to minimum depths are allowed at knuckles and cul-de-sacs as long as minimum square footage of the zoning district is met. iv. Where adjacent to a H.O.A. lot along interior residential primary streets, side yard shall be considered "interior". b. Permitted uses i. The only main uses permitted are those uses permitted in the SF-6 and SF-7.2 Districts. c. Architectural Building articulation. All residential buildings shall be constituted in such a manner to include masonry construction covering at least eighty percent (80%) of the total exterior walls excluding doors windows, and box outs. Masonry materials consist of brick brick veneer, stone, or stone veneer, and cement plaster. Furthermore, at least one articulation technique is required on each single-family home detaGhedc) attanhed residential r- wellaRg ,,,,it to add variety and interest to a building. The following features are acceptable techniques of exterior articulation. (A) A base course or plinth course; lintels, sunscreens, banding, moldings, or stringcourse; quoins; oriels; cornices; aches; balconies; shutters; keystones; louvers as part of the exterior wall construction. (Quoins and banding shall wrap around the structure's corners for at least 16 inches.) (B) Horizontal banding continuing the length of the wall facing a street or other similar highly visible areas. (C) The installation of at least two (2) coach lights. (D) Other techniques for building articulation can be substituted if administratively approved by the direEter Page 8of13 Exhibit D administrative official. (E) The use of masonry on the front elevations with 100 percent coverage, not including windows and doors and garages. ii. Roof treatment (A) Except for porch roofs and shed roofs, overall pitched roofs shall have a minimum slope of 6" 8" X 12" (six eight inches vertical rise for every 12 inches horizontal run), and the secondary roof pitch a minimum 6" x 12" (six inches vertical rise for every 12 inches horizontal run), with both having an overhang at least 1' (one foot) beyond the building wall; however, the overhang shall not encroach into a setback more than one foot. Porch roofs and shed roofs must have a minimum pitch of 4" x 12". Roofs of architectural metal can be 5" x 12" pitch. (B) Roofing materials in all residential districts may onl consist of architectural asphalt shingles (including laminated dimensional shingles) or architectural metal roofing. Should architectural shingles be used as roofing material, said shingles shall be accompanied by a minimum 25-year warranty. d. Open Areas i. For all open space/common area parcels, developers shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at the time of planting) per 40 linear feet, or portion thereof, of public street frontage along such open space/common area lot. Trees may be grouped or clustered to facilitate site design. ii. Minor modifications: The Director of Development Services of his/her designee is authorized to administratively approve modifications to landscaping requirements necessitated by conflicting requirements for public or franchise utilities or drainage improvements. iii. A minimum 10-foot-wide common area tract to be owned and maintained by the homeowners association will be required along both sides of the two primary neighborhoods streets as shown on the Page 9 of 13 Exhibit D Illustrative layout, from West White Street to where the roadways cross the creek to the south. Within the 10-foot-wide common area tract(s), Developer shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at the time of planting) per 40 linear feet, or portion thereof, of street frontage. Trees may be grouped or clustered to facilitate site design. e. Rentals A maximum of five percent rental units are permitted in this phase. XI. Multi -Family and Commercial Tract Regulations a. Base zoning district i. The base zoning districts shall be MF Multifamily Residential District (MF) and C-1 Local Commercial District (C-1) for the tract labeled "Multi -Family and Commercial" on the Illustrative Layout (Exhibit C). b. Permitted uses i. The only permitted uses are the following: - Multifamily designed as senior living community. This area shall have restrictive covenants that restrict the occupancy by age and family size. - Health Care facilities that correlate with the senior citizen population of the area. - Regarding the proposed commercial zoning district, the only main uses permitted, except as prohibited below, are those uses permitted in the C-1 Local Commercial District (C-1). c. Prohibited uses i. The following uses are prohibited: - Bed and breakfast facility (S) - Boarding/rooming facility (S) - Hotel/motel (S) - Carwash - Bar (75% sales from alcohol) - Brewpub/Wine Bar - Cannabidiol (CBD) shop (S) - Cigar and smoke shops (S) - Cigar lounge (S) - Commercial amusement (indoor) (S) - Commercial amusement (outdoor) (S) Page 10 of 13 - Convenience store, fuel pumps - Cemetery (S) - School (S) - Technical school (S) - Chemical dependency facility d. Architectural Exhibit D All residential buildings shall be constituted in such a manner to include masonry construction covering at least eighty percent (80%) of the total exterior walls, excluding doors, windows, and box outs. Masonry materials consist of brick, brick veneer, stone, or stone veneer, and cement plaster. e. Parking Dwellings - Multifamily 2 spaces for every unit containing two (2) bedrooms or more. 0% of the required arking must be covered, of including visitor arking, plus 0.25 per welling unitfor visitor arking and evenly ispersed. f. Open Areas i. A minimum 10-foot-wide common area tract to be owned and maintained by the homeowners association will be required along both sides of the two primary neighborhoods streets as shown on the Illustrative layout, from West White Street to where the roadways cross the creek to the south. Within the 10-foot-wide common area tract(s), Developer shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at the time of planting) per 40 linear feet, or portion thereof, of street frontage. Trees may be grouped or clustered to facilitate site design. Page 11 of 13 Exhibit D XII. Commercial Tract Regulations a. Base zoning district i. The base zoning district shall be C-2 Regional Commercial District (C-2) for the tract labeled "Commercial Tract" on the Illustrative Layout (Exhibit C). b. Permitted uses i. The only main uses permitted are those uses permitted in the C-2 Regional Commercial District (C-2). c. Open Areas i. A minimum 10-foot-wide common area tract to be owned and maintained by the homeowner's association will be required along both sides of the two primary neighborhoods streets as shown on the Illustrative layout, from West White Street to where the roadways cross the creek to the south. Within the 10-foot-wide common area tract(s), Developer shall be required to plant one large tree (minimum of three-inch caliper and seven feet high at the time of planting) per 40 linear feet, or portion thereof, of street frontage. Trees may be grouped or clustered to facilitate site design. XIII. Industrial Tract Regulations a. Base zoning district i. The base zoning district shall be Light Industrial District (1-1) for the tract labeled "Industrial Tract" on the Illustrative Layout (Exhibit C). b. Permitted uses Except as provided in this subsection, the only main uses permitted are those uses permitted in the Light Industrial District (1-1). c. Prohibited uses i. The following uses are restricted: - Car Wash - Recreational Vehicle Park - Auto Repair —Heavy - Truck Sales - Adult Entertainment Page 12 of 13 Exhibit D - Commercial Amusement — Outdoor - Convenience Store, Fuel Pumps Heavy Equipment Sales/Service, Rentals - Amphitheater - Athletic Field - Golf Course - Cemetery - Fairgrounds - Salvage Yard - Contractor's Storage Yard - Funeral Services - Transportation Uses as defined in 9.04 Zoning Ordinance Infrastructure Uses as defined in 9.04 Zoning Ordinance - Fuel Pump - Outdoor Storage - Outdoor Display - Donation Collection Bin - Temporary Uses as Defined in 9.04 Zoning Ordinance d. Parking i. The total number of parking spaces required is 563 spaces. 1. Field parking: 368 spaces 2. Garage parking: 195 spaces Page 13 of 13 C p m m o0 C N r\ O OO m m .--I m k N rl N e 0 rl v a N U m m Ln N Ot tmOD m h C D1 lf1 tD N �. tD e•1 a h u° yr ais v> +n V} V4 vt h 00� tD N. 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NET ACRES: 31, LOT WIDTH: 20's, 50's, 60 EARTHWORKA. Item Description Quantity Unit Unit Price Total Cost Site Preparation & Clearing Excavation, unclassified Rough Lot Grading 31 230,000 AC CY $ 1,800.00 $ 3.00 $ 5S,980 $ 690,000 185 EA $ 250.00 $ 46,250 Final Lot Grading 185 EA $ 250.00 $ 46,250 Moisture Conditioning (7-ft) 185 EA $ 2,900.00 $ 536,500 10 Mil Poly Pads 185 EA $ 525.00 $ 97,125 Process and Place Utility Spoils Temporary Sedimentation Basin 11,100 1 CY EA $ 4.00 $ 20,000.00 $ 44,400 $ 20,000 SWPPP 185 EA $ 750.00 $ 138,750 Mobilization Materials Testing 1 LS $ 25,000.00 $ 25,000 I 3.5% Percent $ 1,536,505.00 $ 53,778 Subtotal - Earthwork Improvements $ 1,754,033 Cost Per Lot: 5 9,481 B. WATER IMPROVEMENTS Item Description Quantity Unit j Unit Price Total cost 8-Inch PVC C900 Water Pipe, Complete in Place (including Fittings, 6,918 LF $ 56.00 Pipe Restraints, Thrust Blocking, Bedding and Backfill) $ 387,410 Fire Hydrant Assembly, Complete in Place (includes service line and 6" Gate Valve) 19 EA $ 7,500.00 $ 142,500 1-Inch Water Service,. with Meter Box 185 EA $ 1,250.00 $ 231,250 8-Inch Gate Valve and Box, Complete in Place 37 EA $ 2,500.00 $ 92,500 8" Plug 5 EA $ 2,000.00 $ 10,000 Hydrostatic Testing and Chlorination 6,918 LF $ 2.25 $ 15,566 Trench Safety 6,918 LF $ 1.00 $ 6,918 Connect to Existing Water 1 EA $ 4,000.00 $ 4,000 Mobilization and Bonds 2.0% Percent $ 890,143.87 $ 17,803 Materials Testing 3.5% Percent $ 890,143.87 $ 31,155 Inspection Fees 4.0% Percent $ 890,143.87 $ 35,606 Subtotal - Water Improvements $ 974,708 Cost Per Lot: 45 5,Z&9 Z:\1- Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 OPINION OF PROBABLE COST PHASE 1 LOTS: 185 PROJECT: Anna 137 GROSS ACRES: 32.9 CITY: Anna, Texas NET ACRES: 31.1 lOB NUMBER: 2347295 LOT WIDTH: 20's, 50's, 60's C. SANITARY SEWER IMPROVEMENTS Item Description Quantity Unit Unit Price Total Cost 8-Inch SDR-35 PVC Pipe (All Depths) 6,680 LF $ 60.00 $ 400,800 4-Foot Diameter Manhole 29 EA $ 7,000.00 $ 203,000 5-Foot Diameter Manhole w/ Drop Connection 2 EA $ 13,000.00 $ 26,000 4-Inch Sanitary Sewer Service, Complete in Place 185 EA $ 1,500.00 $ 277,500 4" Cleanout Cement Stabilized Sand 2 260 EA LF $ 2,000.00 $ 70.00 $ 4,000 $ 18,200 Extra Depth on 4-Foot Diameter Manhole (> 6') 87 VF $ 400.00 $ 34,800 Extra Depth on 5-Foot Diameter Manhole (> 6') 6 VF $ 550.00 $ 3,300 Manhole Vacuum Testing 31 EA $ 165.00 $ 5,115 Post -CCTV Inspection 6,680 LF $ 2.25 $ 15,030 Trench Safety 6,680 LF $ 1.00 $ 6,680 Mobilization and Bonds 2.0% Percent $ 994,425.00 $ 19,889 Materials Testing 3.5% Percent $ 994,425.00 $ 34,805 Inspection Fees 4.0% Percent $ 994,425.00 $ 39,777 Subtotal - Sanitary Sewer Improvements $ 1,088,895 Cost Per Lot: $ 5,886 Z:\1- Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 OF PROBABLE COST - PHASE 1 PROJECT: Anna 137 CITY: Anna, Texas JOB NUMBER: 2347295 LOTS: GROSS ACRES: NET ACRES: LOT WIDTH: 185 32.9 31.1 20's, 50's, 60's STORMD. •O Item Description Quantity Unit Unit Price Total Cost 21-Inch Reinforced Concrete Pipe (RCP), C76, Class III, All Depths, Complete in Place 24-Inch Reinforced Concrete Pipe (RCP), C76, Class III, All Depths, Complete in Place 1,467 464 LF LF $ 75.00 $ 90.00 $ 110,025 $ 41,724 30-Inch Reinforced Concrete Pipe (RCP), C76, Class 111, All Depths, Complete in Place 254 LF $ 115.00 $ 29,233 4'x4' Junction Box 2 EA $ 5,000.00 $ 10,000 21" RCP Concrete Headwall 4 EA $ 3,000.00 $ 12,000 24" RCP Concrete Headwall 1 EA $ 3,500.00 $ 3,500 30" RCP Concrete Headwall 1 EA $ 4,250.00 $ 4,250 12" Type "A" Rip Rap 450 SY $ 100.00 $ 45,000 Standard 10' Curb inlet 15 EA $ 5,000.00 $ 75,000 Standard 15' Curb inlet 1 EA $ 7,500.00 $ 7,500 4'x4' Area Inlet 2 EA $ 6,500.00 $ 13,000 Trench Safety 2,185 LF $ 1.00 $ 2,185 Post -CCTV Inspection 2,185 LF $ 1.00 $ 2,185 Mobilization and Bonds 2.0% Percent $ 355,601.60 $ 7,112 Materials Testing 3.5% Percent $ 355,601.60 $ 12,446 Inspection Fees 4.0% Percent $ 355,601.60 $ 14,224 Subtotal - Storm Sewer Improvements $ 389,384 Cost Per Lot: $ 2,105 Z:\1- Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 OPINION OF PROBABLE COST - PHASE 1 LOTS: 185 PROJECT: Anna 137 GROSS ACRES: 32.9 CITY: Anna, Texas NET ACRES: 31.1 JOB NUMBER: 2347295 LOT WIDTH: 20's, 50's, 60's IMPROVEMENTSE. PAVING Item Description Quantity unit Unit Price Total Cost 6-Inch Thick Reinforced Concrete Street Pavement 23,189 SY $ 50.00 $ 1,159,461 6-Inch Thick Lime Treated Subgrade 25,040 SY $ 4.00 $ 100,160 Hydrated Lime (41 Ib/sy) 510 TN $ 350.00 $ 178,500 4" Thick Developer Sidewalk (5' Wide) Barrier Free Ramps 2,229 44 SY EA $ 75.00 $ 2,600,00 $ 167,163 $ 114,400 Concrete Header 2 EA $ 1,000.00 $ 2,000 Type III Barricade 2 EA $ 1,200.00 $ 2,400 Stop Sign (Not Including Pole) 16 EA $ 350.00 $ 5,600 Street Sign Name Blades (Not Including Pole) Poles 36 18 EA EA $ 600.00 $ 500.00 $ 21,600 $ 9,000 Temporary Turn Around 1 LS $ 36,740.00 $ 36,740 Street Light 21 EA $ 2,000.00 $ 42,000 Mobilization and Bonds 2.0% EA $ 1,839,024.44 $ 36,780 Materials Testing 3.5% Percent $ 1,839,024.44 $ 64,366 Inspection Fees 4.0% Percent $ 1,839,024.44 $ 73,561 Subtotal - Paving Improvements $ 2,013,732 Cost Per Lot: $ 10,885 F. RETAINING Item Description WALLS Quantity Unit Unit Price Total Cost 2' Retaining Wall 3' Retaining Wall 173 LF $ 55.00 $ 9,515 $ 20,300 290 LF $ 70.00 4' Retaining Wall 297 LF $ 110.00 $ 32,670 5' Retaining Wall 103 LF $ 140.00 $ 14,420 6' Retaining Wall 256 LF $ 200.00 $ 51,200 8' Retaining Wall 602 LF $ 300.00 $ 180,600 10' Retaining Wall 526 LF $ 440.00 $ 231,440 12' Retaining Wall 286 LF $ 635.00 $ 181,610 14' Retaining Wall 116 LF $ 700.00 $ 81,200 Mobilization and Bonds 1.5% Percent $ 802,955.00 $ 12,044 Subtotal - Retaining Walls $ 814,999 Cost Per Lot: $ 4,405 Z:\1 - Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 G. MISCELLANEOUS Item Description Quantity Unit Unit Price Total Cost Municipal Fees (Preliminary+ Final Plat Fees) 1 LS $ 4,700.00 $ 4,700 Landscape and Amenities 1 LS $ $ - Mailboxes (Installation and Permitting) 185 EA $ 280.00 $ 51,800 Tree Planting (Fee in -lieu -of Planting) Parkland Dedication (Fee in -lieu -of Dedication) 185 EA $ 1,500.00 Electric Service Installation 185 EA $ 500.00 $ 92,500 Gas Service Installation 185 EA $ 500.00 $ 92,500 Subtotal - Miscellaneous Onsite $ 241,500 Cost Per Lot: $ 1,305 SUMMARY A. EARTHWORK IMPROVEMENTS B. WATER IMPROVEMENTS $ $ 1,754,033 974,708 C. SANITARYSEWER IMPROVEMENTS $ 1,088,895 D. STORM SEWER IMPROVEMENTS $ 389,384 E. PAVING IMPROVEMENTS $ 2,013,732 F. RETAINING WALLS G. MISCELLANEOUS ONSITE $ $ 814,999 241,500 Subtotal - Onsite Earthwork, WS&D, Paving and Walls $ 7,277,250 cost Per Lot: S 39,33b Z:\1- Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 ION OF PROBABLE COST - PHASE 2 PROJECT: Anna 137 CITY: Anna, Texas JOB NUMBER: 2347295 LOTS: 138 GROSS ACRES: 37A NET ACRES: 34.9 LOT WIDTH: 50's, 60's A. EARTHWORK IMPROVEMENTS Item Description Quantity Unit Unit Price Total Cost Site Preparation & Clearing 35 Excavation, unclassified 170,000 AC CY $ 1,800.00 $ 3.00 $ 62,820 $ 510,000 Rough Lot Grading 138 EA $ 250.00 $ 34,500 Final Lot Grading 138 EA $ 250.00 $ 34,500 Moisture Conditioning (7-ft) 138 EA $ 2,900.00 $ 400,200 10 Mil Poly Pads 138 EA $ 525.00 $ 72,450 Process and Place Utility Spoils Temporary Sedimentation Basin 8,280 1 CY EA $ 4.00 $ 20,000,00 $ 33,120 $ 20,000 SWPPP 138 EA $ 750.00 $ 103,500 Mobilization 1 LS $ 25,000.00 $ 25,000 Materials Testing 3.5% Percent $ 1,167,590.00 $ 40,866 Subtotal - Earthwork Improvements $ 1,336,956 Cost Per Lot: $ 9,688 IMPROVEMENTSB. WATER Item Description Quantity Unit Unit Price Total Cost 8-Inch PVC C900 Water Pipe, Complete in Place (including Fittings, Pipe Restraints, Thrust Blocking, Bedding and Backfill) 6,508 LF $ 56.00 $ 364,437 Fire Hydrant Assembly, Complete in Place (includes service line and 6" Gate Valve) 15 EA $ 7,500.00 $ 112,500 1-Inch Water Service, with Meter Box 138 EA $ 1,250.00 $ 172,500 8-Inch Gate Valve and Box, Complete in Place 24 EA $ 2,500.00 $ 60,000 8" Plug 2 EA $ 2,000.00 $ 4,000 Hydrostatic Testing and Chlorination 6,508 LF $ 2.25 $ 14,643 Trench Safety 6,508 LF $ 1.00 $ 6,508 Connect to Existing Water 2 EA $ 4,000.00 $ 8,000 Mobilization and Bonds 2.0% Percent $ 742,587.15 $ 14,852 Materials Testing 3.5% Percent $ 742,587.15 $ 25,991 Inspection Fees 4.0% Percent $ 742,587.15 $ 29,703 Subtotal - Water Improvements $ 813,133 Cost Per Lot: $ 5,892 Z:\1- Projects\0015 - Anna ETJ Community\01 - Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 OPINION OF PROBABLE COST - PHASE 2 LOTS: 138 PROJECT: Anna 137 GROSS ACRES: 37.4 CITY: Anna, Texas NET ACRES: 34.9 JOB NUMBER: 2347295 LOT WIDTH: 50's, 60's C. SANITARY SEWER IMPROVEMENTS Item Description Quantity Unit Unit Price Total Cost 8-Inch SDR-35 PVC Pipe (All Depths) 8-Inch SDR-26 PVC Pipe (All Depths) 5,416 LF $ 60.00 $ 324,960 610 LF $ 70.00 $ 42,700 4-Foot Diameter Manhole 22 EA $ 7,000.00 $ 154,000 5-Foot Diameter Manhole w/ Drop Connection 1 EA $ 13,000,00 $ 13,000 4-Inch Sanitary Sewer Service, Complete in Place 4" Cleanout 138 1 EA EA $ 1,500.00 $ 2,000.00 $ 207,000 $ 2,000 Connect to Existing Sewer Main 2 EA $ 2,500.00 $ 5,000 Cement Stabilized Sand 160 LF $ 70.00 $ 11,200 Extra Depth on 4-Foot Diameter Manhole (> 6') 66 VF $ 400.00 $ 26,400 Extra Depth on 5-Foot Diameter Manhole (> 6') 17 VF $ 550.00 $ 9,350 Manhole Vacuum Testing Post -CCTV Inspection 23 6,026 EA LF $ 16S.00 $ 2.25 $ 3,795 $ 13,559 Trench Safety 6,026 LF $ 1.00 $ 6,026 Mobilization and Bonds 2.0% Percent $ 818,989.50 $ 16,380 Materials Testing Inspection Fees 3.5% 4.0% Percent Percent $ 818,989.50 $ 818,989.50 $ 28,665 $ 32,760 Subtotal - Sanitary Sewer Improvements $ 896,794 Cost Per Lot: $ 6,499 Z:\1- Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 D. STORM SEWER IMPROVEMENTS item Description Quantity Unit Unit Price Total Cost 21-Inch Reinforced Concrete Pipe (RCP), C76, Class III, All Depths, Complete in Place 24-Inch Reinforced Concrete Pipe (RCP), C76, Class III, All Depths, Complete in Place 988 300 LF LF $ 75.00 $ 90.00 $ 74,100 $ 27,000 30-Inch Reinforced Concrete Pipe (RCP), C76, Class III, All Depths, Complete in Place 944 LF $ 115.00 $ 108,503 5-Foot By 3-Foot Single Cell Reinforced Concrete Box, Including Bedding with Cement Stabilized Sand, All Depths, Complete in Place 72 LF $ 400.00 $ 28,800 5-Foot By 4-Foot Single Cell Reinforced Concrete Box, Including Bedding with Cement Stabilized Sand, All Depths, Complete in Place 69 LF $ 450.00 31,050 $ 4'x4' Junction Box 5 EA $ 5,000.00 $ 25,000 21" RCP Concrete Headwall 1 EA $ 3,000.00 $ 3,000 30" RCP Concrete Headwall 4 EA $ 4,250.00 $ 17,000 5'x3' RCB Concrete Headwall 2 EA $ 8,500.00 $ 17,000 5'x4' RCB Concrete Headwall 2 EA $ 10,500.00 $ 21,000 12" Type "A" Rip Rap 675 SY $ 100.00 $ 67,500 Standard 10' Curb inlet 19 EA $ 5,000.00 $ 95,000 Standard 15' Curb inlet 1 EA $ 7,500.00 $ 7,500 Trench Safety 2,373 LF $ 1.00 $ 2,373 Post -CCTV Inspection 2,373 LF $ 1.00 $ 2,373 Mobilization and Bonds 2.0% Percent $ 527,197.50 $ 10,544 Materials Testing Inspection Fees 3.5% Percent $ 527,197.50 $ 18,452 4.0% Percent $ 527,197.50 $ 21,088 Subtotal - Storm Sewer Improvements $ 577,281 Cost Per Lot: $ 4,183 Z:\1 - Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 ION OF PROBABLE COST - PHASE 2 JECT: Anna 137 : Anna, Texas NUMBER: 2347295 LOTS: 13 GROSS ACRES: 37. NET ACRES: 34. LOT WIDTH: 50's, 60' E. PAVING IMPROVEMENTS Item Description Quantity Unit Unit Price Total Cost 6-Inch Thick Reinforced Concrete Street Pavement 6-Inch Thick Lime Treated Subgrade 22,514 SY $ 50.00 $ 1,125,706 24,320 SY $ 4.00 $ 97,280 Hydrated Lime (41 Ib/sy) 500 TN $ 350.00 $ 175,000 4" Thick Developer Sidewalk (5' Wide) Barrier Free Ramps 814 23 SY EA $ 75.00 $ 2,600.00 $ 61,071 $ 59,800 Concrete Header 2 EA $ 1,000.00 $ 2,000 Type III Barricade 2 EA $ 1,200.00 $ 2,400 Stop Sign (Not Including Pole) 10 EA $ 350.00 $ 3,500 Street Sign Name Blades (Not Including Pole) 24 EA $ 600.00 $ 14,400 Poles Connect to Existing Pavement 12 2 EA EA $ 500.00 $ 2,000.00 $ 6,000 $ 4,000 Street Light 16 EA $ 2,000.00 $ 32,000 Mobilization and Bonds 2.0% EA $ 1,583,156.39 $ 31,663 Materials Testing 3.5% Percent $ 1,583,156.39 5 55,410 Inspection Fees 4.0% Percent $ 1,583,156.39 $ 63,326 Subtotal - Paving Improvements $ 1,733,556 Cost Per Lot: $ 12,562 F. RETAINING Item Description WALLS Quantity Unit Unit Price Total Cost 2' Retaining Wall 3' Retaining Wall 472 LF $ 55.00 $ 25,960 638 LF $ 70.00 $ 44,660 4' Retaining Wall 737 LF $ 110.00 $ 81,070 5' Retaining Wall 701 LF $ 140.00 $ 98,140 6' Retaining Wall 568 LF $ 200.00 $ 113,600 8' Retaining Wall 1,145 LF $ 300.00 $ 343,500 10' Retaining Wall 581 LF $ 440.00 $ 255,640 12' Retaining Wall 115 LF $ 635.00 $ 73,025 14' Retaining Wall 197 LF $ 700.00 $ 137,900 16' Retaining Wall 59 LF $ 820.00 $ 48,380 Mobilization and Bonds 1.5% Percent $ 1,221,875.00 I $ 18,328 Subtotal - Retaining Walls $ 1,240,203 Cost Per Lot: $ 8,987 Z:\1 - Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhibit E.1 ION OF PROBABLE COST - PHASE 2 PROJECT: Anna 137 CITY: Anna, Texas JOB NUMBER: 2347295 LOTS: 138 GROSS ACRES: 37.4 NET ACRES: LOT WIDTH: 34.9 50's, 60's G. MISCELLANEOUS ONSITE Item Description Quantity Unit Unit Price Total Cost Municipal Fees (Preliminary + Final Plat Fees) 1 LS $ 3,760,00 $ 3,760 Landscape and Amenities 1 LS $ - $ - Mailboxes (Installation and Permitting) 138 EA $ 280.00 $ 38,640 Tree Planting (Fee in -lieu -of Planting) Parkland Dedication (Fee in -lieu -of Dedication) 138 EA $ 1,500.00 Electric Service Installation 138 EA $ 500.00 $ 69,000 $ 69,000 Gas Service Installation 138 EA $ 500.00 Subtotal - Miscellaneous Onsite $ 180,400 Cost Per Lot: $ 1,307 SUMMARY A. EARTHWORK IMPROVEMENTS $ 1,336,956 B. WATER IMPROVEMENTS $ 913,133 C. SANITARYSEWER IMPROVEMENTS $ 896,794 D. STORM SEWER IMPROVEMENTS $ 577,281 E. PAVING IMPROVEMENTS $ 1,733,556 F. RETAINING WALLS $ 1,240,203 G. MISCELLANEOUS ONSITE $ 180,400 Subtotal - Onsite Earthwork, WS&D, Paving and Walls $ 6,778,323 Cost Per Lot: $ 49,118 Z:\1- Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx Exhib=E.1 OPINION OF PROBABLE COST - OFFSITE ROAD LOTS: N/A PROJECT: Anna137 GROSS ACRES: _ N/A CITY: Anna, Texas NET ACRES: N/A JOB NUMBER: 2347295 LOT WIDTH: N/A MAJORH. PAVING IMPROVEMENTS Item Description Quantity Unit Unit Price Total Cost 6-Inch Thick Reinforced Concrete Street Pavement 5,871 SY $ 50.00 $ 293,528 6-Inch Thick Lime Treated Subgrade 6,340 SY $ 4.00 $ 25,360 Hydrated Lime (41 Ib/sy) 130 TN $ 350.00 $ 45,500 4" Thick Developer Sidewalk (S' Wide) 2,958 SY $ 75.00 $ 221,870 Barrier Free Ramps 4 EA $ 2,600.00 $ 10,400 Stop Sign (Not Including Pole) 2 EA $ 350.00 $ 700 Street Sign Name Blades (Not Including Pole) 4 EA $ 600.00 $ 2,400 Pales 2 EA $ 500.00 $ 1,000 Connect to Existing Pavement 2 EA $ 2,000.00 $ 4,000 Mobilization and Bonds 2.0% EA $ 600,758.03 $ 12,015 Materials Testing Inspection Fees 3.5% Percent $ 600,758.03 $ 21,027 4.0% Percent $ 600,758.03 $ 24,030 Subtotal - Offsite Road Improvements $ 661,830 I. MAJOR WATER IMPROVEMENTS Item Description Quantity Unit Unit Price Total Cost 8-Inch PVC C900 Water Pipe, Complete in Place (including Fittings, Pipe Restraints, Thrust Blocking, Bedding and Backfill) 1,512 LF EA $ $ 56.00 7,500.00 $ 84,676 $ 37,500 Fire Hydrant Assembly, Complete in Place (includes service line and 6" Gate Valve) 5-7 8-Inch Gate Valve and Box, Complete in Place 5 EA $ 2,500.00 $ 12,500 Hydrostatic Testing and Chlorination Trench Safety 1,512 LF $ 2.25 $ 3,402 1,512 LF $ 1.00 $ 1,512 Connect to Existing Water 2 EA $ 4,000.00 $ 8,000 Mobilization and Bonds Materials Testing 2.0% 3.5% Percent Percent $ $ 147,590.74 147,590.74 $ 2,952 $ 5,166 Inspection Fees 4.0% Percent $ 147,590.74 $ 5,904 Subtotal - Offsite Road Improvements $ 161,612 MAJORJ. •O Item Description Quantity Unit Unit Price Total Cost 8-Inch SDR-3S PVC Pipe (All Depths) 4-Foot Diameter Manhole 1,469 LF $ 60.00 $ 88,117 5 EA $ 7,000.00 $ 35,000 Connect to Existing Manhole (EX FL =+/- 595.7) 1 EA $ 3,000.00 $ 3,000 Cement Stabilized Sand Manhole Vacuum Testing 20 LF $ 70.00 $ 1,400 5 EA $ 165.00 $ 825 Post -CCTV Inspection 1,469 LF $ 2.25 $ 3,304 Trench Safety 1,469 LF $ 1.00 $ 1,469 Mobilization and Bonds Materials Testing Inspection Fees 2.0% 3.5% Percent Percent $ 133,114.58 $ 133,114.58 $ 2,662 $ 4,659 4ZA Percent $ 133,114.58 $ 5,325 Subtotal - Offsite Road Improvements $ 145,760 Z:\1 - Projects\0015 - Anna ETJ Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 -Anna 137 OPC.xlsx OPINION OF PROBABLE COST - OFFSITE ROAD Exhibit E.1 LOTS: N/A PROJECT: Anna 137 GROSS ACRES: N/A CITY: Anna, Texas NET ACRES: N/A JOB NUMBER: 2347295 K. O. STORM IMPROVEMENTS Item Description Quantity Unit LOT WIDTH: Unit Price N/A Total cost 21-Inch Reinforced Concrete Pipe (RCP), C76, Class III, All Depths, Complete in Place 289 - LF —I- $ 75.00 $ 21,705 7-Foot By 4-Foot Single Cell Reinforced Concrete Box, Including Bedding with Cement Stabilized Sand, All Depths, Complete in Place 84 LF r $ 620.00 $ 52,080 9-Foot By 5-Foot Single Cell Reinforced Concrete Box, Including Bedding with Cement Stabilized Sand, All Depths, Complete in Place 95 LF $ 900.00 $ 85,500 9'x5' RCB Concrete Headwall 2 EA $ 20,000.00 $ 40,000 7'x4' RCB Concrete Headwall 2 EA $ 11,500.00 $ 23,000 21" Concrete Headwall 2 EA $ 3,000.00 $ 6,000 12" Type "A" Rip Rap Standard 10' Curb inlet 450 4 SY EA $ 100.00 $ 5,000.00 $ 45,000 $ 20,000 Trench Safety 468 LF $ 1.00 $ 468 Post -CCTV Inspection 468 LF $ 1.00 $ 468 Mobilization and Bonds 2.0% EA $ 294,221.80 $ 5,884 Materials Testing 3.5% Percent $ 294,221.80 $ 10,298 Inspection Fees 4.0% Percent 1 $ 294,221.80 $ 11,769 Subtotal - Offsite Road Improvements $ 322,173 SUMMARY H. MAJOR PAVING IMPROVEMENTS 1. OFFSITE WATER IMPROVEMENTS $ $ 661,830 161,612 J. OFFSITE SEWER IMPROVEMENTS $ 145,760 X OFFSIDESTORM IMPROVEMENTS $ 322,173 Subtotal - Offsite Road Improvements $ 1,291,375 Z:\1- Projects\0015 - Anna ET1 Community\01- Zoning (2347295)\3.0 Civil\3.2 Planning\3.2.1 OPC\241004 - OPC\ 10/25/2024 241025 - Anna 137 OPC.xlsx V) J N =s Q an LU Fm C7 �> 8g i h Z a V7 p IL a� fl N W r2 W j U U U U U r C O� as m E0 L —y E a X 0 d J m m 00aEl I r N w Z K w A 0 1� ro ro w x w N 0 U 0 ro 4.) w w " b 0 W 1 V1 0 x N a tr F z N m � 0 " a� my N W L X W V a r Laj� a W F F- L) m'I °V XF- Ix wC a� U W LL Q Z n M W LL �6 W O M �-1 Q +I a Z Z a N 4� U � � N N O U O N � M 41 1 > 04 UJ E O .11 y1G N 01 N U N 41 0 A NN h Z 43 0 771n t7' .c" � w a 0 m o d " C N 4J b A H j I a I I N o w w o ui • 1 \ m _ 7 m a _ L vt X l V. W u W CL ff S�P � it � I I � �, ` 1 \•; � r'I 1I `i +f ro E to \ ..• C G C C C ��:.. 4 41 N N 'o 'o o 'o 'o / ro U U U U U o v y m N p N COco " x a 144 al vv ❑ W r' $ a)= Z w - •/ LL a a c c xuj o mau'i U W c f ❑ Y1,... Lo N W w t X W H V a o� U) < Lu , ww F. V=> w Q w o a 0 - oMen ti PI c +1 Q z Z Q K` I r V Q � r Z gWtz � u w v a M u) m� +1 Q Z Z Q I I 1. •c� N W dug I /` � b •„ r� a --- -------- o'd O i O y M I_ Q -- - g LU I •, '� ,... j�� j � W to ------ -1— L6 iYi c~n x / i v .r U u e w Nou� / A N W A N rn II II II � `. � ! z •C N � � � N 7 \ O d n C Q' 4 N U U U / b C OD co N to N O -. m N a)' g m o o cmi ca c E a a cL _ & '� t -2 N w s x w "W" !`L I - ID jj Ili N W 1 I 1 ♦ 1 / �t 1 I 1 1 1 1 � C O O O / p U U U ♦ 00 1 O \ ti LO N N LO fn 1 fC co c - Qw X � �\ c W Q fr co ZO li iI N W x W a oc o� Z g W F- W LL CC m o V x o z Q a W O rn 14 +I z z Q �0)41 U � � ro v°�me m W c a U U O N1 4J 04 11 E U 1 U U C N 0 A ypW� N tp u A N 7 o v �w.4o+ C H � w v mil N W Z X W N w :c W Exhibit F HOME BUYER DISCLOSURE PROGRAM The Administrator (as defined in the Service and Assessment Plan) for the Crystal Park Public Improvement District (the "PID") shall facilitate notice to prospective homebuyers in accordance with the following notices. Administrator shall monitor the enforcement of the following minimum requirements: 1. Require builders to include notice of the PID in accordance with Section 5.014 of the Texas Property Code. 2. Require signage indicating that the property for sale is located in a special assessment district and require that such signage be located in conspicuous places in all model homes. 3. Prepare and provide to builders an overview of the PID for those builders to include in each sales packets. 4. Notify builders who estimate monthly ownership costs of the requirement that they must disclose Assessments separately with estimated property taxes. 5. Notify Settlement Companies through the builders that they are required to include Assessments on HUD 1 forms and include separately with total estimated taxes for the purpose of setting up tax escrows. 6. Include notice of the PID in the homeowner association documents inconspicuous bold font. 7. The City will include announcements of the PID on the City's web site. 8. The disclosure program shall be monitored by the homebuilders and the Administrator. t II IIIIIII I IIIIIII111 L z aL �F a w z \ c ui oQ rx, x a 4J /• U , ro Ip ro c a zCLa w v y v 11 N N Vl ° aa ro 41 w uUi a br H V ,- W C LO op . 1 0 r - �• '� .0 N to ry x a - p Q CY W X W a 3 UJ o " r c F r U) W w n. .� ro w -S U _ D `� 0 6 LLI W U Z x o M Ule U)j OU Zd 0 \ 0 , C7 �L < RIVI0 ." ■m w N CY m o 2- t n m m 0 w �r >\' V) cn I N N m V oLac I a W Rm LL w o w rn cr �Q w a Q M U) M r-1 +I Z Q C� t s x W l 'TI'TT'-r—r-r ---_ — - - - - — , — 1 I 1 1 1 4 , I I 1 1 ` 1 I 0 00 0 lye", U 00 U U O \ N Ln N N Ln - �. _ co ``I Q > w z �li a Q w ui CD bo Z - Z 50 0 U -TT--r—r_______ —_-- ,_—, -- , -ram �i w Q :3 1 � L LLI O J Q Q � r W fA N Q m ❑ C7 t - a OD w f- z Of Q � Q ❑ W LL MIA / ' -�- / | \ \ \ � ` ` \ ` \ \ ` \ \ \ � \ U i| � � zf ID CD co co LU �1 T-EI-Ei 1 { { { { 1 1 { { Y� S ,i U Q CC gW r_z w ° V X > w Q w o s 0 a h z m M a o' m r-I +1 Q z Q L X W 0 0 1 I r 1 1 t I s t I 1 t � \'O d. s x W t x W x W �v41 U S, [ ro C N N G ro E H ro � U O N 'i > P N Y -0U 0 1: 0 0 A N a P. 'd z�Na ro 7 0 T1 yi a � m 'Q •Oi b v b MI! E 0 u W u E ti .i N LL F O � U' 0 e��►��II°j°°0II o Leo°°°°0I°00° .,�II� oiI®11�i ••� I®10 o°Io � '� tvdttddd 0®°0� '' dt/ dOdddddd0 �' ddd�edddddd0 e oe 0 cc Z LLJ � G MV ran �L7 +Qcu Z� Z� ARTIST'S CONCEPTUAL RENDERING FOR ILLUSTRATION PURPOSE ONLY. Note: Although these plans are detailed, the elements of each exhibit are subject to change during subsequent development phases. Trinity Creek Exhibit L Owner PreParer Elim Capital Group KMT Architects Ethan Wang - ethan@elimcg.com Prepared on 01.27.2025 ARTIST'S CONCEPTUAL RENDERING FOR ILLUSTRATION PURPOSE ONLY. Note: Although these plans are detailed, the elements of each exhibit are subject to change during subsequent development phases. Trinity Creek Exhibit L Owner Preparer Elim Capital Group KMT Architects Ethan Wang - ethan@elimcg.com Prepared on 01.27.2025 ARTIST'S CONCEPTUAL RENDERING FOR ILLUSTRATION PURPOSE ONLY. Note: Although these plans are detailed, the elements of each exhibit are subject to change during subsequent development phases. Trinity Creek Exhibit L Owner Preparer Elim Capital Group KMT Architects Ethan Wang - ethan@elimcg.com Prepared on 01.27.2025 ARTIST'S CONCEPTUAL RENDERING FOR ILLUSTRATION PURPOSE ONLY. Note: Although these plans are detailed, the elements of each exhibit are subject to change during subsequent development phases. Trinity Creek Exhibit L Owner Preparer Elim Capital Group KMT Architects Ethan Wang - ethan@elimcg.com Prepared on 01.27.2025 ARTIST'S CONCEPTUAL RENDERING FOR ILLUSTRATION PURPOSE ONLY. Note: Although these plans are detailed, the elements of each exhibit are subject to change during subsequent development phases. Trinity Creek Exhibit L Owner Elim Capital Group Ethan Wang - ethan@elimcg.com Preparer KMT Architects Prepared on 01.27.2025 ARTIST'S CONCEPTUAL RENDERING FOR ILLUSTRATION PURPOSE ONLY. Note: Although these plans are detailed, the elements of each exhibit are subject to change during subsequent development phases. Trinity Creek Exhibit L Owner Preparer Elim Capital Group KMT Architects Ethan Wang - ethan@elimcg.com Prepared on 01.27.2025 Q 4 u . to k � W LL 4 7 Lj m O N m Ln O 00 I- u1 I- Ln IZI f\ N 00 N M 00 m -i cn t Ln r V1. O lD un rl 't -4 m Ln I cn Ln O m Ln I, Ln n N � iD cn 00 00 m m fV lD 00 0 m O 00 00 N t0 Vl m O V c-I m t.0 1-1 fn ct Ln Ln O d m m m l- N M Ln N m j o, M r-I � N coo M O C W N c 3 LL N L.L. Ln O c N O N n 00 on City of Anna, Texas For illustration purposes only Trinity Creek Public Improvement District PROJECT DEBT CAPACITY SUMMARY- RESIDENTIAL PID BONDS SOURCES OF FUNDS Estimated Par Amount of Bonds $ 12,427,000 Total Sources of Funds $ 12,427,000 USES OF FUNDS Project Fund (Bond Proceeds PID Projects) $ 10,047,799 Capitalized Interest Fund(') - Debt Service Reserve Fund (2) 945,115 Financing Costs & Deposits to Admin Fund(3) 1,434,087 Total Uses of Funds $ 12,427,000 Expected Value -to -Lien per Parcel at Bond Issuance (4) 2.32x Assumed Bond Interest Rate(5) 6.35% Average Annual Installment as Tax Rate Equivalent $0.7596 Term of Bonds 30 years Number of Benefited Units 327 PID Assessment per Benefited Unit $38,003 Project Funds per Benefited Unit $30,727 City PID Fee per SF Unit ($3,400) Net Project Funds per Benefited Unit $27,327 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. Hilltop Securities Inc. Page 2 of 4 8/7/2025 21 r, 0 O 0, 0 0 00 O O 00 C 0 00 vdi 0 x m >- LD = N l.D r, n T-i Ct 00 d' O M N M N N J n N lD O M a~ t U} i/: IA- 0 3 Ln Ql Ln V1 W N C 01 Ol O '� p Ql m LD Ln M Ln r- M O LL X m ;" e-i 2 M 00 Co n M 00 I, M ri O Ln M w ~ N Ln LT c» C% „Nj O I^ Ln w Ln M Ol I- d' c-i LA Ln vi Ln I- Ln O m N H C N O O* O x m ? ^ rr-I 01 w Lf7 O M M I- N In LD 00 m M ~ J M A^ O N M fV N O LD Ln N Cl) H Ln M m N N Y 00 N m n N m Ln O M N~ fY p 0 0 c-i r-4 O N N V). vl� m J 41 C 0, m .7 cr W m L cc N 0 V 41FLO LU +� O c m E ac aL+ v_, C y � O m — LyL O L C7 � w ,u _ Q E Ln +� m H ~ C m Q C a C C a Q Q ULu 0 0 U 0 m u C H O a_ 1 O C C m 4,,, N u I- a Q t7 U) N O N r \ 00 v 4- O M 4, b0 M a No City of Anna, Texas For illustration purposes only Trinity Creek Public Improvement District PID BONDS DEBT CAPACITY- RESIDENTIAL PID Bonds Total Levy Additional as Bond Interest Administrative TOTAL Tax Rate Year Principal Interest(�) Levy (2) Levy (3) LEVY Equivalent 1 $ 156,000 $ 789,115 $ 62,135 $ 90,000 $ 1,097,250 $ 0.7597 2 165,000 779,209 61,355 91,800 1,097,364 0.7597 3 174,000 768,731 60,530 93,636 1,096,897 0.7594 4 184,000 757,682 59,660 95,509 1,096,851 0.7594 5 195,000 745,998 58,740 97,419 1,097,157 0.7596 6 206,000 733,616 57,765 99,367 1,096,748 0.7593 7 219,000 720,535 56,735 101,355 1,097,624 0.7599 8 232,000 706,628 55,640 103,382 1,097,650 0.7599 9 245,000 691,896 54,480 105,449 1,096,825 0.7594 10 260,000 676,339 53,255 107,558 1,097,152 0.7596 11 276,000 659,829 51,955 109,710 1,097,493 0.7598 12 292,000 642,303 50,575 111,904 1,096,781 0.7593 13 310,000 623,761 49,115 114,142 1,097,017 0.7595 14 329,000 604,076 47,565 116,425 1,097,065 0.7595 15 349,000 583,184 45,920 118,753 1,096,857 0.7594 16 371,000 561,023 44,175 121,128 1,097,326 0.7597 17 394,000 537,464 42,320 123,551 1,097,335 0.7597 18 418,000 512,445 40,350 126,022 1,096,817 0.7594 19 445,000 485,902 38,260 128,542 1,097,704 0.7600 20 472,000 457,645 36,035 131,113 1,096,792 0.7593 21 502,000 427,673 33,675 133,735 1,097,083 0.7595 22 534,000 395,796 31,165 136,410 1,097,370 0.7597 23 568,000 361,887 28,495 139,138 1,097,520 0.7598 24 604,000 325,819 25,655 141,921 1,097,394 0.7598 25 642,000 287,465 22,635 144,759 1,096,859 0.7594 26 683,000 246,698 19,425 147,655 1,096,777 0.7593 27 727,000 203,327 16,010 150,608 1,096,945 0.7594 28 774,000 157,163 12,375 153,620 1,097,157 0.7596 29 824,000 108,014 8,505 156,692 1,097,211 0.7596 30 877,000 55,690 4,385 159,826 1,096,901 0.7594 $ 12,427,000 $ 15,606,903 $ 1,228,890 $ 3,651,127 $ 32,913,920 (1) Assumes an interest rate of 6.35% for discussion purposes only, subject to change. (2) Calculated at 0.5% of outstanding bonds. (3) For illustration purposes only, subject to change after input from PID Administrator. Assumes PID administrative expenses for two PID improvement areas. Hilltop Securities Inc. Page 4 of 4 8/7/2025 Exhibit N Form of Written Request to Levy Assessments The undersigned is an agent for Anna Group, LLC ("Developer") and, pursuant to the Trinity Creek 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 in the maximum principal amount of $ upon [the Major Improvement Area/Improvement Area #_] (the "Improvement Area") to pay (i) the Public Improvement Project Costs attributable to said Improvement Area, (ii) to pay the costs of issuance of the associated series of PID Bonds, (iii) and to pay the costs of capitalized interest attributable to said series of PID Bonds, if any. Developer further requests that the City initiate the issuance of PID Bonds secured by said Assessments levied upon the Improvement Area. 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) Developer has obtained the Independent Appraisal attached hereto as Attachment I (the "Appraisal"). 2) The maximum "overlapping tax rate" on the Improvement Area when taking into account the proposed Assessments, current ad valorem tax rates for all taxing entities within the PID, and based upon the attached Appraisal do not exceed the Maximum Total Overlapping Tax Rate. 3) [The value to lien ratio for the proposed Assessments is not less than 2:1, based upon the attached Appraisal] OR [Based upon the recommendation of the City's financial advisor, the Developer understands and agrees that (a) the Indenture governing the issuance of the requested PID Bonds shall contain a provision requiring a holdback of PID Bond Proceeds in the amount of the difference between the value to lien ratio at the time of issuance of said PID Bonds (based on the attached Appraisal) and 2:1 until the value to lien ratio is at 2:1, as calculated based on the number of completed homes at the Estimated Buildout Value for homes in the Improvement Area as shown in the Service and Assessment Plan or (b) the City may issue a subordinate series of PID Bonds in a principal amount equal to the amount of the difference between the value to lien ratio at the time of issuance of the requested PID Bonds (based on the attached Appraisal).] The appraised value of the portion of the PID Property in the Improvement Area to the par amount of PID Bonds being requested with respect to such Improvement Area shall be confirmed by an Independent Appraisal at the time such PID Bonds are issued unless such requirement is waived by the City its sole discretion.. 4) If the applicable portion of Public Improvements 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 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 From: Janet Smith < Sent: Tuesday, August 12, 2025 2:59 PM To: Pete Cain <pcain@ann_,i _ ,,s _:: >; Kevin Toten <ktoten@annatexas.; �' >; Stan Carver verLbjannatexas.gov>; Kelly Herndon <khernJon@annatexas.gov>; Elden Baker <,baker@annatexas.go:>; Manny Singh <msinQh@annatexas.gov>; nbryan@annat�, - Cc: Janet Smith >; Betty Sharp < >; Lauren Mecke <lmecke@annatexas.gov>; Marc Marchand <mmarchand@annatexas.� > Subject: [EXTERNAL]: Council Agenda Tuesday August 12, 2025 • ail originat ganization. Wnot click cs or ope Es unless 7zehe sender and know the content is safe. If you are still unsure, please report this email via the ' hNotify button. - ITEM 7g. on the Agenda. Consider/Discuss/Action on a Resolution regarding the Trinity Creek Pre - Annexation Development Agreement (PADA) I strongly oppose the Concept Pan presented in the Trinity Creek Pre -Annexation Devlopment Agreement. We know we are maxed out on Multi -family homes in the city and ETJ of Anna. But here we are looking at more Multifamily homes in the Trinity Pre Annexation Development Agreement. Can we not expect new, innovative ideas instead of the same old thing? Where are the forward thinking Developers. Melissa seems to find them as does Plano, and Celina. We get multiple requests for large lots and preserviation of the open space and country atmosphere but all we seem to do is approve high density development. This Development is located on a highly travelled road (FM 455) that buts up against a major curve over Hurricane Creek.,,,,a traffic nightmare. Please deny the Trinity Development Agreement that includes this Concept Plan. Sincerely, Janet Smith 10468 County Rd 288 Anna, Tx 75409 Cell: Email: My major access/exit Road is FM 455