HomeMy WebLinkAbout2025-08-26 Work Session & Regular Meeting Packet
AGENDA
City Council Work Session
Tuesday, August 26, 2025 @ 5:30 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna will meet in a Closed Session on Tuesday, August 26, 2025
at 5:30 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street,
to consider the following items.
1. Call to Order, Roll Call, and Establishment of Quorum.
2. Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to
discuss any items listed or referenced on this Agenda under the following exceptions:
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071). Texas Fifteenth Court of Appeals Number: 15-25-00086-CV - case
style: 2020 Long Tail Trail Investments, LLC, et al. v. State of Texas, Attorney
General Kenneth Paxton (in his official capacity), et. al; Emergency Service
District; municipal facilities; public information requests; potential litigation;
municipal ordinances and regulations.
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision
(1). (Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).
The Council further reserves the right to enter into Executive Session at any time
throughout any duly noticed meeting under any applicable exception to the Open
Meetings Act.
3. Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
4. Adjourn.
This is to certify that I, Carrie L. Land, City Secretary, posted this Agenda on the City’s Website
(www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m.
on 08/22/2025.
Carrie L. Land, City Secretary
1. The Council may vote and/or act upon each of the items listed on this Agenda.
2. The Council reserves the right to retire into executive session concerning any of the items listed on this Agenda,
whenever it is considered necessary and legally justified under the Open Meetings Act.
3. In accordance with the Americans with Disabilities Act, it is the policy of the City of Anna to offer its public programs,
services, and meetings in a manner that is readily accessible to everyone, including individuals with disabilities. If you
are a person with a disability and require information or materials in an appropriate alternative format, or if you
require any other accommodation, please contact the ADA Coordinator at least 48 working hours in advance of the
event by emailing adacompliance@annatexas.gov. Advance notification within this guideline will enable the City to
make reasonable arrangements to ensure accessibility.
AGENDA
City Council Meeting
Tuesday, August 26, 2025 @ 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna will meet on Tuesday, August 26, 2025 at 6:00 PM, in the
Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the
following items.
Welcome to the City Council meeting. If you wish to speak on an Open Session agenda
item, please fill out the Opinion/Speaker Registration Form and turn it in to the City
Secretary before the meeting starts.
1. Call to Order, Roll Call, and Establishment of Quorum.
2. Invocation and Pledge of Allegiance.
3. Neighbor Comments.
At this time, any person may address the City Council regarding an item on this meeting
Agenda that is not scheduled for public hearing. Also, at this time, any person may address
the City Council regarding an item that is not on this meeting Agenda. Each person will be
allowed up to three (3) minutes to speak. No discussion or action may be taken at this
meeting on items not listed on this Agenda, other than to make statements of specific
information in response to a citizen's inquiry or to recite existing policy in response to the
inquiry.
4. Reports.
Receive reports from Staff or the City Council about items of community interest.
Items of community interest include: expression of thanks, congratulations, or condolence;
information regarding holiday schedules; an honorary or salutary recognition of a public
official, public employee, or other citizen (but not including a change in status of a person's
public office or public employment); a reminder about an upcoming event organized or
sponsored by the governing body; information regarding a social, ceremonial, or community
event organized or sponsored by an entity other than the governing body that was attended
or is scheduled to be attended by a member of the governing body or an official or
employee of the municipality; and announcements involving an imminent threat to the public
health and safety of people in the municipality that has arisen after the posting of the
Agenda.
5. Work Session.
a. Discuss Framework for Developing an Anna Historic District (Acting City
Manager Marc Marchand).
b. Discuss Transportation for Seniors and the Disabled (Acting City Manager Marc
Marchand)
6. Consent Items.
These items consist of non-controversial or "housekeeping" items required by law.
Items may be considered individually by any Council Member making such request prior to
a motion and vote on the Consent Items. a. Approve City Council Meeting Minutes for August 12, 2025. (City Secretary
Carrie Land) b. Review Minutes of the July 7, 2025, Special Called Joint Community
Development Corporation and Economic Development Corporation Board
Meeting. (Director of Economic Development Joey Grisham) c. Review Minutes of the July 10, 2025, Joint Community Development
Corporation and Economic Development Corporation Board Meeting. (Director
of Economic Development Joey Grisham)
d. Review Minutes of the July 21, 2025, Parks and Recreation Advisory Board
Meetings. (Acting Director of Neighborhood Services Jeff Freeth) e. Review Monthly Financial Report for the Month Ending July 31, 2025. (Budget
Manager Terri Doby) f. Approve an Ordinance of the Council of the City of Anna, Texas, approving a
negotiated settlement between the Atmos Cities Steering Committee (ACSC)
and Atmos Energy Corp. Mid-Tex Division regarding the Company's 2025 rate
review mechanism filing (Director of Engineering Joseph Cotton).
g. Approve a Resolution approving a negotiated settlement agreement between
Atmos cities steering committee ACSC and Atmos Energy Corp.. Mid-Tex
Division regarding the company's 2025 rate review mechanism filing (Director of
Engineering Joseph Cotton). h. Approve a Resolution regarding a waiver of the Subdivision Regulations for
Willoughby Three Creeks Ranch Estates, Block A, Lots 1-10, Replat (RP 25-
0006) (Planning Manager Lauren Mecke) i. Approve an Ordinance authorizing the Issuance of the "City of Anna, Texas,
Special Assessment Revenue Bonds, Series 2025 (Sherley Tract Public
Improvement District No. 2 Improvement Area #1 Project)"; approving,
authorizing and ratifying an Amended and Restated Indenture of Trust, a Bond
Purchase Agreement, a Preliminary Official Statement, a Continuing Disclosure
Agreement and other agreements and documents in connection therewith;
making findings with respect to the issuance of such Bonds; and providing an
effective date. (Director of Economic Development Joey Grisham)
j. Approve an Ordinance of the City Council of the City of Anna, Texas approving
an Amended and Restated Service and Assessment Plan, including a revised
Assessment Roll, for Improvement Area #1 of the Sherley Tract Public
Improvement District No. 2 in accordance with Chapter 372, Texas Local
Government Code, as amended; and providing an effective date. (Director of
Economic Development Joey Grisham)
7. Items For Individual Consideration and Public Hearings.
At the time and place of any public hearing held during this meeting, all persons who desire
will have an opportunity to be heard in opposition to or in favor of the ordinance, application,
or other proposed item. a. Consider/Discuss/Action a Resolution authorizing the Acting City Manager to
approve a contract from Child's Play, Inc. for the construction of a new
playground and associated work at Slayter Creek Park (Park Planning and
Development Manager Dalan Walker).
b. Consider/Discuss/Action a Resolution authorizing the Acting City Manager to
approve a Professional Services Project Order for management of civil
engineering and landscape architecture services related to multiple projects at
Slayter Creek Park by Project Advocates (Park Planning and Development
Manager Dalan Walker).
c. Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding
a request to amend an existing Planned Development for the Coyote Meadows
neighborhood. (PD 25-0005)(Planning Manager Lauren Mecke)
d. Consider/Discuss/Action on a Call for a Public Hearing to amend the Zoning
Ordinance. (Planning Manager Lauren Mecke)
e. Consider/Discuss/Action to enter into an Agreement with HUITT ZOLLARS in
an amount not to exceed $1,172,900 to provide Engineering design services for
the expansion of Rosamond Parkway in the City of Anna, Texas. (CIP Manager
Muhamad Madhat). f. First Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $250,000
from the Anna Community Development Corporation to the Anna Economic
Development Corporation for certain projects. (Director of Economic
Development Joey Grisham)
g. Second Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $250,000
from the Anna Community Development Corporation to the Anna Economic
Development Corporation for certain projects. (Director of Economic
Development Joey Grisham)
h. Consider/Discuss/Action a Resolution approving a project of the Anna
Community Development Corporation authorizing an expenditure not to exceed
$250,000 from the Anna Community Development Corporation to the Anna
Economic Development Corporation for certain projects. (Director of Economic
Development Joey Grisham) i. First Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $75,000 in
support of the City of Anna's application of the Texas Community Development
Block Grant - Community Development Fund Program. (Director of Economic
Development Joey Grisham) j. Second Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $75,000 in
support of the City of Anna's application of the Texas Community Development
Block Grant - Community Development Fund Program. (Director of Economic
Development Joey Grisham)
k. Consider/Discuss/Action a Resolution approving a project of the Anna
Community Development Corporation authorizing an expenditure not to exceed
$75,000 in support of the City of Anna's application of the Texas Community
Development Block Grant - Community Development Fund Program. (Director
of Economic Development Joey Grisham)
l. First Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $100,000
for the demolition of structures which are located on the downtown CDC-owned
properties. (Director of Economic Development Joey Grisham)
m. Second Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $100,000
for the demolition of structures which are located on the downtown CDC-owned
properties. (Director of Economic Development Joey Grisham)
n. Consider/Discuss/Action a Resolution approving a project of the Anna
Community Development Corporation authorizing an expenditure not to exceed
$100,000 for the demolition of structures which are located on the downtown
CDC-owned properties. (Director of Economic Development Joey Grisham) o. Consider/Discuss/Action on a Resolution creating a policy for interviewing and
appointing board members. (City Secretary Carrie Land) p. Consider/Discuss/Action on Boards and Commissions Council Liaison
Appointments. (City Secretary Carrie Land)
8. Future Agenda Items.
9. Closed Session (Exceptions).
Under Tex. Gov't Code Chapter 551, the City Council may enter into Closed Session to
discuss any items listed or referenced on this Agenda under the following exceptions:
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071). Texas Fifteenth Court of Appeals Number: 15-25-00086-CV - case
style: 2020 Long Tail Trail Investments, LLC, et al. v. State of Texas, Attorney
General Kenneth Paxton (in his official capacity), et. al; Emergency Service
District; municipal facilities; public information requests; potential litigation;
municipal ordinances and regulations.
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision
(1). (Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).
The Council further reserves the right to enter into Executive Session at any time
throughout any duly noticed meeting under any applicable exception to the Open
Meetings Act.
10. Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
11. Adjourn.
This is to certify that I, Carrie L Land, City Secretary, posted this Agenda on the City’s website
(www.annatexas.gov) and at the Anna Municipal Complex bulletin board at or before 5:00 p.m.
on 08/22/2025.
Carrie L. Land, City Secretary
1. The Council may vote and/or act upon each of the items listed in this Agenda. Notwithstanding the foregoing
or any other statement in this Agenda, the Council shall not take action on any item until after providing an
opportunity for public testimony under the "Neighbor Comments" item or after any public hearing held under
applicable law.
2. The Council reserves the right to retire into closed executive session concerning any of the items listed on
this agenda, whenever it is considered necessary and legally justified under the Open Meeting Act.
3. In accordance with the Americans with Disabilities Act, it is the policy of the City of Anna to offer its public
programs, services, and meetings in a manner that is readily accessible to everyone, including individuals
with disabilities. If you are a person with a disability and require information or materials in an appropriate
alternative format, or if you require any other accommodation, please contact the ADA Coordinator at least
48 working hours in advance of the event by emailing adacompliance@annatexas.gov. Advance notification
within this guideline will enable the City to make reasonable arrangements to ensure accessibility.
Item No. 5.a.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact:
AGENDA ITEM:
Discuss Framework for Developing an Anna Historic District (Acting City Manager Marc
Marchand).
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS:
Item No. 5.b.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact:
AGENDA ITEM:
Discuss Transportation for Seniors and the Disabled (Acting City Manager Marc
Marchand)
SUMMARY:
Discussion requested by Mayor Pete Cain.
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS:
Item No. 6.a.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact:
AGENDA ITEM:
Approve City Council Meeting Minutes for August 12, 2025. (City Secretary Carrie Land)
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS:
1. 2025-08-12 Work Session Minutes
2. 2025-08-12 Regular Meeting Minutes
City Council Work Session
Meeting Minutes
Tuesday, August 12, 2025 @ 5:30 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna met in a Closed Session on Tuesday, August 12, 2025, at
5:30 PM, in the Anna Municipal Complex – Council Chambers, located at 120 W. 7th Street, to
consider the following items.
1. Call to Order, Roll Call, and Establishment of Quorum.
Mayor Cain called the meeting to order at 5:30 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Kevin Toten
Deputy Mayor Pro Tem Stan Carver II
Council Member Nathan Bryan
Council Member Kelly Herndon
Council Member Elden Baker
Council Member Manny Singh
Members Absent:
None
2. Closed Session (Exceptions).
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071).City Charter amendments; City regulations and ordinances;
emergency services
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision (1).
(Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).
MOTION: Council Member Herndon moved to enter closed session. Council
Member Baker seconded. Motion carried 7-0.
Mayor Cain recessed the meeting at 5:30 PM.
Mayor Cain reconvened the meeting at 6:01 PM.
3. Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
No action taken.
4. Adjourn.
Mayor Cain adjourned the meeting at 6:02 PM.
APPROVED this _____ day of _____________, 2025
____________________________________
Mayor Pete Cain
ATTEST:
_______________________________
City Secretary Carrie L. Land
Regular City Council Meeting
Meeting Minutes
Tuesday, August 12, 2025 @ 6:00 PM
Anna Municipal Complex - Council Chambers
120 W. 7th Street, Anna, Texas 75409
The City Council of the City of Anna met on Tuesday, August 12, 2025, at 6:00 PM, in the Anna
Municipal Complex – Council Chambers, located at 120 W. 7th Street, to consider the following
items.
1. Call to Order, Roll Call, and Establishment of Quorum.
Mayor Cain called the meeting to order at 6:04 PM.
Members Present:
Mayor Pete Cain
Mayor Pro Tem Kevin Toten
Deputy Mayor Pro Tem Stan Carver II
Council Member Nathan Bryan
Council Member Kelly Herndon
Council Member Elden Baker
Council Member Manny Singh
Members Absent:
None
2. Invocation and Pledge of Allegiance.
Deputy Mayor Pro Tem Carver led the Invocation and Pledge of Allegiance.
3. Neighbor Comments.
Terrell Culbertson spoke in opposition to items 7.g. Trinity Creek Pre-Annexation
Development Agreement; 7.h. and 7.i. requests for a Resolution of No Objection.
Stephanie Dingle read a letter of opposition on behalf of Betty Sharp for items
7.g. Trinity Creek Pre-Annexation Agreement; 7.h. and 7.i. requests for a
Resolution of No Objection.
4. Reports.
Council Member Singh spoke about the Council's support of the Anna ISD at the
start of the school year, and a shout-out to Anna PD for the rapid response to the
incident at Country Charm and the breaker thefts.
Council Member Herndon spoke about the incident at Country Charm and the
fundraising for the owner.
Deputy Mayor Pro Tem Carver spoke about the recently held Council retreat.
5. Work Session.
a. Receive a presentation from Hilltop Securities Inc. regarding proposed Plan of
Finance for the City of Anna, Texas Special Assessment Revenue Bonds, Series
2025 (Sherley Tract Public Improvement District No. 2 Improvement Area #1
Project), and provide direction to City’s staff finance team to move forward with
said Plan of Finance. (Financial Advisor Andre Ayala)
Financial Advisor Andre Ayala made a presentation on a Plan of Finance for the
Sherley Tract PID No. 2 Improvement area #1, and answered questions.
b. Presentation of the Proposed FY2025-2026 Budget (Acting City Manager Marc
Marchand)
Section 7.02 of the City Charter states that on or before the 15th day of August
of the fiscal year, the City Manager must submit to the City Council a budget for
the ensuing fiscal year. Budget Manager Terri Dobi provided a brief presentation
of the Proposed FY2025-2026 Budget. A hard copy of the draft budget was
provided to each City Council member for review. A copy of the draft budget will
be posted on the City's website on August 13th.
6. Consent Items.
MOTION: Council Member Herndon moved to approve consent items. Council
Member Baker seconded. Motion carried 7-0.
a. Approve City Council Meeting Minutes for July 22, 2025. (City Secretary Carrie
Land)
b. Review Minutes of the April 28, 2025, Neighbor Engagement and Inclusion
Advisory Commission Meeting. (Assistant City Manager Taylor Lough)
c. Review Minutes of the May 19, 2025, and June 16, 2025, Parks and Recreation
Advisory Board Meetings. (Acting Director of Neighborhood Services Jeff Freeth)
d. Approve the Quarterly Investment Report for the Period Ending June 30, 2025.
(Director of Finance Aimee Ferguson)
e. Approve a Resolution establishing an Interlocal agreement between the cities of
Anna, Melissa, Princeton and Celina. The agreement outlines associated mutual
aid projects in order to cooperate in the investigation of criminal activity; in the
enforcement of the laws of this State; and to protect health, life, and property
from natural and manmade disasters in the cities’ respective jurisdictions. (Police
Chief Dean Habel)
The four named cities have determined a need for partnerships, shared
resources, and specialized teams. The agreement creates the framework to
establish those collaborations.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
APPROVING AN INTERLOCAL COOPERATION AGREEMENT FOR MUTUAL
AID BY AND BETWEEN THE CITY OF ANNA, TEXAS, CITY OF CELINA,
TEXAS, CITY OF MELISSA, TEXAS, AND CITY OF PRINCETON, TEXAS, FOR
LAW ENFORCEMENT SERVICES; AUTHORIZING THE CITY MANAGER TO
EXECUTE THE AGREEMENT; PROVIDING FOR REPEALING AND
SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE; AND
CONTAINING OTHER MATTERS RELATED THERETO.
f. Approve a Resolution authorizing the City Manager to execute an agreement for
professional engineering services with Kimley-Horn & Associates, Incorporated
in an amount not to exceed $558,800 for Throckmorton Lift Station design in the
City of Anna, Texas. (CIP Manager Muhamad Madhat)
Per the development agreement for the Liberty Hills Project, the City is
responsible for the design and construction of the Throckmorton Lift Station. In
this agreement, Kimley-Horn and Associates, Inc. will design a lift station on the
west side of US 75 that is able to serve the northern area of the City as described
in the Throckmorton Lift Station Feasibility Study. This lift station will include a
force main that conveys flows across Hurricane Creek and into the Hurricane
Creek Phase 3 interceptor. Kimley-Horn’s services will be performed in general
accordance with the currently published rules, regulations, and procedures of the
City of Anna (CCN Provider), TCEQ, Collin County, and other applicable
jurisdictions.
A RESOLUTION OF THE CITY OF ANNA, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES
WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR DESIGN OF
THROCKMORTON LIFT STATION, IN THE AMOUNT NOT TO EXCEED FIVE
HUNDRED FIFTY-EIGHT THOUSAND AND EIGHT HUNDRED AND ZERO
CENTS ($558,800.00) AND PROVIDING FOR AN EFFECTIVE DATE.
g. Approve a Resolution authorizing the City Manager to execute Purchase Orders
in a sixth amendment to the Construction Manager at Risk contract for the
construction of improvements at the Hurricane Wastewater Treatment Plant with
Garney Construction. (CIP Manager Muhamad Madhat).
In July 2023, the City Council of the City of Anna, Texas awarded the
Construction Manager At Risk contract for the Hurricane Creek Regional
Wastewater Treatment Plant project to Garney Construction (Resolution 2023-
07-1495). The project is continuing to move forward, with each major component
being reviewed and approved as "Amendments" to the contract, in order to
provide formal authorizations.
City staff worked with the design engineer (Kimley Horn) and Garney to prepare
the site construction package for the bid. Garney has completed the bid process
for the work and is now ready to move forward with the construction team to begin
construction of this portion of the scope. This item is required in the overall
project, and was included in the original project design, construction scope, and
budget. While the City Council had previously authorized the project, staff is
bringing this contract to the City Council for formal approval due to the
significance and cost of the work.
The sixth amendment is to install approximately 34,000 SF of flex base road in
the pipeline easement and to cover the cost of the Tariff Tax Increase on
Submersible Pumps.
As the project continues to move forward, additional portions of the project will
be bid for, and brought before the City Council for approval.
A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY
MANAGER TO EXECUTE PURCHASE ORDERS IN THE AMOUNT NOT TO
EXCEED ONE HUNDRED NINETY THOUSAND SEVEN HUNDRED SIXTY-
NINE AND ZERO CENTS ($190,769.00) TO GARNEY COMPANIES,
INCORPORATED FOR THE CONSTRUCTION AND INSTALLATION OF FLEX
BASE ROAD IN THE PIPELINE EASEMENT AND TO COVER THE COST OF
TARIFF TAX INCREASE ON SUBMERSIBLE PUMPS AT THE HURRICANE
CREEK REGIONAL WASTEWATER TREATMENT PLANT; AND PROVIDING
FOR AN EFFECTIVE DATE.
h. Approve a Resolution, authorizing the City’s participation with other Texas
political subdivisions in a group settlement of litigation against Purdue Pharma,
the Sackler Family, and all other defendants associated with opioid crisis
litigation, including Teva Pharmaceuticals, Ltd., Endo Pharma, and other related
parties and authorizing the Mayor and City Manager to execute related
documents in accordance with the recommendations of the Texas Attorney
General. (City Attorney Clark McCoy)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
APPROVING PARTICIPATION IN GROUP SETTLEMENT OF LITIGATION
WITH OPIOID MANUFACTURERS, DISTRIBUTORS, AND RELATED
ENTITIES, INCLUDING PURDUE PHARMA L.P. AND THE SACKLER FAMILY;
AUTHORIZING THE MAYOR AND CITY MANAGER TO EXECUTE
DOCUMENTS NECESSARY FOR PARTICIPATION; AND ESTABLISHING AN
EFFECTIVE DATE.
i. Approve a Resolution authorizing the Acting City Manager to execute a Purchase
Order for the Renovation of the Public Works Facility (Assistant Director of Public
Works Steven Smith)
The Public Works Facility building requires renovations to accommodate the
growing Engineering, CIP, and Utility divisions. Work includes dividing walls for
additional offices, new flooring, and painting throughout the facility. The City of
Anna has utilized the Texas Local Government Purchasing Cooperative
Sourcewell Job Order Contracting, to obtain a proposal for the renovation of the
Public Works Facility.
A RESOLUTION OF THE CITY OF ANNA, TEXAS, AUTHORIZING THE CITY
MANAGER TO EXECUTE A PURCHASE ORDER FOR PUBLIC WORKS
FACILITY IMPROVEMENTS TO STRUCTURED CONTRACTOR LLC, IN
ACCORDANCE WITH TEXAS LOCAL GOVERNMENT PURCHASING
REQUIREMENTS, UTILIZING THE SOURCEWELL PURCHASING
COOPERATIVE THROUGH AN APPROVED JOB ORDER CONTRACTING
(JOC) METHOD. THE PURCHASE ORDER NOT TO EXCEED ONE HUNDRED
EIGHTY-EIGHT THOUSAND EIGHT HUNDRED SEVENTY-FOUR DOLLARS
($180,662.16), INCLUDES A 10% CONTINGENCY.
7. Items For Individual Consideration and Public Hearings.
MOTION: Deputy Mayor Pro Tem Carver moved to enter closed session. Council
Member Bryan seconded. Motion carried 7-0.
Mayor Cain recessed the meeting at 7:09 PM.
Mayor Cain reconvened the meeting at 8:24 PM.
a. Consider/Discuss/Action on a Resolution naming the date and place of a public
hearing on the FY2025-2026 Budget. (Budget Manager Terri Doby)
Texas Local Government Code 102.006 requires that a public hearing on the
proposed budget be held on the 15th day after the proposed budget is filed with
the municipal clerk but before the date of the tax levy.
MOTION: Council Member Herndon moved to approve. Deputy Mayor Pro Tem
Carver seconded. Motion carried 7-0.
A RESOLUTION OF THE CITY OF ANNA, TEXAS NAMING THE DATE AND
PLACE OF A PUBLIC HEARING ON THE FY2025 – 2026 BUDGET.
b. Consider/Discuss/Action on a Resolution to propose a property tax rate of
0.525073 per $100 of property valuation for the City that the Council may adopt
for the 2025 tax year and setting date and time for a public hearing on the tax
rate.(Budget Manager Terri Doby)
After properties are appraised by the Collin County Appraisal District, the Collin
County Tax Assessor-Collector calculates the No-New-Revenue tax rate and the
Voter-Approval tax rate for the City of Anna as the designated officer to complete
the tax rate calculation forms created by the Texas Comptroller and to certify the
calculations as accurate.
No-New-Revenue tax rate: The No-New-Revenue tax rate is a calculated rate
that would provide the taxing unit with the same amount of maintenance and
operations property taxes on existing property as the previous year after taking
into account changes in appraised value. If property values rise, the No-New-
Revenue tax rate will go down and vice versa. The No-New-Revenue tax rate
for FY2026 is $0.495928 per $100.
Voter-Approval tax rate: The Voter-Approval tax rate provides the taxing unit with
the same amount of maintenance and operations property taxes on existing
property as the previous year plus a 3.5 percent increase for those operations,
in addition to sufficient funds to pay debts in the coming year. If a taxing unit
adopts a tax rate higher than the Voter-Approval tax rate, a tax rate approval
election must be held on the November uniform election date. The Voter-
Approval tax rate for FY2026 is $0.532173 per $100.
The proposed budget is supported by a tax rate of $0.525073. Under the Texas
Property Tax Reform and Transparency Act of 2019, a city that adopts a rate
exceeding the lower of the no-new-revenue tax rate or the voter-approval tax rate
must hold one public hearing. The following table is a comparison between the
proposed tax rate, last year's rate, the No-New-Revenue rate and the Voter-
Approval tax rate.
Proposed FY2026 Tax Rate $0.525073 per $100
Preceding FY2025 Tax Rate $0.507200 per $100
No-New-Revenue Tax Rate $0.495928 per $100
Voter-Approval Tax Rate $0.532173 per $100
Approval of the attached Resolution would set $0.525073 as the Tax Year 2025
(FY2026) proposed rate. The Resolution also calls for the public hearing to be
held on September 2, 2025, at 6:00 p.m. The public hearing notice will run in the
Herald on August 21st. The Notice of Public Hearing must conform to the
prescribed format from the Texas Comptroller's office and contain how each
member of the governing body voted on the proposed tax rate.
FY2025 FY2026 Change
Total tax rate (per $100 of
value)
$0.507200 $0.525073 0.017873
Average homestead taxable
value
$345,397 $352,359 $6,962
Tax on average homestead $1,751.85 $1,850.14 $98.29
Total tax levy on all
properties
$18,620,856 $21,767,188 $3,146,332
The budget and tax rate are scheduled for adoption at the September 9th Council
meeting.
MOTION: Deputy Mayor Pro Tem Carver moved to approve. Council Member
Baker seconded. Motion carried 6-1. Mayor Pro Tem Toten opposed.
A RESOLUTION OF THE CITY OF ANNA, TEXAS NAMING THE PROPOSED
TAX RATE THE COUNCIL MAY ADOPT FOR THE 2025 TAX YEAR AND
SETTING THE DATES AND TIMES FOR PUBLIC HEARINGS ON THE TAX
RATE.
c. First Reading of a Resolution approving the Fiscal Year 2025-2026 Anna
Community Development Corporation Annual Budget. (Assistant Director of
Economic Development Natasha Roach)
Two readings of the Resolution are required prior to approving the FY 2025-2026
Anna Community Development Corporation Annual Budget. This was the first
reading of the Resolution. Mayor Cain read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND
APPROVING THE FISCAL YEAR 2025-2026 BUDGET FOR THE ANNA
COMMUNITY DEVELOPMENT CORPORATION; AND PROVIDING AN
EFFECTIVE DATE.
d. Second Reading of a Resolution approving the Fiscal Year 2025-2026 Anna
Community Development Corporation Annual Budget. (Assistant Director of
Economic Development Natasha Roach)
Two readings of the Resolution are required prior to approving the FY 2025-2026
Anna Community Development Corporation Annual Budget. This was the second
reading of the Resolution. Mayor Cain read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND
APPROVING THE FISCAL YEAR 2025-2026 BUDGET FOR THE ANNA
COMMUNITY DEVELOPMENT CORPORATION; AND PROVIDING AN
EFFECTIVE DATE.
e. Consider/Discuss/Action a Resolution approving the Fiscal Year 2025-2026
Anna Community Development Corporation Annual Budget. (Assistant Director
of Economic Development Natasha Roach)
The 2025-2026 Fiscal Year Budget is focused on the Downtown Master Plan
implementation and continuing to attract new businesses and developments to
Anna. Additionally, sales tax revenues remain strong, giving the CDC more
funding for projects.
Staff proposed a $3,454,048 Fiscal Year Budget, and it was approved by the
CDC Board of Directors on July 10, 2025.
MOTION: Mayor Pro Tem Toten moved to approve. Council Member Singh
seconded. Motion carried 7-0.
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND
APPROVING THE FISCAL YEAR 2025-2026 BUDGET FOR THE ANNA
COMMUNITY DEVELOPMENT CORPORATION; AND PROVIDING AN
EFFECTIVE DATE.
f. Consider/Discuss/Action on a Resolution approving the Fiscal Year 2025-2026
Anna Economic Development Corporation Annual Budget. (Assistant Director of
Economic Development Natasha Roach)
The 2025-2026 Fiscal Year Budget is focused heavily on attracting primary jobs.
Staff proposed a $524,800.00 Fiscal Year 2025-2026 Budget, and it was
approved by the EDC Board of Directors on July 10, 2025.
MOTION: Council Member Herndon moved to approve. Council Member Singh
seconded. Motion carried 7-0.
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND
APPROVING THE FISCAL YEAR 2025-2026 BUDGET FOR THE ANNA
ECONOMIC DEVELOPMENT CORPORATION; AND PROVIDING AN
EFFECTIVE DATE.
g. Consider/Discuss/Action on a Resolution regarding the Trinity Creek Pre-Annexation
Development Agreement. (Planning Manager Lauren Mecke)
Anna Group, LLC will build a master-planned community on 135± acres of land
west of U.S. Highway 75 and it will be annexed into the City of Anna. The
development includes a 29.2± acre industrial tract, 10.0± acre commercial tract,
9.9± acre commercial/multi-family tract that could develop as an age restricted
multi-family lot, 70.8± acre single-family residential lots using the Mixed-Density
(MD), Single-Family Residential (SF-6.0) and Single-Family Residential (SF-7.2)
District standards.
History
• August 8, 2023 – Council Work Session
• April 7, 2025 – Planning & Zoning Commission Work Session
• April 22, 2025 – Council Work Session - The applicant made changes to the
development standards based on Council's recommendation.
Comprehensive Plan
The Future Land Use Map identifies this property as Suburban Living and Urban
Living.
Suburban Living Primary Land Use
Single-family detached homes, parks and open spaces, neighborhood
serving amenities
Urban Living Primary Land Use
Townhomes, duplexes, condominiums, apartments, neighborhood serving
retail, offices, parks and open spaces
Urban Living Secondary Land Use
Small-lot, single-family detached homes as a transition to low density uses,
civic and institutional uses, hotels, entertainment centers, and services
The Master Thoroughfare Plan identifies White Street (F.M. 2862) as a Major
Arterial.
Commercial and industrial uses are the most appropriate along major arterials.
MOTION: Deputy Mayor Pro Tem Carver moved to approve. Council Member
Baker seconded. Motion carried 6-0-1. Council Member Singh abstained.
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
h. Consider/Discuss/Action on a request for a Resolution of No Objection. (Planning
Manager Lauren Mecke)
Dominium requested the City of Anna to issue two Resolutions of No Objection
regarding a potential development project on Leonard Avenue.
MOTION: Deputy Mayor Pro Tem Carver moved to deny. Mayor Pro Tem Toten
seconded. Motion carried 7-0.
i. Consider/Discuss/Action on a request for a Resolution of No Objection. (Planning
Manager Lauren Mecke)
Dominium requested the City of Anna to issue two Resolutions of No Objection
regarding a potential development project on Houston Street (ETJ).
MOTION: Mayor Pro Tem Toten moved to deny. Deputy Mayor Pro Tem Carver
seconded. Motion carried 6-0-1. Council Member Singh abstained.
j. Consider/Discuss/Action on approving a Resolution to update the Strategic
Framework with Vision Statement (Assistant City Manager Taylor Lough)
Following the City Council's July 25 retreat, the Vision Statement of the Strategic
Framework is proposed to be amended from: Anna is a vibrant, economically
thriving community with a diversity of quality transportation options, housing
inventory, and destination attractions. Our world-class facilities, services, and
infrastructure attracts residents, businesses, and visitors and drives our financial
stability and sustainability.
To: Anna is a premier community rooted in small town values, driven by strategic
growth, and committed to excellence. Through thoughtful planning, excellent
infrastructure, and a vibrant local economy, Anna offers families and businesses
an exceptional place to thrive.
MOTION: Council Member Herndon moved to approve. Council Member Singh
seconded. Motion carried 7-0.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
AMENDING RESOLUTION NO. 2023-01-1365 ADOPTING THE CITY OF ANNA
SUCCESS STATEMENTS; ADDING A VISION STATEMENT.
k. Consider/Discuss/Action on approving a Resolution Amending the Governance
Guide (Assistant City Manager Taylor Lough)
This item amends the City Council Governance Guide per directions provided at
their July 25 retreat.
MOTION: Council Member Baker moved to approve. Council Member Herndon
seconded. Motion carried 7-0.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
AMENDING RESOLUTION NO. 2021-04-902 ADOPTING THE CITY OF ANNA
GOVERNANCE GUIDE 2021; AMENDING THE HOUSE RULES AND ADDING
ROLE OF COUNCIL.
l. Consider/Discuss/Action on a Resolution for the Board and Commission
Members Appointment Process. (City Secretary Carrie Land)
Prior to Mayor Pike, interviews of all applicants were held during a public meeting
by all Council members. The process was changed to appoint three Council
members to serve as the Interview Committee and to complete all interviews in
a closed setting. The Interview Committee would then bring back their
nominations for the Council's consideration.
City Council discussed the current board and commission members interview
and appointment process. There has been some discussion in changing from
conducting interviews in a closed setting to conducting them publicly during an
open meeting.
City staff will take the Council's direction to prepare standardized policies and
procedures for all appointments.
MOTION: Council Member Herndon moved to deny. Council Member Singh
seconded. Motion carried 6-1. Mayor Pro Tem Toten opposed.
m. Consider/Discuss/Action on the Official City Color. (Mayor Pete Cain)
MOTION: Council Member Herndon moved to take no action. Council Member
Singh seconded. Motion carried 4-3. Mayor Pro Tem Toten, Council Member
Bryan and Mayor Cain opposed.
n. Consider/Discuss/Action on an Ordinance Calling for a Special Election on
November 4, 2025. (City Secretary Carrie Land)
Per Election Code the last day to call the election is Monday, August 18, 2025.
MOTION: Mayor Pro Tem Toten moved to approve propositions B, C with
corrections, D, F, H, K, O, P, Q, R, and S. Council Member Baker
seconded. Motion carried 7-0.
MOTION: Mayor Pro Tem Toten moved to approve proposition A with variation
A. Council Member Baker seconded. Motion carried 5-2. Council Member
Herndon and Council Member Singh opposed.
MOTION: Council Member Herndon moved to approve proposition E leaving the
Charter as it is and adding an extra six-month extension. Council Member Bryan
seconded. Motion carried 7-0.
MOTION: Mayor Pro Tem Toten moved to eliminate proposition G. Council
Member Singh seconded. Motion carried 6-1. Deputy Mayor Pro Tem Carver
opposed.
MOTION: Mayor Pro Tem Toten moved to eliminate proposition J. Council
Member Herndon seconded. Motion carried 7-0.
MOTION: Council Member Herndon moved to eliminate proposition L. Mayor Pro
Tem Toten seconded. Motion carried 7-0.
MOTION: Council Member Herndon moved to approve proposition I. Deputy
Mayor Pro Tem Carver seconded. Motion carried 7-0.
MOTION: Council Member Herndon moved to rescind the vote on proposition J.
Mayor Pro Tem Toten seconded. Motion carried 7-0.
MOTION: Mayor Pro Tem Toten moved to approve proposition J. Council
Member Herndon seconded. Motion carried 7-0.
MOTION: Council Member Herndon moved to approve proposition M with three-
year terms, two term limits, off one year, then reapply. Mayor Pro Tem Toten
seconded. Motion carried 6-0-1. Council Member Singh abstained.
MOTION: Council Member Herndon moved to approve proposition N as it applies
to Planning and Zoning. They will choose their chair and vice chair in
February. Council Member Bryan seconded. Motion carried 7-0.
MOTION: Council Member Herndon moved to rescind the vote for proposition M.
Mayor Pro Tem Toten seconded. Motion carried 7-0.
MOTION: Council Member Herndon moved to approve proposition M to have
three-year terms, two term limits, off one year, then reapply. With voting for chair
and vice-chair in February. Council Member Baker seconded. Motion carried 6-
0-1. Council Member Singh abstained.
Deputy Mayor Pro Tem Carver recused himself from discussion and voting on
proposition T.
MOTION: Mayor Pro Tem Toten moved to approve proposition T amending to
say any officer and advisory boards, adding a two-year moratorium for any
individual after leaving office. Delete language referencing state law. Council
Member Herndon seconded. Motion carried 6-0.
Deputy Mayor Pro Tem Carver rejoined the meeting.
MOTION: Mayor Pro Tem Toten moved to approve proposition U. Council
Member Bryan seconded. Motion carried 6-1. Council Member Singh opposed.
MOTION: Council Member Baker moved that the propositions be reordered and
properly lettered. Council Member Herndon seconded. Motion carried 7-0.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
ORDERING A SPECIAL ELECTION TO BE HELD ON NOVEMBER 4, 2025
FOR VOTERS TO DECIDE PROPOSITIONS WITH CERTAIN AMENDMENTS
TO THE CITY OF ANNA, TEXAS HOME-RULE CHARTER; DESIGNATING
POLLING PLACES; ORDERING NOTICES OF ELECTION TO BE GIVEN;
AUTHORIZING EXECUTION OF JOINT ELECTION CONTRACTS;
PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY
CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
8. Closed Session (Exceptions).
a. Consult with legal counsel regarding pending or contemplated litigation and/or
on matters in which the duty of the attorney to the governmental body under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with Chapter 551 of the Government Code (Tex. Gov’t Code
§551.071).City Charter amendments; City regulations and ordinances;
emergency services
b. Discuss or deliberate the purchase, exchange, lease, or value of real property
(Tex. Gov’t Code §551.072).
c. Discuss or deliberate Economic Development Negotiations: (1) To discuss or
deliberate regarding commercial or financial information that the City has
received from a business prospect that the City seeks to have locate, stay, or
expand in or near the territory of the City of Anna and with which the City is
conducting economic development negotiations; or (2) To deliberate the offer of
a financial or other incentive to a business prospect described by subdivision (1).
(Tex. Gov’t Code §551.087).
d. Discuss or deliberate personnel matters (Tex. Gov’t Code §551.074).
No closed session.
9. Consider/Discuss/Action on any items listed on any agenda - work session, regular
meeting, or closed session - that is duly posted by the City of Anna for any City Council
meeting occurring on the same date as the meeting noticed in this agenda.
No action taken.
10. Adjourn.
Mayor Cain adjourned the meeting at 11:03 PM.
APPROVED this _____ day of _____________, 2025
____________________________________
Mayor Pete Cain
ATTEST:
_______________________________
City Secretary Carrie L. Land
Item No. 6.b.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Review Minutes of the July 7, 2025, Special Called Joint Community Development
Corporation and Economic Development Corporation Board Meeting. (Director of
Economic Development Joey Grisham)
SUMMARY:
The item is for Council to review meeting minutes from the July 7, 2025, Special Called
CDC/EDC Joint Board Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The CDC/EDC Board met on July 7, 2025, for a Special Called Joint Board Meeting.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
ATTACHMENTS:
1. July 7_2025 CDC EDC Special Called Joint Meeting Minutes (Signed)
Item No. 6.c.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Review Minutes of the July 10, 2025, Joint Community Development Corporation and
Economic Development Corporation Board Meeting. (Director of Economic
Development Joey Grisham)
SUMMARY:
The item is for Council to review meeting minutes from the July 10, 2025, CDC/EDC
Joint Board Meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The CDC/EDC Board met on July 10, 2025, for their monthly Joint Board Meeting.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
ATTACHMENTS:
1. July 10_2025 CDC EDC Joint Meeting Minutes (Signed)
Item No. 6.d.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Jeff Freeth
AGENDA ITEM:
Review Minutes of the July 21, 2025, Parks and Recreation Advisory Board Meetings.
(Acting Director of Neighborhood Services Jeff Freeth)
SUMMARY:
This item is to provide the City Council with meeting minutes from recent Parks and
Recreation Advisory Board Meetings.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The City of Anna Parks and Recreation Advisory Board is tasked with two primary
objectives:
1. Provide recommendations to the City Council and City staff as requested from time to
time on matters relating to the City's parks and recreation activities and facilities; and
2. Assist in the promotion of park-related programs and encourage donations of land,
equipment, and resources in support of parks and recreation activities.
The board generally meets on a monthly basis, and is comprised of seven Anna
neighbors appointed by the City Council.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Active.
ATTACHMENTS:
1. July 21, 2025 Parks and Recreation Advisory Board Minutes (Signed)
Item No. 6.e.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Terri Doby
AGENDA ITEM:
Review Monthly Financial Report for the Month Ending July 31, 2025. (Budget Manager
Terri Doby)
SUMMARY:
This report covers the financial performance for Fiscal Year 2025 through July 31, 2025.
FINANCIAL IMPACT:
Information only.
BACKGROUND:
The City of Anna's financial policies require the publication of a monthly financial report.
Enclosed in the report is an executive dashboard that provides a high-level look at
major funds along with detailed reporting of sales tax collections. The financial condition
of the City remains strong and the reported funds adhere to fund balance requirements.
The FY2025 Budget was adopted on September 10, 2024.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Excellent.
ATTACHMENTS:
1. FY2025 City Council Monthly Financial Report July
Positive Positive variance compared to historical trends
Warning Negative variance of 3%-5% compared to historical trends
Negative Negative variance of >5% compared to historical trends
FY2025 FY2025 %
Budget TD
REVENUES
General Fund
Property Taxes 13,093,602$ 12,836,285$ 98%Property taxes are due January 31st.
Sales Tax 5,220,000 5,118,044 98%Remitted from the Comptroller with lag time of 30 - 60 days;
includes remittances thru May.
Franchise and Local Taxes 1,030,000 1,092,244 106%Franchise fees are paid quarterly.
Charges for Services 1,000,000 1,348,020 135%
Fines 400,000 470,767 118%
Permits, Licenses and Fees 4,757,000 4,208,306 88%
Investment Income 800,000 551,916 69%
Other Revenues - 216,341 100%
Revenue Total 26,300,602$ 25,841,923$ 98%With 83% of the year expired, revenues recorded are at 98% of
budget.
EXPENDITURES
General Fund
Expense Total 26,257,276$ 21,844,134$ 83%With 83% of the year expired, expenses are 83% of budget.
Utility Fund
REVENUES
Water Sales 11,125,000$ 8,975,323$ 81%
Sewer Charges 8,525,000 7,388,203 87%
Sanitation Revenue 3,730,000 2,838,005 76%
Other Charges for Services 680,000 544,026 80%
Permits, Licenses and Fees 2,083,000 1,543,934 74%
Investment Income 502,000 540,811 108%
Other Revenues 1,000 61,463 6146%
Utility Fund Total 26,646,000$ 21,891,765$ 82%With 83% of the year expired, revenues recorded in the General
Ledger are at 82% of budget.
EXPENDITURES
Administration 1,925,085$ 1,684,274$ 87% Includes higher than expected expense for property and liability
insurance, electricity, vehicle expenses and contract services.
Water 7,986,169 7,313,570 92%
Includes unbudgeted but necessary capital expenses for pump
repairs and equipment expense; funding comes from excess fund
balance.
Sewer 12,145,452 7,978,929 66%
Sanitation 3,600,000 2,577,325 72%
Utility Billing 1,167,911 1,511,767 129% Includes higher than budgeted credit card fees.
Utility Fund Total 26,824,617$ 21,065,865$ 79%With 83% of the year expired, expenses are 79% of budget.
CITY OF ANN
GENERAL & UTILITY FUNDS DASHBOARD
Through July 31, 2025
Favorable / Unfavorable
% Change
2024-25 Collections from 2023-24 Collections
Monthly Prior Year Monthly
October 780,090$ 19% 655,358$
November 753,401 8% 695,026
December 995,930 30% 768,837
January 682,766 20% 566,981
February 675,214 9% 621,381
March 1,873,725 159% 723,838
April 779,340 20% 647,636
May 780,970 12% 699,251
June 867,435 4% 835,007
July 785,388
August 818,441
September 794,437
8,188,871$ 8,611,581$
Budget: 6,753,000 121% 6,753,100
CITY OF ANNA
Schedule of Sales Tax Collections
For the month June 30, 2025
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
$1,400,000
$1,600,000
$1,800,000
$2,000,000
Monthly Sales Tax Collections:
3 Year Comparison
FY2022-23 FY2023-24 FY2024-25
FY 2024-25 FY 2023-24
Monthly Monthly
October 46 56
November 60 44
December 61 57
January 52 150
February 91 170
March 56 172
April 97 174
May 74 114
June 74 128
July 78
August 60
September 56
611 1,259
% Budget
FY2025 Budget: 800 76%
CITY OF ANNA
Building Permits Received
Thru the month June 30, 2025
0
20
40
60
80
100
120
140
160
180
200
Monthly Building Permits Received:
2 Year Comparison
FY 2024-25 FY 2023-24
Item No. 6.f.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joseph Cotton
AGENDA ITEM:
Approve an Ordinance of the Council of the City of Anna, Texas, approving a negotiated
settlement between the Atmos Cities Steering Committee (ACSC) and Atmos Energy
Corp. Mid-Tex Division regarding the Company's 2025 rate review mechanism filing
(Director of Engineering Joseph Cotton).
SUMMARY:
ACSC has reached a settlement agreement with Atmos resolving the 2025 RRM filing.
In its filing, the Company requested a rate increase of $245.2 million on a system-wide
basis. This was reduced to $225.6 million due to limitations in the RRM tariff. Our
consultants conducted discovery and prepared a report detailing additional adjustments
totaling $40 million. This translates into a $185.6 million increase (i.e. 225.6 – 40 =
185.6). The Company has agreed to settle the case for $205.6 million. This is a
reduction of $20 million to the Company’s request. This includes payment of ACSC’s
expenses. Based upon all of the factors, we believe this is a very good outcome and
recommend approval.
FINANCIAL IMPACT:
The impact of the settlement on average residential rates is an increase of $7.83 on a
monthly basis, or 9.27%. The increase for average commercial usage will be $25.73 or
6.56%. Atmos provided bill impact comparisons containing these figures.
RRM SAVINGS OVER GRIP
While residents outside municipal limits must pay rates governed by GRIP, there are
some cities served by Atmos Mid-Tex that chose to remain under GRIP rather than
adopt RRM. Additionally, the City of Dallas adopted a variation of RRM which is
referred to as DARR. When new rates become effective on October 1, 2025, ACSC
residents will maintain an economic monthly advantage over GRIP and DARR rates.
Comparison to Other Mid-Tex Rates (Residential)
Average Bill Compared to RRM Cities
RRM Cities $54.68 -
DARR $58.57 $3.89
ATM Cities $57.39 $2.71
Environs $55.96 $1.28
Note: ATM Cities and Environs rates are as-filed. Also note that DARR uses a test year
ending in September rather than December.
BACKGROUND:
The City, along with 181 other Mid-Texas cities served by Atmos Energy Corporation,
Mid-Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities
Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate
application filed by the Company pursuant to Section 104.301 of the Texas Utilities
Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of
the Gas Reliability Infrastructure Program legislation). That settlement created a
substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a
substitute for future filings under the GRIP statute.
Since 2007, there have been several modifications to the original RRM Tariff. The most
recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC
members in 2018. On or about April 1, 2025, the Company filed a rate request pursuant
to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-
service in a test year ending December 31, 2024, entitled it to additional system-wide
revenues of $245.2 million.
Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s
request to $225.6 million, $163.5 million of which would be applicable to ACSC
members. After reviewing the filing and conducting discovery, ACSC’s consultants
concluded that the system-wide deficiency under the RRM regime should be $185.6
million instead of the claimed $245.2 million.
After several settlement meetings, the parties have agreed to settle the case for $205.6
million. This is a reduction of $20 million to the Company’s initial request. This includes
payment of ACSC’s expenses. The Effective Date for new rates is October 1, 2025.
ACSC members should take action approving the Resolution/Ordinance before
October 1, 2025.
STRATEGIC CONNECTIONS:
...
ATTACHMENTS:
1. Atmos Mid-Tex 2025 RRM Ordinance
2. Attachment 1_CY24 MTX RRM - Tariffs
3. Attachment 2_CY24 MTX RRM - Pension Benchmark
4. CY24 MTX RRM - Average Bill
5. Atmos Mid-Tex 2025 RRM Model Staff Report - signed
1
ORDINANCE NO. ___________
WHEREAS, the City of _______________, Texas (“City”) is a gas utility customer of
Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory
authority with an interest in the rates, charges, and services of Atmos Mid-Tex; and
WHEREAS, the City is a member of the Atmos Cities Steering Committee (“ACSC”), a
coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined
together to facilitate the review of, and response to, natural gas issues affecting rates charged in
the Atmos Mid-Tex service area; and
WHEREAS, ACSC and the Company worked collaboratively to develop a Rate Review
Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a
substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the
2
Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of
serving the Atmos Mid-Tex Division; and
3
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
_____________________, TEXAS:
Section 1. That the findings set forth in this Ordinance are hereby in all things approved.
Section 2. That, without prejudice to future litigation of any issue identified by ACSC,
the City Council finds that the settled amount of an increase in revenues of $205.6 million on a
system-wide basis represents a comprehensive settlement of gas utility rate issues affecting the
rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from
Atmos Mid-Tex’s 2025 RRM filing, is in the public interest, and is consistent with the City’s
authority under Section 103.001 of the Texas Utilities Code.
Section 3. That despite finding Atmos Mid-Tex’s plant-in-service to be reasonable, ACSC
is not foreclosed in future cases from evaluating the reasonableness of costs associated with
incidents involving leaks of natural gas.
Section 4. That the existing rates for natural gas service provided by Atmos Mid-Tex are
unreasonable. The new tariffs attached hereto and incorporated herein as Attachment 1, are just
and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $205.6
million on a system-wide basis, over the amount allowed under currently approved rates. Such
tariffs are hereby adopted.
Section 5. That the ratemaking treatment for pensions and retiree medical benefits in
Atmos Mid-Tex’s next RRM filing shall be as set forth on Attachment 2, attached hereto and
incorporated herein.
Section 6. That Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of
ACSC in processing the Company’s 2025 RRM filing.
4
Section 7. That to the extent any resolution or ordinance previously adopted by the Council
is inconsistent with this Ordinance, it is hereby repealed.
Section 8. That the meeting at which this Ordinance was approved was in all things
conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code,
Chapter 551.
Section 9. That if any one or more sections or clauses of this Ordinance is adjudged to be
unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining
provisions of this Ordinance, and the remaining provisions of the Ordinance shall be interpreted
as if the offending section or clause never existed.
Section 10. That consistent with the City Ordinance that established the RRM process,
this Ordinance shall become effective from and after its passage with rates authorized by attached
tariffs to be effective for bills rendered on or after October 1, 2025.
Section 11. That a copy of this Ordinance shall be sent to Atmos Mid-Tex, care of Chris
Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy
Corporation, 5420 LBJ Freeway, Suite 1862, Dallas, Texas 75240, and to Thomas Brocato,
General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue,
Suite 1900, Austin, Texas 78701.
2557/39/9074967 5
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
____________________, TEXAS, BY A VOTE OF ____ TO ____, ON THIS THE
DAY OF , 2025.
Mayor
ATTEST:
City Secretary
APPROVED AS TO FORM:
______________________________
City Attorney
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: R – RESIDENTIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured
through one meter.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to
service being furnished.
Monthly Rate
Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the
amounts due under the riders listed below:
Charge Amount
Customer Charge per Bill $ 23.65 per month
Rider CEE Surcharge $ 0.03 per month 1
Total Customer Charge $ 23.68 per month
Commodity Charge – All Ccf $ 0.74748 per Ccf
Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated
in accordance with Part (a) and Part (b), respectively, of Rider GCR.
Weather Normalization Adjustment: Plus or Minus an amount for weather normalization
calculated in accordance with Rider WNA.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
Agreement
An Agreement for Gas Service may be required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
1Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2025.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: C – COMMERCIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured
through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to
service being furnished. Monthly Rate
Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the
amounts due under the riders listed below:
Charge Amount
Customer Charge per Bill $ 94.00 per month
Rider CEE Surcharge $ 0.01 per month 1
Total Customer Charge $ 94.01 per month
Commodity Charge – All Ccf $ 0.22261 per Ccf
Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated
in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization
calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement
An Agreement for Gas Service may be required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
Presumption of Plant Protection Level
For service under this Rate Schedule, plant protection volumes are presumed to be 10% of normal,
regular, historical usage as reasonably calculated by the Company in its sole discretion. If a customer
believes it needs to be modeled at an alternative plant protection volume, it should contact the company
at mdtx-div-plantprotection@atmosenergy.com.
1 Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2025.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: I – INDUSTRIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 200 MMBtu per day
for all natural gas provided at one Point of Delivery and measured through one meter. Service for
Industrial Customers with an MDU equal to or greater than 200 MMBtu per day will be provided at
Company's sole option and will require special contract arrangements between Company and Customer.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to
service being furnished.
Monthly Rate
Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the
amounts due under the riders listed below:
Charge Amount
Customer Charge per Meter $ 1,848.75 per month
First 0 MMBtu to 1,500 MMBtu $ 0.7678 per MMBtu
Next 3,500 MMBtu $ 0.5623 per MMBtu
All MMBtu over 5,000 MMBtu $ 0.1206 per MMBtu
Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated
in accordance with Part (a) and Part (b), respectively, of Rider GCR.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
Curtailment Overpull Fee
Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries,
Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay
Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the
applicable Gas Day in the table entitled “Daily Price Survey.”
Replacement Index
In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table
entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees
utilizing a daily price index recognized as authoritative by the natural gas industry and most closely
approximating the applicable index.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: I – INDUSTRIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Agreement
An Agreement for Gas Service may be required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
Special Conditions
In order to receive service under Rate I, Customer must have the type of meter required by Company.
Customer must pay Company all costs associated with the acquisition and installation of the meter.
Presumption of Plant Protection Level
For service under this Rate Schedule, plant protection volumes are presumed to be 10% of normal,
regular, historical usage as reasonably calculated by the Company in its sole discretion. If a customer
believes it needs to be modeled at an alternative plant protection volume, it should contact the company
at mdtx-div-plantprotection@atmosenergy.com.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: T – TRANSPORTATION
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable, in the event that Company has entered into a Transportation Agreement, to a customer
directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the
transportation of all natural gas supplied by Customer or Customer’s agent at one Point of Delivery for
use in Customer's facility.
This tariff is not available to customers with a maximum daily demand of 1,000 MMBtu or greater and a
daily/annual load factor of 10% or less. Load factor is calculated as follows: annual usage / (maximum
daily connected demand X 365). Load factors will be recalculated once each year to determine
appropriate eligibility for Rate T.
Type of Service
Company’s receipt and delivery of all gas quantities under the applicable Transportation Agreement will be
on a wholly interruptible basis subject to the Terms and Conditions incorporated in the Transportation
Agreement. If Customer is an Industrial Customer, then Customer may elect, at the reasonable discretion
of Company, to contract for Plant Protection transportation quantities defined as the minimum natural gas
required to prevent physical harm and/or protect critical safety to the plant facilities, plant personnel, or the
public when such protection cannot be achieved through the use of an alternate fuel. Where service of the
type desired by Customer is not already available at the Point of Delivery, additional charges and special
contract arrangements between Company and Customer may be required prior to service being
furnished.
Monthly Rate
Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts
and quantities due under the riders listed below:
Charge Amount
Customer Charge per Meter $ 1,848.75 per month
First 0 MMBtu to 1,500 MMBtu $ 0.7678 per MMBtu
Next 3,500 MMBtu $ 0.5623 per MMBtu
All MMBtu over 5,000 MMBtu $ 0.1206 per MMBtu
Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in
accordance with Part (b) of Rider GCR.
Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: T – TRANSPORTATION
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Imbalance Fees
All fees charged to Customer under this Rate Schedule will be charged based on the quantities
determined under the applicable Transportation Agreement and quantities will not be aggregated for any
Customer with multiple Transportation Agreements for the purposes of such fees.
Monthly Imbalance Fees
Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu
between the highest and lowest “midpoint” price for the Katy point listed in Platts Gas Daily in the table
entitled “Daily Price Survey” during such month, for the MMBtu of Customer’s monthly Cumulative
Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds
10% of Customer’s receipt quantities for the month.
Overpull Fee
Upon notification by Company of an event of interruption of Customer’s deliveries, Customer will, for each
MMBtu delivered in excess of the stated level of interruption, pay Company 200% of the midpoint price for
the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily
Price Survey.”
Replacement Index
In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table
entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees
utilizing a daily price index recognized as authoritative by the natural gas industry and most closely
approximating the applicable index.
Agreement
A transportation agreement is required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
Special Conditions
In order to receive service under Rate T, customer must have the type of meter required by Company.
Customer must pay Company all costs associated with the acquisition and installation of the meter.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: SUR – SURCHARGES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
This Rider is applicable to customer classes in the incorporated areas under the RRM tariff as authorized
by the state or any governmental entity, a municipality, or a regulatory authority pursuant to any statute,
ordinance, order, rule, contract, or agreement.
Monthly Calculation
Surcharges will be calculated in accordance with the applicable statute, ordinance, order, rule, contract,
or agreement.
FASB ASC 740-10 (Fin48) Refund
Applicable to Customers taking service under Rate Schedules R – Residential, C – Commercial, I –
Industrial and T – Transportation.
To ensure that gas utility customers receive the benefit associated with the changes in the Company’s
Uncertain Tax Positions (“UTPs”) arising from recognition of Texas Margin Tax returns.
The decrease shall be calculated as follows:
Beginning with implementation of rates from the negotiated RRM Tariff, and annually thereafter, the
portion of UTP liabilities identified in Schedule FIN48-1.1 for the prior fiscal year shall be allocated based
on the final class allocations of GUD No. 10170 as per the RRM Tariff, divided by the annual bill count to
derive rates to be refunded through Rider SUR in the subsequent fiscal year. Each year’s calculation will
include a true-up (+ or - ) due to account for over/under collections. Amounts identified in Schedule
FIN48-1 shall be adjusted to reflect any audit adjustments received from the Texas Comptroller of Public
Accounts.
No action on the part of the Regulatory Authority is required to give effect to the amount to be refunded to
customers. However, any amount refunded to customers shall be fully subject to review for
reasonableness and accuracy in the gas utility’s next statement of intent proceeding with the Railroad
Commission of Texas, and if applicable, the gas utility shall be required to reconcile any discrepancies.
The following refund as authorized in the most recent negotiated RRM Tariff shall be refunded to each
Rate Schedules R – Residential, C – Commercial, I – Industrial and T – Transportation customer’s
monthly bill in each month for a 12-month period. The refund amount by month by Rate Schedule is
shown in the table below:
Rate Schedules Rate
Rate R – Residential Sales $ (0.12)
Rate C – Commercial Sales $ (0.41)
Rate I – Industrial Sales $ (8.68)
Rate T – Transportation $ (8.68)
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
Application
Applicable to Customers taking service under Rate R, Rate C, Rate I, and Rate T, except for exempt
State Agency Customers, to the extent of state gross receipts taxes only.
1. State Gross Receipts Taxes
Applicability - Entire Division except for Unincorporated Areas
Each monthly bill shall be adjusted for Miscellaneous state gross receipts taxes imposed by Sections
182-021 - 182-025 of the Texas Tax Code.
Entire Division
Each monthly bill shall also be adjusted by an amount equivalent to the amount of all applicable taxes
and any other governmental impositions, rentals, fees, or charges (except state, county, city, and special
district ad valorem taxes and taxes on net income) levied, assessed, or imposed upon or allocated to
Company with respect to the Gas Service provided to Customer by Company, and any associated
facilities involved in the performance of such Gas Service. Each monthly bill shall also be adjusted by an
amount equivalent to the proportionate part of any increase or decrease of any tax and any other
governmental imposition, rental, fee, or charge (except state, county, city, and special district ad valorem
taxes and taxes on net income) levied, assessed, or imposed subsequent to the effective date of this
tariff, upon or allocated to Company's operations, by any new or amended law, ordinance, or contract.
2. Federal or State Tax Law or Rate Changes:
Applicability – All Customers in the Mid-Tex Division (“MTX”) Under the RRM Tariff
Applicable to Customers taking service under Rate R, Rate C, Rate I, and Rate T.
To ensure that gas utility customers receive the benefits or costs associated with the changes in tax rates
at a federal or state level, MTX shall establish and accrue on its books and records, as of the effective
date of the federal or state tax law or rate change: 1) regulatory liabilities to reflect the impact of a
decrease in federal corporate income tax rates or state margin tax rates; or, 2) regulatory assets to reflect
the impact of an increase in federal corporate income tax rates or state margin tax rates.
The gas utility may not change rates to give effect to a change in Federal or State Tax law or rates
through the Rider TAX unless and until the city issues final authorization, an Accounting Order, or other
express guidance authorizing such recovery through the RRM process.
Company may also not change rates to capture the impacts associated with the effects of Public Law
117-169, 136 STAT. 1818 of August 16, 2022 (“Tax Act 2022”) and certain other tax-related costs that will
change from the amounts included in the most recent base revenue requirement established through an
RRM filing unless and until the city issues a final authorization, an Accounting Order, or other express
guidance authorizing such recovery.
Upon receipt of authorization from the city through an Accounting Order, final authorization or other
express guidance, the calculation applicable to the aforementioned federal or state tax rate or law
changes are as follows; however, to the extent there is a conflict between the calculation or methodology
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
prescribed by an Accounting Order, final authorization, or other express guidance, and those contained in
this rate schedule, the Accounting Order, final authorization, or other express guidance controls:
Calculations
1. With regard to changes in the tax rates at a federal or state level, the increase or decrease shall
be calculated as follows:
a. A portion of the gas utility’s revenue representing the difference between: 1) the cost of
service as approved by the Commission or the applicable regulatory authority in the gas
utility’s most recent statement of intent or other rate proceeding, and 2) the cost of service
that would have resulted had the rates been based on the new federal income tax rate
(increase or decrease) or state margin taxes (increase or decrease), as of the effective date
of the change;
b. If applicable, the portion of the gas utility’s revenue representing the difference between: 1)
each Interim Rate Adjustment surcharge approved by the regulatory authority since the gas
utility’s most recent statement of intent or other rate proceeding, and 2) each Interim Rate
Adjustment surcharge that would have resulted had the surcharges been based on the new
federal income tax rate (increase or decrease) or state margin taxes (increase or decrease),
as of the effective date of the change; and
c. The excess or deficient deferred tax reserve, including any associated gross up in taxes,
caused by the reduction or increase in the federal corporate income tax rate or state related
tax increases, as of the effective date of the change.
Upon the receipt of authorization from the Commission or applicable regulatory authority, the gas utility
shall separately refund to customers based on a decrease in federal or state tax rates or separately
collect from customers based on an increase in federal or state tax rates within twelve (12) months or,
pursuant to applicable Internal Revenue Code (“IRC”) rules and regulations, as follows:
d. The amount collected/refunded by the gas utility that reflects the difference in base rates
between: 1) the cost of service approved by the regulatory authority in the gas utility’s most
recent statement of intent rate proceeding, and 2) the cost of service that would have resulted
had the rates been based upon the new federal or state tax rates, between the effective date
of this order and the effective date of the changes.
e. If applicable, the amount collected/refunded by the gas utility that reflects the difference
between: 1) each Interim Rate Adjustment surcharge approved by the Commission or the
regulatory authority since the gas utility’s most recent statement of intent rate proceeding,
and 2) each Interim Rate Adjustment surcharge that would have resulted had the rates been
based upon the new federal or state tax rates, between the effective date of this order and
the effective date of the changes.
f. The amount collected/refunded by the gas utility that reflects the difference in the excess or
deficient deferred tax reserve included in base rates between: 1) the cost of service
approved by the Commission or the regulatory authority in the gas utility’s most recent
statement of intent rate proceeding, and 2) the cost of service that would have resulted had
the rates been based upon the new federal or state tax rates, between the effective date of
this order and the effective date of the changes. These amounts shall be refunded or
collected from customers based upon IRC rules and regulations if applicable.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
2. With regard to the Tax Act 2022 and certain other tax-related costs that will change from the
amounts included in the base revenue requirement established through an RRM filing, any
change in rates shall be calculated as follows:
(a) The amount shall be calculated as the product of Company’s grossed-up rate of return
authorized in the cost of service as approved by the Commission or the applicable regulatory
authority in the gas utility’s most recent statement of intent or other rate proceeding times the
Corporate Alternative Minimum Tax deferred tax asset (“CAMT DTA") estimated at
September 30 of the fiscal year or applicable quarter-end within a fiscal year prior to the
annual change in the rates pursuant to this tariff, less the income tax credits received in
accordance with IRC requirements applicable to the Tax Act 2022 grossed-up for income
taxes to a revenue equivalent.
(b) The estimated CAMT DTA and the related effects on the rider revenue requirements shall be
trued up to the actual effects in the following year and the over/under recovery amortized
over the twelve months that each year’s recalculated tariff rates are in effect. The over/under
recovery shall include a grossed-up rate of return as authorized in Company’s most recent
statement of intent or other rate proceeding.
(c) The methodology for computing Company's CAMT is as follows:
i. Confirm when Atmos Energy Corporation and its affiliates are subject to CAMT
as an “applicable corporation” as defined the Tax Act 2022, then there will be
MTX’s CAMT DTA in the tariff.
ii. Calculate the Mid-Tex Division’s (MTX) contribution to Adjusted Financial
Statement Income (“AFSI”) on a stand-alone basis. MTX’s AFSI is calculated by
adjusting MTX’s applicable financial statement income by adjustments to
depreciation, pension costs and federal income tax to arrive at AFSI. AFSI is
intended to be computed consistent with applicable IRC requirements.
iii. Compare MTX’s CAMT stand-alone amount with MTX’s regular stand-alone tax
liability. If the stand alone CAMT is in excess of the stand-alone regular tax, the
CAMT DTA is recorded to MTX.
If the Internal Revenue Service issues new guidance related to the Tax Act 2022, Company shall have
the right to make additional filings to recognize such adjustments.
Any Commission filing made to give effect to Federal or State Tax Law or Rate Changes shall be filed
within 12-months following the enactment of a tax rate change with the Commission’s Oversight and
Safety Division or as part of a Statement of Intent.
Any city filing made to give effect to Federal or State Tax Law or Rate Changes shall be filed within 12-
months following the enactment of a tax rate change and addressed to the city official at the address of
record with the Mid-Tex Division.
With the exception of the authorization required from the Commission to allow the gas utility to recognize
the new federal income tax rate (increase or decrease) or state taxes (increase or decrease) or the
impacts associated with the effects of the Tax Act 2022 and certain other tax-related costs that will
change from the amounts included in the base revenue requirement in the last approved RRM Tariff filing,
no action on the part of the regulatory authority is required to give effect to the amount to be refunded or
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
collected from customers. However, any amount refunded or collected from customers shall be fully
subject to review for reasonableness and accuracy in the gas utility’s next statement of intent proceeding,
and if applicable, the gas utility shall be required to reconcile any discrepancies.
Regulatory orders issued pursuant to this mechanism are ratemaking orders and shall be subject to
appeal under Sections 102.001(b) and 103.021, et seq., of the Texas Utilities Code (Vernon 2007). Rate
changes subject to the provisions of this tariff may be implemented upon the filing of an appeal to the
relevant authority.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Provisions for Adjustment
The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized
by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall
be adjusted by an amount hereinafter described, which amount is referred to as the "Weather
Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature
sensitive residential and commercial bills based on meters read during the revenue months of November
through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls.
Computation of Weather Normalization Adjustment
The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent
per Ccf by the following formula:
(HSFi x (NDD-ADD) )
WNAFi = Ri
(BLi + (HSFi x ADD) )
Where
i = any particular Rate Schedule or billing classification within any such
particular Rate Schedule that contains more than one billing classification
WNAFi = Weather Normalization Adjustment Factor for the ith rate schedule or
classification expressed in cents per Ccf
Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or
classification.
HSFi = heat sensitive factor for the ith schedule or classification divided by the
average bill count in that class
NDD = billing cycle normal heating degree days calculated as the simple ten-year
average of actual heating degree days.
ADD = billing cycle actual heating degree days.
Bli = base load sales for the ith schedule or classification divided by the average
bill count in that class
The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as:
WNA i = WNAF i x q ij
Where q ij is the relevant sales quantity for the jth customer in ith rate schedule.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Base Use/Heat Use Factors
Residential Commercial
Base use Heat use Base use Heat use
Weather Station Ccf Ccf/HDD Ccf Ccf/HDD
Weather Normalization Adjustment (WNA) Report
On or before June 1 of each year, the company posts on its website at
www.atmosenergy.com/MTXtariffs, in Excel format, a Weather Normalization Adjustment (WNA) Report
to show how the company calculated its WNAs factor during the preceding winter season. Additionally,
on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA
Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that
Division.
Line Pension Employment Pension Employment Adjustment
(a)(b)(c)(d)(e)(f)(g)
1 Proposed Benefits Benchmark -
572,372$ (649,253)$ 882,931$ (3,920,499)$ 65,943$
2 Allocation Factor 46.27%46.27%84.14%84.14%100.00%
3
4 O&M and Capital Allocation Factor 100.00%100.00%100.00%100.00%100.00%
6
7 O&M Expense Factor 76.41%76.41%39.54%39.54%10.97%
8
9
10
11
12
ATMOS ENERGY CORP., MID-TEX DIVISION
MID-TEX RATE REVIEW MECHANISM
PENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVAL
TEST YEAR ENDING DECEMBER 31, 2024
Shared Services Mid-Tex Direct
Line No.Description
Average
Volumes
Current
Rates
Proposed
Rates
Current
Average Bill
Proposed
Average Bill
Amount
Change
Percent
Change
(a)(b)(c)(d)(e)(f)(g)(h)
1 Rate R @ 42.1 Ccf
2 Base Rates:
3 Customer Charge 22.95$ 23.65$ 22.95$ 23.65$ 0.70$
4 Consumption Charge (Ccf)42.1 0.58974$ 0.74748$ 24.80 31.44 6.64
5 Total Base Rates 47.75$ 55.09$ 7.34$ 15.37%
6
7 Gas Cost:
8 Rider GCR Part A (Ccf)42.1 0.20875$ 0.20875$ 8.78$ 8.78$ -$
9 Rider GCR Part B (Ccf)42.1 0.53838$ 0.53838$ 22.64 22.64 -
10 Total Gas Cost 31.42$ 31.42$ -$ 0.00%
11
12 Total Base with Gas Cost 79.17$ 86.51$ 7.34$
13 Rider FF & Rider TAX 0.06725 0.06725 5.32 5.82 0.49 9.27%
14
Total Residential Average Bill 84.49$ 92.33$ 7.83$ 9.27%
16
17 Rate C @ 367.6 Ccf
18 Base Rates:
19 Customer Charge 81.75$ 94.00$ 81.75$ 94.00$ 12.25$
20 Consumption Charge (Ccf)367.6 0.19033$ 0.22261$ 69.97 81.83 11.86
21 Total Base Rates 151.72$ 175.83$ 24.11$ 15.89%
22
23 Gas Cost:
24 Rider GCR Part A 367.6 0.20875$ 0.20875$ 76.74$ 76.74$ -$
25 Rider GCR Part B 367.6 0.37860$ 0.37860$ 139.18 139.18 -
26 Total Gas Cost 215.92$ 215.92$ -$ 0.00%
27
28 Total Base with Gas Cost 367.64$ 391.75$ 24.11$
29 Rider FF & Rider TAX 0.06725 0.06725 24.72 26.35 1.62 6.56%
30
Total Commercial Average Bill 392.36$ 418.10$ 25.73$ 6.56%
ATMOS ENERGY CORP., MID-TEX DIVISION
MID-TEX RATE REVIEW MECHANISM
AVERAGE BILL COMPARISON - BASE RATES
TEST YEAR ENDING DECEMBER 31, 2024
Line No.Description
Average
Volumes
Current
Rates
Proposed
Rates
Current
Average Bill
Proposed
Average Bill
Amount
Change
Percent
Change
(a)(b)(c)(d)(e)(f)(g)(h)
ATMOS ENERGY CORP., MID-TEX DIVISION
MID-TEX RATE REVIEW MECHANISM
AVERAGE BILL COMPARISON - BASE RATES
TEST YEAR ENDING DECEMBER 31, 2024
33 Rate I at 1277 MMBTU
34 Base Rates:
35 Customer Charge $1,587.75 1,848.75$ 1,587.75$ 1,848.75$ 261.00$
36 Block 1 - Consumption Charge (MMBtu)1,277 0.6553$ 0.7678$ 836.99 980.69 143.69
37 Block 2 - Consumption Charge (MMBtu)- 0.4799$ 0.5623$ - - -
38 Block 3 - Consumption Charge (MMBtu)- 0.1029$ 0.1206$ - - -
39 Total Base Rates 1,277 2,424.74$ 2,829.44$ 404.69$ 16.69%
40
41 Gas Cost:
42 Rider GCR Part A (MMBtu)1,277 2.07711$ 2.07711$ 2,653.03$ 2,653.03$ -$
43 Rider GCR Part B (MMBtu)1,277 0.88986$ 0.88986$ 1,136.59 1,136.59 -
44 Total Gas Cost 3,789.63$ 3,789.63$ -$ 0.00%
45
46 Total Base with Gas Cost 6,214.37$ 6,619.07$ 404.69$
47 Rider FF and Rider TAX 0.06725 0.06725 417.92 445.14 27.22 6.51%
48
Total Industrial Average Bill 6,632.29$ 7,064.20$ 431.91$ 6.51%
50
51 Rate T at 4534 MMBTU
52 Base Rates:
53 Customer Charge $1,587.75 1,848.75$ 1,587.75$ 1,848.75$ 261.00$
54 Block 1 - Consumption Charge (MMBtu)1,500 0.6553$ 0.7678$ 982.95 1,151.70 168.75
55 Block 2 - Consumption Charge (MMBtu)3,034 0.4799$ 0.5623$ 1,456.19 1,706.22 250.03
56 Block 3 - Consumption Charge (MMBtu)- 0.1029$ 0.1206$ - - -
57 Total Base Rates 4,534 4,026.89$ 4,706.67$ 679.78$ 16.88%
58
59 Gas Cost:
60 Rider GCR Part B (MMBtu)4,534 0.88986$ 0.88986$ 4,034.96$ 4,034.96$ -$
61 Total Gas Cost 4,034.96$ 4,034.96$ -$ 0.00%
62
63 Total Base with Gas Cost 8,061.85$ 8,741.63$ 679.78$
64 Rider FF and Rider TAX 0.06725 0.06725 542.17 587.88 45.72 8.43%
65
Total Transportation Average Bill 8,604.01$ 9,329.51$ 725.50$ 8.43%
1
August 7, 2025
MODEL STAFF REPORT FOR RESOLUTION OR ORDINANCE
BACKGROUND AND SUMMARY
The City, along with 181 other Mid-Texas cities served by Atmos Energy Corporation, Mid-
Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities Steering
Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the
Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment
commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program
legislation). That settlement created a substitute rate review process, referred to as Rate Review
Mechanism (“RRM”), as a substitute for future filings under the GRIP statute.
Since 2007, there have been several modifications to the original RRM Tariff. The most
recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC members in 2018.
On or about April 1, 2025, the Company filed a rate request pursuant to the RRM Tariff adopted by
ACSC members. The Company claimed that its cost-of-service in a test year ending
December 31, 2024, entitled it to additional system-wide revenues of $245.2 million.
Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s request
to $225.6 million, $163.5 million of which would be applicable to ACSC members. After reviewing
the filing and conducting discovery, ACSC’s consultants concluded that the system-wide deficiency
under the RRM regime should be $185.6 million instead of the claimed $245.2 million.
120 W. 7th St.,
Anna, TX 75409
www.annatexas.gov
2
After several settlement meetings, the parties have agreed to settle the case for $205.6 million.
This is a reduction of $20 million to the Company’s initial request. This includes payment of ACSC’s
expenses. The Effective Date for new rates is October 1, 2025. ACSC members should take action
approving the Resolution/Ordinance before October 1, 2025.
RATE TARIFFS
Atmos generated rate tariffs attached to the Resolution/Ordinance that will generate $205.6
million in additional revenues. Atmos also prepared a Proof of Revenues supporting the settlement
figures. ACSC consultants have agreed that Atmos’ Proof of Revenues is accurate.
BILL IMPACT
The impact of the settlement on average residential rates is an increase of $7.83 on a monthly
basis, or 9.27%. The increase for average commercial usage will be $25.73 or 6.56%. Atmos
provided bill impact comparisons containing these figures.
SUMMARY OF ACSC’S OBJECTION TO THE UTILITIES CODE SECTION 104.301 GRIP
PROCESS
ACSC strongly opposed the GRIP process because it constitutes piecemeal ratemaking by
ignoring declining expenses and increasing revenues while rewarding the Company for increasing
capital investment on an annual basis. The GRIP process does not allow any review of the
reasonableness of capital investment and does not allow cities to participate in the Railroad
Commission’s review of annual GRIP filings or allow recovery of Cities’ rate case expenses. The
Railroad Commission undertakes a mere administrative review of GRIP filings (instead of a full
hearing) and rate increases go into effect without any material adjustments. In ACSC’s view, the
GRIP process unfairly raises customers’ rates without any regulatory oversight. In contrast, the RRM
process has allowed for a more comprehensive rate review and annual evaluation of expenses and
revenues, as well as capital investment.
RRM SAVINGS OVER GRIP
3
While residents outside municipal limits must pay rates governed by GRIP, there are some
cities served by Atmos Mid-Tex that chose to remain under GRIP rather than adopt RRM.
Additionally, the City of Dallas adopted a variation of RRM which is referred to as DARR. When
new rates become effective on October 1, 2025, ACSC residents will maintain an economic monthly
advantage over GRIP and DARR rates.
Comparison to Other Mid-Tex Rates (Residential)
Average Bill Compared to RRM Cities
RRM Cities: $54.68 -
DARR: $58.57 $3.89
ATM Cities: $57.39 $2.71
Environs: $55.96 $1.28
Note: ATM Cities and Environs rates are as-filed. Also note that DARR uses a test year ending in
September rather than December.
EXPLANATION OF “BE IT RESOLVED” PARAGRAPHS:
1. This section approves all findings in the Resolution/Ordinance.
2. This section adopts the RRM rate tariffs and finds the adoption of the new rates to be just,
reasonable, and in the public interest.
3. This section makes it clear that Cities may challenge future costs associated with gas leaks.
4. This section finds that existing rates are unreasonable. Such finding is a necessary predicate
to establishment of new rates. The new tariffs will permit Atmos Mid-Tex to recover an
additional $205.6 million on a system-wide basis.
5. This section approves an exhibit that establishes a benchmark for pensions and retiree medical
benefits to be used in future rate cases or RRM filings.
6. This section requires the Company to reimburse the City for expenses associated with review
of the RRM filing, settlement discussions, and adoption of the Resolution/Ordinance
approving new rate tariffs.
4
7. This section repeals any resolution or ordinance that is inconsistent with the
Resolution/Ordinance.
8. This section finds that the meeting was conducted in compliance with the Texas Open
Meetings Act, Texas Government Code, Chapter 551.
9. This section is a savings clause, which provides that if any section is later found to be
unconstitutional or invalid, that finding shall not affect, impair, or invalidate the remaining
provisions of this Resolution/Ordinance. This section further directs that the remaining
provisions of the Resolution/Ordinance are to be interpreted as if the offending section or
clause never existed.
10. This section provides for an effective date upon passage.
11. This section directs that a copy of the signed Resolution/Ordinance be sent to a representative
of the Company and legal counsel for ACSC.
CONCLUSION
The Legislature’s GRIP process allowed gas utilities to receive annual rate increases
associated with capital investments. The RRM process has proven to result in a more efficient and
less costly (both from a consumer rate impact perspective and from a ratemaking perspective) than
the GRIP process. Given Atmos Mid-Tex’s claim that its historic cost of service should entitle it to
recover $245.2 million in additional system-wide revenues, the RRM settlement at $205.6 million for
ACSC members reflects substantial savings to ACSC cities. Settlement at $205.6 million is fair and
reasonable. The ACSC Executive Committee consisting of city employees of 18 ACSC members
urges all ACSC members to pass the Resolution/Ordinance before October 1, 2025. New rates
become effective October 1, 2025.
2557/39/9074966 4
________________________
Signature
Joseph Cotton, P.E., CFM
Director of Public Works
Joseph Cotton (Aug 15, 2025 09:02:53 CDT)
Joseph Cotton
Atmos Mid-Tex 2025 RRM Model Staff Report
Final Audit Report 2025-08-15
Created:2025-08-14
By:Joanna Golleher (jgolleher@annatexas.gov)
Status:Signed
Transaction ID:CBJCHBCAABAALOQimqU-xY3OqEaCYcRoptNR_YzYK9Pi
"Atmos Mid-Tex 2025 RRM Model Staff Report" History
Document created by Joanna Golleher (jgolleher@annatexas.gov)
2025-08-14 - 9:41:37 PM GMT
Document emailed to Joseph Cotton (jcotton@annatexas.gov) for signature
2025-08-14 - 9:41:41 PM GMT
Email viewed by Joseph Cotton (jcotton@annatexas.gov)
2025-08-15 - 2:02:38 PM GMT
Document e-signed by Joseph Cotton (jcotton@annatexas.gov)
Signature Date: 2025-08-15 - 2:02:53 PM GMT - Time Source: server
Agreement completed.
2025-08-15 - 2:02:53 PM GMT
Item No. 6.g.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joseph Cotton
AGENDA ITEM:
Approve a Resolution approving a negotiated settlement agreement between Atmos
cities steering committee ACSC and Atmos Energy Corp.. Mid-Tex Division regarding
the company's 2025 rate review mechanism filing (Director of Engineering Joseph
Cotton).
SUMMARY:
ACSC has reached a settlement agreement with Atmos, resolving the 2025 RRM filing.
In its filing, the Company requested a rate increase of $245.2 million on a system-wide
basis. This was reduced to $225.6 million due to limitations in the RRM tariff. Our
consultants conducted discovery and prepared a report detailing additional adjustments
totaling $40 million. This translates into a $185.6 million increase (i.e. 225.6 – 40 =
185.6). The Company has agreed to settle the case for $205.6 million. This is a
reduction of $20 million to the Company’s request. This includes payment of ACSC’s
expenses. Based upon all of the factors, we believe this is a very good outcome and
recommend approval.
FINANCIAL IMPACT:
The impact of the settlement on average residential rates is an increase of $7.83 on a
monthly basis, or 9.27%. The increase for average commercial usage will be $25.73 or
6.56%. Atmos provided bill impact comparisons containing these figures.
RRM SAVINGS OVER GRIP
While residents outside municipal limits must pay rates governed by GRIP, there are
some cities served by Atmos Mid-Tex that chose to remain under GRIP rather than
adopt RRM. Additionally, the City of Dallas adopted a variation of RRM which is
referred to as DARR. When new rates become effective on October 1, 2025, ACSC
residents will maintain an economic monthly advantage over GRIP and DARR rates.
Comparison to Other Mid-Tex Rates (Residential)
Average Bill Compared to RRM Cities
RRM Cities $54.68 -
DARR $58.57 $3.89
ATM Cities $57.39 $2.71
Environs $55.96 $1.28
Note: ATM Cities and Environs rates are as-filed. Also note that DARR uses a test
year ending in September rather than December.
BACKGROUND:
The City, along with 181 other Mid-Texas cities served by Atmos Energy Corporation,
Mid-Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities
Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate
application filed by the Company pursuant to Section 104.301 of the Texas Utilities
Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of
the Gas Reliability Infrastructure Program legislation). That settlement created a
substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a
substitute for future filings under the GRIP statute.
Since 2007, there have been several modifications to the original RRM Tariff. The most
recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC
members in 2018. On or about April 1, 2025, the Company filed a rate request pursuant
to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-
service in a test year ending December 31, 2024, entitled it to additional system-wide
revenues of $245.2 million.
Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s
request to $225.6 million, $163.5 million of which would be applicable to ACSC
members. After reviewing the filing and conducting discovery, ACSC’s consultants
concluded that the system-wide deficiency under the RRM regime should be $185.6
million instead of the claimed $245.2 million.
After several settlement meetings, the parties have agreed to settle the case for $205.6
million. This is a reduction of $20 million to the Company’s initial request. This includes
payment of ACSC’s expenses. The Effective Date for new rates is October 1, 2025.
ACSC members should take action approving the Resolution/Ordinance before
October 1, 2025.
STRATEGIC CONNECTIONS:
...
ATTACHMENTS:
1. Atmos Mid-Tex 2025 RRM Settlement Resolution
2. Attachment 1_CY24 MTX RRM - Tariffs
3. Attachment 2_CY24 MTX RRM - Pension Benchmark
4. CY24 MTX RRM - Average Bill
5. Atmos Mid-Tex 2025 RRM Model Staff Report - signed
1
RESOLUTION NO. ___________
WHEREAS, the City of Anna, Texas (“City”) is a gas utility customer of Atmos Energy
Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an
interest in the rates, charges, and services of Atmos Mid-Tex; and
WHEREAS, the City is a member of the Atmos Cities Steering Committee (“ACSC”), a
coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined
together to facilitate the review of, and response to, natural gas issues affecting rates charged in
the Atmos Mid-Tex service area; and
WHEREAS, ACSC and the Company worked collaboratively to develop a Rate Review
Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a
substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the
2
Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of
serving the Atmos Mid-Tex Division; and
3
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS:
Section 1. That the findings set forth in this Resolution are hereby in all things approved.
Section 2. That, without prejudice to future litigation of any issue identified by ACSC,
the City Council finds that the settled amount of an increase in revenues of $205.6 million on a
system-wide basis represents a comprehensive settlement of gas utility rate issues affecting the
rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from
Atmos Mid-Tex’s 2025 RRM filing, is in the public interest, and is consistent with the City’s
authority under Section 103.001 of the Texas Utilities Code.
Section 3. That despite finding Atmos Mid-Tex’s plant-in-service to be reasonable, ACSC
is not foreclosed in future cases from evaluating the reasonableness of costs associated with
incidents involving leaks of natural gas.
Section 4. That the existing rates for natural gas service provided by Atmos Mid-Tex are
unreasonable. The new tariffs attached hereto and incorporated herein as Attachment 1, are just
and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $205.6
million on a system-wide basis, over the amount allowed under currently approved rates. Such
tariffs are hereby adopted.
Section 5. That the ratemaking treatment for pensions and retiree medical benefits in
Atmos Mid-Tex’s next RRM filing shall be as set forth on Attachment 2, attached hereto and
incorporated herein.
Section 6. That Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of
the ACSC in processing the Company’s 2025 RRM filing.
4
Section 7. That to the extent any resolution or ordinance previously adopted by the Council
is inconsistent with this Resolution, it is hereby repealed.
Section 8. That the meeting at which this Resolution was approved was in all things
conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code,
Chapter 551.
Section 9. That if any one or more sections or clauses of this Resolution is adjudged to be
unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining
provisions of this Resolution, and the remaining provisions of the Resolution shall be interpreted
as if the offending section or clause never existed.
Section 10. That consistent with the City Ordinance that established the RRM process,
this Resolution shall become effective from and after its passage with rates authorized by attached
tariffs to be effective for bills rendered on or after October 1, 2025.
Section 11. That a copy of this Resolution shall be sent to Atmos Mid-Tex, care of Chris
Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy
Corporation, 5420 LBJ Freeway, Suite 1862, Dallas, Texas 75240, and to Thomas Brocato,
General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue,
Suite 1900, Austin, Texas 78701.
2557/39/9074965 5
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, BY A VOTE OF ____ TO ____, ON THIS THE DAY OF
, 2025.
Mayor
ATTEST:
City Secretary
APPROVED AS TO FORM:
______________________________
City Attorney
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: R – RESIDENTIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured
through one meter.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to
service being furnished.
Monthly Rate
Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the
amounts due under the riders listed below:
Charge Amount
Customer Charge per Bill $ 23.65 per month
Rider CEE Surcharge $ 0.03 per month 1
Total Customer Charge $ 23.68 per month
Commodity Charge – All Ccf $ 0.74748 per Ccf
Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated
in accordance with Part (a) and Part (b), respectively, of Rider GCR.
Weather Normalization Adjustment: Plus or Minus an amount for weather normalization
calculated in accordance with Rider WNA.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
Agreement
An Agreement for Gas Service may be required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
1Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2025.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: C – COMMERCIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured
through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to
service being furnished. Monthly Rate
Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the
amounts due under the riders listed below:
Charge Amount
Customer Charge per Bill $ 94.00 per month
Rider CEE Surcharge $ 0.01 per month 1
Total Customer Charge $ 94.01 per month
Commodity Charge – All Ccf $ 0.22261 per Ccf
Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated
in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization
calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement
An Agreement for Gas Service may be required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
Presumption of Plant Protection Level
For service under this Rate Schedule, plant protection volumes are presumed to be 10% of normal,
regular, historical usage as reasonably calculated by the Company in its sole discretion. If a customer
believes it needs to be modeled at an alternative plant protection volume, it should contact the company
at mdtx-div-plantprotection@atmosenergy.com.
1 Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2025.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: I – INDUSTRIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 200 MMBtu per day
for all natural gas provided at one Point of Delivery and measured through one meter. Service for
Industrial Customers with an MDU equal to or greater than 200 MMBtu per day will be provided at
Company's sole option and will require special contract arrangements between Company and Customer.
Type of Service
Where service of the type desired by Customer is not already available at the Point of Delivery, additional
charges and special contract arrangements between Company and Customer may be required prior to
service being furnished.
Monthly Rate
Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the
amounts due under the riders listed below:
Charge Amount
Customer Charge per Meter $ 1,848.75 per month
First 0 MMBtu to 1,500 MMBtu $ 0.7678 per MMBtu
Next 3,500 MMBtu $ 0.5623 per MMBtu
All MMBtu over 5,000 MMBtu $ 0.1206 per MMBtu
Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated
in accordance with Part (a) and Part (b), respectively, of Rider GCR.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
Curtailment Overpull Fee
Upon notification by Company of an event of curtailment or interruption of Customer’s deliveries,
Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay
Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the
applicable Gas Day in the table entitled “Daily Price Survey.”
Replacement Index
In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table
entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees
utilizing a daily price index recognized as authoritative by the natural gas industry and most closely
approximating the applicable index.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: I – INDUSTRIAL SALES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Agreement
An Agreement for Gas Service may be required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
Special Conditions
In order to receive service under Rate I, Customer must have the type of meter required by Company.
Customer must pay Company all costs associated with the acquisition and installation of the meter.
Presumption of Plant Protection Level
For service under this Rate Schedule, plant protection volumes are presumed to be 10% of normal,
regular, historical usage as reasonably calculated by the Company in its sole discretion. If a customer
believes it needs to be modeled at an alternative plant protection volume, it should contact the company
at mdtx-div-plantprotection@atmosenergy.com.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: T – TRANSPORTATION
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
Applicable, in the event that Company has entered into a Transportation Agreement, to a customer
directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the
transportation of all natural gas supplied by Customer or Customer’s agent at one Point of Delivery for
use in Customer's facility.
This tariff is not available to customers with a maximum daily demand of 1,000 MMBtu or greater and a
daily/annual load factor of 10% or less. Load factor is calculated as follows: annual usage / (maximum
daily connected demand X 365). Load factors will be recalculated once each year to determine
appropriate eligibility for Rate T.
Type of Service
Company’s receipt and delivery of all gas quantities under the applicable Transportation Agreement will be
on a wholly interruptible basis subject to the Terms and Conditions incorporated in the Transportation
Agreement. If Customer is an Industrial Customer, then Customer may elect, at the reasonable discretion
of Company, to contract for Plant Protection transportation quantities defined as the minimum natural gas
required to prevent physical harm and/or protect critical safety to the plant facilities, plant personnel, or the
public when such protection cannot be achieved through the use of an alternate fuel. Where service of the
type desired by Customer is not already available at the Point of Delivery, additional charges and special
contract arrangements between Company and Customer may be required prior to service being
furnished.
Monthly Rate
Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts
and quantities due under the riders listed below:
Charge Amount
Customer Charge per Meter $ 1,848.75 per month
First 0 MMBtu to 1,500 MMBtu $ 0.7678 per MMBtu
Next 3,500 MMBtu $ 0.5623 per MMBtu
All MMBtu over 5,000 MMBtu $ 0.1206 per MMBtu
Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in
accordance with Part (b) of Rider GCR.
Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA.
Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider
FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated
municipality.
Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX.
Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s).
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RATE SCHEDULE: T – TRANSPORTATION
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Imbalance Fees
All fees charged to Customer under this Rate Schedule will be charged based on the quantities
determined under the applicable Transportation Agreement and quantities will not be aggregated for any
Customer with multiple Transportation Agreements for the purposes of such fees.
Monthly Imbalance Fees
Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu
between the highest and lowest “midpoint” price for the Katy point listed in Platts Gas Daily in the table
entitled “Daily Price Survey” during such month, for the MMBtu of Customer’s monthly Cumulative
Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds
10% of Customer’s receipt quantities for the month.
Overpull Fee
Upon notification by Company of an event of interruption of Customer’s deliveries, Customer will, for each
MMBtu delivered in excess of the stated level of interruption, pay Company 200% of the midpoint price for
the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled “Daily
Price Survey.”
Replacement Index
In the event the “midpoint” or “common” price for the Katy point listed in Platts Gas Daily in the table
entitled “Daily Price Survey” is no longer published, Company will calculate the applicable imbalance fees
utilizing a daily price index recognized as authoritative by the natural gas industry and most closely
approximating the applicable index.
Agreement
A transportation agreement is required.
Notice
Service hereunder and the rates for services provided are subject to the orders of regulatory bodies
having jurisdiction and to the Company’s Tariff for Gas Service.
Special Conditions
In order to receive service under Rate T, customer must have the type of meter required by Company.
Customer must pay Company all costs associated with the acquisition and installation of the meter.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: SUR – SURCHARGES
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Application
This Rider is applicable to customer classes in the incorporated areas under the RRM tariff as authorized
by the state or any governmental entity, a municipality, or a regulatory authority pursuant to any statute,
ordinance, order, rule, contract, or agreement.
Monthly Calculation
Surcharges will be calculated in accordance with the applicable statute, ordinance, order, rule, contract,
or agreement.
FASB ASC 740-10 (Fin48) Refund
Applicable to Customers taking service under Rate Schedules R – Residential, C – Commercial, I –
Industrial and T – Transportation.
To ensure that gas utility customers receive the benefit associated with the changes in the Company’s
Uncertain Tax Positions (“UTPs”) arising from recognition of Texas Margin Tax returns.
The decrease shall be calculated as follows:
Beginning with implementation of rates from the negotiated RRM Tariff, and annually thereafter, the
portion of UTP liabilities identified in Schedule FIN48-1.1 for the prior fiscal year shall be allocated based
on the final class allocations of GUD No. 10170 as per the RRM Tariff, divided by the annual bill count to
derive rates to be refunded through Rider SUR in the subsequent fiscal year. Each year’s calculation will
include a true-up (+ or - ) due to account for over/under collections. Amounts identified in Schedule
FIN48-1 shall be adjusted to reflect any audit adjustments received from the Texas Comptroller of Public
Accounts.
No action on the part of the Regulatory Authority is required to give effect to the amount to be refunded to
customers. However, any amount refunded to customers shall be fully subject to review for
reasonableness and accuracy in the gas utility’s next statement of intent proceeding with the Railroad
Commission of Texas, and if applicable, the gas utility shall be required to reconcile any discrepancies.
The following refund as authorized in the most recent negotiated RRM Tariff shall be refunded to each
Rate Schedules R – Residential, C – Commercial, I – Industrial and T – Transportation customer’s
monthly bill in each month for a 12-month period. The refund amount by month by Rate Schedule is
shown in the table below:
Rate Schedules Rate
Rate R – Residential Sales $ (0.12)
Rate C – Commercial Sales $ (0.41)
Rate I – Industrial Sales $ (8.68)
Rate T – Transportation $ (8.68)
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
Application
Applicable to Customers taking service under Rate R, Rate C, Rate I, and Rate T, except for exempt
State Agency Customers, to the extent of state gross receipts taxes only.
1. State Gross Receipts Taxes
Applicability - Entire Division except for Unincorporated Areas
Each monthly bill shall be adjusted for Miscellaneous state gross receipts taxes imposed by Sections
182-021 - 182-025 of the Texas Tax Code.
Entire Division
Each monthly bill shall also be adjusted by an amount equivalent to the amount of all applicable taxes
and any other governmental impositions, rentals, fees, or charges (except state, county, city, and special
district ad valorem taxes and taxes on net income) levied, assessed, or imposed upon or allocated to
Company with respect to the Gas Service provided to Customer by Company, and any associated
facilities involved in the performance of such Gas Service. Each monthly bill shall also be adjusted by an
amount equivalent to the proportionate part of any increase or decrease of any tax and any other
governmental imposition, rental, fee, or charge (except state, county, city, and special district ad valorem
taxes and taxes on net income) levied, assessed, or imposed subsequent to the effective date of this
tariff, upon or allocated to Company's operations, by any new or amended law, ordinance, or contract.
2. Federal or State Tax Law or Rate Changes:
Applicability – All Customers in the Mid-Tex Division (“MTX”) Under the RRM Tariff
Applicable to Customers taking service under Rate R, Rate C, Rate I, and Rate T.
To ensure that gas utility customers receive the benefits or costs associated with the changes in tax rates
at a federal or state level, MTX shall establish and accrue on its books and records, as of the effective
date of the federal or state tax law or rate change: 1) regulatory liabilities to reflect the impact of a
decrease in federal corporate income tax rates or state margin tax rates; or, 2) regulatory assets to reflect
the impact of an increase in federal corporate income tax rates or state margin tax rates.
The gas utility may not change rates to give effect to a change in Federal or State Tax law or rates
through the Rider TAX unless and until the city issues final authorization, an Accounting Order, or other
express guidance authorizing such recovery through the RRM process.
Company may also not change rates to capture the impacts associated with the effects of Public Law
117-169, 136 STAT. 1818 of August 16, 2022 (“Tax Act 2022”) and certain other tax-related costs that will
change from the amounts included in the most recent base revenue requirement established through an
RRM filing unless and until the city issues a final authorization, an Accounting Order, or other express
guidance authorizing such recovery.
Upon receipt of authorization from the city through an Accounting Order, final authorization or other
express guidance, the calculation applicable to the aforementioned federal or state tax rate or law
changes are as follows; however, to the extent there is a conflict between the calculation or methodology
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
prescribed by an Accounting Order, final authorization, or other express guidance, and those contained in
this rate schedule, the Accounting Order, final authorization, or other express guidance controls:
Calculations
1. With regard to changes in the tax rates at a federal or state level, the increase or decrease shall
be calculated as follows:
a. A portion of the gas utility’s revenue representing the difference between: 1) the cost of
service as approved by the Commission or the applicable regulatory authority in the gas
utility’s most recent statement of intent or other rate proceeding, and 2) the cost of service
that would have resulted had the rates been based on the new federal income tax rate
(increase or decrease) or state margin taxes (increase or decrease), as of the effective date
of the change;
b. If applicable, the portion of the gas utility’s revenue representing the difference between: 1)
each Interim Rate Adjustment surcharge approved by the regulatory authority since the gas
utility’s most recent statement of intent or other rate proceeding, and 2) each Interim Rate
Adjustment surcharge that would have resulted had the surcharges been based on the new
federal income tax rate (increase or decrease) or state margin taxes (increase or decrease),
as of the effective date of the change; and
c. The excess or deficient deferred tax reserve, including any associated gross up in taxes,
caused by the reduction or increase in the federal corporate income tax rate or state related
tax increases, as of the effective date of the change.
Upon the receipt of authorization from the Commission or applicable regulatory authority, the gas utility
shall separately refund to customers based on a decrease in federal or state tax rates or separately
collect from customers based on an increase in federal or state tax rates within twelve (12) months or,
pursuant to applicable Internal Revenue Code (“IRC”) rules and regulations, as follows:
d. The amount collected/refunded by the gas utility that reflects the difference in base rates
between: 1) the cost of service approved by the regulatory authority in the gas utility’s most
recent statement of intent rate proceeding, and 2) the cost of service that would have resulted
had the rates been based upon the new federal or state tax rates, between the effective date
of this order and the effective date of the changes.
e. If applicable, the amount collected/refunded by the gas utility that reflects the difference
between: 1) each Interim Rate Adjustment surcharge approved by the Commission or the
regulatory authority since the gas utility’s most recent statement of intent rate proceeding,
and 2) each Interim Rate Adjustment surcharge that would have resulted had the rates been
based upon the new federal or state tax rates, between the effective date of this order and
the effective date of the changes.
f. The amount collected/refunded by the gas utility that reflects the difference in the excess or
deficient deferred tax reserve included in base rates between: 1) the cost of service
approved by the Commission or the regulatory authority in the gas utility’s most recent
statement of intent rate proceeding, and 2) the cost of service that would have resulted had
the rates been based upon the new federal or state tax rates, between the effective date of
this order and the effective date of the changes. These amounts shall be refunded or
collected from customers based upon IRC rules and regulations if applicable.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
2. With regard to the Tax Act 2022 and certain other tax-related costs that will change from the
amounts included in the base revenue requirement established through an RRM filing, any
change in rates shall be calculated as follows:
(a) The amount shall be calculated as the product of Company’s grossed-up rate of return
authorized in the cost of service as approved by the Commission or the applicable regulatory
authority in the gas utility’s most recent statement of intent or other rate proceeding times the
Corporate Alternative Minimum Tax deferred tax asset (“CAMT DTA") estimated at
September 30 of the fiscal year or applicable quarter-end within a fiscal year prior to the
annual change in the rates pursuant to this tariff, less the income tax credits received in
accordance with IRC requirements applicable to the Tax Act 2022 grossed-up for income
taxes to a revenue equivalent.
(b) The estimated CAMT DTA and the related effects on the rider revenue requirements shall be
trued up to the actual effects in the following year and the over/under recovery amortized
over the twelve months that each year’s recalculated tariff rates are in effect. The over/under
recovery shall include a grossed-up rate of return as authorized in Company’s most recent
statement of intent or other rate proceeding.
(c) The methodology for computing Company's CAMT is as follows:
i. Confirm when Atmos Energy Corporation and its affiliates are subject to CAMT
as an “applicable corporation” as defined the Tax Act 2022, then there will be
MTX’s CAMT DTA in the tariff.
ii. Calculate the Mid-Tex Division’s (MTX) contribution to Adjusted Financial
Statement Income (“AFSI”) on a stand-alone basis. MTX’s AFSI is calculated by
adjusting MTX’s applicable financial statement income by adjustments to
depreciation, pension costs and federal income tax to arrive at AFSI. AFSI is
intended to be computed consistent with applicable IRC requirements.
iii. Compare MTX’s CAMT stand-alone amount with MTX’s regular stand-alone tax
liability. If the stand alone CAMT is in excess of the stand-alone regular tax, the
CAMT DTA is recorded to MTX.
If the Internal Revenue Service issues new guidance related to the Tax Act 2022, Company shall have
the right to make additional filings to recognize such adjustments.
Any Commission filing made to give effect to Federal or State Tax Law or Rate Changes shall be filed
within 12-months following the enactment of a tax rate change with the Commission’s Oversight and
Safety Division or as part of a Statement of Intent.
Any city filing made to give effect to Federal or State Tax Law or Rate Changes shall be filed within 12-
months following the enactment of a tax rate change and addressed to the city official at the address of
record with the Mid-Tex Division.
With the exception of the authorization required from the Commission to allow the gas utility to recognize
the new federal income tax rate (increase or decrease) or state taxes (increase or decrease) or the
impacts associated with the effects of the Tax Act 2022 and certain other tax-related costs that will
change from the amounts included in the base revenue requirement in the last approved RRM Tariff filing,
no action on the part of the regulatory authority is required to give effect to the amount to be refunded or
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: TAX – TAX ADJUSTMENT
APPLICABLE TO: Entire Division as Set Forth Below
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025 PAGE:
collected from customers. However, any amount refunded or collected from customers shall be fully
subject to review for reasonableness and accuracy in the gas utility’s next statement of intent proceeding,
and if applicable, the gas utility shall be required to reconcile any discrepancies.
Regulatory orders issued pursuant to this mechanism are ratemaking orders and shall be subject to
appeal under Sections 102.001(b) and 103.021, et seq., of the Texas Utilities Code (Vernon 2007). Rate
changes subject to the provisions of this tariff may be implemented upon the filing of an appeal to the
relevant authority.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Provisions for Adjustment
The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized
by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall
be adjusted by an amount hereinafter described, which amount is referred to as the "Weather
Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature
sensitive residential and commercial bills based on meters read during the revenue months of November
through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls.
Computation of Weather Normalization Adjustment
The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent
per Ccf by the following formula:
(HSFi x (NDD-ADD) )
WNAFi = Ri
(BLi + (HSFi x ADD) )
Where
i = any particular Rate Schedule or billing classification within any such
particular Rate Schedule that contains more than one billing classification
WNAFi = Weather Normalization Adjustment Factor for the ith rate schedule or
classification expressed in cents per Ccf
Ri = Commodity Charge rate of temperature sensitive sales for the ith schedule or
classification.
HSFi = heat sensitive factor for the ith schedule or classification divided by the
average bill count in that class
NDD = billing cycle normal heating degree days calculated as the simple ten-year
average of actual heating degree days.
ADD = billing cycle actual heating degree days.
Bli = base load sales for the ith schedule or classification divided by the average
bill count in that class
The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as:
WNA i = WNAF i x q ij
Where q ij is the relevant sales quantity for the jth customer in ith rate schedule.
MID-TEX DIVISION
ATMOS ENERGY CORPORATION
RIDER: WNA – WEATHER NORMALIZATION ADJUSTMENT
APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF
EFFECTIVE DATE:
Bills Rendered on or after 10/01/2025
Base Use/Heat Use Factors
Residential Commercial
Base use Heat use Base use Heat use
Weather Station Ccf Ccf/HDD Ccf Ccf/HDD
Weather Normalization Adjustment (WNA) Report
On or before June 1 of each year, the company posts on its website at
www.atmosenergy.com/MTXtariffs, in Excel format, a Weather Normalization Adjustment (WNA) Report
to show how the company calculated its WNAs factor during the preceding winter season. Additionally,
on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA
Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that
Division.
Line Pension Employment Pension Employment Adjustment
(a)(b)(c)(d)(e)(f)(g)
1 Proposed Benefits Benchmark -
572,372$ (649,253)$ 882,931$ (3,920,499)$ 65,943$
2 Allocation Factor 46.27%46.27%84.14%84.14%100.00%
3
4 O&M and Capital Allocation Factor 100.00%100.00%100.00%100.00%100.00%
6
7 O&M Expense Factor 76.41%76.41%39.54%39.54%10.97%
8
9
10
11
12
ATMOS ENERGY CORP., MID-TEX DIVISION
MID-TEX RATE REVIEW MECHANISM
PENSIONS AND RETIREE MEDICAL BENEFITS FOR CITIES APPROVAL
TEST YEAR ENDING DECEMBER 31, 2024
Shared Services Mid-Tex Direct
Line No.Description
Average
Volumes
Current
Rates
Proposed
Rates
Current
Average Bill
Proposed
Average Bill
Amount
Change
Percent
Change
(a)(b)(c)(d)(e)(f)(g)(h)
1 Rate R @ 42.1 Ccf
2 Base Rates:
3 Customer Charge 22.95$ 23.65$ 22.95$ 23.65$ 0.70$
4 Consumption Charge (Ccf)42.1 0.58974$ 0.74748$ 24.80 31.44 6.64
5 Total Base Rates 47.75$ 55.09$ 7.34$ 15.37%
6
7 Gas Cost:
8 Rider GCR Part A (Ccf)42.1 0.20875$ 0.20875$ 8.78$ 8.78$ -$
9 Rider GCR Part B (Ccf)42.1 0.53838$ 0.53838$ 22.64 22.64 -
10 Total Gas Cost 31.42$ 31.42$ -$ 0.00%
11
12 Total Base with Gas Cost 79.17$ 86.51$ 7.34$
13 Rider FF & Rider TAX 0.06725 0.06725 5.32 5.82 0.49 9.27%
14
Total Residential Average Bill 84.49$ 92.33$ 7.83$ 9.27%
16
17 Rate C @ 367.6 Ccf
18 Base Rates:
19 Customer Charge 81.75$ 94.00$ 81.75$ 94.00$ 12.25$
20 Consumption Charge (Ccf)367.6 0.19033$ 0.22261$ 69.97 81.83 11.86
21 Total Base Rates 151.72$ 175.83$ 24.11$ 15.89%
22
23 Gas Cost:
24 Rider GCR Part A 367.6 0.20875$ 0.20875$ 76.74$ 76.74$ -$
25 Rider GCR Part B 367.6 0.37860$ 0.37860$ 139.18 139.18 -
26 Total Gas Cost 215.92$ 215.92$ -$ 0.00%
27
28 Total Base with Gas Cost 367.64$ 391.75$ 24.11$
29 Rider FF & Rider TAX 0.06725 0.06725 24.72 26.35 1.62 6.56%
30
Total Commercial Average Bill 392.36$ 418.10$ 25.73$ 6.56%
ATMOS ENERGY CORP., MID-TEX DIVISION
MID-TEX RATE REVIEW MECHANISM
AVERAGE BILL COMPARISON - BASE RATES
TEST YEAR ENDING DECEMBER 31, 2024
Line No.Description
Average
Volumes
Current
Rates
Proposed
Rates
Current
Average Bill
Proposed
Average Bill
Amount
Change
Percent
Change
(a)(b)(c)(d)(e)(f)(g)(h)
ATMOS ENERGY CORP., MID-TEX DIVISION
MID-TEX RATE REVIEW MECHANISM
AVERAGE BILL COMPARISON - BASE RATES
TEST YEAR ENDING DECEMBER 31, 2024
33 Rate I at 1277 MMBTU
34 Base Rates:
35 Customer Charge $1,587.75 1,848.75$ 1,587.75$ 1,848.75$ 261.00$
36 Block 1 - Consumption Charge (MMBtu)1,277 0.6553$ 0.7678$ 836.99 980.69 143.69
37 Block 2 - Consumption Charge (MMBtu)- 0.4799$ 0.5623$ - - -
38 Block 3 - Consumption Charge (MMBtu)- 0.1029$ 0.1206$ - - -
39 Total Base Rates 1,277 2,424.74$ 2,829.44$ 404.69$ 16.69%
40
41 Gas Cost:
42 Rider GCR Part A (MMBtu)1,277 2.07711$ 2.07711$ 2,653.03$ 2,653.03$ -$
43 Rider GCR Part B (MMBtu)1,277 0.88986$ 0.88986$ 1,136.59 1,136.59 -
44 Total Gas Cost 3,789.63$ 3,789.63$ -$ 0.00%
45
46 Total Base with Gas Cost 6,214.37$ 6,619.07$ 404.69$
47 Rider FF and Rider TAX 0.06725 0.06725 417.92 445.14 27.22 6.51%
48
Total Industrial Average Bill 6,632.29$ 7,064.20$ 431.91$ 6.51%
50
51 Rate T at 4534 MMBTU
52 Base Rates:
53 Customer Charge $1,587.75 1,848.75$ 1,587.75$ 1,848.75$ 261.00$
54 Block 1 - Consumption Charge (MMBtu)1,500 0.6553$ 0.7678$ 982.95 1,151.70 168.75
55 Block 2 - Consumption Charge (MMBtu)3,034 0.4799$ 0.5623$ 1,456.19 1,706.22 250.03
56 Block 3 - Consumption Charge (MMBtu)- 0.1029$ 0.1206$ - - -
57 Total Base Rates 4,534 4,026.89$ 4,706.67$ 679.78$ 16.88%
58
59 Gas Cost:
60 Rider GCR Part B (MMBtu)4,534 0.88986$ 0.88986$ 4,034.96$ 4,034.96$ -$
61 Total Gas Cost 4,034.96$ 4,034.96$ -$ 0.00%
62
63 Total Base with Gas Cost 8,061.85$ 8,741.63$ 679.78$
64 Rider FF and Rider TAX 0.06725 0.06725 542.17 587.88 45.72 8.43%
65
Total Transportation Average Bill 8,604.01$ 9,329.51$ 725.50$ 8.43%
1
August 7, 2025
MODEL STAFF REPORT FOR RESOLUTION OR ORDINANCE
BACKGROUND AND SUMMARY
The City, along with 181 other Mid-Texas cities served by Atmos Energy Corporation, Mid-
Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities Steering
Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the
Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment
commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program
legislation). That settlement created a substitute rate review process, referred to as Rate Review
Mechanism (“RRM”), as a substitute for future filings under the GRIP statute.
Since 2007, there have been several modifications to the original RRM Tariff. The most
recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC members in 2018.
On or about April 1, 2025, the Company filed a rate request pursuant to the RRM Tariff adopted by
ACSC members. The Company claimed that its cost-of-service in a test year ending
December 31, 2024, entitled it to additional system-wide revenues of $245.2 million.
Application of the standards set forth in ACSC’s RRM Tariff reduces the Company’s request
to $225.6 million, $163.5 million of which would be applicable to ACSC members. After reviewing
the filing and conducting discovery, ACSC’s consultants concluded that the system-wide deficiency
under the RRM regime should be $185.6 million instead of the claimed $245.2 million.
120 W. 7th St.,
Anna, TX 75409
www.annatexas.gov
2
After several settlement meetings, the parties have agreed to settle the case for $205.6 million.
This is a reduction of $20 million to the Company’s initial request. This includes payment of ACSC’s
expenses. The Effective Date for new rates is October 1, 2025. ACSC members should take action
approving the Resolution/Ordinance before October 1, 2025.
RATE TARIFFS
Atmos generated rate tariffs attached to the Resolution/Ordinance that will generate $205.6
million in additional revenues. Atmos also prepared a Proof of Revenues supporting the settlement
figures. ACSC consultants have agreed that Atmos’ Proof of Revenues is accurate.
BILL IMPACT
The impact of the settlement on average residential rates is an increase of $7.83 on a monthly
basis, or 9.27%. The increase for average commercial usage will be $25.73 or 6.56%. Atmos
provided bill impact comparisons containing these figures.
SUMMARY OF ACSC’S OBJECTION TO THE UTILITIES CODE SECTION 104.301 GRIP
PROCESS
ACSC strongly opposed the GRIP process because it constitutes piecemeal ratemaking by
ignoring declining expenses and increasing revenues while rewarding the Company for increasing
capital investment on an annual basis. The GRIP process does not allow any review of the
reasonableness of capital investment and does not allow cities to participate in the Railroad
Commission’s review of annual GRIP filings or allow recovery of Cities’ rate case expenses. The
Railroad Commission undertakes a mere administrative review of GRIP filings (instead of a full
hearing) and rate increases go into effect without any material adjustments. In ACSC’s view, the
GRIP process unfairly raises customers’ rates without any regulatory oversight. In contrast, the RRM
process has allowed for a more comprehensive rate review and annual evaluation of expenses and
revenues, as well as capital investment.
RRM SAVINGS OVER GRIP
3
While residents outside municipal limits must pay rates governed by GRIP, there are some
cities served by Atmos Mid-Tex that chose to remain under GRIP rather than adopt RRM.
Additionally, the City of Dallas adopted a variation of RRM which is referred to as DARR. When
new rates become effective on October 1, 2025, ACSC residents will maintain an economic monthly
advantage over GRIP and DARR rates.
Comparison to Other Mid-Tex Rates (Residential)
Average Bill Compared to RRM Cities
RRM Cities: $54.68 -
DARR: $58.57 $3.89
ATM Cities: $57.39 $2.71
Environs: $55.96 $1.28
Note: ATM Cities and Environs rates are as-filed. Also note that DARR uses a test year ending in
September rather than December.
EXPLANATION OF “BE IT RESOLVED” PARAGRAPHS:
1. This section approves all findings in the Resolution/Ordinance.
2. This section adopts the RRM rate tariffs and finds the adoption of the new rates to be just,
reasonable, and in the public interest.
3. This section makes it clear that Cities may challenge future costs associated with gas leaks.
4. This section finds that existing rates are unreasonable. Such finding is a necessary predicate
to establishment of new rates. The new tariffs will permit Atmos Mid-Tex to recover an
additional $205.6 million on a system-wide basis.
5. This section approves an exhibit that establishes a benchmark for pensions and retiree medical
benefits to be used in future rate cases or RRM filings.
6. This section requires the Company to reimburse the City for expenses associated with review
of the RRM filing, settlement discussions, and adoption of the Resolution/Ordinance
approving new rate tariffs.
4
7. This section repeals any resolution or ordinance that is inconsistent with the
Resolution/Ordinance.
8. This section finds that the meeting was conducted in compliance with the Texas Open
Meetings Act, Texas Government Code, Chapter 551.
9. This section is a savings clause, which provides that if any section is later found to be
unconstitutional or invalid, that finding shall not affect, impair, or invalidate the remaining
provisions of this Resolution/Ordinance. This section further directs that the remaining
provisions of the Resolution/Ordinance are to be interpreted as if the offending section or
clause never existed.
10. This section provides for an effective date upon passage.
11. This section directs that a copy of the signed Resolution/Ordinance be sent to a representative
of the Company and legal counsel for ACSC.
CONCLUSION
The Legislature’s GRIP process allowed gas utilities to receive annual rate increases
associated with capital investments. The RRM process has proven to result in a more efficient and
less costly (both from a consumer rate impact perspective and from a ratemaking perspective) than
the GRIP process. Given Atmos Mid-Tex’s claim that its historic cost of service should entitle it to
recover $245.2 million in additional system-wide revenues, the RRM settlement at $205.6 million for
ACSC members reflects substantial savings to ACSC cities. Settlement at $205.6 million is fair and
reasonable. The ACSC Executive Committee consisting of city employees of 18 ACSC members
urges all ACSC members to pass the Resolution/Ordinance before October 1, 2025. New rates
become effective October 1, 2025.
2557/39/9074966 4
________________________
Signature
Joseph Cotton, P.E., CFM
Director of Public Works
Joseph Cotton (Aug 15, 2025 09:02:53 CDT)
Joseph Cotton
Atmos Mid-Tex 2025 RRM Model Staff Report
Final Audit Report 2025-08-15
Created:2025-08-14
By:Joanna Golleher (jgolleher@annatexas.gov)
Status:Signed
Transaction ID:CBJCHBCAABAALOQimqU-xY3OqEaCYcRoptNR_YzYK9Pi
"Atmos Mid-Tex 2025 RRM Model Staff Report" History
Document created by Joanna Golleher (jgolleher@annatexas.gov)
2025-08-14 - 9:41:37 PM GMT
Document emailed to Joseph Cotton (jcotton@annatexas.gov) for signature
2025-08-14 - 9:41:41 PM GMT
Email viewed by Joseph Cotton (jcotton@annatexas.gov)
2025-08-15 - 2:02:38 PM GMT
Document e-signed by Joseph Cotton (jcotton@annatexas.gov)
Signature Date: 2025-08-15 - 2:02:53 PM GMT - Time Source: server
Agreement completed.
2025-08-15 - 2:02:53 PM GMT
Item No. 6.h.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Lauren Mecke
AGENDA ITEM:
Approve a Resolution regarding a waiver of the Subdivision Regulations for Willoughby
Three Creeks Ranch Estates, Block A, Lots 1-10, Replat (RP 25-0006) (Planning
Manager Lauren Mecke)
SUMMARY:
Recommended for approval as submitted.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The applicant is requesting a waiver from Article 9.02 (Subdivision Regulations) as it
pertains to the maximum cul-de-sac length. The applicant is proposing to subdivide
21.5± acres into six one-acre lots, one two-acre lot, and two five acre lots.
The applicant is requesting a waiver from:
Sec. 9.02.081(p)Maximum and minimum length of cul-de-sac streets.-
A cul-de-sac street shall not be longer than 600 feet and be a minimum of 400 feet,
and at the closed end a cul-de-sac shall have a turnaround bulb with an outside
pavement diameter of at least 80 feet and a right-of-way diameter of at least 100 feet.
The length of a cul-de-sac shall be measured from the centerline of the intersecting
street to the center point of the cul-de-sac bulb.
Proposed: Approximately 1,233 feet in length as measured from the existing property
line to the center of the cul-de-sac bulb.
A majority of the property is outside of the Anna Extraterritorial Jurisdiction (ETJ). In
accordance with the Texas Local Government Code, when a property falls within two
cities ETJ's, the city with the larger population has the platting authority. Upon the
Replat being recorded, most of the lots will fall outside of the Anna ETJ.
The Comprehensive Plan identifies this area as Estate Residential. The lot sizes
conforms to the character and intent of the Estate Residential placetype.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1. Locator Map - Willoughby Three Creeks Ranch Estates (RP 25-0006)
2. Resolution (Waiver) - - Willoughby Three Creeks Ranch Estates (RP 25-0006)
3. Exhibit A - - Willoughby Three Creeks Ranch Estates (RP 25-0006)
CITY OF ANNA, TEXAS
, In order to provide for the orderly development of land within the Anna city limits
and extraterritorial jurisdiction, the City Council of the City of Anna, Texas has adopted Article
9.02 (“Subdivision Regulations”) and Article 9.04 (“Zoning Ordinance”) of the Anna City Code
of Ordinances; and
, Michael and Kristal Willoughby have submitted an application for the approval of
Willoughby Three Creeks Ranch Estates, Replat; and
, the applicant requests a waiver from Article 9.02 (Subdivision Regulations)
regarding maximum and minimum length of cul-de-sac streets for a private street
approximately 1,233 feet in length as measured from the property line to the center of the cul-
de-sac; and
, the Replat otherwise conforms to the City’s Subdivision Regulations and Zoning
Ordinance; and
The recitals above are incorporated herein as if set forth in full for all purposes.
(A) Granting the waiver/suspension will not be detrimental to the public safety, health, or
welfare, and will not be injurious to other property or to the owners of other property,
and the waiver, suspension, or amendment will not prevent the orderly subdivision of
other property in the vicinity;
The subdivision is being created for nine lots with a dedicated private road. It will not
be detrimental to the surrounding properties.
(B) The conditions upon which the request for a waiver, suspension, or amendment is
based are unique to the property for which the waiver, suspension, or amendment is
sought, and are not applicable generally to other property;
The Private Road is an existing private driveway parallel to and with a connection to
Three Creeks Lane.
(C) Because of the particular physical surroundings, shape and/or topographical
conditions of the specific property involved, a particular undue hardship to the property
owner would result, as distinguished from a mere inconvenience or increased
expense, if the strict letter of these regulations is carried out;
The Private Road is an existing private driveway parallel to and with a connection to
Three Creeks Lane. There are no plans for development of the surrounding properties
at this time.
(D) The waiver, suspension, or amendment will not in any manner vary the provisions of
the zoning ordinance, Comprehensive Plan (as amended), or any other adopted
plan(s) or ordinance(s) of the City; and
The request for large lots is conformance with the Comprehensive Plan.
(E) An alternate design will generally achieve the same result or intent as the standards
and regulations prescribed herein.
This design will achieve the same result as the standards.
Section 3. Approval of Replat
The City Council hereby approves the waiver regarding maximum and minimum length of cul-
de-sac streets for Willoughby Three Creeks Ranch Estates, Replat attached hereto as Exhibit
A subject to additions and/or alterations to the engineering plans as required by the City
Engineer.
PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 26th day
of August, 2025.
ATTEST: APPROVED:
_____________________________ ______________________________
City Secretary, Carrie Land Mayor, Pete Cain
Item No. 6.i.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Approve an Ordinance authorizing the Issuance of the "City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2025 (Sherley Tract Public Improvement District
No. 2 Improvement Area #1 Project)"; approving, authorizing and ratifying an Amended
and Restated Indenture of Trust, a Bond Purchase Agreement, a Preliminary Official
Statement, a Continuing Disclosure Agreement and other agreements and documents
in connection therewith; making findings with respect to the issuance of such Bonds;
and providing an effective date. (Director of Economic Development Joey Grisham)
SUMMARY:
Back in 2021, the city levied assessments on Area #1 of the Sherley Tract PID for just
over $13.5 million, however, the city only bonded $9.4 million worth of assessments
pursuant to the development agreement if certain metrics were met. All additional bond
tests have been met and developer has asked the city to bond the remaining $4.1
million.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The Sherley Tract Public Improvement District Number Two was created pursuant to
the Public Improvement District (PID) Act and a resolution of the Anna City Council on
December 8, 2020. Anna has contracted with P3 Works to provide administrative and
management support services associated with Sherley Tract Public Improvement
District Number Two.
STRATEGIC CONNECTIONS:
Goal 1: Growing Anna Economy
Goal 2: Sustainable Anna Community Through Planned Managed Growth
ATTACHMENTS:
1. Bond Ordinance (Council Packets)
1
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows:
1. The City Council (the “Council”) of the City convened in a regular meeting on
August 26, 2025, at the regular designated meeting place, and the roll was called of the duly
constituted officers and members of the Council, to wit:
Pete Cain, Mayor Kelly Patterson-Herndon, Council Member
Kevin Toten, Mayor Pro Tem Elden Baker, Council Member
Stan Carver II, Deputy Mayor Pro-Tem Manny Singh, Council Member
Nathan Bryan, Council Member
Marc Marchand, Acting City Manager
Carrie Land, City Secretary
and all of said persons were present, except __________________________________________,
thus constituting a quorum. Whereupon, among other business the following was transacted at
said meeting: a written Ordinance entitled
AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE “CITY OF
ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES
2025 (SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)”; APPROVING, AUTHORIZING
AND RATIFYING AN AMENDED AND RESTATED INDENTURE OF
TRUST, A BOND PURCHASE AGREEMENT, A PRELIMINARY
OFFICIAL STATEMENT, AN OFFICIAL STATEMENT, A
CONTINUING DISCLOSURE AGREEMENT AND OTHER
AGREEMENTS AND DOCUMENTS IN CONNECTION THEREWITH;
MAKING FINDINGS WITH RESPECT TO THE ISSUANCE OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting “Aye,” except as noted below:
NAYS: ABSTENTIONS:
2
2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said
meeting pertaining to the passage of said Ordinance; the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of the
Council as indicated therein; that each of the officers and members of the Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid meeting, and that said Ordinance would be introduced and considered for passage at
said meeting, and each of said officers and members consented, in advance, to the holding of
said meeting for such purpose; and that said meeting was open to the public, and public notice of
the time, place, and purpose of said meeting was given all as required by the Texas Government
Code, Chapter 551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor (or
Mayor Pro-Tem) and City Secretary hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED ON AUGUST 26, 2025
Carrie L. Lan , Cit Secretar Pete Cain, Ma o
(City Seal)
1
CITY OF ANNA
ORDINANCE NO. ____-2025
AN ORDINANCE AUTHORIZING THE ISSUANCE OF THE “CITY OF ANNA,
TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025 (SHERLEY
TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
PROJECT)”; APPROVING, AUTHORIZING AND RATIFYING AN AMENDED AND
RESTATED INDENTURE OF TRUST, A BOND PURCHASE AGREEMENT, A
PRELIMINARY OFFICIAL STATEMENT, AN OFFICIAL STATEMENT, A
CONTINUING DISCLOSURE AGREEMENT AND OTHER AGREEMENTS AND
DOCUMENTS IN CONNECTION THEREWITH; MAKING FINDINGS WITH
RESPECT TO THE ISSUANCE OF SUCH BONDS; AND PROVIDING AN EFFECTIVE
DATE
WHEREAS, the City Council (“City Council”) of the City of Anna, Texas (the “City”),
pursuant to and in accordance with the terms, provisions and requirements of the Public
Improvement District Assessment Act, Subchapter A of Chapter 372, Texas Local Government
Code (the “PID Act”), has previously established the “Sherley Tract Public Improvement District
No. 2” (the “District”) via Resolution No. 2020-12-839, recorded in the official records of Collin
County, Texas as Document No. 20210811001619570; and
WHEREAS, on July 27, 2021, after notice and a public hearing in the manner required by
law, the City Council adopted Ordinance No. 925-2021 (the “Assessment Ordinance”) approving
the Sherley Tract Public Improvement District No. 2 Service and Assessment Plan (the “Service
and Assessment Plan”), including the Assessment Rolls attached to the Service and Assessment
Plan (the “Assessment Roll”), which ordinance was recorded in the official records of Collin
County, Texas as Document No. 20210811001619580, and levied the Assessments on property
within Improvement Area #1 of District in accordance with the Improvement Area #1
Assessment Roll for the purposes of financing the public improvements (the “Authorized
Improvements”) undertaken for the benefit of such property; and
WHEREAS, on July 27, 2021, the City Council adopted Ordinance No. 924-2021,
authorizing the issuance of $9,400,000 in City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Improvement Area #1
Project) (the “2021 Bonds”) and approved an Indenture of Trust, dated as of August 1, 2021 (the
“2021 Indenture”) between the City and Regions Bank, as Trustee (the “Trustee”); and
WHEREAS, pursuant to the 2021 Indenture, the City is authorized to modify or amend
the 2021 Indenture at any time by a Supplemental Indenture (as defined in the 2021 Indenture),
without the consent of any owners of the 2021 Bonds, and to issue Additional Bonds (as defined
in the 2021 Indenture) secured by the Assessments (as defined in the 2021 Indenture) levied
upon property located within Improvement Area #1 of the District; and
WHEREAS, the City Council now wishes to amend and restate the 2021 Indenture in its
entirety by adoption of an Amended and Restated Indenture of Trust, dated as of September 1,
2025, by and between the City and Regions Bank, as Trustee, in the form attached hereto as
Exhibit A (the “A&R Trust Indenture”) and to authorize the issuance of Additional Bonds (as
defined in the 2021 Indenture);
2
WHEREAS, the City Council has found and determined that it is in the best interests of
the City to issue its bonds to be designated “City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2025 (Sherley Tract Public Improvement District No. 2 Improvement Area #1
Project)” (the “2025 Bonds”), such 2025 Bonds to be payable from and secured by the Pledged
Revenues (as defined in the A&R Trust Indenture) on a parity with the 2021 Bonds; and
WHEREAS, the City is authorized by the PID Act to issue the 2025 Bonds for the
purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii) funding a reserve
fund for payment of principal and interest on the 2025 Bonds, and (iii) paying the costs of
issuance of the 2025 Bonds; and
WHEREAS, the Council has found and determined to approve (i) the issuance of the
2025 Bonds to finance the Improvement Area #1 Projects, (ii) the form, terms and provisions of
the A&R Trust Indenture securing the Bonds Similarly Secured authorized hereby, (iii) the form,
terms and provisions of a Bond Purchase Agreement (defined below) between the City and the
Underwriter (defined below), (iv) a Preliminary Official Statement and an Official Statement
(defined below), and (v) a Continuing Disclosure Agreement (defined below); and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the public notice of the time, place and purpose of said meeting was given
as required by Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS, THAT:
Section 1. Findings and Definitions. The findings and determinations set forth in the
preamble hereof are hereby incorporated by reference for all purposes as if set forth in full
herein. Capitalized terms used herein but not defined above shall have the meanings assigned to
such terms in the attached A&R Trust Indenture.
Section 2. Approval of Issuance of Bonds and A&R Trust Indenture.
(a) The issuance of the 2025 Bonds in the principal amount of $_________
for the purpose of (i) paying a portion of the Improvement Area #1 Project Costs, (ii)
funding a reserve fund for payment of principal and interest on the 2025 Bonds, and (iii)
paying the costs of issuance of the 2025 Bonds, is hereby authorized and approved.
(b) The 2025 Bonds shall be issued and secured under the A&R Trust
Indenture, with such changes as may be necessary or desirable to carry out the intent of
this Ordinance and as approved by the Mayor of the City, such approval to be evidenced
by the execution and delivery of the A&R Trust Indenture, which A&R Trust Indenture is
hereby approved in substantially final form attached hereto as Exhibit A and
incorporated herein as a part hereof for all purposes. The Mayor or Mayor Pro-Tem of
the City is hereby authorized and directed to execute the A&R Trust Indenture and the
City Secretary is hereby authorized and directed to attest such signature of the Mayor or
Mayor Pro-Tem.
(c) The 2025 Bonds shall be dated, shall mature on the date or dates and in the
principal amount or amounts, shall bear interest, shall be registered as to both principal
and interest, shall be subject to redemption and shall have such other terms and
3
provisions as set forth in the A&R Trust Indenture. The 2025 Bonds shall be in
substantially the form set forth in the A&R Trust Indenture, with such insertions,
omissions and modifications as may be required to conform the Form of 2025 Bonds to
the actual terms of the 2025 Bonds. The 2025 Bonds shall be payable from and secured
by the Pledged Revenues (as defined in the A&R Trust Indenture) and other assets of the
Trust Estate (as defined in the A&R Trust Indenture) pledged to the Bonds, and shall
never be payable from ad valorem taxes or any other funds or revenues of the City.
Section 3. Sale of 2025 Bonds; Approval of Bond Purchase Agreement. The 2025
Bonds shall be sold to FMSbonds, Inc. (the “Underwriter”) at the price and on the terms and
provisions set forth in that certain Bond Purchase Agreement (the “Purchase Agreement”), dated
the date hereof, between the City and the Underwriter, attached hereto as Exhibit B and
incorporated herein as a part hereof for all purposes, which terms of sale are declared to be in the
best interest of the City. The form, terms and provisions of the Purchase Agreement are hereby
authorized and approved and the Mayor or Mayor Pro-Tem of the City is hereby authorized and
directed to execute and deliver the Purchase Agreement. The Mayor’s or Mayor Pro-Tem’s
signature on the Purchase Agreement may be attested by the City Secretary. The Initial Bond of
the 2025 Bonds shall be registered in the name of the Underwriter.
Section 4. Official Statement. The form and substance of the Preliminary Official
Statement and any addenda, supplement or amendment thereto and the final Official Statement
for the 2025 Bonds and any addenda, supplement or amendment thereto (the “Official
Statement”) are hereby approved and adopted in all respects. The Official Statement, with such
appropriate variations as shall be approved by the Mayor and Mayor Pro-Tem of the City and the
Underwriter, may be used by the Underwriter in the offering and sale of the 2025 Bonds. The
City Secretary is hereby authorized and directed to include and maintain a copy of the
Preliminary Official Statement (as defined in the Purchase Agreement) and the Official
Statement and any addenda, supplement or amendment thereto thus approved among the
permanent records of this meeting. The prior use and distribution of the Preliminary Official
Statement in the offering of the 2025 Bonds is hereby ratified, approved and confirmed in all
respects. The City Council hereby deems the Preliminary Official Statement final, within the
meaning of Rule 15c2-12 issued by the United States Securities and Exchange Commission
under the Securities Exchange Act of 1934 (the “Rule”), as of its date, except for the omission of
information specified in Section (b)(1) of the Rule, as permitted by Section (b)(1) of the Rule.
Notwithstanding the approval and delivery of such Preliminary Official Statement and Official
Statement by the City Council, the City Council is not responsible for and proclaims no specific
knowledge of the information contained in the Preliminary Official Statement and the Official
Statement pertaining to the Improvement Area #1 Projects, the Underwriter, the Developer or its
financial ability, any builders, any landowners or the appraisal of the property in the District.
Section 5. Continuing Disclosure Agreement. The City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2025 (Sherley Tract Public Improvement District No. 2
Improvement Area #1 Project) Continuing Disclosure Agreement of the Issuer (the “Continuing
Disclosure Agreement”) between the City, P3Works, LLC and Regions Bank is hereby
authorized and approved in substantially final form attached hereto as Exhibit C and
incorporated herein as a part hereof for all purposes, and the Mayor or Mayor Pro-Tem of the
City is hereby authorized and directed to execute and deliver such Continuing Disclosure
Agreement with such changes as may be required to carry out the purpose of this Ordinance and
4
approved by the Mayor or Mayor Pro-Tem, such approval to be evidenced by the execution
thereof.
Section 6. Additional Actions. The Mayor, Mayor Pro Tem, Deputy Mayor Pro-
Tem, the City Manager (including any interim City Manager), the Finance Director and the City
Secretary are hereby authorized and directed to take any and all actions on behalf of the City
necessary or desirable to carry out the intent and purposes of this Ordinance and to issue the
2025 Bonds in accordance with the terms of this Ordinance. The Mayor, Mayor Pro Tem,
Deputy Mayor Pro-Tem, the City Manager (including any interim City Manager), the Finance
Director and the City Secretary are hereby authorized and directed to execute and deliver any
and all certificates, agreements, notices, instruction letters, requisitions and other documents
which may be necessary or advisable in connection with the sale, issuance and delivery of the
Bonds and the carrying out of the purposes and intent of this Ordinance. In addition, prior to the
initial delivery of the 2025 Bonds, the City’s Bond Counsel is hereby authorized and directed to
approve any technical changes or corrections to this Ordinance or to any of the instruments
authorized and approved by this Ordinance necessary in order to (i) correct any ambiguity or
mistake or properly or more completely document the transactions contemplated and approved
by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, if any, or the
provider of a municipal bond insurance policy, if any, or (iii) obtain the approval of the 2025
Bonds by the Texas Attorney General’s office.
Section 7. Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 8. Effective Date. This Ordinance is passed on one reading as authorized by
Texas Government Code, Section 1201.028, and shall be effective immediately upon its passage
and adoption.
-------------------------------
A-1
EXHIBIT A
AMENDED AND RESTATED INDENTURE OF TRUST
AMENDED AND RESTATED
INDENTURE OF TRUST
By and Between
CITY OF ANNA, TEXAS
and
REGIONS BANK,
as Trustee
DATED AS OF SEPTEMBER 1, 2025
SECURING
$9,400,000
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2021
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
AND
$___________
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
IMPROVEMENT AREA #1 PROJECT)
AMENDED AND RESTATED
INDENTURE OF TRUST
WHEREAS, the City of Anna, Texas (the “City”) has previously entered into that certain
Indenture of Trust, dated as of August 1, 2021 (the “2021 Indenture”) between the City and
Regions Bank, as Trustee (the “Trustee”); and
WHEREAS, pursuant to the 2021 Indenture, the City is authorized to modify or amend
the 2021 Indenture and the rights and obligations of the City and of the owners of the City of
Anna, Texas, Special Assessment Revenue Bonds, Series 2021 (Sherley Tract Public
Improvement District No. 2 Improvement Area #1 Project) (the “2021 Bonds”) at any time by a
Supplemental Indenture (as defined in the 2021 Indenture), without the consent of any owners of
the 2021 Bonds, so long as such amendments or modifications do not adversely affect the 2021
Bonds in any material respect; and
WHEREAS, in connection with the City’s issuance of Additional Bonds (as defined in
the 2021 Indenture), the City wishes to amend and restate the 2021 Indenture in its entirety as
this Amended and Restated Indenture of Trust, dated as of September 1, 2025 (this “Indenture”),
by and between the City and the Trustee;
NOW, THEREFORE:
SECTION 1: Amended and Restated Indenture. The 2021 Indenture is hereby amended
and restated in its entirety as follows:
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATION .................................................... 5
Section 1.1. Definitions. ..................................................................................................................... 5
Section 1.2. Findings. ....................................................................................................................... 14
Section 1.3. Table of Contents, Titles and Headings. ....................................................................... 14
Section 1.4. Interpretation. ............................................................................................................... 15
ARTICLE II THE BONDS ....................................................................................................................... 15
Section 2.1. Security for the Bonds. ................................................................................................. 15
Section 2.2. Limited Obligations. ..................................................................................................... 16
Section 2.3. Authorization for Indenture. ......................................................................................... 16
Section 2.4. Contract with Owners and Trustee. .............................................................................. 16
ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS SIMILARLY SECURED ............................................................................................................. 16
Section 3.1. Authorization. ............................................................................................................... 16
Section 3.2. Date, Denomination, Maturities, Numbers and Interest. .............................................. 17
Section 3.3. Conditions Precedent to Delivery of Bonds Similarly Secured. ................................... 18
Section 3.4. Medium, Method and Place of Payment. ..................................................................... 19
Section 3.5. Execution and Registration of Bonds Similarly Secured. ............................................ 20
Section 3.6. Ownership..................................................................................................................... 21
Section 3.7. Registration, Transfer and Exchange. ........................................................................... 21
Section 3.8. Cancellation. ................................................................................................................. 22
Section 3.9. Temporary Bonds Similarly Secured. .......................................................................... 23
Section 3.10. Replacement Bonds Similarly Secured. ....................................................................... 23
Section 3.11. Book-Entry Only System. ............................................................................................ 24
Section 3.12. Successor Securities Depository: Transfer Outside Book-Entry-Only System. ........... 25
Section 3.13. Payments to Cede & Co. .............................................................................................. 25
ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY ....................................................... 26
Section 4.1. Limitation on Redemption ............................................................................................ 26
Section 4.2. Mandatory Sinking Fund Redemption ......................................................................... 26
Section 4.3. Optional Redemption .................................................................................................... 29
Section 4.4. Extraordinary Optional Redemption ............................................................................ 29
Section 4.5. Partial Redemption. ...................................................................................................... 29
Section 4.6. Notice of Redemption to Owners. ................................................................................ 30
Section 4.7. Payment Upon Redemption .......................................................................................... 31
Section 4.8. Effect of Redemption ................................................................................................... 31
ARTICLE V FORM OF THE BONDS ................................................................................................... 31
Section 5.1. Form Generally ............................................................................................................. 31
Section 5.2. Form of the Bonds. ....................................................................................................... 32
Section 5.3. CUSIP Registration ...................................................................................................... 46
Section 5.4. Legal Opinion. .............................................................................................................. 46
ARTICLE VI FUNDS AND ACCOUNTS .............................................................................................. 47
Section 6.1. Establishment of Funds and Accounts .......................................................................... 47
ii
Section 6.2. Initial Deposits to Funds and Accounts ........................................................................ 48
Section 6.3. Pledged Revenue Fund ................................................................................................. 49
Section 6.4. Bond Fund .................................................................................................................... 51
Section 6.5. Project Fund.................................................................................................................. 51
Section 6.6. Redemption Fund ......................................................................................................... 53
Section 6.7. Reserve Fund ................................................................................................................ 54
Section 6.8. Rebate Fund: Rebatable Arbitrage ............................................................................... 56
Section 6.9. Administrative Fund. .................................................................................................... 56
Section 6.10. Reimbursement Fund .................................................................................................... 57
Section 6.11. Investment of Funds ..................................................................................................... 57
Section 6.12. Security of Funds .......................................................................................................... 42
ARTICLE VII COVENANTS .................................................................................................................. 58
Section 7.1. Confirmation of Assessments. ...................................................................................... 58
Section 7.2. Collection and Enforcement of Assessments. .............................................................. 58
Section 7.3. Against Encumbrances. ................................................................................................ 59
Section 7.4. Records, Accounts, Accounting Reports. ..................................................................... 59
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds. ....................................... 60
ARTICLE VIII LIABILITY OF CITY ...................................................................................................... 63
Section 8.1. Liability of City. ........................................................................................................... 63
ARTICLE IX THE TRUSTEE ................................................................................................................ 64
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent. ..................................... 64
Section 9.2. Trustee Entitled to Indemnity. ...................................................................................... 65
Section 9.3. Responsibilities of the Trustee. .................................................................................... 65
Section 9.4. Property Held in Trust. ................................................................................................. 66
Section 9.5. Trustee Protected in Relying on Certain Documents. .................................................. 66
Section 9.6. Compensation. .............................................................................................................. 67
Section 9.7. Permitted Acts. ............................................................................................................. 67
Section 9.8. Resignation of Trustee. ................................................................................................. 67
Section 9.9. Removal of Trustee. ..................................................................................................... 68
Section 9.10. Successor Trustee. ........................................................................................................ 68
Section 9.11. Transfer of Rights and Property to Successor Trustee. ................................................ 69
Section 9.12. Merger, Conversion or Consolidation of Trustee. ........................................................ 69
Section 9.13. Trustee To File Continuation Statements. .................................................................... 70
Section 9.14. Accounts, Periodic Reports and Certificates. ............................................................... 70
Section 9.15. Construction of Indenture. ............................................................................................ 70
ARTICLE X MODIFICATION OR AMENDMENT OF THIS INDENTURE .................................... 70
Section 10.1. Amendments Permitted. ............................................................................................... 70
Section 10.2. Owners’ Meetings. ....................................................................................................... 71
Section 10.3. Procedure for Amendment with Written Consent of Owners. ..................................... 71
Section 10.4. Procedure for Amendment Not Requiring Owner Consent. ......................................... 71
Section 10.5. Effect of Supplemental Indenture. ................................................................................ 73
Section 10.6. Endorsement or Replacement of Bonds Similarly Secured Issued After Amendments. ..
................................................................................................................................. 73
Section 10.7. Amendatory Endorsement of Bonds Similarly Secured. .............................................. 73
Section 10.8. Waiver of Default. ........................................................................................................ 73
Section 10.9. Execution of Supplemental Indenture. ......................................................................... 73
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ARTICLE XI DEFAULT AND REMEDIES .......................................................................................... 74
Section 11.1. Events of Default. ......................................................................................................... 74
Section 11.2. Immediate Remedies for Default. ................................................................................. 74
Section 11.3. Restriction on Owner’s Action. .................................................................................... 75
Section 11.4. Application of Revenues and Other Moneys After Default. ........................................ 76
Section 11.5. Effect of Waiver. .......................................................................................................... 77
Section 11.6. Evidence of Ownership of Bonds Similarly Secured. .................................................. 77
Section 11.7. No Acceleration. ........................................................................................................... 78
Section 11.8. Mailing of Notice. ........................................................................................................ 78
Section 11.9. Exclusion of Bonds Similarly Secured. ........................................................................ 78
ARTICLE XII GENERAL COVENANTS AND REPRESENTATIONS ............................................... 78
Section 12.1. Representations as to Trust Estate. ............................................................................... 78
Section 12.2. General. ........................................................................................................................ 78
ARTICLE XIII SPECIAL COVENANTS ................................................................................................ 79
Section 13.1. Further Assurances; Due Performance. ........................................................................ 79
Section 13.2. Other Obligations or Liens; Refunding Bonds; Future Improvement Area Bonds ...... 79
Section 13.3. Books of Record. .......................................................................................................... 79
ARTICLE XIV PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND
SATISFACTION OF THE INDENTURE ................................................................................................. 80
Section 14.1. Trust Irrevocable. ......................................................................................................... 80
Section 14.2. Satisfaction of Indenture. .............................................................................................. 80
Section 14.3. Bonds Deemed Paid. .................................................................................................... 80
ARTICLE XV MISCELLANEOUS ......................................................................................................... 81
Section 15.1. Benefits of Indenture Limited to Parties. ...................................................................... 81
Section 15.2. Successor is Deemed Included in All References to Predecessor. ............................... 81
Section 15.3. Execution of Documents and Proof of Ownership by Owners. .................................... 81
Section 15.4. No Waiver of Personal Liability. .................................................................................. 82
Section 15.5. Notices to and Demands on City and Trustee. ............................................................. 82
Section 15.6. Partial Invalidity. .......................................................................................................... 83
Section 15.7. Applicable Laws. .......................................................................................................... 83
Section 15.8. Payment on Business Day. ........................................................................................... 83
Section 15.9. Construction, Funding and Acquisition Agreement Amendments and Supplements... 83
Section 15.10. Counterparts ................................................................................................................. 83
Section 15.11. No Boycott of Israel ..................................................................................................... 83
Section 15.12. No Terrorist Organization ............................................................................................ 83
EXHIBIT A DESCRIPTION OF THE PROPERTY WITHIN THE IMPROVEMENT AREA #1 OF
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
AMENDED AND RESTATED
INDENTURE OF TRUST
THIS AMENDED AND RESTATE INDENTURE OF TRUST, dated as of September 1,
2025, is by and between the CITY OF ANNA, TEXAS (the “City”), and REGIONS BANK,
Houston, Texas, as trustee (together with its successors, the “Trustee”). Capitalized terms used in
the preambles, recitals and granting clauses and not otherwise defined shall have the meanings
assigned thereto in Article I.
WHEREAS, on October 20, 2020, a petition (the “Petition”) was submitted and filed
with the City Secretary of the City (the “City Secretary”) pursuant to the Public Improvement
District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the “Act” or
“PID Act”), requesting the creation of a public improvement district located within the
[extraterritorial jurisdiction] of the City to be known as “Sherley Tract Public Improvement
District No. 2” (the “District”); and
WHEREAS, the Petition contained the signatures of the owners of taxable real property
representing more than fifty percent of the appraised value of taxable real property liable for
assessment within the District, as determined by the then current ad valorem tax rolls of the
Rockwall Central Appraisal District, and the signatures of record property owners who own
taxable real property that constitutes more than fifty percent of the area of all taxable property
that is liable for assessment by the District; and
WHEREAS, on November 10, 2020, the City Council of the City (the “City Council”)
adopted Resolution No. 2020-11-825 accepting the Petition and calling a public hearing on the
creation of the District December 8, 2020; and
WHEREAS, after due notice, on December 8, 2020 the City Council opened, conducted
and closed the public hearing in the manner required by law on the advisability of the
improvement projects and services described in the Petition as required by Section 372.009 of
the PID Act and made the findings required by Section 372.009(b) of the PID Act and, by
Resolution No. 2020-12-839 adopted by the City Council (the “Creation Resolution”),
authorized the District in accordance with its finding as to the advisability of the improvement
projects and services; and
WHEREAS, following the adoption of the Creation Resolution, the City published notice
of its authorization of the District in a newspaper of general circulation in the City and in the
extraterritorial jurisdiction of the City where the District is located; and
WHEREAS, no written protests of the District from any owners of record of property
within the District were filed with the City Secretary within 20 days after the date of publication
of such notice; and
WHEREAS, the City, pursuant to Section 372.0l6(b) of the PID Act, published notice of
a public hearing in a newspaper of general circulation in the City to consider the proposed
“Assessment Roll” and the “Service and Assessment Plan” and the levy of the “Assessments” on
property in the District; and
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WHEREAS, the City, pursuant to Section 372.0l6(c) of the PID Act, mailed notice of the
public hearing to consider the proposed Assessment Roll and the Original Service and
Assessment Plan and the levy of Assessments on property in the District to the last known
address of the owners of the property liable for the Assessments; and
WHEREAS, the City Council convened the public hearing on July 27, 2021, at which all
persons who appeared, or requested to appear, in person or by their attorney, were given the
opportunity to contend for or contest the Original Service and Assessment Plan, the Assessment
Roll, and the Assessments, and to offer testimony pertinent to any issue presented on the amount
of the Assessments, the allocation of Improvement Area #1 Project Costs, the purposes of the
Assessments, the special benefits of the Assessments, and the penalties and interest on annual
installments and on delinquent annual installments of the Assessments; and
WHEREAS, at the July 27, 2021 public hearing referenced above, there were no written
objections or evidence submitted to the City Secretary in opposition to the Original Service and
Assessment Plan, the allocation of Improvement Area #1 Project Costs, the Assessment Roll, or
the levy of the Assessments; and
WHEREAS, the City Council closed the public hearing and, after considering all written
and documentary evidence presented at the public hearing, including all written comments and
statements filed with the City, at a meeting held on July 27, 2021, approved and accepted the
Original Service and Assessment Plan in conformity with the requirements of the PID Act and
adopted the Assessment Ordinance, which Assessment Ordinance approved the Assessment Roll
and levied the Assessments; and
WHEREAS, the City Council has adopted annual updates to the Service and Assessment
Plan in each of the years 2022, 2023 and 2024, as required by the PID Act, and will adopt an
annual update for the year 2025 on August 26, 2025 in connection with the 2025 Bonds
authorized hereby; and
WHEREAS, the City Council is authorized by the PID Act to issue revenue bonds
payable from the Assessments for the purpose of (i) paying a portion of the Improvement Area
#1 Project Costs, (ii) paying interest on the Bonds during and after the period of acquisition and
construction of the Improvement Area #1 Projects, (iii) funding a reserve fund for payment of
principal and interest on the Bonds, (iv) paying a portion of the costs incidental to the
organization of the District and (v) paying the costs of issuance of the Bonds; and
WHEREAS, the City has previously issued its $9,400,000 City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2
Improvement Area #1 Project), dated as of August 16, 2021 (the “2021 Bonds”) pursuant to that
certain Indenture of Trust, dated as of August 1, 2021, between the City and the Trustee (the
“2021 Indenture”); and
WHEREAS, Section 13.2(c) of the 2021 Indenture authorizes the City to issue Additional
Bonds for any purpose permitted by the PID Act, so long as either (1) the conditions set forth in
paragraphs (i) through (viii) of such section (the “Additional Bonds Test”) are met or (2) the City
obtains from the holders of all of the Outstanding 2021 Bonds a waiver of any unmet conditions
and consent to the issuance of the then-proposed Additional Bonds; and
3
WHEREAS, the City has received a Certificate With Respect to Additional Improvement
Area #1 Bonds, which the City finds and determines satisfies the requirements of said Additional
Bonds Test; and
WHEREAS, the City Council now desires to issue its revenue bonds, in accordance with
the PID Act, such bonds to be entitled “City of Anna, Texas, Special Assessment Revenue
Bonds, Series 2025 (Sherley Tract Public Improvement District No. 2 Improvement Area #1
Project)” (the “2025 Bonds”, and, collectively with the 2021 Bonds, the “Bonds Similarly
Secured”), such 2025 Bonds being payable solely from the Trust Estate and for the purposes set
forth in this preamble; and
WHEREAS, the 2025 Bonds are being issued as Additional Bonds (as defined herein)
pursuant to Section 13.2(c) of the 2021 Indenture and are secured by and payable from a lien on
and pledge of the Trust Estate on parity with the 2021 Bonds; and
WHEREAS, the City Council has found and determined that the issuance of the 2025
Bonds to pay the Costs of the Improvement Area #1 Projects is in the District and is in the best
interests of the City; and
WHEREAS, to accommodate the issuance of the 2025 Bonds, to remove the ability to
issue Additional Bonds after the issuance of the 2025 Bonds and, if applicable, to close certain
accounts and funds maintained under this Indenture which are no longer necessary or required,
the City has determined that it is necessary and proper to amend and restate in its entirety the
2021 Indenture through the authorization of this Indenture; and
WHEREAS, the Trustee has agreed to accept the trusts herein created upon the terms set
forth in this Indenture;
NOW, THEREFORE, the City, in consideration of the foregoing premises and
acceptance by the Trustee of the trusts previously created and herein confirmed, of the purchase
and acceptance of the Bonds Similarly Secured by the Owners thereof, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
hereby GRANT, CONVEY, PLEDGE, TRANSFER, ASSIGN, and DELIVER to the Trustee for
the benefit of the Owners, a security interest in all of the moneys, rights and properties described
in the Granting Clauses hereof, as follows (collectively, the “Trust Estate”):
FIRST GRANTING CLAUSE
The Pledged Revenues, as herein defined, including all moneys and investments held in
the Pledged Funds, including any contract or any evidence of indebtedness related thereto or
other rights of the City to receive any of such moneys or investments, whether now existing or
hereafter coming into existence, and whether now or hereafter acquired; and
4
SECOND GRANTING CLAUSE
Any and all other property or money of every name and nature which is, from time to
time hereafter by delivery or by writing of any kind, conveyed, pledged, assigned or transferred,
to the Trustee as additional security hereunder by the City or by anyone on its behalf or with its
written consent, and the Trustee is hereby authorized to receive any and all such property or
money at any and all times and to hold and apply the same subject to the terms thereof; and
THIRD GRANTING CLAUSE
Any and all proceeds of the foregoing property and proceeds from the investment of the
foregoing property;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or hereafter acquired,
unto the Trustee and its successors or assigns;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth for the benefit
of all present and future Owners of the Bonds Similarly Secured from time to time issued under
and secured by this Indenture, and for enforcement of the payment of the Bonds Similarly
Secured in accordance with their terms, and for the performance of and compliance with the
obligations, covenants, and conditions of this Indenture;
PROVIDED, HOWEVER, if the City or its assigns shall well and truly pay, or cause to
be paid, the principal or Redemption Price of and the interest on the Bonds Similarly Secured at
the times and in the manner stated in the Bonds Similarly Secured, according to the true intent
and meaning thereof, then this Indenture and the rights hereby granted shall cease, terminate and
be void; otherwise, this Indenture is to be and remain in full force and effect;
IN ADDITION, the Bonds Similarly Secured are special, limited obligations of the City
payable solely from the Pledged Revenues, as and to the extent provided in this Indenture. The
Bonds Similarly Secured do not give rise to a charge against the general credit or taxing powers
of the City and are not payable except as provided in this Indenture. Notwithstanding anything to
the contrary herein, the Owners of the Bonds Similarly Secured shall never have the right to
demand payment thereof out of any funds of the City other than the Pledged Revenues. The City
shall have no legal or moral obligation to pay for the Bonds Similarly Secured out of any funds
of the City other than the Pledged Revenues.
THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all
Bonds Similarly Secured issued and secured hereunder are to be issued, authenticated, and
delivered and the Trust Estate previously created, assigned, and pledged and herein confirmed is
to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the City has
agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the
respective Owners from time to time of the Bonds Similarly Secured as follows:
5
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRETATION
Section 1.1. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Indenture, the following terms shall have the meanings specified below:
“2021 Bonds” means the City’s bonds authorized to be issued by Section 3.1(a) of this
Indenture entitled “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2021
(Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”.
“2021 Bond Ordinance” means the ordinance adopted by the City Council on July 27,
2021 authorizing the issuance of the 2021 Bonds.
“2021 Indenture” means the Indenture of Trust, dated as of August 1, 2021, between the
City and the Trustee.
“2025 Bonds” means the City’s bonds authorized to be issued by Section 3.1(b) of this
Indenture entitled “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2025
(Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”.
“2025 Bond Ordinance” means the ordinance adopted by the City Council on August 26,
2025 authorizing the issuance of the 2025 Bonds.
“Account”, in the singular, means any of the accounts established under the terms of the
2021 Indenture and confirmed pursuant to Section 6.1 of this Indenture, and “Accounts”, in the
plural, means, collectively, all of the accounts established pursuant to Section 6.1 of the 2021
Indenture and confirmed pursuant to Section 6.1 of this Indenture.
“Additional Bonds” means the additional parity bonds authorized to be issued in
accordance with the terms and conditions prescribed in Section 13.2(c) of the 2021 Indenture,
including the 2025 Bonds.
“Additional Interest” means the 0.50% additional interest charged on the Assessments
pursuant to Section 372.018 of the PID Act.
“Administrative Fund” means that Fund established under the terms of the 2021
Indenture and confirmed by Section 6.1 and administered pursuant to Section 6.9 of this
Indenture.
“Administrator” means an employee or designee of the City who shall have the
responsibilities provided in the Service and Assessment Plan, this Indenture, or any other
agreement or document approved by the City related to the duties and responsibilities of the
administration of the District.
6
“Annual Collection Costs” means the actual or budgeted costs and expenses related
specifically to the Improvement Area #1, including costs and expenses related to the creation and
operation of the District, and the construction of the Improvement Area #1 Projects, including,
but not limited to, costs and expenses for: (i) the Administrator; (ii) City staff; (iii) legal counsel,
engineers, accountants, financial advisors, and other consultants engaged by the City; (iv)
calculating, collecting, and maintaining records with respect to Assessments and Annual
Installments; (v) preparing and maintaining records with respect to Assessment Rolls and Annual
Service Plan Updates; (vi) paying and redeeming Bonds Similarly Secured; (vii) investing or
depositing Assessments and Annual Installments; (viii) complying with the Service and
Assessment Plan, this Indenture and the PID Act with respect to the Bonds Similarly Secured,
including continuing disclosure requirements; and (ix) the paying agent/registrar and Trustee in
connection with Bonds Similarly Secured, including their respective legal counsel. Annual
Collection Costs do not include payment of the actual principal of, redemption premium, if any,
and interest on the Bonds Similarly Secured. Annual Collection Costs collected and not
expended in any year shall be carried forward and applied to reduce Annual Collection Costs in
subsequent years.
“Annual Debt Service” means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds Similarly Secured in such Bond Year, assuming that the Outstanding Bonds
Similarly Secured are retired as scheduled (including by reason of Sinking Fund Installments),
and (ii) the principal amount of the Outstanding Bonds Similarly Secured due in such Bond Year
(including any Sinking Fund Installments due in such Bond Year).
“Annual Installment” means, with respect to each Assessed Property, each annual
payment of: (i) the principal of and interest on the Assessments as shown on the Assessment Roll
or in an Annual Service Plan Update, and as shown in Exhibit E-2 to the Service and Assessment
Plan, and calculated as provided in Section VI of the Service and Assessment Plan, (ii) Annual
Collection Costs and (iii) the Additional Interest.
“Annual Service Plan Update” means an update to the Service and Assessment Plan
prepared no less frequently than annually by the Administrator and approved by the City
Council.
“Applicable Laws” means the PID Act, and all other laws or statutes, rules, or
regulations, and any amendments thereto, of the State or of the United States of America, by
which the City and its powers, securities, operations, and procedures are, or may be, governed or
from which its powers may be derived.
“Assessed Property” means the property located in the Improvement Area #1 that benefit
from the Improvement Area #1 Projects, and is defined as the “Improvement Area #1 Assessed
Property” in the Service and Assessment Plan.
“Assessment Ordinance” means the ordinance adopted by the City Council on July 27,
2021, as may be amended or supplemented, that levied the Assessments on the Assessed
Property.
“Assessment Revenues” means the revenues received by the City from the collection of
Assessments, including Prepayments, Annual Installments and Foreclosure Proceeds.
7
“Assessment Roll” means the “Improvement Area #1 Assessment Roll”, which document
is attached to the Service and Assessment Plan as Exhibit E-1, as updated, modified or amended
from time to time.
“Assessments” means an assessment levied against Assessed Property based on the
special benefit conferred on such Parcels by the Improvement Area #1 Projects, and is defined as
“Improvement Area #1 Assessment” in the Service and Assessment Plan.
“Attorney General” means the Attorney General of the State.
“Authorized Denomination” means $100,000 and any integral multiple of $1,000 in
excess thereof. The City prohibits any Bond Similarly Secured to be issued in a denomination of
less than $100,000 and further prohibits the assignment of a CUSIP number to any Bond
Similarly Secured with a denomination of less than $100,000, and any attempt to accomplish
either of the foregoing shall be void and of no effect.
“Authorized Improvements” mean those improvements authorized by Section 372.003 of
the PID Act for which Assessments are levied, including those described in the Service and
Assessment Plan.
“Bond” means any of the Bonds.
“Bond Counsel” means McCall, Parkhurst & Horton L.L.P. or any other attorney or firm
of attorneys designated by the City that are nationally recognized for expertise in rendering
opinions as to the legality and tax-exempt status of securities issued by public entities.
“Bond Fund” means that Fund established under the terms of the 2021 Indenture and
confirmed pursuant to Section 6.1 and administered pursuant to Section 6.4 of this Indenture.
“Bond Pledged Revenue Account” means that Account in the Pledged Revenue Fund
established under the terms of the 2021 Indenture and confirmed pursuant to Section 6.1 of this
Indenture.
“Bonds Similarly Secured” means any Outstanding 2021 Bonds, any Outstanding 2025
Bonds and any Refunding Bonds hereafter issued pursuant to and secured under this Indenture.
“Bond Year” means the one-year period beginning on October 1 in each year and ending
on September 30 in the following year.
“Business Day” means any day other than a Saturday, Sunday or legal holiday in the
State observed as such by the City or the Trustee or any national holiday observed by the
Trustee.
“Capitalized Interest Account” means that Account in the Bond Fund established under
the terms of the 2021 Indenture and closed pursuant to the terms of the 2021 Indenture, with such
closure confirmed pursuant to Section 6.1 of this Indenture.
8
“Certification for Payment” means a certificate substantially in the form of Exhibit B to
the Construction, Funding and Acquisition Agreement or otherwise approved by the Developer
and a City Representative executed by a Person approved by a City Representative, delivered to
a City Representative and the Trustee specifying the amount of work performed related to the
Improvement Area #1 Projects and the Actual Costs thereof, and requesting payment for such
Actual Costs from money on deposit in an account of the Project Fund as further described in the
Construction, Funding and Acquisition Agreement and Section 6.5 herein.
“City Representative” means that official or agent of the City authorized by the City
Council to undertake the action referenced herein.
“Code” means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
“Comptroller” means the Comptroller of Public Accounts of the State.
“Construction, Funding and Acquisition Agreement” means the “Sherley Tract Public
Improvement District No. 2 Improvement Area #1 Construction, Funding and Acquisition
Agreement” by and between the City and the Developer dated as of July 27, 2021, which
provides, in part, for the deposit of proceeds from the issuance and sale of the Bonds Similarly
Secured and the payment of costs of Improvement Area #1 Projects within the District, the
issuance of bonds, and other matters related thereto.
“Costs of Issuance Account” means that Account in the Project Fund established under
the terms of the 2021 Indenture and confirmed pursuant to Section 6.1 of this Indenture.
“Defeasance Securities” means Investment Securities then authorized by applicable law
for the investment of funds to defease public securities.
“Delinquency and Prepayment Reserve Account” means the reserve account administered
by the City and segregated from other funds of the City and established under the terms of the
2021 Indenture and is confirmed by Section 6.1 of this Indenture.
“Delinquency and Prepayment Reserve Requirement” means an amount equal to 3.85%
of the principal amount of the Outstanding Bonds Similarly Secured to be funded from
Assessment Revenues deposited to the Pledged Revenue Fund.
“Delinquent Collection Costs” means, for a Parcel, interest, penalties and other costs and
expenses that are authorized by the PID Act and by the Assessment Ordinance and that directly
or indirectly relate to the collection of delinquent Assessments, delinquent Annual Installments,
or any other delinquent amounts due under the Service and Assessment Plan, including costs and
expenses related to the foreclosure of liens.
“Delivery Date” means the respective date of the initial delivery of and payment for each
series of the Bonds Similarly Secured.
“Designated Payment/Transfer Office” means (i) with respect to the initial Paying
Agent/Registrar named in this Indenture, the transfer/payment office designated by the Paying
9
Agent/Registrar, which shall initially be located in Houston, Texas, and (ii) with respect to any
successor Paying Agent/Registrar, the office of such successor designated and located as may be
agreed upon by the City and such successor.
“Developer” means MM Anna 325, LLC, a Texas limited company, and any successor
thereto.
“Developer Reimbursement Pledged Revenue Account” means that Account of such name
established under the terms of the 2021 Indenture and confirmed pursuant to Section 6.1 of this
Indenture.
“DTC” means The Depository Trust Company of New York, New York, or any successor
securities depository.
“DTC Participant” means brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
“Foreclosure Proceeds” means the proceeds, including interest and penalty interest,
received by the City from the enforcement of the Assessments against any Assessed Property,
whether by foreclosure of lien or otherwise, but excluding and net of all Delinquent Collection
Costs.
“Fund”, in the singular, means any of the funds established under the terms of the 2021
Indenture and confirmed pursuant to Section 6.1 of this Indenture, and “Funds”, in the plural,
means, collectively, all of the funds established under the terms of the 2021 Indenture and
confirmed pursuant to Section 6.1 of this Indenture.
“Improvement Area #1” means that portion of the District generally described in
Section II of the Service and Assessment Plan and generally shown in Exhibit A-2 to the Service
and Assessment Plan and as specifically described in Exhibit L-2 to the Service and Assessment
Plan.
“Improvement Area #1 Bond Improvement Account” means that Account in the Project
Fund established under the terms of the 2021 Indenture and confirmed by Section 6.1 of this
Indenture.
“Improvement Area #1 Developer Improvement Account” means that fund established
and [closed pursuant to the terms of the 2021 Indenture, with such closure confirmed pursuant to
Section 6.1 of this Indenture].
“Improvement Area #1 Improvements” means the Authorized Improvements which only
benefit the property located in the Improvement Area #1, and are described in Section III(B) and
Exhibit G-1 to the Service and Assessment Plan.
“Improvement Area #1 Project Costs” means the Actual Costs, as defined in the Service
and Assessment Plan (excluding Annual Collection Costs), solely for the Improvement Area #1
Projects.
10
“Improvement Area #1 Projects” means, collectively, (i) the pro rata portion of the Major
Improvements allocable to Improvement Area #1 and (ii) the Improvement Area #1
Improvements.
“Indenture” means this Amended and Restated Indenture of Trust as originally executed
or as it may be from time to time supplemented or amended by one or more indentures
supplemental hereto and entered into pursuant to the applicable provisions hereof.
“Independent Appraisal” means, in establishing the appraised value, (i) the appraised
value of a specific assessed parcel or assessed parcels, as applicable, in Improvement Area #1 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 in Improvement Area #1, (iii) an “as-complete” appraisal delivered by an
independent appraiser licensed in the State of Texas, which appraisal shall assume completion of
the Improvement Area #1 Improvements to be funded with the Bonds and the Additional Bonds,
(iv) a certificate delivered to the City by a qualified independent third party (which party may be
the Administrator or a licensed appraiser) certifying on an individual lot type basis, the value of
each lot in Improvement Area #1 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 Improvement Area #1, or (y) the sales price in the actual lot
purchase contracts in Improvement Area #1.
“Independent Financial Consultant” means any consultant or firm of such consultants
appointed by the City who, or each of whom: (i) is judged by the City, as the case may be, to
have experience in matters relating to the issuance and/or administration of the Bonds Similarly
Secured; (ii) is in fact independent and not under the domination of the City; (iii) does not have
any substantial interest, direct or indirect, with or in the City, or any owner of real property in the
District, or any real property in the District; and (iv) is not connected with the City as an officer
or employee of the City, but who may be regularly retained to make reports to the City.
“Initial Bonds” means with respect to the Bonds, the Initial Bonds authorized by Section
5.2 of this Indenture, and with respect to any other series of Bonds Similarly Secured, the Initial
Bond set forth in a Supplemental Indenture.
“Interest Payment Date” means the date or dates upon which interest on any series of
Bonds Similarly Secured is scheduled to be paid until their respective dates of maturity or prior
redemption, such dates being on March 15 and September 15 of each year, and commencing,
with respect to the 2021 Bonds, on March 15, 2022, and with respect to the 2025 Bonds, on
March 15, 2026.
“Investment Securities” means those authorized investments described in the Public
Funds Investment Act, Chapter 2256, Government Code, as amended, which investments are, at
the time made, included in and authorized by the City’s official investment policy as approved
by the City Council from time to time. Such Investment Securities may include money market
funds that are rated in either of the two highest categories by a rating agency, including funds for
which the Trustee and/or its affiliates provide investment advisory or other management
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services; provided that such money market funds are authorized investments described in the
Public Funds Investment Act, Chapter 2256, Government Code, as amended.
“Major Improvements” means the Authorized Improvements that confer special benefit to
the entire District, and as further described in Section III.A and depicted on Exhibit G-2 to the
Service and Assessment Plan.
“Maximum Annual Debt Service” means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds
Similarly Secured.
“Original Service and Assessment Plan” means the document, including the Assessment
Roll, which is attached as Exhibit A to the Assessment Ordinance.
“Outstanding” means, as of any particular date when used with reference to Bonds
Similarly Secured, all Bonds Similarly Secured authenticated and delivered under this Indenture
except (i) any Bond Similarly Secured of such series that has been canceled by the Trustee (or
has been delivered to the Trustee for cancellation) at or before such date, (ii) any Bond Similarly
Secured of such series for which the payment of the principal or Redemption Price of and
interest on such Bond Similarly Secured of such series shall have been made as provided in
Article IV, (iii) any Bond Similarly Secured of such series in lieu of or in substitution for which
a new Bond Similarly Secured of such series shall have been authenticated and delivered
pursuant to Section 3.10 and (iv) Bonds Similarly Secured alleged to have been mutilated,
destroyed, lost or stolen which have been paid as provided in this Indenture.
“Owner” means the Person who is the registered owner of any Bond Similarly Secured or
Bonds Similarly Secured, as shown in the Register, which shall be Cede & Co., as nominee for
DTC, so long as the Bonds Similarly Secured are in book-entry only form and held by DTC as
securities depository in accordance with Section 3.11.
“Parcel” or “Parcels” means a parcel or parcels within the District identified by either a
tax map identification number assigned by the Collin Central Appraisal District for real property
tax purposes or by lot and block number in a final subdivision plat recorded in the real property
records of Collin County.
“Paying Agent/Registrar” means initially the Trustee, or any successor thereto as
provided in this Indenture.
“Person” or “Persons” means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
“Pledged Funds” means, collectively, the Pledged Revenue Fund (excluding the
Developer Reimbursement Pledged Revenue Account), the Bond Fund, the Project Fund (but
excluding the Improvement Area #1 Developer Improvement Account), the Reserve Fund and
the Redemption Fund.
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“Pledged Revenue Fund” means that Fund established under the terms of the 2021
Indenture and confirmed pursuant to Section 6.1 and administered pursuant to Section 6.3 of this
Indenture.
“Pledged Revenues” means, collectively, the (i) Assessment Revenues (excluding the
portion of the Assessments and Annual Installments collected for the payment of Annual
Collection Costs and Delinquent Collection Costs, as set forth in the Service and Assessment
Plan), (ii) the moneys held in any of the Pledged Funds and (iii) any additional revenues that the
City may pledge to the payment of the Bonds Similarly Secured.
“Prepayment” means the payment of all or a portion of an Assessment before the due
date thereof. Amounts received at the time of a Prepayment which represent a payment of
principal, interest or penalties on a delinquent installment of an Assessment are not to be
considered a Prepayment, but rather are to be treated as the payment of the regularly scheduled
Assessment.
“Principal and Interest Account” means that Account in the Bond Fund established under
the terms of the 2021 Indenture and confirmed pursuant to Section 6.1 of this Indenture.
“Project Fund” means that fund established under the terms of the 2021 Indenture and
confirmed pursuant to Section 6.1 and administered pursuant to Section 6.5.
“Purchaser” means the initial purchaser(s) of each series of Bonds Similarly Secured.
“Rebatable Arbitrage” means rebatable arbitrage as defined in Section 1.148-3 of the
Treasury Regulations.
“Rebate Fund” means that Fund established under the terms of the 2021 Indenture and
confirmed pursuant to Section 6.1 and administered pursuant to Section 6.8 of this Indenture.
“Record Date” means the close of business on the last Business Day of the month next
preceding an Interest Payment Date.
“Redemption Fund” means that Fund established under the terms of the 2021 Indenture
and confirmed pursuant to Section 6.1 and administered pursuant to Section 6.6.
“Redemption Price” means, when used with respect to any Bond Similarly Secured or
portion thereof, the principal amount of such Bond Similarly Secured or such portion thereof
plus the applicable premium, if any, plus accrued and unpaid interest on such Bond Similarly
Secured to the date fixed for redemption payable upon redemption thereof pursuant to this
Indenture.
“Refunding Bonds” means bonds issued to refund all or any portion of the Outstanding
Bonds Similarly Secured and secured by a parity lien with the Outstanding Bonds Similarly
Secured on the Pledged Revenues, as more specifically described in the Supplemental Indenture
authorizing such Refunding Bonds.
“Register” means the register specified in Article III of this Indenture.
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“Reimbursement Agreement” means the “Sherley Public Improvement District No. 2
Improvement Area #1 Reimbursement Agreement” between the City and the Developer, dated as
of July 27, 2021, as may be amended and/or supplemented from time to time, which provides for
the payment of costs to the Developer for funds advanced by the Developer and used to pay costs
of the Improvement Area #1 Projects and other matters related thereto.
“Reimbursement Fund” means that fund of such name established pursuant to Section
6.1.
“Reserve Account” means the Account in the Reserve Fund established pursuant to
Section 6.1 of this Indenture.
“Reserve Fund” means that fund established under the terms of the 2021 Indenture and
confirmed pursuant to Section 6.1 and administered pursuant to Section 6.7 of this Indenture.
“Reserve Fund Obligations” means cash or Investment Securities.
“Reserve Account Requirement” means the least of: (i) Maximum Annual Debt Service
on the Bonds Similarly Secured as of the date of issuance of each such series of Bonds Similarly
Secured, (ii) 125% of average Annual Debt Service on the Bonds Similarly Secured as of the
date of issuance of each such series of Bonds Similarly Secured, or (iii) 10% of the proceeds of
the Bonds Similarly Secured; provided, however, that such amount shall be reduced by the
amount of any transfers made pursuant to Section 6.7(c) hereof; and provided further that as a
result of (1 an optional redemption pursuant to Section 4.3 hereof, or (2) an extraordinary
optional redemption pursuant to Section 4.4 hereof , the Reserve Account Requirement shall be
reduced by a percentage equal to the pro rata principal amount of Bonds Similarly Secured
redeemed by such redemption divided by the total principal amount of the Outstanding Bonds
Similarly Secured prior to such redemption. As of the Delivery Date of the 2025 Bonds, the
Reserve Account Requirement is [$________] which is an amount equal to the Maximum
Annual Debt Service on the Bonds Similarly Secured as of the date of delivery of the 2025
Bonds.
“Service and Assessment Plan” means the Sherley Tract Public Improvement District No.
2 2025 Amended and Restated Service and Assessment Plan, dated as of August 26, 2025, which
amended and restated the Original Service and Assessment Plan, including the updated
Assessment Roll, which is attached as Exhibit E-1 to the Service and Assessment Plan, as may
be further updated, amended and supplemented from time to time.
“Sinking Fund Installment” means the amount of money to redeem or pay at maturity the
portion of the principal of any series of Outstanding Bonds Similarly Secured payable from such
installments at the times and in the amounts provided in Section 4.2 hereof.
“Special Record Date” has the meaning set forth in each form of Bond included in
Section 5.2 hereof.
“State” means the State of Texas.
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“Stated Maturity” means the date of any series of Bonds Similarly Secured, or any
portion of the Bonds Similarly Secured, as applicable, are scheduled to mature without regard to
any redemption or Prepayment.
“Supplemental Indenture” means an indenture which has been duly executed by the
Trustee and a City Representative pursuant to an ordinance adopted by the City Council and
which indenture amends or supplements this Indenture, but only if and to the extent that such
indenture is specifically authorized hereunder.
“Treasury Regulations” shall have the meaning assigned to such term in Section 7.5(c)
hereof.
“Trust Estate” means the Trust Estate described in the granting clauses of this Indenture,
and the Trust Estate shall only include Pledged Revenues related to the Assessments levied on
the Assessed Property within Improvement Area #1, unless the City pledges additional revenues
to the payment of the Bonds Similarly Secured, which additional pledge may only be created in a
Supplemental Indenture.
“Trustee” means Regions Bank, an Alabama state banking corporation with offices in
Houston, Texas, in its capacity as trustee hereunder, and its successors, and any other corporation
or association that may at any time be substituted in its place, as provided in Article IX, such
entity to serve as Trustee and Paying Agent/Registrar for the Bonds Similarly Secured.
“Value of Investment Securities” means the amortized value of any Investment Securities,
provided, however, that all United States of America, United States Treasury Obligations – State
and Local Government Series shall be valued at par and those obligations which are redeemable
at the option of the holder shall be valued at the price at which such obligations are then
redeemable. The computations shall include accrued interest on the investment securities paid as
a part of the purchase price thereof and not collected. For the purposes of this definition
“amortized value,” when used with respect to a security purchased at par means the purchase
price of such security and when used with respect to a security purchased at a premium above or
discount below par, means as of any subsequent date of valuation, the value obtained by dividing
the total premium or discount by the number of interest payment dates remaining to maturity on
any such security after such purchase and by multiplying the amount as calculated by the number
of interest payment dates having passed since the date of purchase and (i) in the case of a
security purchased at a premium, by deducting the product thus obtained from the purchase
price, and (ii) in the case of a security purchased at a discount, by adding the product thus
obtained to the purchase price.
Section 1.2. Findings.
The declarations, determinations and findings declared, made and found in the preamble
to this Indenture are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.3. Table of Contents, Titles and Headings.
The table of contents, titles, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only and are not to be considered a part hereof
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and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Indenture or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
(b) Words importing persons include any individual, corporation, limited liability
company, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or agency or political subdivision thereof.
(c) Any reference to a particular Article or Section shall be to such Article or Section
of this Indenture unless the context shall require otherwise.
(d) This Indenture and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Indenture.
ARTICLE II
THE BONDS SIMILARLY SECURED
Section 2.1. Security for the Bonds.
(a) The Bonds Similarly Secured, as to principal, interest and redemption premium, if
any, are and shall be equally and ratably secured by and payable from a first lien on and pledge
of the Trust Estate.
(b) The lien on and pledge of the Trust Estate shall be valid and binding and fully
perfected from and after August 1, 2021, the date of the 2021 Indenture, without physical
delivery or transfer of control of the Trust Estate, the filing of this Indenture or any other act; all
as provided in Chapter 1208 of the Texas Government Code, as amended, which applies to the
issuance of the Bonds Similarly Secured and the pledge of the Trust Estate granted by the City
under the 2021 Indenture and this Indenture, and such pledge is therefore valid, effective and
perfected. If State law is amended at any time while the Bond Similarly Secured are Outstanding
such that the pledge of the Trust Estate granted by the City under this Indenture is to be subject
to the filing requirements of Chapter 9, Texas Business and Commerce Code, then in order to
preserve to the registered owners of the Bond Similarly Secured the perfection of the security
interest in said pledge, the City agrees to take such measures as it determines are reasonable and
necessary under State law to comply with the applicable provisions of Chapter 9, Texas Business
and Commerce Code and enable a filing to perfect the security interest in said pledge to occur.
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Section 2.2. Limited Obligations.
The Bond Similarly Secured are special and limited obligations of the City, payable
solely from and secured solely by the Trust Estate, including the Pledged Revenues; and the
Bond Similarly Secured shall never be payable out of funds raised or to be raised by taxation or
from any other revenues, properties or income of the City.
Section 2.3. Authorization for Indenture.
The terms and provisions of this Indenture and the execution and delivery hereof by the
City to the Trustee have been duly authorized by official action of the City Council. The City has
ascertained and it is hereby determined and declared that the execution and delivery of this
Indenture is necessary to carry out and effectuate the purposes set forth in the preambles of this
Indenture and that each and every covenant or agreement herein contained and made is
necessary, useful and/or convenient in order to better secure the Bond Similarly Secured and is a
contract or agreement necessary, useful and/or convenient to carry out and effectuate the
purposes herein described.
Section 2.4. Contract with Owners and Trustee.
(a) The purposes of this Indenture are to establish a lien and the security for, and to
prescribe the minimum standards for the authorization, issuance, execution and delivery of, the
Bond Similarly Secured and to prescribe the rights of the Owners, and the rights and duties of the
City and the Trustee.
(b) In consideration of the purchase and acceptance of any or all of the Bond
Similarly Secured by those who shall purchase and hold the same from time to time, the
provisions of this Indenture shall be a part of the contract of the City with the Owner, and shall
be deemed to be and shall constitute a contract among the City, the Owners, and the Trustee.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS
Section 3.1. Authorization.
(a) Authorization of the 2021 Bonds. The 2021 Bonds were authorized, issued and
delivered in accordance with the 2021 Indenture, the Constitution and laws of the State,
including particularly the PID Act, as amended. The 2021 Bonds were issued in the aggregate
principal amount of $9,400,000 for the purpose of (i) paying a portion of the Improvement Area
#1 Project Costs, (ii) paying a portion of the interest on the 2021 Bonds during and after the
period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a
reserve fund for payment of principal and interest on the 2021 Bonds, (iv) paying a portion of the
costs incidental to the organization of the District, and (v) paying the costs of issuance of the
2021 Bonds.
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(b) Authorization of the 2025 Bonds. The 2025 Bonds are hereby authorized to be
issued and delivered in accordance with this Indenture, the Constitution and general laws of the
State, including particularly the PID Act, as amended. The 2025 Bonds shall be issued in the
aggregate principal amount of $__________ for the purpose of (i) paying a portion of the
Improvement Area #1 Project Costs, (ii) funding a reserve fund for payment of principal and
interest on the 2025 Bonds, and (iii) paying the costs of issuance of the 2025 Bonds.
Section 3.2. Date, Denomination, Maturities, Numbers and Interest.
(a) 2021 Bonds.
(i) The 2021 Bonds are dated August 16, 2021 and were issued in Authorized
Denominations. The Bonds are in fully registered form, without coupons, and are
numbered separately from R-1 upward, except the Initial Bond, which was numbered T-
1.
(ii) Interest shall accrue and be paid on each 2021 Bond from the later of the
date of initial delivery of the 2021 Bonds or the most recent Interest Payment Date to
which interest has been paid or provided for, at the rate per annum set forth below until
the principal thereof has been paid on the maturity date specified below, or on a date of
earlier redemption, or otherwise provided for. Such interest shall be payable
semiannually on March 15 and September 15 of each year, commencing March 15, 2022,
computed on the basis of a 360-day year of twelve 30-day months.
(iii) The 2021 Bonds shall mature on September 15 in the years and in the
principal amounts and shall bear interest at the rates set forth below:
Yea
Principal
Amount
Interest
Rate
2026 $ 752,000 3.250%
2031 1,101,000 3.750
2041 2,984,000 4.000
2051 4,563,000 4.250
(iv) The 2021 Bonds shall be subject to mandatory sinking fund redemption,
optional redemption, and extraordinary optional redemption prior to maturity as provided
in Article IV, and shall otherwise have the terms, tenor, denominations, details, and
specifications as set forth in the form of the 2021 Bond set forth in Section 5.2.
(b) 2025 Bonds.
(i) The 2025 Bonds shall be dated the date of initial delivery of the 2025
Bonds and shall be issued in Authorized Denominations. The 2025 Bonds shall be in
fully registered form, without coupons, and shall be numbered separately from R-1
upward, except the Initial Bond, which shall be numbered T-1.
(ii) Interest shall accrue and be paid on each 2025 Bond from the later of the
date of initial delivery of the 2025 Bonds or the most recent Interest Payment Date to
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which interest has been paid or provided for, at the rate per annum set forth below until
the principal thereof has been paid on the maturity date specified below, or on a date of
earlier redemption, or otherwise provided for. Such interest shall be payable
semiannually on March 15 and September 15 of each year, commencing March 15, 2026,
computed on the basis of a 360-day year of twelve 30-day months.
(iii) The 2025 Bonds shall mature on September 15 in the years and in the
principal amounts and shall bear interest at the rates set forth below:
Yea
Principal
Amount
Interest
Rate
20
20
20
20
(iv) The 2025 Bonds shall be subject to mandatory sinking fund redemption,
optional redemption, and extraordinary optional redemption prior to maturity as provided
in Article IV, and shall otherwise have the terms, tenor, denominations, details, and
specifications as set forth in the form of the 2025 Bond set forth in Section 5.2.
Section 3.3. Conditions Precedent to Delivery of Bonds Similarly Secured.
(a) 2021 Bonds. The conditions precedent to the delivery of the 2021 Bonds, as set
forth in the 2021 Indenture, were satisfied prior to the delivery of the 2021 Bonds.
(b) 2025 Bonds. The 2025 Bonds shall be executed by the City and delivered to the
Trustee, whereupon the Trustee shall authenticate the 2025 Bonds and, upon payment of the
purchase price of the 2025 Bonds, shall deliver the 2025 Bonds upon the order of the City, but
only upon delivery to the Trustee of:
(i) a certified copy of the Assessment Ordinance;
(ii) a certified copy of the 2025 Bond Ordinance;
(iii) a copy of the executed Reimbursement Agreement and the Construction, Funding
and Acquisition Agreement, with all executed amendments thereto;
(iv) a copy of this Indenture executed by the Trustee and the City;
(v) an executed City Order directing the authentication and delivery of the 2025
Bonds, describing the 2025 Bonds to be authenticated and delivered, designating the purchasers
to whom the 2025 Bonds are to be delivered, stating the purchase price of the 2025 Bonds and
stating that all items required by this Section are therewith delivered to the Trustee;
(vi) an executed Signature and No-Litigation Certificate;
(vii) an executed opinion of Bond Counsel; and
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(viii) the approving opinion of the Attorney General of the State and the State
Comptroller’s registration certificate.
Section 3.4. Medium, Method and Place of Payment.
(a) Principal of and interest on the Bonds Similarly Secured shall be paid in lawful
money of the United States of America, as provided in this Section.
(b) Interest on the Bonds Similarly Secured shall be payable to the Owners thereof as
shown in the Register at the close of business on the relevant Record Date or Special Record
Date, as applicable.
(c) Interest on the Bonds Similarly Secured shall be paid by check, dated as of the
Interest Payment Date, and sent, first class United States mail, postage prepaid, by the Paying
Agent/Registrar to each Owner at the address of each as such appears in the Register or by such
other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner;
provided, however, the Owner shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond Similarly Secured shall be paid to the Owner of such
Bond Similarly Secured on the due date thereof, whether at the maturity date or the date of prior
redemption thereof, upon presentation and surrender of such Bond Similarly Secured at the
Designated Payment/Transfer Office of the Paying Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds Similarly
Secured shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the
city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
required or authorized by law or executive order to close, the date for such payment shall be the
next succeeding day that is not a Saturday, Sunday, legal holiday, or day on which banking
institutions are required or authorized to close, and payment on such date shall for all purposes
be deemed to have been made on the due date thereof as specified in Section 3.2 of this
Indenture.
(f) Unclaimed payments of amounts due hereunder shall be segregated in a special
account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the
Owner of the Bonds Similarly Secured to which such unclaimed payments pertain. Subject to
any escheat, abandoned property, or similar law of the State, any such payments remaining
unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or
redemption date shall be applied to the next payment or payments on the Bonds Similarly
Secured thereafter coming due and, to the extent any such money remains after the retirement of
all Outstanding Bonds Similarly Secured, shall be paid to the City to be used for any lawful
purpose. Thereafter, none of the City, the Paying Agent/Registrar, or any other Person shall be
liable or responsible to any holders of such Bonds Similarly Secured for any further payment of
such unclaimed moneys or on account of any such Bonds Similarly Secured, subject to any
applicable escheat law or similar law of the State.
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Section 3.5. Execution and Registration of Bonds Similarly Secured.
(a) The Bonds Similarly Secured shall be executed on behalf of the City by the
Mayor and City Secretary, by their manual or facsimile signatures, and the official seal of the
City shall be impressed or placed in facsimile thereon such facsimile signatures on the Bonds
Similarly Secured shall have the same effect as if each of the Bonds Similarly Secured had been
signed manually and in person by each of said officers, and such facsimile seal on the Bonds
Similarly Secured shall have the same effect as if the official seal of the City had been manually
impressed upon each of the Bonds Similarly Secured.
(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds Similarly Secured ceases to be such officer before the authentication of
such Bonds Similarly Secured or before the delivery thereof, such manual or facsimile signature
nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such
office.
(c) Except as provided below, no Bond Similarly Secured shall be valid or obligatory
for any purpose or be entitled to any security or benefit of this Indenture unless and until there
appears thereon the Certificate of Trustee substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Trustee. It
shall not be required that the same officer or authorized signatory of the Trustee sign the
Certificate of Trustee on all of the Bonds Similarly Secured. In lieu of the executed Certificate
of Trustee described above, each Initial Bond delivered on the respective Delivery Date shall
have attached thereto the Comptroller’s Registration Certificate substantially in the form
provided herein, manually executed by the Comptroller, or by his duly authorized agent, which
certificate shall be evidence that the respective Initial Bond has been duly approved by the
Attorney General, is a valid and binding obligation of the City, and has been registered by the
Comptroller.
(d) On each respective Delivery Date of each respective series of Bonds Similarly
Secured, one Initial Bond representing the entire principal amount of all Bonds Similarly
Secured of such series, payable in stated installments to the Purchaser, or its designee, executed
with the manual or facsimile signatures of the Mayor and the City Secretary, approved by the
Attorney General, and registered and manually signed by the Comptroller, will be delivered to
such Purchaser or its designee. Upon payment for the Initial Bond of each series, the Trustee
shall cancel such Initial Bond and deliver to DTC on behalf of the Purchaser one registered
definitive Bond Similarly Secured for each year of maturity of said series of Bonds Similarly
Secured, in the aggregate principal amount of all Bonds Similarly Secured of such series and
maturity, registered in the name of Cede & Co., as nominee of DTC.
Section 3.6 Refunding Bonds.
(a) Except in accordance with the provisions of this Indenture, including Section
13.2, the City shall not issue additional bonds, notes or other obligations payable from any
portion of the Trust Estate, other than Refunding Bonds. The City reserves the right to issue
Refunding Bonds, the proceeds of which would be utilized to refund all or any portion of the
Outstanding Bonds Similarly Secured or Outstanding Refunding Bonds and to pay all costs
incident to the Refunding Bonds, as authorized by the laws of the State of Texas. Except as
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limited by the terms of this Indenture, including Section 13.2, the City reserves the right to incur
debt payable from sources other than the Trust Estate, including revenue derived from contracts
with other entities, including private corporations, municipalities and political subdivisions
issued particularly for the purchase, construction, improvement, extension, replacement,
enlargement or repair of the facilities needed in performing any such contract.
(b) The principal of all Refunding Bonds must be scheduled to be paid, be subject to
mandatory sinking fund redemption or mature on September 15 of the years in which such
principal is scheduled to be paid. All Refunding Bonds must bear interest at a fixed rate and any
interest payment dates for Refunding Bonds must be March 15 and September 15. The date, rate
or rates of interest on, interest payment dates, maturity dates, redemption and all other terms and
provisions of Refunding Bonds shall be set forth in a Supplemental Indenture.
(c) Upon their authorization by the City, the Refunding Bonds of a series issued
under this Section 3.6 and in accordance with Article IV hereof shall be issued and shall be
delivered to the purchasers or owners thereof, but before, or concurrently with, the delivery of
said Refunding Bonds to such purchasers or owners there shall have been filed with the Trustee
the items required by Section 3.3 above.
Section 3.7. Ownership.
(a) The City, the Trustee, the Paying Agent/Registrar and any other Person may treat
the Person in whose name any Bond Similarly Secured is registered as the absolute owner of
such Bond Similarly Secured for the purpose of making and receiving payment as provided
herein (except interest shall be paid to the Person in whose name such Bond Similarly Secured is
registered on the Record Date or Special Record Date, as applicable) and for all other purposes,
whether or not such Bond Similarly Secured is overdue, and none of the City, the Trustee or the
Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of any Bond Similarly Secured shall be valid
and effectual and shall discharge the liability of the City, the Trustee and the Paying
Agent/Registrar upon such Bond Similarly Secured to the extent of the sums paid.
Section 3.8. Registration, Transfer and Exchange.
(a) So long as any Bond Similarly Secured remains Outstanding, the City shall cause
the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a Register in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds Similarly Secured in accordance with this
Indenture. The Paying Agent/Registrar represents and warrants that it will maintain a copy of
the Register, and shall cause the Register to be current with all registration and transfer
information as from time to time may be applicable.
(b) A Bond Similarly Secured shall be transferable only upon the presentation and
surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar.
No transfer of any Bond Similarly Secured shall be effective until entered in the Register.
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(c) The Bonds Similarly Secured shall be exchangeable upon the presentation and
surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a
Bond Similarly Secured or Bonds Similarly Secured of the same series, same maturity and the
same interest rate and in any Authorized Denomination and in an aggregate principal amount
equal to the unpaid principal amount of the Bond Similarly Secured presented for exchange. The
Trustee is hereby authorized to authenticate and deliver Bonds Similarly Secured exchanged for
other Bonds Similarly Secured in accordance with this Section.
(d) The Trustee is hereby authorized to authenticate and deliver any Bonds Similarly
Secured transferred or exchanged in accordance with this Section. A new Bond Similarly
Secured or Bonds Similarly Secured will be delivered by the Paying Agent/Registrar, in lieu of
the Bond being transferred or exchanged, at the Designated Payment/Transfer Office, or sent by
United States mail, first class, postage prepaid, to the Owner or his designee. Each transferred
Bond Similarly Secured delivered by the Paying Agent/Registrar in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits
and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds
Similarly Secured in lieu of which such transferred Bond is delivered.
(e) Each exchange Bond Similarly Secured delivered in accordance with this Section
shall constitute an original contractual obligation of the City and shall be entitled to the benefits
and security of this Indenture to the same extent as the Bond Similarly Secured or Bonds
Similarly Secured in lieu of which such exchange Bond Similarly Secured is delivered.
(f) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds Similarly
Secured. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient
to cover any tax or other governmental charge that is authorized to be imposed in connection
with the registration, transfer, or exchange of a Bond Similarly Secured.
(g) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond Similarly Secured or portion thereof called for redemption prior
to maturity within forty-five (45) days prior to the date fixed for redemption; provided, however,
such limitation shall not be applicable to an exchange by the Owner of the uncalled principal
balance of a Bond Similarly Secured.
Section 3.9. Cancellation.
All Bonds Similarly Secured paid or redeemed before scheduled maturity in accordance
with this Indenture, and all Bonds Similarly Secured in lieu of which exchange Bonds Similarly
Secured or replacement Bonds Similarly Secured are authenticated and delivered in accordance
with this Indenture, shall be cancelled, and proper records shall be made regarding such
payment, redemption, exchange, or replacement. Whenever in this Indenture provision is made
for the cancellation by the Trustee of any Bonds Similarly Secured, the Trustee shall dispose of
cancelled Bonds Similarly Secured in accordance with its record retention policies.
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Section 3.10. Temporary Bonds Similarly Secured.
(a) Following the delivery and registration of the respective Initial Bond and pending
the preparation of definitive Bonds Similarly Secured or a particular series of Bonds Similarly
Secured, the proper officers of the City may execute and, upon the City’s request, the Trustee
shall authenticate and deliver, one or more temporary Bonds Similarly Secured that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Bonds Similarly Secured in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds Similarly Secured
may determine, as evidenced by their signing of such temporary Bonds Similarly Secured.
(b) Until exchanged for Bonds Similarly Secured in definitive form, such Bonds
Similarly Secured in temporary form shall be entitled to the benefit and security of this
Indenture.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Trustee the Bonds Similarly Secured in definitive form; thereupon, upon the presentation and
surrender of the Bond Similarly Secured or Bonds Similarly Secured in temporary form to the
Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds Similarly Secured in
temporary form and the Trustee shall authenticate and deliver in exchange therefor a Bond of
Bonds Similarly Secured of the same maturity and series, in definitive form, in the Authorized
Denomination, and in the same aggregate principal amount, as the Bond or Bonds Similarly
Secured in temporary form surrendered. Such exchange shall be made without the making of any
charge therefor to any Owner.
Section 3.11. Replacement Bonds Similarly Secured.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond Similarly Secured, the Trustee shall authenticate and deliver in exchange therefor a
replacement bond of the same series and of like tenor and principal amount, bearing a number
not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the
Owner of such Bond Similarly Secured to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection therewith and any other
expenses connected therewith.
(b) In the event that any Bond Similarly Secured is lost, apparently destroyed or
wrongfully taken, the City shall issue and the Trustee, pursuant to the applicable laws of the
State and in the absence of notice or knowledge that such Bond Similarly Secured has been
acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond Similarly
Secured of like series, tenor and principal amount bearing a number not contemporaneously
outstanding, provided that the Owner first complies with the following requirements:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond
Similarly Secured;
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(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the Trustee to save them and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Trustee and the Paying Agent/Registrar
and any tax or other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Trustee.
(c) After the delivery of such replacement Bond Similarly Secured, if a bona fide
purchaser of the original Bond Similarly Secured in lieu of which such replacement Bond
Similarly Secured was issued presents for payment such original Bond Similarly Secured, the
City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond
Similarly Secured from the Person to whom it was delivered or any Person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost, or expense incurred by the City, the
Paying Agent/Registrar or the Trustee in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond Similarly Secured has become or is about to become due and payable, the Paying
Agent/Registrar, in its discretion, instead of issuing a replacement Bond Similarly Secured, may
pay such Bond Similarly Secured if it has become due and payable or may pay such Bond
Similarly Secured when it becomes due and payable.
(e) Each replacement Bond Similarly Secured delivered in accordance with this
Section shall constitute an original additional contractual obligation of the City and shall be
entitled to the benefits and security of this Indenture to the same extent as the Bond or Bonds
Similarly Secured in lieu of which such replacement Bond Similarly Secured is delivered.
Section 3.12. Book-Entry-Only System.
(a) The Bonds Similarly Secured shall initially be issued in book-entry-only form and
shall be deposited with DTC, which is hereby appointed to act as the securities depository
therefor, in accordance with the blanket issuer letter of representations from the City to DTC.
On each respective Delivery Date, the definitive Bonds Similarly Secured shall be issued in the
form of a single typewritten certificate for each maturity thereof registered in the name of Cede
& Co., as nominee for DTC.
(b) With respect to Bonds Similarly Secured registered in the name of Cede & Co., as
nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant or to any Person on behalf of whom such a DTC Participant
holds an interest in the Bonds Similarly Secured. Without limiting the immediately preceding
sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with
respect to any ownership interest in the Bonds Similarly Secured, (ii) the delivery to any DTC
Participant or any other Person, other than an Owner, as shown on the Register, of any notice
with respect to the Bonds Similarly Secured, including any notice of redemption, or (iii) the
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payment to any DTC Participant or any other Person, other than an Owner, as shown in the
Register of any amount with respect to principal of, premium, if any, or interest on the Bonds
Similarly Secured. Notwithstanding any other provision of this Indenture to the contrary, the
City and the Paying Agent/Registrar shall be entitled to treat and consider the Person in whose
name each Bond Similarly Secured is registered in the Register as the absolute owner of such
Bond Similarly Secured for the purpose of payment of principal of, premium, if any, and interest
on Bonds Similarly Secured, for the purpose of giving notices of redemption and other matters
with respect to such Bond Similarly Secured, for the purpose of registering transfer with respect
to such Bond Similarly Secured, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds Similarly
Secured only to or upon the order of the respective Owners as shown in the Register, as provided
in this Indenture, and all such payments shall be valid and effective to fully satisfy and discharge
the City’s obligations with respect to payment of principal of, premium, if any, and interest on
the Bonds Similarly Secured to the extent of the sum or sums so paid. No Person other than an
Owner, as shown in the Register, shall receive a bond certificate evidencing the obligation of the
City to make payments of amounts due pursuant to this Indenture. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede & Co., and subject to the provisions in this Indenture with respect
to interest checks or drafts being mailed to the registered owner at the close of business on the
Record Date or Special Record Date, as applicable, the word “Cede & Co.” in this Indenture
shall refer to such new nominee of DTC.
Section 3.13. Successor Securities Depository: Transfer Outside Book-Entry-Only
System.
In the event that the City determines that DTC is incapable of discharging its
responsibilities described herein and in the blanket issuer letter of representations from the City
to DTC, the City shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds Similarly Secured to such successor securities depository; or (ii) notify DTC and
DTC Participants of the availability through DTC of certificated Bonds Similarly Secured and
cause the Paying Agent/Registrar to transfer one or more separate registered Bonds Similarly
Secured to DTC Participants having Bonds Similarly Secured credited to their DTC accounts. In
such event, the Bonds Similarly Secured shall no longer be restricted to being registered in the
Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of
the successor securities depository, or its nominee, or in whatever name or names Owners
transferring or exchanging Bonds Similarly Secured shall designate, in accordance with the
provisions of this Indenture.
Section 3.14. Payments to Cede & Co.
Notwithstanding any other provision of this Indenture to the contrary, so long as any
Bonds Similarly Secured are registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Bonds Similarly
Secured, and all notices with respect to such Bonds Similarly Secured shall be made and given,
respectively, in the manner provided in the blanket letter of representations from the City to
DTC.
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ARTICLE IV
REDEMPTION OF BOND SIMILARLY SECUREDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bond Similarly Secured shall be subject to redemption before their scheduled
maturity only as provided in this Article IV.
Section 4.2. Mandatory Sinking Fund Redemption.
(a) 2021 Bonds. (i) The 2021 Bonds maturing on September 15 in each of the years
2026, 2031, 2041 and 2051 (collectively, the “2021 Term Bonds”), are subject to mandatory
sinking fund redemption prior to their respective maturities and will be redeemed by the City in
part at the Redemption Price from moneys available for such purpose in the Principal and
Interest Account of the Bond Fund pursuant to Article VI, on the dates and in the respective
Sinking Fund Installments as set forth in the following schedule:
2021 Term Bonds maturing September 15, 2026
Redemption Date Sinkin Fund Installment Amount
2023 $179,000
2024 185,000
2025 191,000
2026* 197,000
2021 Term Bonds maturing September 15, 2031
Redemption Date Sinkin Fund Installment Amount
2027 $204,000
2028 212,000
2029 220,000
2030 228,000
2031* 237,000
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2021 Term Bonds maturing September 15, 2041
Redemption Date Sinkin Fund Installment Amount
2032 $247,000
2033 257,000
2034 268,000
2035 279,000
2036 290,000
2037 302,000
2038 315,000
2039 328,000
2040 342,000
2041* 356,000
2021 Term Bonds maturing September 15, 2051
Redemption Date Sinkin Fund Installment Amount
2042 $372,000
2043 388,000
2044 405,000
2045 424,000
2046 443,000
2047 463,000
2048 483,000
2049 505,000
2050 528,000
2051* 552,000
* Stated Maturity.
(ii) At least thirty (30) days prior to each mandatory sinking fund redemption date,
and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or
by any other customary method that results in a random selection, a principal amount of 2021
Bonds of such maturity equal to the Sinking Fund Installment amount of such 2021 Bonds to be
redeemed, shall call such 2021 Bonds for redemption on such scheduled mandatory sinking fund
redemption date, and shall give notice of such mandatory sinking fund redemption, as provided
in Section 4.6.
(iii) The principal amount of 2021 Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (a)(i) of this Section 4.2 shall be reduced,
at the option of the City, by the principal amount of any 2021 Bonds of such maturity which, at
least 30 days prior to the sinking fund redemption date shall have been acquired by the City at a
price not exceeding the principal amount of such 2021 Bonds plus accrued unpaid interest to the
date of purchase thereof, and delivered to the Trustee for cancellation.
(iv) The principal amount of 2021 Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (a)(i) of this Section 4.2 shall be reduced
in integral multiples of $1,000 by any portion of such 2021 Bonds, which, at least 30 days prior
to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the
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optional redemption or extraordinary optional redemption provisions in Sections 4.3 and 4.4,
respectively, hereof.
(b) 2025 Bonds. (i) The 2025 Bonds maturing on September 15 in each of the years
20__ and 20__ (collectively, the “2025 Term Bonds”), are subject to mandatory sinking fund
redemption prior to their respective maturities and will be redeemed by the City in part at the
Redemption Price from moneys available for such purpose in the Principal and Interest Account
of the Bond Fund pursuant to Article VI, on the dates and in the respective Sinking Fund
Installments as set forth in the following schedule:
2025 Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
20
20
20
20
20
20
20
20
20
20 *
2025 Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
20
20
20
20
20
20
20
20
20
20 *
* Stated Maturity.
(ii) At least thirty (30) days prior to each mandatory sinking fund redemption date,
and subject to any prior reduction authorized by this Indenture, the Trustee shall select by lot, or
by any other customary method that results in a random selection, a principal amount of 2025
Bonds of such maturity equal to the Sinking Fund Installment amount of such 2025 Bonds to be
redeemed, shall call such 2025 Bonds for redemption on such scheduled mandatory sinking fund
redemption date, and shall give notice of such mandatory sinking fund redemption, as provided
in Section 4.6.
(iii) The principal amount of 2025 Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (b)(i) of this Section 4.2 shall be reduced,
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at the option of the City, by the principal amount of any 2025 Bonds of such maturity which, at
least 30 days prior to the sinking fund redemption date shall have been acquired by the City at a
price not exceeding the principal amount of such 2025 Bonds plus accrued unpaid interest to the
date of purchase thereof, and delivered to the Trustee for cancellation.
(iv) The principal amount of 2025 Bonds required to be redeemed on any mandatory
sinking fund redemption date pursuant to subparagraph (b)(i) of this Section 4.2 shall be reduced
in integral multiples of $1,000 by any portion of such 2025 Bonds, which, at least 30 days prior
to the mandatory sinking fund redemption date, shall have been redeemed pursuant to the
optional redemption or extraordinary optional redemption provisions in Sections 4.3 and 4.4,
respectively, hereof.
Section 4.3. Optional Redemption.
(a) 2021 Bonds. The City reserves the right and option to redeem 2021 Bonds before
their scheduled maturity date, in whole or in part, on any date on or after September 15, 2031,
such redemption date or dates to be fixed by the City, at the Redemption Price.
(b) 2025 Bonds. The City reserves the right and option to redeem 2025 Bonds before
their scheduled maturity date, in whole or in part, on any date on or after September 15, 20__,
such redemption date or dates to be fixed by the City, at the Redemption Price.
Section 4.4. Extraordinary Optional Redemption.
(a) 2021 Bonds. The City reserves the right and option to redeem 2021 Bonds before
their respective scheduled maturity dates, in whole or in part, on the fifteenth day of any month,
at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of
Prepayments (including related transfers to the Redemption Fund as provided in Section 6.7(c))
or any other transfers to the Redemption Fund under the terms of this Indenture.
(b) 2025 Bonds. The City reserves the right and option to redeem 2021 Bonds before
their respective scheduled maturity dates, in whole or in part, on the fifteenth day of any month,
at the Redemption Price, from amounts on deposit in the Redemption Fund as a result of
Prepayments (including related transfers to the Redemption Fund as provided in Section 6.7(c))
or any other transfers to the Redemption Fund under the terms of this Indenture.
Section 4.5. Partial Redemption.
(a) If less than all of any series of Bonds Similarly Secured are to be redeemed
pursuant to either Sections 4.3 or 4.4, the Bonds Similarly Secured shall be redeemed in
increments of $1,000 by any method selected by the Trustee that results in a random selection,
provided that no redemption shall cause the principal amount of any Bond Similarly Secured to
be less than the minimum Authorized Denomination for such Bond Similarly Secured.
Notwithstanding the foregoing, if any Bonds Similarly Secured are to be partially redeemed and
such redemption results in the redemption of a portion of a single Bond Similarly Secured of the
applicable series in an amount less than the Authorized Denomination in effect at that time, a
Bond Similarly Secured of such series in the principal amount equal to the unredeemed portion,
but not less than $1,000, may be issued, and notwithstanding any other provision of this
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Indenture, such Bond Similarly Secured of such series may be assigned a CUSIP number. Each
Bond Similarly Secured of the applicable series shall be treated as representing the number of
Bonds Similarly Secured of such series that is obtained by dividing the principal amount of such
Bond Similarly Secured of the same series by the minimum Authorized Denomination for such
Bond Similarly Secured of such series.
(b) A portion of an Outstanding Bond Similarly Secured of any one maturity may be
redeemed, but only in a principal amount equal to $1,000 or any integral thereof. If a portion of
an Outstanding Bond Similarly Secured of a maturity and series is selected for redemption
pursuant to subsection 4.5(a) hereof, the Trustee shall select the Outstanding Bonds Similarly
Secured of such maturity and series to be redeemed by lot or in any manner deemed fair by the
Trustee. The Trustee shall treat each $1,000 portion of such Bond Similarly Secured as though it
were a single Bond Similarly Secured for purposes of selection for redemption. No redemption
shall result in a Bond Similarly Secured in a denomination of less than an Authorized
Denomination; provided, however, if the amount of Outstanding Bonds Similarly Secured of
such series is less than an Authorized Denomination after giving effect to such partial
redemption, a Bond Similarly Secured of such series in the principal amount equal to the
unredeemed portion, but not less than $1,000, may be issued.
Section 4.6. Notice of Redemption to Owners.
(a) Upon written direction from the City to the Trustee of the exercise of any
redemption provision provided hereunder, the Trustee shall give notice of any redemption of
Bonds Similarly Secured by sending notice by first class United States mail, postage prepaid, not
less than 30 days before the date fixed for redemption, to the Owner of each Bond Similarly
Secured or portion thereof to be redeemed, at the address shown in the Register.
(b) The notice shall state the redemption date, the Redemption Price, the place at
which the Bonds Similarly Secured being redeemed are to be surrendered for payment, and, if
less than all the Outstanding Bonds Similarly Secured of any series are to be redeemed, and
subject to Section 4.5, an identification of the Bonds Similarly Secured or portions thereof to be
redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if
any, to such redemption have been satisfied, such Bond Similarly Secured shall become due and
payable.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
(d) With respect to any optional redemption of the Bonds Similarly Secured, unless
the Trustee has received funds sufficient to pay the Redemption Price of the Bonds Similarly
Secured to be redeemed before giving of a notice of redemption, the notice may state the City
may condition redemption on the receipt of such funds by the Trustee on or before the date fixed
for the redemption, or on the satisfaction of any other prerequisites set forth in the notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the
redemption and sufficient funds are not received, the notice shall be of no force and effect, the
City shall not redeem the Bonds Similarly Secured and the Trustee shall give notice, in the
manner in which the notice of redemption was given, that such Bonds Similarly Secured have
not been redeemed.
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(e) The City has the right to rescind any optional redemption or extraordinary
optional redemption described in Section 4.3 or 4.4 by written notice to the Trustee on or prior to
the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for
any reason funds are not available on the date fixed for redemption for the payment in full of the
Bonds Similarly Secured then called for redemption, and such cancellation shall not constitute an
Event of Default under this Indenture. Upon written direction from the City, the Trustee shall
mail notice of rescission of redemption in the same manner notice of redemption was originally
provided.
Section 4.7. Payment Upon Redemption.
(a) The Trustee shall make provision for the payment of the Bonds Similarly Secured
to be redeemed on such date by setting aside and holding in trust an amount from the
Redemption Fund or otherwise received by the Trustee from the City and shall use such funds
solely for the purpose of paying the Redemption Price on the Bonds Similarly Secured being
redeemed.
(b) Upon presentation and surrender of any Bond Similarly Secured called for
redemption at the designated corporate trust office of the Trustee on or after the date fixed for
redemption, the Trustee shall pay the Redemption Price on such Bond Similarly Secured to the
date of redemption from the moneys set aside for such purpose.
Section 4.8. Effect of Redemption.
Notice of redemption having been given as provided in Section 4.6 of this Indenture, the
Bonds Similarly Secured or portions thereof called for redemption shall become due and payable
on the date fixed for redemption provided that funds for the payment of the Redemption Price of
such Bonds Similarly Secured to the date fixed for redemption are on deposit with the Trustee;
thereafter, such Bonds Similarly Secured or portions thereof shall cease to bear interest from and
after the date fixed for redemption, whether or not such Bonds Similarly Secured are presented
and surrendered for payment on such date.
ARTICLE V
FORM OF THE BONDS SIMILARLY SECURED
Section 5.1. Form Generally.
(a) The Bonds Similarly Secured, including the Registration Certificate of the
Comptroller, the Certificate of the Trustee, and the Assignment to appear on each of the Bonds
Similarly Secured, (i) shall be substantially in the form set forth in this Article with such
appropriate insertions, omissions, substitutions, and other variations as are permitted or required
by this Indenture, and (ii) may have such letters, numbers, or other marks of identification
(including identifying numbers and letters of the Committee on Uniform Securities Identification
Procedures of the American Bankers Association) and such legends and endorsements (including
any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined
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by the City or by the officers executing such Bonds Similarly Secured, as evidenced by their
execution thereof.
(b) Any portion of the text of any Bonds Similarly Secured may be set forth on the
reverse side thereof, with an appropriate reference thereto on the face of the Bonds Similarly
Secured.
(c) The definitive Bonds Similarly Secured shall be typewritten, printed,
lithographed, or engraved, and may be produced by any combination of these methods or
produced in any other similar manner, all as determined by the officers executing such Bonds
Similarly Secured, as evidenced by their execution thereof.
(d) Each respective Initial Bond submitted to the Attorney General may be
typewritten and photocopied or otherwise reproduced.
Section 5.2. Form of the Bonds Similarly Secured.
(a) Form of 2021 Bonds.
REGISTERED
NO. ______
United States of America
State of Texas
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2021
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT
NO. 2 IMPROVEMENT AREA #1 PROJECT)
REGISTERED
$__________
INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER
______% September 15, 20__ __________, 2025 __________
The City of Anna, Texas (the “City”), for value received, hereby promises to pay, solely
from the Trust Estate, to
or registered assigns, on the Maturity Date, as specified above, the sum of
______________________________ DOLLARS
NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
OTHER POLITICAL CORPORATION, SUBDIVISION OR
AGENCY THEREOF, IS PLEDGED TO THE PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON THIS BOND.
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unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the later of the Delivery Date, as specified
above, or the most recent Interest Payment Date to which interest has been paid or provided for
until such principal amount shall have been paid or provided for, at the per annum rate of interest
specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest
to be paid semiannually on March 15 and September 15 of each year, commencing March 15,
2022.
Capitalized terms appearing herein that are defined terms in the Indenture (defined
below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture
for such definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in Houston, Texas (the “Designated Payment/Transfer Office”), of
Regions Bank, as trustee and paying agent/registrar (the “Trustee”), or, with respect to a
successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such
successor. Interest on this Bond is payable by check dated as of the Interest Payment Date,
mailed by the Trustee to the registered owner at the address shown on the registration books kept
by the Trustee or by such other customary banking arrangements acceptable to the Trustee,
requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the
purpose of the payment of interest on this Bond, the registered owner shall be the Person in
whose name this Bond is registered at the close of business on the “Record Date,” which shall be
the last Business Day of the month next preceding such Interest Payment Date; provided,
however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and
for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”)
will be established by the Trustee, if and when funds for the payment of such interest have been
received from the City. Notice of the Special Record Date and of the scheduled payment date of
the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five Business Days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the
close of business on the last Business Day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding Business Day, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
This Bond is one of a duly authorized issue of assessment revenue bonds of the City
having the designation specified in its title (herein referred to as the “Bonds”), dated as of the
Delivery Date and issued in the aggregate principal amount of $9,400,000, with the limitations
described herein, pursuant to an Indenture of Trust, dated as of September 1, 2025 (the
“Indenture”), by and between the City and the Trustee, to which Indenture reference is hereby
made for a description of the amounts thereby pledged and assigned, the nature and extent of the
lien and security, the respective rights thereunder to the holders of the Bonds, the Trustee, and
the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered and
34
by this reference to the terms of which each holder of this Bond hereby consents. All Bonds
issued under the Indenture are equally and ratably secured by the amounts thereby pledged and
assigned. The Bonds are being issued for the purpose of (i) paying a portion of the Improvement
Area #1 Project Costs, (ii) paying a portion of the interest on the Bonds during and after the
period of acquisition and construction of the Improvement Area #1 Projects, (iii) funding a
reserve fund for payment of principal and interest on the Bonds, (iv) paying a portion of the costs
incidental to the organization of the District, and (v) paying the costs of issuance of the Bonds.
The Bonds are special, limited obligations of the City payable solely from the Trust
Estate. Reference is hereby made to the Indenture, copies of which are on file with and available
upon request from the Trustee, for the provisions, among others, with respect to the nature and
extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this
Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions
and provisions of the Indenture.
IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding
Bonds payable from and secured by a lien on and pledge of the sources described above on a
parity with this Bond.
Notwithstanding any provision hereof, the Indenture may be released and the obligation
of the City to make money available to pay this Bond may be defeased by the deposit of money
and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in
the Indenture.
The Bonds are issuable as fully registered bonds only in denominations of $100,000 and
any multiple of $1,000 in excess thereof (“Authorized Denominations”). Except to the extent
permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to
any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be
void and of no effect.
The Bonds maturing on September 15 in the years 2026, 2031, 2041 and 2051
(collectively, “Term Bonds”), are subject to mandatory sinking fund redemption prior to their
respective maturities and will be redeemed by the City in part at the Redemption Price from
moneys available for such purpose in the Principal and Interest Account of the Bond Fund
pursuant to Article VI of the Indenture, on the dates and in the respective sinking fund
installments as set forth in the following schedule:
35
Term Bonds maturing September 15, 2026
Redemption Date Sinkin Fund Installment Amount
2023 $179,000
2024 185,000
2025 191,000
2026* 197,000
Term Bonds maturing September 15, 2031
Redemption Date Sinkin Fund Installment Amount
2027 $204,000
2028 212,000
2029 220,000
2030 228,000
2031* 237,000
Term Bonds maturing September 15, 2041
Redemption Date Sinkin Fund Installment Amount
2032 $247,000
2033 257,000
2034 268,000
2035 279,000
2036 290,000
2037 302,000
2038 315,000
2039 328,000
2040 342,000
2041* 356,000
Term Bonds maturing September 15, 2051
Redemption Date Sinkin Fund Installment Amount
2042 $372,000
2043 388,000
2044 405,000
2045 424,000
2046 443,000
2047 463,000
2048 483,000
2049 505,000
2050 528,000
2051* 552,000
* Stated Maturity.
At least thirty (30) days prior to each sinking fund redemption date, and subject to any
prior reduction authorized by the Indenture, the Trustee shall select for redemption by lot, or by
any other customary method that results in a random selection, a principal amount of Bonds of
36
such maturity equal to the sinking fund installments of such Bonds to be redeemed, shall call
such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and
shall give notice of such redemption, as provided in Section 4.6 of the Indenture.
The principal amount of Bonds required to be redeemed on any sinking fund redemption
date shall be reduced, at the option of the City, by the principal amount of any Bonds of such
maturity which, at least 30 days prior to the sinking fund redemption date shall have been
acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued
and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.
The Sinking Fund Installments of Term Bonds required to be redeemed on any
mandatory sinking fund redemption shall be reduced in integral multiples of $1,000 by any
portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption
date, shall have been redeemed pursuant to the optional redemption or extraordinary optional
redemption provisions in the Indenture and not previously credited to a mandatory sinking fund
redemption.
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, in whole or in part, on any date on or after September 15, 2031, such redemption date or
dates to be fixed by the City, at the Redemption Price.
The Bonds are subject to extraordinary optional redemption prior to maturity in whole or
in part, on the fifteenth day of any month, at the Redemption Price from amounts on deposit in
the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund
under the terms of the Indenture.
A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a
principal amount equal to $1,000 or any integral thereof. If a portion of an Outstanding Bond of
a maturity is selected for redemption pursuant to the Indenture, the Trustee shall select the
Outstanding Bonds of such maturity to be redeemed by lot or in any manner deemed fair by the
Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single
Bond for purposes of selection for redemption. No redemption shall result in a Bond in a
denomination of less than an Authorized Denomination; provided, however, if the amount of
Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial
redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than
$1,000, may be issued.
Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds
by sending notice by first class United States mail, postage prepaid, not less than 30 days before
the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at
the address shown on the Register. The notice shall state the redemption date, the Redemption
Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the
Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if
any, to such redemption have been satisfied, such Bond shall become due and payable. Any
notice so given shall be conclusively presumed to have been duly given, whether or not the
Owner receives such notice.
37
With respect to any optional redemption of the Bonds, unless the Trustee has received
funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a
notice of redemption, the notice may state the City may condition redemption on the receipt of
such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of
any other prerequisites set forth in the notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption and sufficient funds are not
received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the
Trustee shall give notice, in the manner in which the notice of redemption was given, that the
Bonds have not been redeemed.
The City has the right to rescind any optional redemption or extraordinary optional
redemption described in the Indenture by written notice to the Trustee on or prior to the date
fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason
funds are not available on the date fixed for redemption for the payment in full of the Bonds then
called for redemption, and such cancellation shall not constitute an Event of Default under the
Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of
redemption in the same manner notice of redemption was originally provided.
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the City and the rights of the holders
of the Bonds under the Indenture at any time Outstanding affected by such modification. The
Indenture also contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds,
to waive compliance by the City with certain past defaults under the Bond Ordinance or the
Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any
predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder
and upon all future holders thereof and of any Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made
upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for
transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of
transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications
and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond.
Upon satisfaction of such requirements, one or more new fully registered Bonds of the same
Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the
same aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond
called for redemption where such redemption is scheduled to occur within 45 calendar days of
the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Trustee, and any other Person may treat the Person in whose name this
Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the Person in whose name this Bond is registered on the Record
38
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond
be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER
OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY
POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE
BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and that the
total indebtedness of the City, including the Bonds, does not exceed any Constitutional or
statutory limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be
executed under the official seal of the City.
____________________________
City Secretary Mayor
[CITY SEAL]
(a) Form of 2025 Bonds.
REGISTERED
NO. ______
United States of America
State of Texas
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BOND, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT
NO. 2 IMPROVEMENT AREA #1 PROJECT)
REGISTERED
$__________
INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NUMBER
______% September 15, 20__ September 23, 2025 035713 ___
The City of Anna, Texas (the “City”), for value received, hereby promises to pay, solely
from the Trust Estate, to
NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE OF TEXAS, THE CITY, OR ANY
OTHER POLITICAL CORPORATION, SUBDIVISION OR
AGENCY THEREOF, IS PLEDGED TO THE PAYMENT
OF THE PRINCIPAL OF OR INTEREST ON THIS BOND.
39
or registered assigns, on the Maturity Date, as specified above, the sum of
______________________________ DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the later of the Delivery Date, as specified
above, or the most recent Interest Payment Date to which interest has been paid or provided for
until such principal amount shall have been paid or provided for, at the per annum rate of interest
specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest
to be paid semiannually on March 15 and September 15 of each year, commencing March 15,
2026.
Capitalized terms appearing herein that are defined terms in the Indenture (defined
below) have the meanings assigned to them in the Indenture. Reference is made to the Indenture
for such definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the corporate trust office in Houston, Texas (the “Designated Payment/Transfer Office”), of
Regions Bank, as trustee and paying agent/registrar (the “Trustee”), or, with respect to a
successor trustee and paying agent/registrar, at the Designated Payment/Transfer Office of such
successor. Interest on this Bond is payable by check dated as of the Interest Payment Date,
mailed by the Trustee to the registered owner at the address shown on the registration books kept
by the Trustee or by such other customary banking arrangements acceptable to the Trustee,
requested by, and at the risk and expense of, the Person to whom interest is to be paid. For the
purpose of the payment of interest on this Bond, the registered owner shall be the Person in
whose name this Bond is registered at the close of business on the “Record Date,” which shall be
the last Business Day of the month next preceding such Interest Payment Date; provided,
however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and
for 30 days thereafter, a new record date for such interest payment (a “Special Record Date”)
will be established by the Trustee, if and when funds for the payment of such interest have been
received from the City. Notice of the Special Record Date and of the scheduled payment date of
the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least
five Business Days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each Owner of a Bond appearing on the books of the Trustee at the
close of business on the last Business Day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding Business Day, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
40
This Bond is one of a duly authorized issue of assessment revenue bonds of the City
having the designation specified in its title (herein referred to as the “Bonds”), dated as of the
Delivery Date and issued in the aggregate principal amount of $__________, with the limitations
described herein, pursuant to an Amended and Restated Indenture of Trust, dated as of
September 1, 2025 (the “Indenture”), by and between the City and the Trustee, to which
Indenture reference is hereby made for a description of the amounts thereby pledged and
assigned, the nature and extent of the lien and security, the respective rights thereunder to the
holders of the Bonds, the Trustee, and the City, and the terms upon which the Bonds are, and are
to be, authenticated and delivered and by this reference to the terms of which each holder of this
Bond hereby consents. All Bonds issued under the Indenture are equally and ratably secured by
the amounts thereby pledged and assigned. The Bonds are being issued for the purpose of (i)
paying a portion of the Improvement Area #1 Project Costs, (ii) funding a reserve fund for
payment of principal and interest on the Bonds, (iii) paying a portion of the costs incidental to
the organization of the District, and (iv) paying the costs of issuance of the Bonds.
The Bonds are special, limited obligations of the City payable solely from the Trust
Estate. Reference is hereby made to the Indenture, copies of which are on file with and available
upon request from the Trustee, for the provisions, among others, with respect to the nature and
extent of the duties and obligations of the City, the Trustee and the Owners. The Owner of this
Bond, by the acceptance hereof, is deemed to have agreed and consented to the terms, conditions
and provisions of the Indenture.
IN THE INDENTURE, THE CITY HAS RESERVED THE RIGHT to issue Refunding
Bonds payable from and secured by a lien on and pledge of the sources described above on a
parity with this Bond.
Notwithstanding any provision hereof, the Indenture may be released and the obligation
of the City to make money available to pay this Bond may be defeased by the deposit of money
and/or certain direct or indirect Defeasance Securities sufficient for such purpose as described in
the Indenture.
The Bonds are issuable as fully registered bonds only in denominations of $100,000 and
any multiple of $1,000 in excess thereof (“Authorized Denominations”). Except to the extent
permitted by the Indenture, the City prohibits the breaking up or allocation of CUSIP numbers to
any Bond or Bonds in denominations of less than $100,000, and any attempt to do so will be
void and of no effect.
The Bonds maturing on September 15 in the years 20__ and 20__ (collectively, “Term
Bonds”), are subject to mandatory sinking fund redemption prior to their respective maturities
and will be redeemed by the City in part at the Redemption Price from moneys available for such
purpose in the Principal and Interest Account of the Bond Fund pursuant to Article VI of the
Indenture, on the dates and in the respective sinking fund installments as set forth in the
following schedule:
41
Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
20
20
20
20
20
20
20
20
20
20 *
Term Bonds maturing September 15, 20__
Redemption Date Sinkin Fund Installment Amount
20
20
20
20
20
20
20
20
20
20 *
* Stated Maturity.
At least thirty (30) days prior to each sinking fund redemption date, and subject to any
prior reduction authorized by the Indenture, the Trustee shall select for redemption by lot, or by
any other customary method that results in a random selection, a principal amount of Bonds of
such maturity equal to the sinking fund installments of such Bonds to be redeemed, shall call
such Bonds for redemption on such scheduled mandatory sinking fund redemption date, and
shall give notice of such redemption, as provided in Section 4.6 of the Indenture.
The principal amount of Bonds required to be redeemed on any sinking fund redemption
date shall be reduced, at the option of the City, by the principal amount of any Bonds of such
maturity which, at least 30 days prior to the sinking fund redemption date shall have been
acquired by the City at a price not exceeding the principal amount of such Bonds plus accrued
and unpaid interest to the date of purchase thereof, and delivered to the Trustee for cancellation.
The Sinking Fund Installments of Term Bonds required to be redeemed on any
mandatory sinking fund redemption shall be reduced in integral multiples of $1,000 by any
portion of such Bonds, which, at least 30 days prior to the mandatory sinking fund redemption
date, shall have been redeemed pursuant to the optional redemption or extraordinary optional
redemption provisions in the Indenture and not previously credited to a mandatory sinking fund
redemption.
42
The City reserves the right and option to redeem Bonds before their scheduled maturity
date, in whole or in part, on any date on or after September 15, 20__, such redemption date or
dates to be fixed by the City, at the Redemption Price.
The Bonds are subject to extraordinary optional redemption prior to maturity in whole or
in part, on the fifteenth day of any month, at the Redemption Price from amounts on deposit in
the Redemption Fund as a result of Prepayments or any other transfers to the Redemption Fund
under the terms of the Indenture.
A portion of an Outstanding Bond of any one maturity may be redeemed, but only in a
principal amount equal to $1,000 or any integral thereof. If a portion of an Outstanding Bond of
a maturity is selected for redemption pursuant to the Indenture, the Trustee shall select the
Outstanding Bonds of such maturity to be redeemed by lot or in any manner deemed fair by the
Trustee. The Trustee shall treat each $1,000 portion of such Bond as though it were a single
Bond for purposes of selection for redemption. No redemption shall result in a Bond in a
denomination of less than an Authorized Denomination; provided, however, if the amount of
Outstanding Bonds is less than an Authorized Denomination after giving effect to such partial
redemption, a Bond in the principal amount equal to the unredeemed portion, but not less than
$1,000, may be issued.
Upon written direction from the City to the Trustee of the exercise of any redemption
provision provided under the Indenture, the Trustee shall give notice of any redemption of Bonds
by sending notice by first class United States mail, postage prepaid, not less than 30 days before
the date fixed for redemption, to the Owner of each Bond (or portion thereof) to be redeemed, at
the address shown on the Register. The notice shall state the redemption date, the Redemption
Price, the place at which the Bonds are to be surrendered for payment, and, if less than all the
Bonds Outstanding are to be redeemed, an identification of the Bonds or portions thereof to be
redeemed, any conditions to such redemption and that on the redemption date, if all conditions, if
any, to such redemption have been satisfied, such Bond shall become due and payable. Any
notice so given shall be conclusively presumed to have been duly given, whether or not the
Owner receives such notice.
With respect to any optional redemption of the Bonds, unless the Trustee has received
funds sufficient to pay the Redemption Price of the Bonds to be redeemed before giving of a
notice of redemption, the notice may state the City may condition redemption on the receipt of
such funds by the Trustee on or before the date fixed for the redemption, or on the satisfaction of
any other prerequisites set forth in the notice of redemption. If a conditional notice of
redemption is given and such prerequisites to the redemption and sufficient funds are not
received, the notice shall be of no force and effect, the City shall not redeem the Bonds and the
Trustee shall give notice, in the manner in which the notice of redemption was given, that the
Bonds have not been redeemed.
The City has the right to rescind any optional redemption or extraordinary optional
redemption described in the Indenture by written notice to the Trustee on or prior to the date
fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason
funds are not available on the date fixed for redemption for the payment in full of the Bonds then
called for redemption, and such cancellation shall not constitute an Event of Default under the
43
Indenture. Upon written direction from the City, the Trustee shall mail notice of rescission of
redemption in the same manner notice of redemption was originally provided.
The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the City and the rights of the holders
of the Bonds under the Indenture at any time Outstanding affected by such modification. The
Indenture also contains provisions permitting the holders of specified percentages in aggregate
principal amount of the Bonds at the time Outstanding, on behalf of the holders of all the Bonds,
to waive compliance by the City with certain past defaults under the Bond Ordinance or the
Indenture and their consequences. Any such consent or waiver by the holder of this Bond or any
predecessor Bond evidencing the same debt shall be conclusive and binding upon such holder
and upon all future holders thereof and of any Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof, whether or not notation of such consent or waiver is made
upon this Bond.
As provided in the Indenture, this Bond is transferable upon surrender of this Bond for
transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of
transfer as is acceptable to the Trustee, and upon delivery to the Trustee of such certifications
and/or opinion of counsel as may be required under the Indenture for the transfer of this Bond.
Upon satisfaction of such requirements, one or more new fully registered Bonds of the same
Stated Maturity, of Authorized Denominations, bearing the same rate of interest, and for the
same aggregate principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Trustee shall be required to issue, transfer or exchange any Bond
called for redemption where such redemption is scheduled to occur within 45 calendar days of
the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Trustee, and any other Person may treat the Person in whose name this
Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the Person in whose name this Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond
be overdue, and neither the City nor the Trustee shall be affected by notice to the contrary.
NEITHER THE FULL FAITH AND CREDIT NOR THE GENERAL TAXING POWER
OF THE CITY, COLLIN COUNTY, TEXAS, OR THE STATE OF TEXAS, OR ANY
POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE
BONDS.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and that the
total indebtedness of the City, including the Bonds, does not exceed any Constitutional or
statutory limitation.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be
executed under the official seal of the City.
44
____________________________
City Secretary Mayor
[CITY SEAL]
(c) Form of Comptroller’s Registration Certificate.
The following Registration Certificate of Comptroller of Public Accounts shall appear on
the Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO. ______________
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to
the effect that the Attorney General of the State of Texas has approved this Bond, and that this
Bond has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this __________________.
_______________________________
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(d) Form of Certificate of Trustee.
CERTIFICATE OF TRUSTEE
It is hereby certified that this is one of the Bonds of the series of Bonds referred to in the
within mentioned Indenture.
REGIONS BANK,
as Trustee
DATED: _________________
By: _____________________________
Authorized Signatory
45
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print
or typewrite name and address, including zip code, of Transferee.)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Social Security or other identifying number: ____________________________) the within
Bond and all rights hereunder, and hereby irrevocably constitutes and appoints
___________________________________________, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated: ___________________________
Signature Guaranteed by:
___________________________________
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Trustee.
(f) The Initial Bond for the 2021 Bonds shall be in the form set forth in paragraphs
(a) and (c) through (e) of this section, except for the following alterations:
(i) immediately under the name of the 2021 Bond the heading “INTEREST RATE”
and “MATURITY DATE” shall both be completed with the expression “As Shown Below,” and
the reference to the “CUSIP NUMBER” shall be deleted;
(ii) in the first paragraph of the 2021 Bond, the words “on the Maturity Date, as
specified above, the sum of ______________________________ DOLLARS” shall be deleted
and the following will be inserted: “on September 15 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule:
Yea Principal Amount Interest Rate”
(Information to be inserted from Section 3.2(a)(iii)); and
46
(iii) the Initial Bond for the 2021 Bonds shall be numbered T-1.
(g) The Initial Bond for the 2025 Bonds shall be in the form set forth in paragraphs
(b) through (e) of this section, except for the following alterations:
(i) immediately under the name of the 2025 Bond the heading “INTEREST RATE”
and “MATURITY DATE” shall both be completed with the expression “As Shown Below,” and
the reference to the “CUSIP NUMBER” shall be deleted;
(ii) in the first paragraph of the 2025 Bond, the words “on the Maturity Date, as
specified above, the sum of ______________________________ DOLLARS” shall be deleted
and the following will be inserted: “on September 15 in each of the years, in the principal
installments and bearing interest at the per annum rates set forth in the following schedule:
Yea Principal Amount Interest Rate”
(Information to be inserted from Section 3.2(b)(iii)); and
(iii) the Initial Bond for the 2025 Bonds shall be numbered T-1.
Section 5.3. CUSIP Registration.
The City may secure identification numbers through CUSIP Global Services, managed by
FactSet Research Systems on behalf of the American Bankers Association, New York, New
York, and may authorize the printing of such numbers on the face of the Bonds Similarly
Secured. It is expressly provided, however, that the presence or absence of CUSIP numbers on
the Bonds Similarly Secured shall be of no significance or effect as regards the legality thereof
and none of the City, the attorneys approving said Bonds Similarly Secured as to legality or the
Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Bonds Similarly
Secured. Except as authorized under Section 4.5 hereof, the City prohibits any Bond Similarly
Secured to be issued in a denomination of less than $100,000 and further prohibits the
assignment of a CUSIP number to any Bond Similarly Secured with a denomination of less than
$100,000, and any attempt to accomplish either of the foregoing shall be void and of no effect.
The Trustee may include in any redemption notice a statement to the effect that the CUSIP
numbers on the Bonds Similarly Secured have been assigned by an independent service and are
included in such notice solely for the convenience of the Bondholders and that neither the City
nor the Trustee shall be liable for any inaccuracies in such numbers.
Section 5.4. Legal Opinion.
The approving legal opinion of Bond Counsel may be printed on or attached to each
Bond Similarly Secured over the certification of the City Secretary of the City, which may be
executed in facsimile.
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ARTICLE VI
FUNDS AND ACCOUNTS
Section 6.1. Establishment of Funds and Accounts.
(a) Confirmation of Funds. The following Funds were created and established
under the terms of the 2021 Indenture and are hereby confirmed pursuant to the terms of this
Indenture:
(i) Pledged Revenue Fund;
(ii) Bond Fund;
(iii) Project Fund;
(iv) Reserve Fund;
(v) Redemption Fund;
(vi) Rebate Fund;
(vii) Administrative Fund; and
(viii) Reimbursement Fund.
(b) Confirmation of Accounts.
(i) The prior creation and establishment of the following Accounts under the
Bond Fund are hereby Confirmed:
(A) Capitalized Interest Account; and
(B) Principal and Interest Account.
(ii) The prior creation and establishment of the following Accounts under the
Reserve Fund are hereby confirmed:
(A) Reserve Account; and
(B) Delinquency and Prepayment Reserve Account.
(iii) The prior creation and establishment of the following Accounts under the
Project Fund are hereby confirmed:
(A) Improvement Area #1 Bond Improvement Account;
(B) Improvement Area #1 Developer Improvement Account; and
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(C) Costs of Issuance Account.
(iv) The prior creation and establishment of the following Accounts under the
Pledged Revenue Fund are hereby confirmed:
(A) Bond Pledged Revenue Account; and
(B) Developer Reimbursement Pledged Revenue Account.
(c) Each Fund and Account previously created by the terms of the 2021 Indenture
and confirmed by this Indenture, and not previously closed pursuant to the provisions hereof, has
been and shall be maintained by the Trustee separate and apart from all other funds and accounts
of the City. The Pledged Funds shall constitute trust funds which shall be held in trust by the
Trustee as part of the Trust Estate solely for the benefit of the Owners of the Bonds Similarly
Secured. The Improvement Area #1 Developer Improvement Account shall constitute a trust
fund which shall be held in trust by the Trustee solely for the benefit of the City. The
Improvement Area #1 Developer Improvement Account and the Developer Reimbursement
Pledged Revenue Account shall not be part of the Trust Estate and shall not be security for the
Bonds Similarly Secured. Amounts in the Improvement Area #1 Developer Improvement
Account and the Developer Reimbursement Pledged Revenue Account shall not be used to pay
the principal of or interest on the Bonds Similarly Secured. Amounts on deposit in the Funds
and Accounts shall be used solely for the purposes set forth herein.
(d) Interest earnings and profit on each respective Fund and Account established
pursuant to the terms of the 2021 Indenture and confirmed by this Indenture shall be applied or
withdrawn for the purposes of such Fund or Account as specified below.
(e) Pursuant to the 2021 Indenture, the Trustee shall transfer any funds remaining in
the Capitalized Interest Account to the Improvement Area #1 Bond Improvement Account of the
Project Fund and, following such transfer, the Capitalized Interest Account shall be closed.
Section 6.2. Initial Deposits to Funds and Accounts.
(a) 2021 Bonds. The proceeds from the sale of the 2021 Bonds have previously been
paid to the Trustee and deposited or transferred by the Trustee as follows:
(i) to the Capitalized Interest Account of the Bond Fund: $ 409,546.76;
(ii) to the Reserve Account of the Reserve Fund: $575,460.00, which is equal
to the initial Reserve Account Requirement;
(iii) to the Costs of Issuance Account of the Project Fund: $569,882.95;
(iv) to the Improvement Area #1 Bond Improvement Account of the Project
Fund: $7,507,640.05; and
(v) to the Administrative Fund: $35,000.00.
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(b) 2025 Bonds. The proceeds from the sale of the 2025 Bonds shall be paid to the
Trustee and deposited or transferred by the Trustee as follows:
(i) to the Reserve Account of the Reserve Fund: $__________;
(ii) to the Costs of Issuance Account of the Project Fund: $__________; and
(iii) to the Improvement Area #1 Bond Improvement Account of the Project
Fund: $__________.
(c) Funds received from the Developer on the Delivery Date for the 2021 Bonds in
the amount of $4,157,015.95 were previously deposited to the Improvement Area #1 Developer
Improvement Account.
Section 6.3. Pledged Revenue Fund.
(a) Periodically upon receipt thereof, the City shall transfer to the Trustee for deposit
to the Pledged Revenue Fund the Assessments and Annual Installments, other than the portion of
the Assessments and Annual Installments allocated to the payment of Annual Collection Costs
and Delinquent Collection Costs, which shall be deposited to the Administrative Fund in
accordance with Section 6.9 hereof. Following such deposit to the Pledged Revenue Fund, the
City shall transfer or cause to be transferred the following amounts from the Pledged Revenue
Fund to the following Accounts: (i) first, to the Bond Pledged Revenue Account of the Pledged
Revenue Fund, an amount sufficient to pay debt service on the Bonds Similarly Secured next
coming due, (ii) second, if necessary, to the Reserve Account of the Reserve Fund, an amount to
cause the amount in the Reserve Account to equal the Reserve Account Requirement, and (iii)
third, to the Developer Reimbursement Pledged Revenue Account of the Pledged Revenue Fund
to pay the Developer for costs of Improvement Area #1 Projects that have been paid from the
Developer Improvement Account of the Project Fund (pursuant to the terms of the Improvement
Area #1 Reimbursement Agreement). Notwithstanding the foregoing, the Additional Interest
shall only be utilized for the purposes set forth in Section 6.7 hereof and, immediately following
the initial deposit to the Pledged Revenue Fund, prior to any other transfers or deposits being
made under this Section 6.3(a), if the Delinquency and Prepayment Reserve Account of the
Reserve Fund does not contain the Delinquency and Prepayment Reserve Requirement and
Additional Interest is collected, then all such Additional Interest will be transferred into the
Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment Reserve
Requirement is met. In addition, in the event the City owes Rebatable Arbitrage to the United
States Government pursuant to Section 6.8 hereof, the City shall provide written direction to the
Trustee to transfer to the Rebate Fund, prior to any other transfer under this Section 6.3(a), the
full amount of Rebatable Arbitrage owed by the City, as further described in Section 6.11(f)
hereof. If any funds remain on deposit in the Pledged Revenue Fund after the foregoing deposits
are made, the City shall have the option, in its sole and absolute discretion, to use such excess
funds for any one or more of the following purposes: (i) pay other costs of the Improvement
Area #1 Projects, (ii) pay other costs permitted by the PID Act, including the funding of any
obligations due to the Developer with funds deposited to the Developer Reimbursement Pledged
Revenue Account, or (iii) deposit such excess into the Redemption Fund to redeem Bonds
Similarly Secured as provided in Article IV. Along with each transfer to the Trustee, the City
shall provide a certificate as to the funds, accounts and payments into which the amounts are to
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be deposited or paid. Moneys transferred to the Developer Reimbursement Pledged Revenue
Account shall not be a part of the Trust Estate and are not security for the Bonds Similarly
Secured.
(b) From time to time as needed to pay the obligations relating to the Bonds Similarly
Secured, but no later than five (5) Business Days before each Interest Payment Date, the Trustee
shall withdraw from the Pledged Revenue Fund and transfer to the Principal and Interest
Account of the Bond Fund, an amount, taking into account any amounts then on deposit in such
Principal and Interest Account, such that the amount on deposit in the Principal and Interest
Account equals the principal (including any Sinking Fund Installments) and interest due on the
Bonds Similarly Secured on the next Interest Payment Date.
(c) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(b) above, the Trustee shall apply the available funds in the Principal and Interest Account first
to the payment of interest, then to the payment of principal (including any Sinking Fund
Installments) on the Bonds Similarly Secured.
(d) The Trustee shall transfer Prepayments to the Redemption Fund to be used to
redeem Bonds Similarly Secured pursuant to Section 4.4 promptly after deposit of such amounts
into the Pledged Revenue Fund.
(e) Promptly after the deposit of Foreclosure Proceeds into the Pledged Revenue
Fund, the Trustee shall transfer such Foreclosure Proceeds first to the Reserve Fund to restore
any transfers from the Accounts within the Reserve Fund made with respect to the particular
Assessed Property to which the Foreclosure Proceeds relate (first, to replenish the Reserve
Account Requirement and second, to replenish the Delinquency & Prepayment Reserve
Requirement), and second, to the Redemption Fund to be used to redeem Bonds Similarly
Secured pursuant to Section 4.4.
(f) Subject to the provisions of the Reimbursement Agreement, from time to time as
needed to pay the obligations relating to Actual Costs of the Improvement Area #1 Projects that
are paid with funds withdrawn from the Developer Improvement Account of the Project Fund,
the Trustee shall withdraw from the Developer Reimbursement Pledged Revenue Account and
transfer to the Reimbursement Fund such amount needed to pay the Developer for funds
withdrawn from the Developer Improvement Account of the Project Fund and used to fund the
Developer Reimbursement Amount of the Improvement Area #1 Projects. When all amounts due
to the Developer to pay it for the funds withdrawn from the Developer Improvement Account of
the Project Fund have been paid to the Developer, whether through Assessments received and
applied in accordance with this Indenture and the Service and Assessment Plan or an Annual
Service Plan Update, no further deposits shall be made to the Developer Reimbursement Pledged
Revenue Account and the Developer Reimbursement Pledged Revenue Account shall be closed.
(g) After satisfaction of the deposits required by Section 6.3(a), the Trustee shall
transfer any Pledged Revenues remaining in the Pledged Revenue Fund for the purposes set forth
in Section 6.3(a) hereof as directed by the City in a City Order.
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Section 6.4. Bond Fund.
(a) On each Interest Payment Date, the Trustee shall withdraw from the Principal and
Interest Account and transfer to the Paying Agent/Registrar the principal (including any Sinking
Fund Installments) and interest then due and payable on the Bonds Similarly Secured.
(b) If amounts in the Principal and Interest Account are insufficient for the purposes
set forth in paragraph (a) above, the Trustee shall withdraw from the Reserve Fund amounts to
cover the amount of such insufficiency pursuant to Section 6.7(f). Amounts so withdrawn from
the Reserve Fund shall be deposited in the Principal and Interest Account and transferred to the
Paying Agent/Registrar.
(d) If, after the foregoing transfers and any transfer from the Reserve Fund as
provided in Section 6.7, there are insufficient funds to make the payments provided in paragraph
(a) above, the Trustee shall apply the available funds in the Principal and Interest Account first to
the payment of interest, then to the payment of principal (including any Sinking Fund
Installments) on the Bonds Similarly Secured.
Section 6.5. Project Fund.
(a) Money on deposit in the Project Fund shall be used for the purposes specified in
Section 3.1.
(b) (1) Disbursements from the Costs of Issuance Account of the Project Fund shall
be made by the Trustee to pay costs of issuance of the Bonds Similarly Secured pursuant to one
or more City Orders.
(2) Disbursements from the Improvement Area #1 Bond Improvement Account and
Improvement Area #1 Developer Improvement Account of the Project Fund to pay Improvement
Area #1 Project Costs shall be made by the Trustee upon receipt by the Trustee of a properly
executed and completed Certification for Payment. The funds from the Improvement Area #1
Bond Improvement Account and Improvement Area #1 Developer Improvement Account of the
Project Fund shall be disbursed in accordance with a Certification for Payment. Each such
Certification for Payment shall include a list of the payees and the payments to be made to such
payees as well as a statement that all payments shall be made by check or wire transfer in
accordance with the payment instructions set forth in such Certification for Payment or in the
invoices submitted therewith and the Trustee may rely on such payment instructions with no duty
to investigate or inquire as to the authenticity of or authorization for the invoice or the payment
instructions contained therein.
(3) Disbursements from the Improvement Area #1 Bond Improvement Account of the
Project Fund to pay the Developer Reimbursement Amount shall be made by the Trustee upon
receipt by the Trustee of a properly executed and completed Certification for Payment. The
funds from the Improvement Area #1 Bond Improvement Account of the Project Fund to pay the
Developer Reimbursement Amount shall be disbursed in accordance with a Certification for
Payment. The Certification for Payment shall include a list of the payees and the payments to be
made to such payees as well as a statement that all payments shall be made by check or wire
transfer in accordance with the payment instructions set forth in such Certification for Payment
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and the Trustee may rely on such payment instructions with no duty to investigate or inquire as
to the authenticity of or authorization for the invoice or the payment instructions contained
therein.
(c) Except as provided in Section 6.5(d), (f) and (i), money on deposit in the
Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer
Improvement Account of the Project Fund shall be used solely to pay Improvement Area #1
Project Costs and the Developer Reimbursement Amount, respectively. The Trustee shall pay
Improvement Area #1 Project Costs from funds in the Improvement Area #1 Bond Improvement
Account. The Trustee shall pay the Developer Reimbursement Amount from funds in the
Improvement Area #1 Bond Improvement Account upon receipt by the Trustee of a properly
executed and completed Certification for Payment.
(d) If the City Representative determines in his or her sole discretion that certain
amounts then on deposit in the Improvement Area #1 Bond Improvement Account and the
Improvement Area #1 Developer Improvement Account are not expected to be expended for
purposes of the Project Fund due to the abandonment, or constructive abandonment, of one or
more of the Improvement Area #1 Projects such that, in the opinion of the City Representative, it
is unlikely that the amounts in the Improvement Area #1 Bond Improvement Account and the
Improvement Area #1 Developer Improvement Account will ever be expended for the purposes
of the Project Fund, the City Representative shall file a City Order with the Trustee which
identifies the amounts then on deposit in the Improvement Area #1 Bond Improvement Account
and the Improvement Area #1 Developer Improvement Account that are not expected to be used
for purposes of the Project Fund. If such City Order is so filed, the identified amounts on deposit
in the Improvement Area #1 Bond Improvement Account shall be transferred to the Bond Fund
or to the Redemption Fund to be used to redeem Bonds Similarly Secured pursuant to Section
4.4 as directed by the City Representative in a City Order filed with the Trustee, and the
identified amounts on deposit in the Improvement Area #1 Developer Improvement Account
shall be transferred and released to the Developer, or to the Developer's successors and assigns or
designees pursuant to Section 6.5(g). Upon such transfer, the Improvement Area #1 Bond
Improvement Account and Improvement Area #1 Developer Improvement Account of the
Project Fund shall be closed.
(e) In making any determination pursuant to this Section, the City Representative
may conclusively rely upon a certificate of an Independent Financial Consultant.
(f) Upon the filing of a City Order stating that (i) all Improvement Area #1 Projects
have been completed and that all Improvement Area #1 Project Costs have been paid, or that any
Improvement Area #1 Project Costs are not required to be paid from the Project Fund pursuant to
a Certification for Payment and (ii) the required Developer Reimbursement Amount has been
paid, the Trustee shall transfer the amount, if any, remaining within the Improvement Area #1
Bond Improvement Account of the Project Fund to the Bond Fund or to the Redemption Fund to
be used to redeem Bonds Similarly Secured pursuant to Section 4.4 as directed by the City
Representative in a City Order filed with the Trustee, and the amounts on deposit in the
Improvement Area #1 Developer Improvement Account shall be transferred and released to the
Developer, or to the Developer's successors and assigns or designees pursuant to Section 6.5(g).
Upon such transfer, the Improvement Area #1 Bond Improvement Account and Improvement
Area #1 Developer Improvement Account of the Project Fund shall be closed.
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(g) Any amounts in the Improvement Area #1 Developer Improvement Account to be
transferred and released pursuant to Section 6.5(d), (f) or (i) shall be irrevocably and
unconditionally transferred and released to the Developer, or to the Developer's successors and
assigns or designees as identified in a written notice from the Developer to the Trustee and the
City. The City and the Trustee shall solely and conclusively rely as to payment of amounts
released from the Improvement Area #1 Developer Improvement Account on any such written
notice from the Developer as to their successors and assigns or designees. The City shall provide
written notice of the release to the Trustee and Developer, or to the Developer's successors and
assigns or designees, and the amount payable to the Developer, or its successors and assigns or
designees.
(h) Upon a determination by the City Representative that all costs of issuance of the
Bonds Similarly Secured have been paid, any amounts remaining in the Costs of Issuance
Account shall be transferred to the Improvement Area #1 Bond Improvement Account of the
Project Fund and used to pay Improvement Area #1 Project Costs or to the Principal and Interest
Account and used to pay interest on the Bonds Similarly Secured, as directed in a City Order
filed with the Trustee, and the Costs of Issuance Account shall be closed.
(j) In the event the Developer has not completed the Improvement Area #1 Projects
by September 23, 2030, then the City may provide written direction to the Trustee to (i) transfer
all funds on deposit in the Improvement Area #1 Bond Improvement Account to the Redemption
Fund to redeem Bonds pursuant to Section 4.4 hereof, and (ii) transfer and release amounts on
deposit in the Improvement Area #1 Developer Improvement Account to the Developer, or to the
Developer's successors and assigns or designees pursuant to Section 6.5(g). Upon such transfers,
the Improvement Area #1 Bond Improvement Account and Improvement Area #1 Developer
Improvement Account of the Project Fund shall be closed.
(k) In providing any disbursement under this Section, the Trustee may conclusively
rely as to the completeness and accuracy of all statements in such Certification for Payment, if
such certificate is signed by a City Representative, and the Trustee shall not be required to make
any independent investigation in connection therewith. The execution of any Certification for
Payment, by a City Representative shall constitute, unto the Trustee, an irrevocable
determination that all conditions precedent to the payments requested have been completed.
Section 6.6. Redemption Fund.
The Trustee shall cause to be deposited to the Redemption Fund from the Pledged
Revenue Fund an amount sufficient to redeem Bonds Similarly Secured as provided in Sections
4.3 and 4.4 on the dates specified for redemption as provided in Sections 4.3 and 4.4. Amounts
on deposit in the Redemption Fund shall be used and withdrawn by the Trustee to redeem Bonds
Similarly Secured as provided in Article IV.
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Section 6.7. Reserve Fund.
(a) The City agrees with the Owners of the Bonds Similarly Secured to accumulate
and, when accumulated, maintain in the Reserve Account, an amount equal to not less than the
Reserve Account Requirement. All amounts deposited in the Reserve Account shall be used and
withdrawn by the Trustee for the purpose of making transfers to the Principal and Interest
Account of the Bond Fund as provided in this Indenture. The Trustee has transferred and will
continue to transfer from the Bond Pledged Revenue Account of the Pledged Revenue Fund to
the Delinquency and Prepayment Reserve Account on March 15 of each year, commencing
March 15, 2026, an amount the City confirms to the Trustee is equal to the Additional Interest
until the Delinquency and Prepayment Reserve Requirement has been accumulated in the
Delinquency and Prepayment Reserve Account; provided, however, that at any time the amount
on deposit in the Delinquency and Prepayment Reserve Account is less than Delinquency and
Prepayment Reserve Requirement, the Trustee shall resume depositing the Additional Interest
into the Delinquency and Prepayment Reserve Account until the Delinquency and Prepayment
Reserve Requirement has accumulated in the Delinquency and Prepayment Reserve Account. In
calculating the amounts to be transferred pursuant to this Section, the Trustee may conclusively
rely on the Annual Installments as shown on the Assessment Roll in the Service and Assessment
Plan unless and until it receives a City Order directing that a different amount be used.
Whenever a transfer is made from the Reserve Account to the Bond Fund due to a deficiency in
the Bond Fund, the Trustee shall provide written notice thereof to the City, specifying the
amount withdrawn and the source of said funds. The Additional Interest shall continue to be
collected and deposited pursuant to this Section 6.7 until the Bonds Similarly Secured are no
longer Outstanding.
(b) Whenever a transfer is made from the Reserve Fund to the Bond Fund due to a
deficiency in the Bond Fund, the Trustee shall provide written notice thereof to the City,
specifying the amount withdrawn and the source of said funds.
(c) In the event of an extraordinary optional redemption of Bonds Similarly Secured
from the proceeds of a Prepayment pursuant to Section 4.4, the Trustee, pursuant to prior written
directions from the City, shall transfer from the Reserve Account of the Reserve Fund to the
Redemption Fund the amount specified in such directions, which shall be an amount equal to the
principal amount of Bonds Similarly Secured to be redeemed multiplied by the lesser of: (i) the
amount required to be in the Reserve Account of the Reserve Fund divided by the principal
amount of Outstanding Bonds Similarly Secured prior to the redemption, and (ii) the amount
actually in the Reserve Account of the Reserve Fund divided by the principal amount of
Outstanding Bonds Similarly Secured prior to the redemption. If after such transfer, and after
applying investment earnings on the Prepayment toward payment of accrued interest, there are
insufficient funds to pay the principal amount plus accrued and unpaid interest on such Bonds
Similarly Secured to the date fixed for redemption of the Bonds Similarly Secured to be
redeemed as a result of such Prepayment, the Trustee shall transfer an amount equal to the
shortfall from the Delinquency and Prepayment Reserve Account to the Redemption Fund to be
applied to the redemption of the Bonds Similarly Secured.
(d) Whenever, on any Interest Payment Date, or on any other date at the request of a
City Representative, the value of cash and Value of Investment Securities on deposit in the
Reserve Account exceeds the Reserve Account Requirement, the Trustee shall provide written
55
notice to the City Representative of the amount of the excess. Such excess shall be transferred to
the Principal and Interest Account to be used for the payment of interest on the Bonds Similarly
Secured on the next Interest Payment Date in accordance with Section 6.4, unless within thirty
days of such notice to the City Representative, the Trustee receives a City Order instructing the
Trustee to apply such excess: (i) to pay amounts due under Section 6.8 hereof, (ii) to the
Administrative Fund in an amount not more than the Annual Collection Costs for the Bonds
Similarly Secured, (iii) to the Improvement Area #1 Bond Improvement Account of the Project
Fund to pay Improvement Area #1 Project Costs if such application and the expenditure of funds
is expected to occur within three years of the date hereof, or (iv) to the Redemption Fund to be
applied to the redemption of Bonds Similarly Secured.
(e) Whenever, on any Interest Payment Date, or on any other date at the written
request of the City Representative, the amounts on deposit in the Delinquency and Prepayment
Reserve Account exceed the Delinquency and Prepayment Reserve Requirement, the Trustee
shall provide written notice to the City of the amount of the excess, and such excess shall be
transferred, at the direction of the City pursuant to a City Order, to the Administrative Fund for
the payment of Annual Collection Costs or to the Redemption Fund to be used to redeem Bonds
Similarly Secured pursuant to Section 4.4. In the event that the Trustee does not receive a City
Order directing the transfer of such excess to the Administrative Fund within 45 days of
providing notice to the City of such excess, the Trustee shall transfer such excess to the
Redemption Fund to redeem Bonds Similarly Secured pursuant to Section 4.4 hereof and provide
the City with written notification of the transfer. The Trustee shall incur no liability for the
accuracy or validity of the transfer so long as the Trustee made such transfer in full compliance
with this Section.
(f) Whenever, on any Interest Payment Date, the amount on deposit in the Bond
Fund is insufficient to pay the debt service on the Bonds Similarly Secured due on such date, the
Trustee shall transfer first from the Delinquency and Prepayment Reserve Account of the
Reserve Fund and second from the Reserve Account of the Reserve Fund to the Bond Fund the
amounts necessary to cure such deficiency.
(g) At the final maturity of all Bonds Similarly Secured, the amount on deposit in the
Reserve Account and the Delinquency and Prepayment Reserve Account shall be transferred to
the Principal and Interest Account of the Bond Fund and applied to the payment of the principal
of the Bonds Similarly Secured.
(h) If, after a Reserve Account withdrawal, the amount on deposit in the Reserve
Account is less than the Reserve Account Requirement, the Trustee shall transfer from the
Pledged Revenue Fund to the Reserve Account the amount of such deficiency, but only to the
extent that such amount is not required for the timely payment of principal, interest, or Sinking
Fund Installments.
(i) If the amount held in the Reserve Fund together with the amount held in the
Pledged Revenue Fund, the Bond Fund and Redemption Fund is sufficient to pay the principal
amount and of all Outstanding Bonds Similarly Secured on the next date the Bonds Similarly
Secured may be optionally redeemed by the City at a redemption price of par, together with the
unpaid interest accrued on such Bonds Similarly Secured as of such date, the moneys shall be
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transferred to the Redemption Fund and thereafter used to redeem all Bonds Similarly Secured
on such date.
Section 6.8. Rebate Fund: Rebatable Arbitrage.
(a) The Rebate Fund is to be held by the Trustee in accordance with the terms and
provisions of this Indenture. Amounts on deposit in the Rebate Fund shall be used solely for the
purpose of paying amounts due the United States Government in accordance with the Code. The
Rebate Fund shall not be part of the Trust Estate and shall not be security for the Bonds Similarly
Secured.
(b) In order to assure that Rebatable Arbitrage is paid to the United States rather than
to a third party, investments of funds on deposit in the Rebate Fund shall be made in accordance
with the Code and the City’s federal tax certificate for the Bonds, as further set forth in written
directions from the City to the Trustee. The Trustee may conclusively rely on such written
instructions as set forth in this Section and shall not be responsible for any loss or liability
resulting from the investment of funds under this Section, but only so long as the Trustee follows
such written instructions in all respects.
(c) The Trustee conclusively shall be deemed to have complied with the provisions of
this Section and shall not be liable or responsible if it follows the written instructions of the City
and shall not be required to take any action under this Section in the absence of instructions from
the City.
(d) If, on the date of each annual calculation, the amount on deposit in the Rebate
Fund exceeds the amount of the Rebatable Arbitrage, the City may direct the Trustee, pursuant to
a City Order, to transfer the amount in excess of the Rebatable Arbitrage to the Bond Fund.
Section 6.9. Administrative Fund.
(a) Periodically upon receipt thereof, the City shall deposit or cause to be deposited to
the Administrative Fund the portion of the Assessments and Annual Installments allocated to the
payment of Annual Collection Costs and Delinquent Collection Costs, as set forth in the Service
and Assessment Plan.
(b) Moneys in the Administrative Fund shall be held by the Trustee separate and
apart from the other Funds created and administered under the 2021 Indenture and hereunder and
used as directed by a City Order solely for the purposes set forth in the Service and Assessment
Plan, including payment of Annual Collection Costs and Delinquent Collection Costs. The
Administrative Fund shall not be part of the Trust Estate and shall not be security for the Bonds
Similarly Secured.
Section 6.10. Reimbursement Fund.
Money on deposit in the Reimbursement Fund has been used to pay the Developer for funds
withdrawn from the Developer Improvement Account of the Project Fund and used to pay the
Reimbursement Amount for the Improvement Area #1 Projects as provided in the Improvement
Area #1 Reimbursement Agreement. Upon the issuance of the 2021 Bonds, any amounts
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remaining on deposit in the Reimbursement Fund shall be transferred to the Principal and
Interest Account of the Bond Fund, and the Reimbursement Fund shall be closed.
Section 6.11. Investment of Funds.
(a) Money in any Fund or Account established pursuant to the terms of the 2021
Indenture or confirmed pursuant to this Indenture, other than the Reserve Fund, shall be invested
by the Trustee in Investment Securities as directed by the City pursuant to a City Order filed with
the Trustee; provided that all such deposits and investments shall be made in such manner that
the money required to be expended from any Fund or Account will be available at the proper
time or times. Money in the Reserve Fund shall be invested in such Investment Securities as
directed by the City pursuant to a City Order filed with the Trustee, provided that the final
maturity of any individual Investment Security shall not exceed 270 days and the average
weighted maturity of any investment pool or no-load money market mutual fund shall not exceed
90 days. Each such City Order shall be a certification, upon which the Trustee may conclusively
rely without investigation or inquiry, that the investment directed therein constitutes an
Investment Security and that such investments meet the maturity and average weighted maturity
requirements set forth in the preceding sentence. Such investments shall be valued each year in
terms of the Value of Investment Securities as of September 30. For purposes of maximizing
investment returns, to the extent permitted by law, money in the Funds and Accounts may be
invested in common investments of the kind described above, or in a common pool of such
investment which shall be kept and held at an official depository bank, which shall not be
deemed to be or constitute a commingling of such money or funds provided that safekeeping
receipts or certificates of participation clearly evidencing the investment or investment pool in
which such money is invested and the share thereof purchased with such money or owned by
such Fund or Account are held by or on behalf of each such Fund or Account. If necessary, such
investments shall be promptly sold to prevent any default under this Indenture. To ensure that
cash on hand is invested, if the City does not give the Trustee written or timely instructions with
respect to investments of funds, the Trustee is hereby directed to invest and re-invest cash
balances in Morgan Stanley, Fidelity or Federated family of funds, but only so long as such
funds are authorized investments and permitted under the Public Funds Investment Act, Texas
Government Code, Chapter 2256, as amended, or any successor law, and only so long as such
investments constitute Investment Securities and the money required to be expended from any
Fund will be available at the proper time or times.
(b) Obligations purchased as an investment of moneys in any Fund or Account shall
be deemed to be part of such Fund or Account, subject, however, to the requirements of this
Indenture for transfer of interest earnings and profits resulting from investment of amounts in
Funds and Accounts. Whenever in this Indenture any moneys are required to be transferred by
the City to the Trustee, such transfer may be accomplished by transferring a like amount of
Investment Securities as directed by the City in writing.
(c) The Trustee and its affiliates may act as sponsor, advisor, depository, principal or
agent in the acquisition or disposition of any investment. The Trustee shall not incur any liability
for losses arising from any investments made pursuant to this Section. The Trustee shall not be
required to determine the legality of any investments.
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(d) Investments in any and all Funds and Accounts may be commingled in a separate
fund or funds for purposes of making, holding and disposing of investments, notwithstanding
provisions herein for transfer to or holding in or to the credit of particular Funds or Accounts of
amounts received or held by the Trustee hereunder, provided that the Trustee shall at all times
account for such investments strictly in accordance with the Funds and Accounts to which they
are credited and otherwise as provided in this Indenture.
(e) The Trustee will furnish to the City, upon the City’s written request, periodic cash
transaction statements which include detail for all investment transactions effected by the Trustee
or brokers selected by the City. Upon the City’s election, such statements will be delivered via
the Trustee’s online service and upon electing such service, paper statements will be provided
only upon request. The City waives the right to receive brokerage confirmations of security
transactions effected by the Trustee as they occur, to the extent permitted by law. The City
further understands that trade confirmations for securities transactions effected by the Trustee
will be available upon request and at no additional cost and other trade confirmations may be
obtained from the applicable broker.
(f) In the event it is found, after an annual calculation has been done pursuant to
Section 6.8 hereof, that the City owes Rebatable Arbitrage to the United States Government, the
City shall direct the Trustee, pursuant to a City Order, to transfer to the Rebate Fund the
investment earnings on funds on deposit in the Pledged Funds in an amount equal to the
Rebatable Arbitrage owed by the City. The City Order shall specify the amount to the transferred
and the Pledged Fund or Pledged Funds from which the investment earnings shall be transferred.
Section 6.12. Security of Funds.
All Funds heretofore created or reaffirmed, to the extent not invested as herein permitted,
shall be secured in the manner and to the fullest extent required by law for the security of public
funds, and such Funds shall be used only for the purposes and in the manner permitted or
required by this Indenture.
ARTICLE VII
COVENANTS
Section 7.1. Confirmation of Assessments.
The City hereby confirms, covenants, and agrees that, in the Assessment Ordinance, it
has levied the Assessments against the Assessed Property from which the Assessment Revenues
will be collected and received.
Section 7.2. Collection and Enforcement of Assessments.
(a) For so long as any Bonds Similarly Secured are Outstanding, the City covenants,
agrees and warrants that it will take and pursue all reasonable actions permissib1e under
Applicable Laws to cause the Assessments to be collected and the liens thereof enforced
continuously, in the manner and to the maximum extent permitted by Applicable Laws, and to
cause no reduction, abatement or exemption in the Assessments.
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(b) To the extent permitted by law, notice of the Annual Installments shall be sent by,
or on behalf of, the City to the affected property owners on the same statement or such other
mechanism that is used by the City, so that such Annual Installments are collected
simultaneously with ad valorem taxes and shall be subject to the same penalties, procedures, and
foreclosure sale in case of delinquencies as are provided for ad valorem taxes of the City.
(c) The City will determine or cause to be determined, no later than February 15 of
each year, whether or not any Annual Installment is delinquent and, if such delinquencies exist,
the City will order and cause to be commenced as soon as practicable any and all appropriate and
legally permissible actions to obtain such Annual Installment, and any delinquent charges and
interest thereon, including diligently prosecuting an action in district court to foreclose the
currently delinquent Annual Installment. Notwithstanding the foregoing, the City shall not be
required under any circumstances to purchase or make payment for the purchase of the
delinquent Assessments or the corresponding particular Assessed Property.
(d) The City shall not be required under any circumstances to expend any funds for
Delinquent Collection Costs or Annual Collection Costs in connection with its covenants and
agreements under this Section or otherwise other than funds on deposit in the Administrative
Fund.
Section 7.3. Against Encumbrances.
(a) Other than Refunding Bonds issued to refund all or a portion of the Bonds
Similarly Secured, the City shall not create and, to the extent Pledged Revenues are received,
shall not suffer to remain, any lien, encumbrance or charge upon the Pledged Revenues or upon
any other property pledged under this Indenture, except the pledge created for the security of the
Bonds Similarly Secured, and other than a lien or pledge subordinate to the lien and pledge of
such property related to the Bonds Similarly Secured.
(b) So long as Bonds Similarly Secured are Outstanding hereunder, the City shall not
issue any bonds, notes or other evidences of indebtedness, other than the Bonds Similarly
Secured and any Refunding Bonds issued to refund all or a portion of the Bonds Similarly
Secured, secured by any pledge of or other lien or charge on the Pledged Revenues or other
property pledged under this Indenture, other than a lien or pledge subordinate to the lien and
pledge of such property related to the Bonds Similarly Secured.
Section 7.4. Records, Accounts, Accounting Reports.
The City hereby covenants and agrees that so long as any Bonds Similarly Secured are
Outstanding, it will keep and maintain a proper and complete system of records and accounts
pertaining to the Assessments. The Trustee and holder or holders of any Bonds Similarly
Secured or any duly authorized agent or agents of such holders shall have the right at all
reasonable times to inspect all such records, accounts, and data relating thereto, upon written
request to the City by the Trustee or duly authorized representative, as applicable. The City shall
provide the Trustee or duly authorized representative, as applicable, an opportunity to inspect
such books and records relating to the Bonds Similarly Secured during the City’s regular
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business hours and on a mutually agreeable date not later than twenty days after the City receives
such request.
Section 7.5. Covenants Regarding Tax Exemption of Interest on Bonds Similarly
Secured.
(a) The City covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds Similarly Secured as obligations
described in section 103 of the Code, the interest on which is not includable in the “gross
income” of the holder for purposes of federal income taxation. In furtherance thereof, the City
covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds
of the Bonds Similarly Secured (less amounts deposited to a reserve fund, if any) are used
for any “private business use,” as defined in section 141(b)(6) of the Code or, if more
than 10 percent of the proceeds or the projects financed therewith are so used, such
amounts, whether or not received by the City, with respect to such private business use,
do not, under the terms of this Article or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds Similarly Secured, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the “private business use”
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds
Similarly Secured or the projects financed therewith (less amounts deposited into a
reserve fund, if any) then the amount in excess of 5 percent is used for a “private business
use” that is “related” and not “disproportionate,” within the meaning of section 141(b)(3)
of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds Similarly Secured (less amounts
deposited into a reserve fund, if any) is directly or indirectly used to finance loans to
persons, other than state or local governmental units, in contravention of section 141(c)
of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds
Similarly Secured being treated as a “private activity bond” within the meaning of section
141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds Similarly
Secured being “federally guaranteed” within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds Similarly
Secured, directly or indirectly, to acquire or to replace funds that were used, directly or
indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code)
that produces a materially higher yield over the term of the Bonds Similarly Secured,
other than investment property acquired with –
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(A) proceeds of the Bonds Similarly Secured invested for a reasonable
temporary period of 3 years or less or, in the case of refunding bonds, for a period
of 30 days or less until such proceeds are needed for the purpose for which the
Bonds Similarly Secured or refunding bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the respective series of Bonds Similarly Secured;
(7) to otherwise restrict the use of the proceeds of the Bonds Similarly
Secured or amounts treated as proceeds of the Bonds Similarly Secured, as may be
necessary, so that the Bonds Similarly Secured do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds Similarly Secured or
proceeds of any prior bonds to pay debt service on another issue more than 90 days after
the date of issue of the applicable series of Bonds Similarly Secured in contravention of
the requirements of section 149(d) of the Code (relating to advance refundings);
(9) to pay to the United States of America at least once during each five-year
period (beginning on the Delivery Date of the respective series of Bonds Similarly
Secured) an amount that is at least equal to 90 percent of the “Excess Earnings,” within
the meaning of section 148(f) of the Code and to pay to the United States of America, not
later than 60 days after the Bonds Similarly Secured of such series have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(f) of the Code;
(10) to file or cause to be filed with the Secretary of the Treasury, not later than
the fifteenth (15th) day of the second calendar month after the close of the calendar
quarter in which the respective Bonds Similarly Secured are issued, an information
statement concerning the Bonds Similarly Secured, all under and in accordance with
section 149(e) of the Code and the applicable Treasury Regulations promulgated
thereunder;
(11) to assure that the proceeds of the Bonds Similarly Secured will be used
solely for new money projects; and
(12) to establish reasonable expectations to prevent using the proceeds of the
Bonds Similarly Secured in contravention of the requirements of section 149(g) of the
Code (relating to hedge bonds).
(b) In order to facilitate compliance with the above covenant (a)(9), the Rebate Fund
has been established by the City pursuant to Section 6.1 for the sole benefit of the United States
of America, and such Rebate Fund shall not be subject to the claim of any other person,
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including without limitation the registered Owner. The Rebate Fund has been established for the
additional purpose of compliance with section 148 of the Code.
(c) The City understands that the term “proceeds” includes “disposition proceeds” as
defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the respective
series of Bonds Similarly Secured. It is the understanding of the City that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto (the “Treasury
Regulations”). In the event that regulations or rulings are hereafter promulgated that modify or
expand provisions of the Code, as applicable to the Bonds Similarly Secured, the City will not be
required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Bonds Similarly Secured under section 103 of the
Code. In the event that regulations or rulings are hereafter promulgated that impose additional
requirements applicable to the Bonds Similarly Secured, the City agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds
Similarly Secured under section 103 of the Code. In furtherance of such intention, the City
hereby authorizes and directs the Director of Finance to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the City, that may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds Similarly
Secured.
(d) The City covenants to account for the expenditure of sale proceeds and
investment earnings to be used for Improvement Area #1 Project Costs on its books and records
in accordance with the requirements of the Code. The City recognizes that in order for the
proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Improvement Area #1 Projects are completed; but in no event later than three years after the date
on which the original expenditure is paid. The foregoing notwithstanding, the City recognizes
that in order for proceeds to be expended under the Code, the sale proceeds or investment
earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of
each respective Delivery Date, or (2) the date the respective Bonds Similarly Secured are retired.
The City agrees to obtain the advice of nationally-recognized bond counsel if such expenditure
fails to comply with the foregoing to assure that such expenditure will not adversely affect the
tax-exempt status of the Bonds Similarly Secured. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
(e) The City covenants that the projects funded with the proceeds of the Bonds
Similarly Secured will not be sold or otherwise disposed in a transaction resulting in the receipt
by the City of cash or other compensation, unless the City obtains an opinion of nationally-
recognized bond counsel that such sale or other disposition will not adversely affect the tax-
exempt status of the Bonds Similarly Secured. For purposes of the foregoing, the portion of the
property comprising personal property and disposed in the ordinary course shall not be treated as
a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the
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City shall not be obligated to comply with this covenant if it obtains a legal opinion that such
failure to comply will not adversely affect the excludability for federal income tax proposes from
gross income of the interest.
ARTICLE VIII
LIABILITY OF CITY
Section 8.1. Liability of City.
(a) Neither the full faith and credit nor the general taxing power of the City is
pledged to the payment of the Bonds Similarly Secured, and, except for the Trust Estate, no City
taxes, fee or revenues from any source are pledged to the payment of, or available to pay any
portion of, the Bonds Similarly Secured or any other obligations relating to the District. The City
shall never be liable for any obligations relating to the Bonds Similarly Secured or other
obligations relating to the District, other than as specifically provided for in this Indenture.
(b) The City shall not incur any responsibility in respect of the Bonds Similarly
Secured or this Indenture other than in connection with the duties or obligations explicitly herein
or in the obligations assigned to or imposed upon it. The City shall not be liable in connection
with the performance of its duties hereunder, except for its own willful default or act of bad faith.
The City shall not be bound to ascertain or inquire as to the performance or observance of any of
the terms, conditions covenants or agreements of the Trustee herein or of any of the documents
executed by the Trustee in connection with the Bonds Similarly Secured, or as to the existence of
a default or event of default thereunder.
(c) In the absence of bad faith, the City may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the City and conforming to the requirements of this Indenture. The City shall not be
liable for any error of judgment made in good faith unless it shall be proved that it was negligent
in ascertaining the pertinent facts.
(d) No provision of this Indenture, the Bonds Similarly Secured, the Assessment
Ordinance, or any agreement, document, instrument, or certificate executed, delivered or
approved in connection with the issuance, sale, delivery, or administration of the Bonds
Similarly Secured (collectively, the “Bond Documents”), shall require the City to expend or risk
its own general funds or other funds or otherwise incur any financial liability (other than with
respect to the Trust Estate and the Annual Collection Costs) in the performance of any of its
obligations hereunder, or in the exercise of any of its rights or powers, if in the judgment of the
City there are reasonable grounds for believing that the repayment of such funds or liability is
not reasonably assured to it.
(e) Neither the Owners nor any other Person shall have any claim against the City or
any of its officers, officials, agents, or employees for damages suffered as a result of the City’s
failure to perform in any respect any covenant, undertaking, or obligation under any Bond
Documents or as a result of the incorrectness of any representation in, or omission from, any of
the Bond Documents, except to the extent that any such claim relates to an obligation,
undertaking, representation, or covenant of the City, in accordance with the Bond Documents
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and the PID Act. Any such claim shall be payable only from the Trust Estate or the amounts
collected to pay Annual Collection Costs on deposit in the Administrative Fund. Nothing
contained in any of the Bond Documents shall be construed to preclude any action or proceeding
in any court or before any governmental body, agency, or instrumentality against the City or any
of its officers, officials, agents, or employees to enforce the provisions of any of the Bond
Documents or to enforce all rights of the Owners of the Bonds Similarly Secured by mandamus
or other proceeding at law or in equity.
(f) The City may rely on and shall be protected in acting or refraining from acting
upon any notice, resolution, request, consent, order, certificate, report, warrant, bond, or other
paper or document believed by it to be genuine and to have been signed or presented by the
proper party or proper parties. The City may consult with counsel with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in respect
of any action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Indenture the City shall deem it necessary
or desirable that a matter be proved or established prior to taking or suffering any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be
conclusively proved and established by a certificate of the Trustee, an Independent Financial
Consultant, an independent inspector or City Manager or other person designated by the City
Council to so act on behalf of the City, and such certificate shall be full warrant to the City for
any action taken or suffered under the provisions of this Indenture upon the faith thereof, but in
its discretion the City may, in lieu thereof, accept other evidence of such matter or may require
such additional evidence as to it may deem reasonable.
(g) In order to perform its duties and obligations hereunder, the City may employ
such persons or entities as it deems necessary or advisable. The City shall not be liable for any of
the acts or omissions of such persons or entities employed by it in good faith hereunder, and shall
be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations,
determinations, and directions of such persons or entities.
ARTICLE IX
THE TRUSTEE
Section 9.1. Acceptance of Trust; Trustee as Registrar and Paying Agent.
(a) The Trustee accepts and agrees to execute the respective trusts imposed upon it by
this Indenture, but only upon the terms and conditions and subject to the provisions of this
Indenture to all of which the parties hereto and the respective Owners of the Bonds Similarly
Secured agree.
(b) The Trustee is hereby designated and agrees to act as Paying Agent/Registrar for
and with respect to the Bonds Similarly Secured.
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Section 9.2. Trustee Entitled to Indemnity.
The Trustee shall be under no obligation to institute any suit, or to undertake any
proceeding under this Indenture, or to enter any appearance or in any way defend in any suit in
which it may be made defendant, or to take any steps in the execution of the trusts previously
created and herein confirmed or in the enforcement of any rights and powers hereunder, until it
shall be indemnified, to the extent permitted by law, to its satisfaction against any and all costs
and expenses, outlays, and counsel fees and other reasonable disbursements, and against all
liability except as a consequence of its own negligence or willful misconduct; provided,
however, that in no event shall the Trustee request or require indemnification as a condition to
making any deposits, payments or transfers (provided such payment or transfer is prior to an
Event of Default) when required hereunder, or to deliver any notice when required hereunder.
To the extent permitted by law and during the occurrence of an Event of Default, the Trustee
shall be entitled to indemnification as a condition to making any deposits, payments or transfers
when required hereunder, or to delivering any notice when required hereunder. Nevertheless, the
Trustee may begin suit, or appear in and defend suit, or exercise any such rights and powers as
Trustee, and in such case the Trustee may make transfers from the Pledged Revenue Fund and
Administrative Fund to pay all costs and expenses, outlays, and counsel fees and other
reasonable disbursements properly incurred in connection therewith and shall, to the extent
permitted by law, be entitled to a preference therefor over any Bonds Similarly Secured
Outstanding hereunder.
Section 9.3. Responsibilities of the Trustee.
(a) The recitals contained in this Indenture and in the Bonds Similarly Secured shall
be taken as the statements of the City and the Trustee assumes no responsibility for and
undertakes no duty to verify the correctness of the same. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or the Bonds Similarly Secured or with respect
to the security afforded by this Indenture, and the Trustee shall incur no liability with respect
thereto. Except as otherwise expressly provided in this Indenture, the Trustee shall have no
responsibility or duty with respect to: (i) the issuance of Bonds Similarly Secured for value; (ii)
the application of the proceeds thereof, except to the extent that such proceeds are received by it
in its capacity as Trustee; (iii) the application of any moneys paid to the City or others in
accordance with this Indenture, except as to the application of any moneys paid to it in its
capacity as Trustee; (iv) any calculation of arbitrage or rebate under the Code; (v) any loss
suffered in connection with any investment of funds in accordance with this Indenture; or (vi) to
undertake any other action unless specifically authorized or required pursuant to a written
direction by the City or pursuant to this Indenture.
(b) The duties and obligations of the Trustee shall be determined by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Indenture, except for the Trustee’s
own negligence or willful misconduct. The Trustee will, prior to any Event of Default and after
curing of any Event of Default, perform such duties and only such duties as are specifically set
forth herein. The Trustee will, during the existence of an Event of Default, exercise such rights
and powers vested in it by this Indenture and use the same degree of care and skill in its exercise
as a prudent person would exercise or use under the circumstances in the conduct of his/her own
affairs.
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(c) The Trustee shall not be liable for any action taken or omitted by it in the
performance of its duties under this Indenture, except for its own negligence or willful
misconduct. In no event shall the Trustee be liable for incidental, indirect, special or
consequential damages in connection with or arising from this Indenture for the existence,
furnishing or use of the Improvement Area #1 Projects. The Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Owners of not less than a majority in principal amount of the Bonds Similarly
Secured then Outstanding relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.
(d) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agent’s attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or, attorney appointed with
due care and in good faith by it hereunder.
Section 9.4. Property Held in Trust.
All moneys and securities held by the Trustee at any time pursuant to the terms of this
Indenture shall be held by the Trustee in trust for the purposes and under the terms and
conditions of this Indenture.
Section 9.5. Trustee Protected in Relying on Certain Documents.
(a) The Trustee may conclusively rely upon any order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond, or other document provided to the
Trustee in accordance with the terms of this Indenture that it shall in good faith reasonably
believe to be genuine and to have been adopted or signed by the proper board or Person or to
have been prepared and furnished pursuant to any of the provisions of this Indenture, or upon the
written opinion of any counsel, architect, engineer, insurance consultant, management
consultant, or accountant that the Trustee shall in good faith reasonably believe to be qualified in
relation to the subject matter or is selected by the City in accordance with this Indenture, and the
Trustee shall be under no duty to make any investigation or inquiry into, and shall not be deemed
to have knowledge of, any statements contained or matters referred to in any such instrument.
The Trustee may consult with counsel selected by the Trustee with due care that is nationally
recognized in the field of municipal bond law, who may or may not be Bond Counsel, and any
advice from such counsel with respect to compliance with the provisions of this Indenture shall
be full and complete authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder, reasonably and in good faith, in accordance with such
advice.
(b) Whenever the Trustee shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action under this Indenture, such matter may be
deemed to be conclusively proved and established by a City Order, unless other evidence in
respect thereof be hereby specifically prescribed. Such City Order shall be full warrant for any
action taken or suffered in good faith under the provisions hereof, but the Trustee may in lieu
thereof accept other evidence of such fact or matter or may require such further or additional
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evidence as it may deem reasonable. Except as otherwise expressly provided herein, any request,
order, notice, or other direction required or permitted to be furnished pursuant to any provision
hereof by the City to the Trustee shall be sufficiently executed if executed in the name of the
City by the City Representative.
(c) The Trustee shall not be under any obligation to see to the recording or filing of
this Indenture, or otherwise to the giving to any Person of notice of the provisions hereof except
as expressly required in Section 9.13.
Section 9.6. Compensation.
Unless otherwise provided by contract with the Trustee, the Trustee, at the written
direction of the City, shall transfer from the Administrative Fund, the previously determined and
agreed upon, reasonable compensation for all services rendered by it hereunder, including its
services as Paying Agent/Registrar and extraordinary services rendered, together with all its
reasonable expenses, charges, and other disbursements and those of its counsel, agents and
employees, incurred in and about the administration and execution of the trusts previously
created and herein confirmed and the exercise of its powers and the performance of its duties
hereunder, all pursuant to a City Order and subject to any limit on the amount of such
compensation or recovery of expenses or other charges as shall be prescribed by such City Order,
and the Trustee shall have a lien therefor on any and all funds at any time held by it hereunder
prior to any Bonds Similarly Secured Outstanding. None of the provisions contained in this
Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial
liability in the performance of any of its duties or in the exercise of any of its rights or powers, if
the Trustee has reasonable grounds for believing that the repayment of such funds or liability is
not reasonably assured to it. If the City shall fail to make any payment required by this Section,
the Trustee shall make such payment from lawfully available funds (other than funds designated
by the City for arbitrage rebate purposes) in its possession under the provisions of this Indenture
and shall be entitled to a preference therefor over any Bonds Similarly Secured Outstanding
hereunder.
Section 9.7. Permitted Acts.
The Trustee and its directors, officers, employees, or agents may become the owner of or
may in good faith buy, sell, own, hold and deal in Bonds Similarly Secured and may join in any
action that any Owner of Bonds Similarly Secured may be entitled to take as fully and with the
same rights as if it were not the Trustee. The Trustee may act as depository, and permit any of its
officers or directors to act as a member of, or in any other capacity with respect to, the City or
any committee formed to protect the rights of holders of Bonds Similarly Secured or to effect or
aid in any reorganization growing out of the enforcement of the Bonds Similarly Secured or this
Indenture, whether or not such committee shall represent the holders of a majority of the Bonds
Similarly Secured.
Section 9.8. Resignation of Trustee.
The Trustee may at any time resign and be discharged of its duties and obligations
hereunder by giving not fewer than 60 days’ written notice, specifying the date when such
resignation shall take effect, to the City and each Owner of any Outstanding Bond Similarly
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Secured. Such resignation shall take effect upon the appointment of a successor as provided in
Section 9.10 and the acceptance of such appointment by such successor. Notwithstanding the
foregoing, if, after 60 days following receipt of the notice, the City has not appointed a successor
Trustee, the Trustee may apply to a court of competent jurisdiction to appoint a successor
Trustee, at no expense to the City, and such resignation shall take effect upon the court’s
appointment of a successor Trustee.
Section 9.9. Removal of Trustee.
The Trustee may be removed at any time by (i) the Owners of at least a majority in
aggregate Outstanding principal amount of the Bonds Similarly Secured by an instrument or
concurrent instruments in writing signed and acknowledged by such Owners or by their
attorneys-in-fact, duly authorized and delivered to the City, or (ii) so long as the City is not in
default under this Indenture, the City. Copies of each such instrument shall be delivered by the
City to the Trustee and any successor thereof. The Trustee may also be removed at any time for
any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in
accordance with, any provision of this Indenture with respect to the duties and obligations of the
Trustee by any court of competent jurisdiction upon the application of the City or the Owners of
not less than 10% in aggregate Outstanding principal amount of the Bonds Similarly Secured.
Section 9.10. Successor Trustee.
(a) If the Trustee shall resign, be removed, be dissolved, or become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator, or conservator of
the Trustee or of its property shall be appointed, or if any public officer shall take charge or
control of the Trustee or of its property or affairs, the position of the Trustee hereunder shall
thereupon become vacant.
(b) If the position of Trustee shall become vacant for any of the foregoing reasons or
for any other reason, a successor Trustee may be appointed within one year after any such
vacancy shall have occurred by the Owners of at least 50% of the aggregate Outstanding
principal amount of the Bonds Similarly Secured by an instrument or concurrent instruments in
writing signed and acknowledged by such Owners or their attorneys-in-fact, duly authorized and
delivered to such successor Trustee, with notification thereof being given to the predecessor
Trustee and the City.
(c) Until such successor Trustee shall have been appointed by the Owners of the
Bonds Similarly Secured, the City shall forthwith (and in no event in excess of 30 days after such
vacancy occurs) appoint a Trustee to act hereunder. Copies of any instrument of the City
providing for any such appointment shall be delivered by the City to the Trustee so appointed.
The City shall mail notice of any such appointment to each Owner of any Outstanding Bonds
Similarly Secured within 30 days after such appointment. Any appointment of a successor
Trustee made by the City immediately and without further act shall be superseded and revoked
by an appointment subsequently made by the Owners.
(c) If in a proper case no appointment of a successor Trustee shall be made within 45
days after the giving by any Trustee of any notice of resignation in accordance with Section 9.8
or after the occurrence of any other event requiring or authorizing such appointment, the Trustee
or any Owner of Bonds Similarly Secured may apply to any court of competent jurisdiction for
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the appointment of such a successor, and the court may thereupon, after such notice, if any, as
the court may deem proper, appoint such successor and the City shall be responsible for the costs
of such appointment process.
(e) Any successor Trustee appointed under the provisions of this Section shall be a
commercial bank or trust company or national banking association (i) having a capital and
surplus and undivided profits aggregating at least $50,000,000, if there be such a commercial
bank or trust company or national banking association willing and able to accept the appointment
on reasonable and customary terms, and (ii) authorized by law to perform all the duties of the
Trustee required by this Indenture.
(f) Each successor Trustee shall mail, in accordance with the provisions of the Bonds
Similarly Secured, notice of its appointment to the Trustee, any rating agency which, at the time
of such appointment, is providing a rating on the Bonds Similarly Secured and each of the
Owners of the Bonds Similarly Secured.
Section 9.11. Transfer of Rights and Property to Successor Trustee.
Any successor Trustee appointed under the provisions of Section 9.10 shall execute,
acknowledge, and deliver to its predecessor and the City an instrument in writing accepting such
appointment, and thereupon such successor, without any further act, deed, or conveyance, shall
become fully vested with all moneys, estates, properties, rights, immunities, powers, duties,
obligations, and trusts of its predecessor hereunder, with like effect as if originally appointed as
Trustee. However, the Trustee then ceasing to act shall nevertheless, on request of the City or of
such successor, execute, acknowledge, and deliver such instruments of conveyance and further
assurance and do such other things as may reasonably be required for more fully and certainly
vesting and confirming in such successor all the rights, immunities, powers, and trusts of such
Trustee and all the right, title, and interest of such Trustee in and to the Trust Estate, and, upon
the receipt of payment of its outstanding charges, shall pay over, assign, and deliver to such
successor any moneys or other properties subject to the trusts and conditions herein set forth.
Should any deed, conveyance, or instrument in writing from the City be required by such
successor for more fully and certainly vesting in and confirming to it any such moneys, estates,
properties, rights, powers, duties, or obligations, any and all such deeds, conveyances, and
instruments in writing, on request and so far as may be authorized by law, shall be executed,
acknowledged, and delivered by the City.
Section 9.12. Merger, Conversion or Consolidation of Trustee.
Any corporation or association into which the Trustee may be merged or with which it
may be consolidated or any corporation or association resulting from any merger, conversion or
consolidation to which it shall be a party or any corporation or association to which the Trustee
may sell or transfer all or substantially all of its corporate trust business shall be the successor to
such Trustee hereunder, without any further act, deed or conveyance, provided that such
corporation or association shall be a commercial bank or trust company or national banking
association qualified to be a successor to such Trustee under the provisions of Section 9.10, or a
trust company that is a wholly-owned subsidiary of any of the foregoing.
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Section 9.13. Trustee To File Continuation Statements.
Chapter 1208, Texas Government Code, applies to the issuance of the Bonds Similarly
Secured and the pledge of the Trust Estate provided herein, and such pledge is, under current
law, valid, effective and perfected. If necessary, the Trustee shall file or cause to be filed, at the
City’s expense, such continuation statements as may be delivered to the Trustee and which may
be required by the Texas Uniform Commercial Code, as from time to time in effect (the “UCC”),
in order to continue perfection of the security interest of the Trustee in such items of tangible or
intangible personal property and any fixtures as may have been granted to the Trustee pursuant
to this Indenture in the time, place and manner required by the UCC; provided unless the Trustee
is otherwise notified by the City, the Trustee may conclusively rely upon the initial filing
statements delivered to it in filing any continuation statements hereunder. The Trustee is not
responsible for the initial filing of any financing statements.
Section 9.14. Accounts, Periodic Reports and Certificates.
The Trustee shall keep or cause to be kept proper books of record and account (separate
from all other records and accounts) in which complete and correct entries shall be made of its
transactions relating to the Funds and Accounts established under the terms of the 2021
Indenture and confirmed by this Indenture and which shall at all times be subject to inspection by
the City, and the Owner or Owners of not less than 10% in principal amount of any Bonds
Similarly Secured then Outstanding or their representatives duly authorized in writing.
Section 9.15. Construction of Indenture.
The Trustee may construe any of the provisions of this Indenture insofar as the same may
appear to be ambiguous or inconsistent with any other provision hereof, and any construction of
any such provisions hereof by the Trustee in good faith shall be binding upon the Owners of the
Bonds Similarly Secured.
ARTICLE X
MODIFICATION OR AMENDMENT OF THIS INDENTURE
Section 10.1. Amendments Permitted.
(a) This Indenture and the rights and obligations of the City and of the Owners of the
Bonds Similarly Secured may be modified or amended at any time by a Supplemental Indenture,
except as provided below, pursuant to the affirmative vote at a meeting of Owners of the Bonds
Similarly Secured, or with the written consent without a meeting, of the Owners of the Bonds
Similarly Secured of at least a majority of the aggregate principal amount of the Bonds Similarly
Secured then Outstanding and City approval of such modification or amendment. No such
modification or amendment shall (i) extend the maturity of any Bond Similarly Secured or
reduce the principal of or interest rate thereon, or otherwise alter or impair the obligation of the
City to pay the principal of, and the interest and any premium on, any Bond Similarly Secured,
without the express consent of the Owner of such Bond Similarly Secured, (ii) permit the
creation by the City of any pledge or lien upon the Trust Estate, or any portion thereof, superior
to or on a parity with the pledge and lien created for the benefit of the Bonds Similarly Secured
(except for the issuance of Refunding Bonds or as otherwise permitted by Applicable Laws or
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this Indenture), or (iii) reduce the percentage of Owners of the Bonds Similarly Secured required
for the amendment hereof. Any such amendment shall not modify any of the rights or obligations
of the Trustee without its written consent.
(b) This Indenture and the rights and obligations of the City and of the Owners may
also be modified or amended at any time by a Supplemental Indenture, without the consent of
any Owners, only to the extent permitted by law, and only for anyone or more of the following
purposes:
(i) to add to the covenants and agreements of the City in this Indenture
contained, other covenants and agreements thereafter to be observed, or to limit or
surrender any right or power herein reserved to or conferred upon the City;
(ii) to make modifications not adversely affecting any Outstanding Bonds
Similarly Secured in any material respect;
(iii) to make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this Indenture,
or in regard to questions arising under this Indenture, as the City and the Trustee may
deem necessary or desirable and not inconsistent with this Indenture, and that shall not
adversely affect the rights of the Owners of the Bonds Similarly Secured;
(iv) to set forth additional provisions, if deemed necessary or advisable, in
connection with the issuance of Refunding Bonds permitted under the terms of this
Indenture; and
(v) to make such additions, deletions or modifications as may be necessary or
desirable to assure exemption from federal income taxation of interest on the Bonds.
Section 10.2. Owners’ Meetings.
The City may at any time call a meeting of the Owners of the Bonds Similarly Secured.
In such event the City is authorized to fix the time and place of said meeting and to provide for
the giving of notice thereof, and to fix and adopt reasonable rules and regulations for the conduct
of said meeting; provided, however, that the same may not conflict with the terms of this
Indenture. Without limiting the generality of the immediately preceding sentence, such rules and
regulations may not reduce the percentage of Owners of Bonds Similarly Secured required for
the amendment of this Indenture as provided herein.
Section 10.3. Procedure for Amendment with Written Consent of Owners.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture
amending the provisions of the Bonds Similarly Secured or of this Indenture, to the extent that
such amendment is permitted by Section 10.1, to take effect when and as provided in this
Section. A copy of such Supplemental Indenture, together with a request to Owners for their
consent thereto, if such consent is required pursuant to Section 10.1, shall be mailed by first class
mail, by the Trustee to each Owner of Bonds Similarly Secured from whom consent is required
under this Indenture, but failure to mail copies of such Supplemental Indenture and request shall
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not affect the validity of the Supplemental Indenture when assented to as in this Section
provided.
(b) Any Supplemental Indenture requiring the consent of the Owners shall not
become effective unless there shall be filed with the Trustee the written consents of the Owners
as required by this Indenture and a notice shall have been mailed as hereinafter in this Section
provided and the City has delivered to the Trustee an opinion of Bond Counsel to the effect that
such amendment is permitted and will not adversely affect the exclusion of interest on the Bonds
Similarly Secured from gross income for purposes of federal income taxation. Each such
consent shall be effective only if accompanied by proof of ownership of the Bonds Similarly
Secured for which such consent is given, which proof shall be such as is permitted by Section
11.6. Any such consent shall be binding upon the Owner of the Bonds Similarly Secured giving
such consent and on any subsequent Owner (whether or not such subsequent Owner has notice
thereof), unless such consent is revoked in writing by the Owner giving such consent or a
subsequent Owner by filing such revocation with the Trustee prior to the date when the notice
hereinafter in this Section provided for has been mailed.
(c) After the Owners of the required percentage of Bonds Similarly Secured shall
have filed their consents to the Supplemental Indenture, the City shall mail a notice to the
Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental
Indenture, stating in substance that the Supplemental Indenture has been consented to by the
Owners of the required percentage of Bonds Similarly Secured and will be effective as provided
in this Section (but failure to mail copies of said notice shall not affect the validity of the
Supplemental Indenture or consents thereto). Proof of the mailing of such notice shall be filed
with the Trustee. A record, consisting of the papers required by this Section 10.3 to be filed with
the Trustee, shall be proof of the matters therein stated until the contrary is proved. The
Supplemental Indenture shall become effective upon the filing with the Trustee of the proof of
mailing of such notice, and the Supplemental Indenture shall be deemed conclusively binding
(except as otherwise hereinabove specifically provided in this Article) upon the City and the
Owners of all Bonds Similarly Secured at the expiration of sixty (60) days after such filing,
except in the event of a final decree of a court of competent jurisdiction setting aside such
consent in a legal action or equitable proceeding for such purpose commenced within such sixty-
day period.
Section 10.4. Procedure for Amendment Not Requiring Owner Consent.
(a) The City and the Trustee may at any time adopt a Supplemental Indenture
amending the provisions of the Bonds Similarly Secured or of this Indenture, to the extent that
such amendment is permitted by Section 10.1, to take effect when and as provided in this
Section. The City shall direct the Trustee to provide a copy of such Supplemental Indenture,
together with a notice stating that the Supplemental Indenture does not require Owner consent,
mailed by first class mail to each Owner of Bonds Similarly Secured, but failure to mail copies
of such Supplemental Indenture shall not affect the validity of the Supplemental Indenture. The
Trustee shall retain the proof of its mailing of such notice. A record, consisting of the papers
required by this Section 10.4, shall be proof of the matters therein stated until the contrary is
proved.
(b) The Supplemental Indenture shall become effective upon the execution and
delivery of such Supplemental Indenture by the Trustee and the City, and the Supplemental
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Indenture shall be deemed conclusively binding upon the City, the Trustee and the Owners of all
Bonds Similarly Secured as of the date of such execution and delivery.
Section 10.5. Effect of Supplemental Indenture.
From and after the time any Supplemental Indenture becomes effective pursuant to this
Article X, this Indenture shall be deemed to be modified and amended in accordance therewith,
the respective rights, duties, and obligations under this Indenture of the City, the Trustee and all
Owners of Bonds Similarly Secured Outstanding shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the
terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms
and conditions of this Indenture for any and all purposes.
Section 10.6. Endorsement or Replacement of Bonds Similarly Secured Issued
After Amendments.
The City may determine that Bonds Similarly Secured issued and delivered after the
effective date of any action taken as provided in this Article X shall bear a notation, by
endorsement or otherwise, in form approved by the City, as to such action. In that case, upon
demand of the Owner of any Outstanding Bond Similarly Secured at such effective date and
presentation of his or her Bond Similarly Secured for that purpose at the designated office of the
Trustee or at such other office as the City may select and designate for that purpose, a suitable
notation shall be made on such Bond Similarly Secured. The City may determine that new Bonds
Similarly Secured, so modified as in the opinion of the City is necessary to conform to such
Owners’ action, shall be prepared, executed, and delivered. In that case, upon demand of the
Owner of any Bonds Similarly Secured then Outstanding, such new Bonds Similarly Secured
shall be exchanged at the designated office of the Trustee without cost to any Owner, for Bonds
Similarly Secured then Outstanding, upon surrender of such Bonds Similarly Secured.
Section 10.7. Amendatory Endorsement of Bonds Similarly Secured.
The provisions of this Article X shall not prevent any Owner from accepting any
amendment as to the particular Bonds Similarly Secured held by such Owner, provided that due
notation thereof is made on such Bonds Similarly Secured.
Section 10.8. Waiver of Default.
With the written consent of the Owners of at least a majority in aggregate principal
amount of the Bonds Similarly Secured then Outstanding, the Owners may waive compliance by
the City with certain past defaults under this Indenture and their consequences. Any such consent
shall be conclusive and binding upon the Owners and upon all future Owners.
Section 10.9. Execution of Supplemental Indenture.
In executing, or accepting the additional trusts created by, any Supplemental Indenture
permitted by this Article or the modification thereby of the trusts created by this Indenture, the
Trustee shall receive, and shall be fully protected in relying upon, an opinion of counsel
addressed and delivered to the Trustee and the City stating that the execution of such
Supplemental Indenture is permitted by and in compliance with this Indenture. The Trustee may,
but shall not be obligated to, enter into any such Supplemental Indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise.
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ARTICLE XI
DEFAULT AND REMEDIES
Section 11.1. Events of Default.
Each of the following occurrences or events shall be and is hereby declared to be an
“Event of Default,” to wit:
(i) The failure of the City to deposit the Pledged Revenues to the Pledged
Revenue Fund;
(ii) The failure of the City to enforce the collection of the Assessments
including the prosecution of foreclosure proceedings, in accordance with Section 7.2; and
(iii) Default in the performance or observance of any covenant, agreement or
obligation of the City under this Indenture, other than a default under (iv) below, and the
continuation thereof for a period of ninety (90) days after written notice specifying such default
and requiring same to be remedied shall have been given to the City by the Trustee, which may
give such notice in its discretion and which shall give such notice at the written request of the
Owners of not less than 51% in aggregate Outstanding principal amount of the Bonds Similarly
Secured then Outstanding; provided, however, if the default stated in the notice is capable of
cure but cannot reasonably be cured within the applicable period, the City shall be entitled to a
further extension of time reasonably necessary to remedy such default so long as corrective
action is instituted by the City within the applicable period and is diligently pursued until such
failure is corrected, but in no event for a period of time of more than one hundred eighty (180)
days after such notice.
(iv) The failure to make payment of the principal of or interest on any of the
Bonds Similarly Secured when the same becomes due and payable and such failure is not
remedied within thirty (30) days thereafter.
Section 11.2. Immediate Remedies for Default.
(a) Subject to Article VIII, upon the happening and continuance of any of the Events
of Default described in Section 11.1, then and in every such case the Trustee may proceed, and
upon the written request of the Owners of not less than 51% in aggregate Outstanding principal
amount of the Bonds Similarly Secured then Outstanding hereunder shall proceed, to protect and
enforce the rights of the Owners under this Indenture, by action seeking mandamus or by other
suit, action, or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief to the extent permitted by Applicable Laws, including, but not limited to, the specific
performance of any covenant or agreement contained herein, or injunction; provided, however,
that no action for money damages against the City may be sought or shall be permitted.
(b) PURSUANT TO SECTION 11.7, THE PRINCIPAL OF THE BONDS
SIMILARLY SECURED SHALL NOT BE SUBJECT TO ACCELERATION UNDER ANY
CIRCUMSTANCES.
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(c) If the assets of the Trust Estate are sufficient to pay all amounts due with respect
to Outstanding Bonds Similarly Secured, in the selection of Trust Estate assets to be used in the
payment of Bonds Similarly Secured due under this Article, the City shall determine, in its
absolute discretion, and shall instruct the Trustee by City Order, which Trust Estate assets shall
be applied to such payment and shall not be liable to any Owner or other Person by reason of
such selection and application. In the event that the City shall fail to deliver to the Trustee such
City Order, the Trustee shall select and liquidate or sell Trust Estate assets as provided in the
following paragraph, and shall not be liable to any Owner, or other Person, or the City by reason
of such selection, liquidation or sale.
(d) Whenever moneys are to be applied pursuant to this Article XI, irrespective of
and whether other remedies authorized under this Indenture shall have been pursued in whole or
in part, the Trustee may cause any or all of the assets of the Trust Estate, including Investment
Securities, to be sold. The Trustee may so sell the assets of the Trust Estate and all right, title,
interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at
any such place or places, and at such time or times and upon such notice and terms as the Trustee
may deem appropriate, and as may be required by law and apply the proceeds thereof in
accordance with the provisions of this Section. Upon such sale, the Trustee may make and
deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the
same, which sale shall be a perpetual bar both at law and in equity against the City, and all other
Persons claiming such properties. No purchaser at any sale shall be bound to see to the
application of the purchase money proceeds thereof or to inquire as to the authorization,
necessity, expediency, or regularity of any such sale. Nevertheless, if so requested by the
Trustee, the City shall ratify and confirm any sale or sales by executing and delivering to the
Trustee or to such purchaser or purchasers all such instruments as may be necessary or, in the
reasonable judgment of the Trustee, proper for the purpose which may be designated in such
request.
Section 11.3. Restriction on Owner’s Action.
(a) No Owner shall have any right to institute any action, suit or proceeding at law or
in equity for the enforcement of this Indenture or for the execution of any trust thereof or any
other remedy hereunder, unless (i) a default has occurred and is continuing of which the Trustee
has been notified in writing as provided in Section 11.1, or of which by such Section it is deemed
to have notice, (ii) such default has become an Event of Default and the Owners of not less than
51% of the aggregate principal amount of the Bonds Similarly Secured then Outstanding have
made written request to the Trustee and offered it reasonable opportunity either to proceed to
exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own
name, (iii) the Owners have furnished to the Trustee written evidence of indemnity as provided
in Section 9.2, (iv) the Trustee has for 60 days after such notice failed or refused to exercise the
powers hereinbefore granted, or to institute such action, suit, or proceeding in its own name,
(v) no direction inconsistent with such written request has been given to the Trustee during such
60-day period by the Owners of a majority of the aggregate principal amount of the Bonds
Similarly Secured then Outstanding, and (vi) notice of such action, suit, or proceeding is given to
the Trustee; however, no one or more Owners of the Bonds Similarly Secured shall have any
right in any manner whatsoever to affect, disturb, or prejudice this Indenture by its, his or their
action or to enforce any right hereunder except in the manner provided herein, and that all
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proceedings at law or in equity shall be instituted and maintained in the manner provided herein
and for the equal benefit of the Owners of all Bonds Similarly Secured then Outstanding. The
notification, request and furnishing of indemnity set forth above shall be conditions precedent to
the execution of the powers and trusts of this Indenture and to any action or cause of action for
the enforcement of this Indenture or for any other remedy hereunder.
(b) Subject to Article VIII, nothing in this Indenture shall affect or impair the right of
any Owner to enforce, by action at law, payment of any Bond Similarly Secured at and after the
maturity thereof, or on the date fixed for redemption or the obligation of the City to pay each
Bond Similarly Secured issued hereunder to the respective Owners thereof at the time and place,
from the source and in the manner expressed herein and in the Bonds Similarly Secured.
(c) In case the Trustee or any Owners shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee or any Owners, then and in every such case
the City, the Trustee and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such
proceedings had been taken.
Section 11.4. Application of Revenues and Other Moneys After Default.
(a) All moneys, securities, funds and Pledged Revenues and the income therefrom
received by the Trustee pursuant to any right given or action taken under the provisions of this
Article shall, after payment of the cost and expenses of the proceedings resulting in the collection
of such amounts, the expenses (including its counsel), liabilities, and advances incurred or made
by the Trustee and the fees of the Trustee in carrying out this Indenture, during the continuance
of an Event of Default, notwithstanding Section 11.2, be applied by the Trustee, on behalf of the
City, to the payment of interest and principal or Redemption Price then due on Bonds Similarly
Secured, as follows:
FIRST: To the payment to the Owners entitled thereto all installments of interest then due
in the direct order of maturity of such installments, and, if the amount available shall not
be sufficient to pay in full any installment, then to the payment thereof ratably, according
to the amounts due on such installment, to the Owners entitled thereto, without any
discrimination or preference; and
SECOND: To the payment to the Owners entitled thereto of the unpaid principal of
Outstanding Bonds Similarly Secured, or Redemption Price of any Bonds Similarly
Secured which shall have become due, whether at maturity or by call for redemption, in
the direct order of their due dates and, if the amounts available shall not be sufficient to
pay in full all the Bonds Similarly Secured due on any date, then to the payment thereof
ratably, according to the amounts of principal due and to the Owners entitled thereto,
without any discrimination or preference.
The Trustee shall make payments to the Owners pursuant to this Section 11.4 within
thirty (30) days of receipt of such good and available funds, and the record date shall be the date
the Trustee receives such good and available funds.
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(b) In the event funds are not adequate to cure any of the Events of Default described
in Section 11.1, the available funds shall be allocated to the Bonds Similarly Secured that are
Outstanding in proportion to the quantity of Bonds Similarly Secured that are currently due and
in default under the terms of this Indenture.
(c) The restoration of the City to its prior position after any and all defaults have been
cured, as provided in Section 11.3, shall not extend to or affect any subsequent default under this
Indenture or impair any right consequent thereon.
Section 11.5. Effect of Waiver.
No delay or omission of the Trustee, or any Owner, to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and every power and remedy given by this
Indenture to the Trustee or the Owners, respectively, may be exercised from time to time and as
often as may be deemed expedient.
Section 11.6. Evidence of Ownership of Bonds Similarly Secured.
(a) Any request, consent, revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by the Owners may be in one or more
instruments of similar tenor, and shall be signed or executed by such Owners in person or by
their attorneys duly appointed in writing. Proof of the execution of any such instrument, or of
any instrument appointing any such attorney, or the holding by any Person of the Bonds
Similarly Secured shall be sufficient for any purpose of this Indenture (except as otherwise
herein expressly provided) if made in the following manner:
(i) The fact and date of the execution of such instruments by any Owner of
Bonds Similarly Secured or the duly appointed attorney authorized to act on behalf of
such Owner may be provided by a guarantee of the signature thereon by a bank or trust
company or by the certificate of any notary public or other officer authorized to take
acknowledgments of deeds, that the Person signing such request or other instrument
acknowledged to him the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other officer. Where such
execution is by an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such signature guarantee,
certificate, or affidavit shall also constitute sufficient proof of his authority.
(ii) The ownership of Bonds Similarly Secured and the amount, numbers and
other identification and date of holding the same shall be proved by the Register.
(b) Except as otherwise provided in this Indenture with respect to revocation of a
consent, any request or consent by an Owner of any Bond Similarly Secured shall bind all future
Owners of the same Bond Similarly Secured in respect of anything done or suffered to be done
by the City or the Trustee in accordance therewith.
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Section 11.7. No Acceleration.
In the event of the occurrence of an Event of Default under Section 11.1, the right of
acceleration of any Stated Maturity is not granted as a remedy hereunder and the right of
acceleration under this Indenture is expressly denied.
Section 11.8. Mailing of Notice.
Any provision in this Article for the mailing of a notice or other document to Owners
shall be fully complied with if it is mailed, first class postage prepaid, only to each Owner at the
address appearing upon the Register.
Section 11.9. Exclusion of Bonds Similarly Secured.
Bonds Similarly Secured owned or held by or for the account of the City will not be
deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding
Bonds Similarly Secured provided for in this Indenture, and the City shall not be entitled with
respect to such Bonds Similarly Secured to give any consent or take any other action provided
for in this Indenture.
ARTICLE XII
GENERAL COVENANTS AND REPRESENTATIONS
Section 12.1. Representations as to Trust Estate.
(a) The City represents and warrants that it is authorized by Applicable Laws to
authorize and issue the Bonds Similarly Secured, to execute and deliver this Indenture and to
pledge the Trust Estate in the manner and to the extent provided in this Indenture, and that the
Trust Estate is and will be and remain free and clear of any pledge, lien, charge, or encumbrance
thereon or with respect thereto prior to, or of equal rank with, the pledge and lien created in or
authorized by this Indenture except as expressly provided herein.
(b) The City shall at all times, to the extent permitted by Applicable Laws, defend,
preserve and protect the pledge of the Trust Estate and all the rights of the Owners and the
Trustee, under this Indenture against all claims and demands of all Persons whomsoever.
(c) Subject to Section 7.2(d), the City will take all steps reasonably necessary and
appropriate, and will provide written direction to the Trustee to take all steps reasonably
necessary and appropriate, to collect all delinquencies in the collection of the Assessments and
any other amounts pledged to the payment of the Bonds Similarly Secured to the fullest extent
permitted by the PID Act and other Applicable Laws.
Section 12.2. General.
The City shall do and perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the City under the provisions of this
Indenture.
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ARTICLE XIII
SPECIAL COVENANTS
Section 13.1. Further Assurances; Due Performance.
(a) At any and all times the City will duly execute, acknowledge and deliver, or will
cause to be done, executed and delivered, all and every such further acts, conveyances, transfers,
and assurances in a manner as the Trustee shall reasonably require for better conveying,
transferring, pledging, and confirming unto the Trustee, all and singular, the revenues, Funds,
Accounts and properties constituting the Pledged Revenues, and the Trust Estate hereby
transferred and pledged, or intended so to be transferred and pledged.
(b) The City will duly and punctually keep, observe and perform each and every
term, covenant and condition on its part to be kept, observed and performed, contained in this
Indenture.
Section 13.2. Other Obligations or Liens; Refunding Bonds.
(a) The City reserves the right, subject to the provisions contained in this
Section 13.2, to issue or incur bonds, notes or other obligations under other indentures,
assessment ordinances, or similar agreements or other obligations which do not constitute or
create a lien on the Trust Estate and are not payable from the Trust Estate, or any portion thereof.
(b) Other than Refunding Bonds issued to refund all or a portion of the Bonds
Similarly Secured, the City will not create or voluntarily permit to be created any debt, lien or
charge on the Trust Estate, or any portion thereof, and will not do or omit to do or suffer to be
done or omit to be done any matter or things whatsoever whereby the lien of this Indenture or the
priority hereof might or could be lost or impaired.
(c) Notwithstanding any contrary provision of this Indenture, the City shall not issue
additional bonds, notes or other obligations under this Indenture, secured by any pledge of or
other lien or charge on the Pledged Revenues or other property pledged under this Indenture,
other than Refunding Bonds. The City reserves the right to issue Refunding Bonds, the proceeds
of which would be utilized to refund all or any portion of the Outstanding Bonds Similarly
Secured or Outstanding Refunding Bonds and to pay all costs incident to the Refunding Bonds,
as authorized by the laws of the State.
Section 13.3. Books of Record.
(a) The City shall cause to be kept full and proper books of record and accounts, in
which full, true and proper entries will be made of all dealings, business and affairs of the City,
which relate to the Trust Estate and the Bonds Similarly Secured.
(b) The Trustee shall have no responsibility with respect to the financial and other
information received by it pursuant to this Section 13.3 except to receive and retain same, subject
to the Trustee’s document retention policies, and to distribute the same in accordance with the
provisions of this Indenture.
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ARTICLE XIV
PAYMENT AND CANCELLATION OF THE BONDS SIMILARLY SECURED AND
SATISFACTION OF THE INDENTURE
Section 14.1. Trust Irrevocable.
The trust previously created and herein confirmed by the terms and provisions of this
Indenture is irrevocable until the Bonds Similarly Secured that are secured hereby are fully paid
or provision is made for their payment as provided in this Article.
Section 14.2. Satisfaction of Indenture.
If the City shall pay or cause to be paid, or there shall otherwise be paid to the Owners,
principal of and interest on all of the Bonds Similarly Secured, at the times and in the manner
stipulated in this Indenture, and all amounts due and owing with respect to the Bonds Similarly
Secured have been paid or provided for, then the pledge of the Trust Estate and all covenants,
agreements, and other obligations of the City to the Owners of such Bonds Similarly Secured,
shall thereupon cease, terminate, and become void and be discharged and satisfied. In such event,
the Trustee shall execute and deliver to the City copies of all such documents as it may have
evidencing that principal of and interest on all of the Bonds Similarly Secured has been paid so
that the City may determine if this Indenture is satisfied; if so, the Trustee shall pay over or
deliver all moneys held by it in the Funds and Accounts held hereunder to the Person entitled to
receive such amounts, or, if no Person is entitled to receive such amounts, then to the City.
Section 14.3. Bonds Similarly Secured Deemed Paid.
(a) Any Outstanding Bonds Similarly Secured shall, prior to the Stated Maturity or
redemption date thereof, be deemed to have been paid and no longer Outstanding within the
meaning of this Indenture (a “Defeased Debt”), and particularly this Article XIV, when payment
of the principal of, premium, if any, on such Defeased Debt, plus interest thereon to the due date
thereof (whether such due date be by reason of maturity, redemption, or otherwise), either (1)
shall have been made in accordance with the terms thereof, or (2) shall have been provided by
irrevocably depositing with the Trustee, in trust, and irrevocably set aside exclusively for such
payment, (A) money sufficient to make such payment or (B) Defeasance Securities that mature
as to principal and interest in such amount and at such times as will insure the availability,
without reinvestment, of sufficient money to make such payment, and all necessary and proper
fees, compensation, and expenses of the Trustee pertaining to the Bonds Similarly Secured with
respect to which such deposit is made shall have been paid or the payment thereof provided for
to the satisfaction of the Trustee. Neither Defeasance Securities nor moneys deposited with the
Trustee pursuant to this Section nor principal or interest payments on any such Defeasance
Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and interest on the Bonds Similarly Secured and shall not be part
of the Trust Estate. Any cash received from such principal of and interest on such Defeasance
Securities deposited with the Trustee, if not then needed for such purpose, shall be reinvested in
Defeasance Securities as directed by the City maturing at times and in amounts sufficient to pay
when due the principal of and interest on the Bonds Similarly Secured on and prior to such
redemption date or maturity date thereof, as the case may be. Any payment for Defeasance
Securities purchased for the purpose of reinvesting cash as aforesaid shall be made only against
delivery of such Defeasance Securities.
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(b) Any determination not to redeem Defeased Debt that is made in conjunction with
the payment arrangements specified in Sections 14.3(a)(1) or 14.3(a)(2) shall not be irrevocable,
provided that: (1) in the proceedings providing for such defeasance, the City expressly reserves
the right to call the Defeased Debt for redemption; (2) the City gives notice of the reservation of
that right to the Owners of the Defeased Debt immediately following the defeasance; (3) the City
directs that notice of the reservation be included in any defeasance or redemption notices that it
authorizes; and (4) at or prior to the time of the redemption, the City satisfies the conditions of
clause (a) of this Section 14.3 with respect to such Defeased Debt as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the
redemption into account in determining the sufficiency of the provisions made for the payment
of the Defeased Debt.
(c) Until all Defeased Debt shall have become due and payable, the Trustee and the
Paying Agent/Registrar each shall perform the services of Trustee and Paying Agent/Registrar
for such Defeased Debt the same as if they had not been defeased, and the City shall make
proper arrangements to provide and pay for such services as required by this Indenture.
ARTICLE XV
MISCELLANEOUS
Section 15.1. Benefits of Indenture Limited to Parties.
Nothing in this Indenture, expressed or implied, is intended to give to any Person other
than the City, the Trustee and the Owners, any right, remedy, or claim under or by reason of this
Indenture. Any covenants, stipulations, promises or agreements in this Indenture by and on
behalf of the City shall be for the sole and exclusive benefit of the Owners and the Trustee.
Section 15.2. Successor is Deemed Included in All References to Predecessor.
Whenever in this Indenture or any Supplemental Indenture either the City or the Trustee
is named or referred to, such reference shall be deemed to include the successors or assigns
thereof, and all the covenants and agreements in this Indenture contained by or on behalf of the
City or the Trustee shall bind and inure to the benefit of the respective successors and assigns
thereof whether so expressed or not.
Section 15.3. Execution of Documents and Proof of Ownership by Owners.
(a) Any request, declaration, or other instrument which this Indenture may require or
permit to be executed by Owners may be in one or more instruments of similar tenor, and shall
be executed by Owners in person or by their attorneys duly appointed in writing.
(b) Except as otherwise expressly provided herein, the fact and date of the execution
by any Owner or his attorney of such request, declaration, or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the Person signing such request, declaration, or other instrument or writing
acknowledged to him the execution thereof, or by an affidavit of a witness of such execution,
duly sworn to before such notary public or other officer.
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(c) Except as otherwise herein expressly provided, the ownership of registered Bonds
Similarly Secured and the amount, maturity, number, and date of holding the same shall be
proved by the Register.
(d) Any request, declaration or other instrument or writing of the Owner of any Bond
Similarly Secured shall bind all future Owners of such Bond Similarly Secured in respect of
anything done or suffered to be done by the City or the Trustee in good faith and in accordance
therewith.
Section 15.4. No Waiver of Personal Liability.
No member, officer, agent, or employee of the City shall be individually or personally
liable for the payment of the principal of, or interest or any premium on, the Bonds Similarly
Secured; but nothing herein contained shall relieve any such member, officer, agent, or employee
from the performance of any official duty provided by law.
Section 15.5. Notices to and Demands on City and Trustee.
(a) Except as otherwise expressly provided herein, all notices or other instruments
required or permitted under this Indenture shall be in writing and shall be faxed, delivered by
hand, or mailed by first class mail, postage prepaid, and addressed as follows:
If to the City City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Attn: Director of Finance
Telephone: (972) 924-3325
If to the Trustee, initially also acting in
the capacity of Paying Agent/Registrar
Regions Bank
3773 Richmond Avenue, Suite 1100
Houston, Texas 77046
Attn: Corporate Trust Administration
Telephone: (713) 244-8041
(b) Any such notice, demand, or request may also be transmitted to the appropriate
party by telegram or telephone and shall be deemed to be properly given or made at the time of
such transmission if, and only if, such transmission of notice shall be confirmed in writing and
sent as specified above.
(c) Any of such addresses may be changed at any time upon written notice of such
change given to the other party by the parry effecting the change. Notices and consents given by
mail in accordance with this Section shall be deemed to have been given five Business Days after
the date of dispatch; notices and consents given by any other means shall be deemed to have
been given when received.
83
(d) The Trustee shall mail to each Owner of a Bond Similarly Secured notice of the
redemption or defeasance of all Outstanding Bonds Similarly Secured.
Section 15.6. Partial Invalidity.
If any Section, paragraph, sentence, clause, or phrase of this Indenture shall for any
reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining
portions of this Indenture. The City hereby declares that it would have adopted this Indenture and
each and every other Section, paragraph, sentence, clause, or phrase hereof and authorized the
issue of the Bonds Similarly Secured pursuant thereto irrespective of the fact that anyone or
more Sections, paragraphs, sentences, clauses, or phrases of this Indenture may be held illegal,
invalid, or unenforceable.
Section 15.7. Applicable Laws.
This Indenture shall be governed by and enforced in accordance with the laws of the
State applicable to contracts made and performed in the State.
Section 15.8. Payment on Business Day.
In any case where the date of the maturity of interest or of principal (and premium, if
any) of the Bonds Similarly Secured or the date fixed for redemption of any Bonds Similarly
Secured or the date any action is to be taken pursuant to this Indenture is other than a Business
Day, the payment of interest or principal (and premium, if any) or the action need not be made
on such date but may be made on the next succeeding day that is a Business Day with the same
force and effect as if made on the date required and no interest shall accrue for the period from
and after such date.
Section 15.9. Construction, Funding and Acquisition Agreement Amendments and
Supplements.
The City and the Developer may amend and supplement the Construction, Funding and
Acquisition Agreement and the Reimbursement Agreement from time to time without the
consent or approval of the Owners or the Trustee.
Section 15.10. Counterparts.
This Indenture may be executed in counterparts, each of which shall be deemed an
original.
Section 15.11. Texas Government Code Verifications.
(a) The Trustee makes the following representations and covenants pursuant to
Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as amended (the “Government
Code”), in entering into this Indenture. As used in such verifications, “affiliate” means an entity
that controls, is controlled by, or is under common control with the Trustee within the meaning
of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any
such verification during the term of this Indenture shall survive until barred by the applicable
statute of limitations, and shall not be liquidated or otherwise limited by any provision of this
Indenture, notwithstanding anything in this Indenture to the contrary.
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(1) Not a Sanctioned Company. The Trustee represents that neither it nor any
of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a
company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The
foregoing representation excludes the Trustee and each of its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, that the United States
government has affirmatively declared to be excluded from its federal sanctions regime
relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist
organization.
(2) No Boycott of Israel. The Trustee hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Indenture. As used in the
foregoing verification, “boycott Israel” has the meaning provided in Section 2271.001,
Government Code.
(3) No Discrimination Against Firearm Entities. The Trustee hereby verifies
that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Indenture. As used in
the foregoing verification, “discriminate against a firearm entity or firearm trade
association” has the meaning provided in Section 2274.001(3), Government Code.
(4) No Boycott of Energy Companies. The Trustee hereby verifies that it and
its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,
do not boycott energy companies and will not boycott energy companies during the term
of this Indenture. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code.
[Remainder of page left blank intentionally]
IN WITNESS WHEREOF, the City and the Trustee have caused this Indenture of Trust
to be executed as of the date hereof.
CITY OF ANNA, TEXAS
By: ___________________________
Pete Cain, Mayor
City of Anna, Texas
Attest:
_________________________
Carrie L. Land, City Secretary
City of Anna, Texas
(CITY SEAL)
City Signature Page to Indenture of Trust
REGIONS BANK,
as Trustee
By: ___________________________
Authorized Officer
Trustee Signature Page to Indenture of Trust
A-1
EXHIBIT A
DESCRIPTION OF THE PROPERTY WITHIN
IMPROVEMENT AREA #1 OF THE SHERLEY TRACT PUBLIC IMPROVEMENT
DISTRICT NO. 2
LEGAL DESCRIPTION
109.402 ACRES
TRACT 1 (65.070 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509,
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J.
ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN
COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325,
LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC
RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA
325, LLC BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE
CREEK, LLC RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.;
THENCE N 00° 42' 12” W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM
ANNA 325 TRACT;
N 89° 17' 48” E, 110.00 FEET;
N 00° 42' 12” W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL
ANGLE OF 32° 59' 01”, HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N
15° 47' 19” E, 298.07 FEET;
N 32° 16' 49” E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE
OF 00° 30' 48”, HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58'
35” W, 7.44 FEET;
N 57° 43' 11” W, 162.85 FEET;
S 32° 16' 50” W, 605.17 FEET;
THENCE S 88° 18' 50” W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES:
A-2
N 45° 08' 58” W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL
ANGLE OF 22° 45' 50”, HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS
N 40° 23' 55” E, 517.04 FEET;
N 60° 58' 59” W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL
ANGLE OF 44° 28' 21”, HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS
S 51° 15' 12” W, 900.66 FEET;
S 16° 30' 37” E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL
ANGLE OF 01° 11' 24”, HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS
S 74° 05' 05” W, 27.21 FEET;
S 31° 32' 06” W, 43.31 FEET;
S 12° 15' 52” E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE S 89° 05' 29” W, 95.27 FEET;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC
THE FOLLOWING BEARINGS AND DISTANCES:
N 56° 03' 28” W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL
ANGLE OF 01° 11' 26”, HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS
S 81° 23' 55” W, 27.22 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 08° 00' 22” W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL
ANGLE OF 07° 05' 51”, HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS
S 85° 32' 34” W, 147.31 FEET;
S 89° 05' 29” W, 1,229.11 FEET;
N 45° 54' 31” W, 42.43 FEET;
N 00° 54' 31” W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL
ANGLE OF 12° 07' 49”, HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N
05° 09' 24” E, 139.47 FEET;
N 11° 13' 18” E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
A-3
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL
ANGLE OF 07° 14' 23”, HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N
14° 50' 30” E, 101.02 FEET;
N 20° 08' 12” E, 50.00 FEET;
N 21° 08' 00” E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL
ANGLE OF 27° 42' 51”, HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N
07° 16' 34” E, 301.77 FEET;
N 83° 25' 09” E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE
OF 02° 28' 08”, HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48'
55” W, 32.75 FEET;
N 80° 57' 01” E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL
ANGLE OF 01° 24' 53”, HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S
08° 20' 32” E, 20.00 FEET;
N 83° 35' 40” E, 67.70 FEET;
S 87° 45' 57” E, 468.26 FEET;
S 87° 55' 48” E, 10.60 FEET;
N 01° 44' 03” E, 20.00 FEET;
S 88° 15' 57” E, 50.00 FEET;
S 01° 44' 03” W, 23.48 FEET;
N 89° 15' 16” E, 160.00 FEET;
N 84° 17' 59” E, 91.31 FEET;
N 81° 10' 42” E, 54.72 FEET;
N 75° 20' 06” E, 60.71 FEET;
N 70° 47' 30” E, 41.34 FEET;
N 66° 36' 18” E, 49.56 FEET;
N 61° 16' 50” E, 59.24 FEET;
N 56° 58' 45” E, 50.71 FEET;
N 55° 47' 22” E, 49.81 FEET;
N 58° 06' 52” E, 47.94 FEET;
A-4
N 57° 16' 20” E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL
ANGLE OF 01° 34' 15”, HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS
N 28° 47' 28” W, 32.90 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 61° 59' 39” E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE
OF 02° 17' 04”, HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29°
08' 53” E, 45.85 FEET;
N 59° 42' 35” E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL
ANGLE OF 24° 08' 52”, HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS
S 42° 21' 09” E, 430.90 FEET;
S 54° 25' 35” E, 89.54 FEET;
N 24° 51' 49” E, 70.52 FEET;
S 64° 05' 47” E, 100.01 FEET;
S 65° 13' 30” E, 75.00 FEET;
N 69° 45' 54” E, 42.43 FEET;
N 24° 45' 54” E, 22.77 FEET;
S 65° 14' 06” E, 120.00 FEET;
S 24° 45' 54” W, 23.65 FEET;
S 19° 10' 53” E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL
ANGLE OF 05° 31' 37”, HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS
S 59° 58' 35” E, 96.43 FEET;
N 24° 45' 54” E, 31.64 FEET;
S 58° 13' 31” E, 50.38 FEET;
S 24° 45' 54” W, 33.83 FEET;
S 55° 20' 20” E, 104.47 FEET;
S 57° 43' 11” E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57”, 444.37 FEET HAVING A RADIUS OF
770.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 15' 09” E, 438.23 FEET TO THE
BEGINNING OF A CURVE TO THE RIGHT;
A-5
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL
ANGLE OF 07° 37' 35”, HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N
07° 38' 20” E, 49.88 FEET;
S 78° 32' 52” E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24”, 37.57 FEET HAVING A RADIUS OF 325.00
FEET, AND A LONG CHORD WHICH BEARS S 08° 08' 26” W, 37.55 FEET TO THE BEGINNING OF A
CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE
OF 05° 17' 53”, HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48'
59” E, 71.18 FEET;
N 80° 10' 03” E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL
ANGLE OF 03° 06' 19”, HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS
N 04° 30' 13” W, 56.36 FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 87° 02' 56” E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL
ANGLE OF 11° 26' 03”, HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S
08° 40' 05” E, 191.26 FEET;
S 14° 23' 07” E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL
ANGLE OF 12° 23' 42”, HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S
08° 11' 16” E, 100.40 FEET;
S 01° 59' 25” E, 283.25 FEET;
THENCE S 89° 04' 42” W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457
SQUARE FEET OR 65.070 ACRES MORE OR LESS;
TRACT 2 (44.332 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509,
THE J. BOYLE SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J.
ELLET SURVEY, ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN
COUNTY, TEXAS, BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325,
LLC TRACT 1 RECORDED IN INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC
RECORDS OF COLLIN COUNTY, TEXAS (O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY
METES AND BOUNDS AS FOLLOWS:
A-6
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED
IN INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS
(P.R.C.C.T.) AND BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT;
THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID
MM ANNA 325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 89° 47' 13” E, 602.59 FEET;
N 88° 59' 00” E, 461.54 FEET;
THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE
FOLLOWING BEARINGS AND DISTANCES:
S 01° 10' 22” E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL
ANGLE OF 31° 31' 24”, HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS
S 40° 31' 36” W, 1010.49 FEET;
S 24° 45' 54” W, 220.34 FEET;
S 24° 45' 54” W, 22.77 FEET;
S 69° 45' 54” W, 42.43 FEET;
N 65° 13' 30” W, 75.00 FEET;
N 64° 05' 47” W, 100.01 FEET;
S 24° 51' 49” W, 70.52 FEET;
N 54° 25' 35” W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL
ANGLE OF 24° 08' 52”, HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS
N 42° 21' 09” W, 430.90 FEET;
S 59° 42' 35” W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL
ANGLE OF 02° 17' 04”, HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS
N 29° 08' 53” W, 45.85 FEET;
S 61° 59' 39” W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE
OF 01° 34' 15”, HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28°
47' 28” E, 32.90 FEET;
S 57° 16' 20” W, 66.93 FEET;
S 58° 06' 52” W, 47.94 FEET;
A-7
S 55° 47' 22” W, 49.81 FEET;
S 56° 58' 45” W, 50.71 FEET;
S 61° 16' 50” W, 59.24 FEET;
S 66° 36' 18” W, 49.56 FEET;
S 70° 47' 30” W, 41.34 FEET;
S 75° 20' 06” W, 60.71 FEET;
S 81° 10' 42” W, 54.72 FEET;
S 84° 17' 59” W, 91.31 FEET;
S 89° 15' 16” W, 160.00 FEET;
N 01° 44' 03” E, 23.48 FEET;
N 01° 44' 03” E, 104.07 FEET;
S 88° 15' 57” E, 10.50 FEET;
N 01° 44' 03” E, 50.00 FEET;
N 88° 15' 57” W, 109.33 FEET;
N 01° 44' 03” E, 130.00 FEET;
N 00° 53' 08” E, 401.03 FEET;
N 68° 31' 37” E, 311.47 FEET;
N 27° 44' 36” E, 271.58 FEET;
N 78° 55' 21” E, 359.52 FEET;
N 89° 19' 48” E, 60.00 FEET;
N 89° 19' 48” E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING;
THENCE S 00° 05' 05” E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE
FEET OR 44.332 ACRES MORE OR LESS.
B-1
EXHIBIT B
BOND PURCHASE AGREEMENT
707773617v2
$[PAR AMOUNT]
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREA #1 PROJECT)
BOND PURCHASE AGREEMENT
August 26, 2025
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
Ladies and Gentlemen:
The undersigned, FMSbonds, Inc. (the “Underwriter”), offers to enter into this Bond
Purchase Agreement (this “Agreement”) with the City of Anna, Texas (the “City”), which will be
binding upon the City and the Underwriter upon the acceptance of this Agreement by the City.
This offer is made subject to its acceptance by the City by execution of this Agreement and its
delivery to the Underwriter on or before 10:00 p.m., Central Time, on the date hereof and, if not
so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the
City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the Indenture (defined herein)
between the City and Regions Bank, an Alabama state banking corporation with offices in
Houston, Texas, as trustee (the “Trustee”), authorizing the issuance of the Bonds (defined herein),
and in the Official Statement (defined herein).
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis
of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees
to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less
than all) of the $[PAR AMOUNT] aggregate principal amount of the “City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2025 (Sherley Tract Public Improvement District No. 2
Improvement Area #1 Project)” (the “Bonds”), at a purchase price of $__________ (representing
the aggregate principal amount of the Bonds less an original issue discount of $__________ and
an Underwriter’s discount of $__________).
Inasmuch as the purchase and sale represents a negotiated transaction, the City
understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or
fiduciary of the City (including, without limitation, a Municipal Advisor (as such term is defined
in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), but rather
is acting solely in its capacity as Underwriter for its own account. The City acknowledges and
2
agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length
commercial transaction between the City and the Underwriter and the Underwriter has financial
and other interests that differ from any other party to this Agreement, (ii) in connection therewith
and with the discussions, undertakings, and procedures leading up to the consummation of this
transaction, the Underwriter is and has been acting solely as a principal and is not acting as the
agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not
assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering
described herein or the discussions, undertakings, and procedures leading thereto (regardless of
whether the Underwriter has provided other services or is currently providing other services to the
City on other matters) and the Underwriter has no obligation to the City with respect to the offering
described herein except the obligations expressly set forth in this Agreement, (iv) the City has
consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v)
the Underwriter has financial and other interests that differ from those of the City, and (vi) the
Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities
Rulemaking Board (“MSRB”), which have been received by the City. The City further
acknowledges and agrees that following the issuance and delivery of the Bonds, the Underwriter
has indicated that it may have periodic discussions with the City regarding the expenditure of Bond
proceeds and the construction of the Improvement Area #1 Projects (as defined in the Service and
Assessment Plan) financed with the Bonds and, in connection with such discussions, the
Underwriter shall be acting solely as a principal and will not be acting as the agent or fiduciary of,
and will not be assuming an advisory or fiduciary responsibility in favor of, the City.
The Bonds shall be dated September 1, 2025 and shall have the maturities and redemption
features, if any, and bear interest at the rates per annum shown on Schedule I hereto. Payment for
and delivery of the Bonds, and the other actions described herein, shall take place on September
23, 2025 (or such other date as may be agreed to by the City and the Underwriter) (the “Closing
Date”).
2. Authorization Instruments and Law. The Bonds were authorized by an Ordinance
enacted by the City Council of the City (the “City Council”) on August 26, 2025 (the “Bond
Ordinance”) and shall be issued pursuant to the provisions of Subchapter A of Chapter 372, Texas
Local Government Code, as amended (the “Act”), and the Amended and Restated Indenture of
Trust, dated as of September 1, 2025, between the City and the Trustee, authorizing the issuance
of the Bonds (the “Indenture”). The Bonds shall be substantially in the form described in, and
shall be secured under the provisions of, the Indenture.
The Bonds and interest thereon shall be secured by the proceeds of Assessments (as such
term is defined in the Official Statement) levied on the assessable parcels within Improvement
Area #1 of the Sherley Tract Public Improvement District No. 2 (the “District”). The District was
established by a resolution enacted by the City Council on December 8, 2020 (the “Creation
Resolution”), in accordance with the Act. A Service and Assessment Plan which sets forth the
costs of the Improvement Area #1 Projects and the method of payment of the Assessments was
adopted pursuant to an ordinance of the City Council on July 27, 2021 (the “Assessment
Ordinance”) and the Service and Assessment Plan was amended and rested pursuant to a separate
ordinance (the “A&R SAP Ordinance” and, together with the Creation Resolution, the Indenture,
the Assessment Ordinance, and the Bond Ordinance, the “Authorizing Documents”) and such
3
document, as so updated, is referred to herein as the “Service and Assessment Plan”. The Bonds
shall be further secured by certain applicable funds and accounts created under the Indenture.
The Bonds shall be as described in Schedule I, the Indenture, and the Official Statement.
The proceeds of the Bonds shall be used for (i) paying a portion of the Improvement Area #1
Project Costs, (ii) funding a reserve fund for payment of principal and interest on the 2025 Bonds,
and (iii) paying the costs of issuance of the 2025 Bonds.
3. Public Offering. The Underwriter agrees to make a bona fide public offering of all
of the Bonds in accordance with Section 11 hereof. On or before the third (3rd) business day prior
to the Closing Date, the Underwriter shall execute and deliver to Bond Counsel the Issue Price
Certificate, in substantially the form attached hereto as Appendix B.
4. Official Statement.
(a) Delivery of Official Statement. The City previously has delivered, or
caused to be delivered, to the Underwriter the Preliminary Official Statement for the Bonds
dated [POS DATE], 2025, (the “Preliminary Official Statement”), in a “designated
electronic format,” as defined in the MSRB Rule G-32 (“Rule G-32”). The City will
prepare, or cause to be prepared, a final Official Statement relating to the Bonds (the
“Official Statement”) which will be (i) dated the date of this Agreement, (ii) complete
within the meaning of the United States Securities and Exchange Commission’s Rule 15c2-
12, as amended (“Rule 15c2-12”), (iii) in a “designated electronic format,” and
(iv) substantially in the form of the most recent version of the Preliminary Official
Statement provided to the Underwriter before the execution hereof, except for the inclusion
of the information permitted to be excluded from the Preliminary Official Statement by
Section (b)(1) of Rule 15c2-12. The Official Statement, including the cover page thereto,
all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and
statements included or incorporated therein or attached thereto, and all amendments and
supplements thereto that may be authorized for use with respect to the Bonds are
collectively referred to herein as the “Official Statement.” Until the Official Statement has
been prepared and is available for distribution, the City shall provide to the Underwriter
sufficient quantities (which may be in electronic format) of the Preliminary Official
Statement as the Underwriter reasonably deems necessary to satisfy the obligation of the
Underwriter under Rule 15c2-12 with respect to distribution to each potential customer,
upon request, of a copy of the Preliminary Official Statement.
(b) Preliminary Official Statement Deemed Final. The Preliminary Official
Statement has been prepared for use by the Underwriter in connection with the offering,
sale, and distribution of the Bonds. The City hereby represents and warrants that the
Preliminary Official Statement has been deemed final by the City as of its date, except for
the omission of such information which is dependent upon the final pricing of the Bonds
for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12.
(c) Use of Official Statement in Offering and Sale. The City hereby authorizes
the Official Statement and the information therein contained to be used by the Underwriter
in connection with the offering and the sale of the Bonds. The City consents to the use by
4
the Underwriter prior to the date hereof of the Preliminary Official Statement in connection
with the offering of the Bonds. The City shall provide, or cause to be provided, to the
Underwriter as soon as practicable after the date of the City’s acceptance of this Agreement
(but, in any event, not later than the earlier of the Closing Date or seven (7) business days
after the City’s acceptance of this Agreement) copies of the Official Statement which is
complete as of the date of its delivery to the Underwriter. The City shall provide the
Official Statement, or cause the Official Statement to be provided, (i) in a “designated
electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed
format in such quantity as the Underwriter shall reasonably request in order for the
Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.
(d) Updating of Official Statement. If, after the date of this Agreement, up to
and including the date the Underwriter is no longer required to provide a Official Statement
to potential customers who request the same pursuant to Rule 15c2-12 (the earlier of (i)
ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-12)
and (ii) the time when the Official Statement is available to any person from the MSRB,
but in no case less than the 25th day after the “end of the underwriting period” for the
Bonds), the City becomes aware of any fact or event which might or would cause the
Official Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading, or if it is necessary to amend or supplement the Official Statement to
comply with law, the City will notify the Underwriter (and for the purposes of this clause
provide the Underwriter with such information as it may from time to time reasonably
request), and if, in the reasonable judgment of the Underwriter, such fact or event requires
preparation and publication of a supplement or amendment to the Official Statement, the
City will forthwith prepare and furnish, at no expense to the Underwriter (in a form and
manner approved by the Underwriter), either an amendment or a supplement to the Official
Statement so that the statements therein as so amended and supplemented will not contain
any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading or so that the Official Statement will comply with
law; provided, however, that for all purposes of this Agreement and any certificate
delivered by the City in accordance herewith, (i) the City makes no representations with
respect to the descriptions in the Preliminary Official Statement or the Official Statement
of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only
system, and (ii) the City makes no representation with respect to the information in the
Preliminary Official Statement or the Official Statement under the captions and
subcaptions “PLAN OF FINANCE — Development Plan and Status of Development in
Improvement Area #1,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT
AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,”
“BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement Area
#1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS —
Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and
“INFORMATION RELATING TO THE TRUSTEE.” If such notification shall be
subsequent to the Closing Date, the City, at no expense to the Underwriter, shall furnish
such legal opinions, certificates, instruments, and other documents as the Underwriter may
5
reasonably deem necessary to evidence the truth and accuracy of such supplement or
amendment to the Official Statement. The City shall provide any such amendment or
supplement, or cause any such amendment or supplement to be provided, (i) in a
“designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a
printed format in such quantity as the Underwriter shall reasonably request in order for the
Underwriter to comply with Section (b)(4) of Rule 15c2-12 and the rules of the MSRB.
(e) Filing with MSRB. The Underwriter hereby agrees to timely file the
Official Statement with the MSRB through its Electronic Municipal Market Access
(“EMMA”) system within one business day after receipt but no later than the Closing Date.
Unless otherwise notified in writing by the Underwriter, the City can assume that the “end
of the underwriting period” for purposes of Rule 15c2-12 is the Closing Date.
5. City Representations, Warranties and Covenants. The City represents, warrants and
covenants that:
(a) Due Organization, Existence and Authority. The City is a political
subdivision of the State of Texas (the “State”), and has, and at the Closing Date will have,
full legal right, power and authority:
(i) to enter into:
(1) this Agreement;
(2) the Indenture;
(3) the Sherley Tract Subdivision Improvement Agreement
between the City, BFB Ana 40 Acres, LLC (“BFB Ana”) and MM Anna
325, LLC, a Texas limited liability company (the “Developer”) effective as
June 9, 2020, as amended by that First Amended Sherley Tract Subdivision
Improvement Agreement effective as of July 14, 2020, as further amended
(together, the “Development Agreement”);
(4) Sherley Tract Public Improvement District No. 2
Improvement Area #1 Reimbursement Agreement, effective July 27, 2021,
and executed and delivered by the City and the Developer (the
“Reimbursement Agreement”);
(5) Sherley Tract Public Improvement District No. 2
Improvement Area #1 Construction, Funding and Acquisition Agreement,
effective July 27, 2021, and executed and delivered by the City and the
Developer (the “CFA Agreement”);
(6) the Continuing Disclosure Agreement of Issuer with respect
to the Bonds, dated as of September 1, 2025 (the “City Continuing
Disclosure Agreement”), executed and delivered by the City, P3Works,
LLC (the “Administrator”), and Regions Bank, an Alabama state banking
corporation, as Dissemination Agent; and
6
(7) the Improvement Area #1 Landowner Agreement dated as of
July 27, 2021 executed by the City and the Developer (the “Landowner
Agreement”);
(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
herein; and
(iii) to carry out and consummate the transactions on its part described in
(1) the Authorizing Documents, (2) this Agreement, (3) the Development
Agreement, (4) the Reimbursement Agreement, (5) the CFA Agreement, (6) the City
Continuing Disclosure Agreement, (7) the Official Statement, and (8) any other
documents and certificates described in any of the foregoing (the documents
described by subclauses (1) through (8) being referred to collectively herein as the
“City Documents”).
(b) Due Authorization and Approval of City. By all necessary official action of
the City, the City has duly authorized and approved the adoption or execution and delivery
by the City of, and the performance by the City of the obligations on its part contained in,
the City Documents and, as of the date hereof, such authorizations and approvals are in full
force and effect and have not been amended, modified or rescinded, except as may have
been approved by the Underwriter. When validly executed and delivered by the other
parties thereto, the City Documents will constitute the legally valid and binding obligations
of the City enforceable upon the City in accordance with their respective terms, except
insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy,
insolvency, reorganization, moratorium, or similar laws or equitable principles relating to
or affecting creditors’ rights generally. The City has complied, and will at the Closing (as
defined herein) be in compliance, in all material respects, with the obligations on its part
to be performed on or prior to the Closing Date under the City Documents.
(c) Due Authorization for Issuance of the Bonds. The City has duly authorized
the issuance and sale of the Bonds pursuant to the Bond Ordinance, the Indenture, and the
Act. The City has, and at the Closing Date will have, full legal right, power and authority
(i) to enter into, execute, deliver, and perform its obligations under this Agreement and the
other City Documents, (ii) to issue, sell and, deliver the Bonds to the Underwriter pursuant
to the Indenture, the Bond Ordinance, the Act, and as provided herein, and (iii) to carry
out, give effect to and consummate the transactions on the part of the City described by the
City Documents and the Bond Ordinance.
(d) No Breach or Default. As of the time of acceptance hereof, and to the best
of its knowledge, the City is not, and as of the Closing Date the City will not be, in material
breach of or in default in any material respect under any applicable constitutional provision,
law or administrative rule or regulation of the State or the United States, or any applicable
judgment or decree or any trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument related to the Bonds and to which the City is a
party or is otherwise subject, and no event has occurred and is continuing which, with the
passage of time or the giving of notice, or both, would constitute a default or event of
default under any such instrument which breach, default or event could have a material
7
adverse effect on the City’s ability to perform its obligations under the Bonds or the City
Documents; and, as of such times, the authorization, execution and delivery of the Bonds
and the City Documents and compliance by the City with obligations on its part to be
performed in each of such agreements or instruments does not and will not conflict with or
constitute a material breach of or default under any applicable constitutional provision, law
or administrative rule or regulation of the State or the United States, or any applicable
judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution,
ordinance, agreement or other instrument to which the City (or any of its officers in their
respective capacities as such) is subject, or by which it or any of its properties are bound,
nor will any such authorization, execution, delivery or compliance result in the creation or
imposition of any lien, charge or other security interest or encumbrance of any nature
whatsoever upon any of its assets or properties securing the Bonds or under the terms of
any such law, regulation or instrument, except as may be permitted by the City Documents.
(e) No Litigation. At the time of acceptance hereof there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, government
agency, public board or body (collectively and individually, an “Action”) pending against
the City with respect to which the City has been served with process, nor to the knowledge
of the City is any Action threatened against the City, in which any such Action (i) in any
way questions the existence of the City or the rights of the members of the City Council to
hold their respective positions, (ii) in any way questions the formation or existence of the
District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery
of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged
to pay the principal and interest on the Bonds, or in any way contests or affects the validity
of the City Documents or the consummation of the transactions on the part of the City
described therein, or contests the exclusion of the interest on the Bonds from federal
income taxation, or (iv) which may result in any material adverse change in the financial
condition of the City; and, as of the time of acceptance hereof, to the City’s knowledge,
there is no basis for any action, suit, proceeding, inquiry, or investigation of the nature
described in clauses (i) through (iv) of this sentence.
(f) Bonds Issued Pursuant to Indenture. The City represents that the Bonds,
when issued, executed, and delivered in accordance with the Indenture and sold to the
Underwriter as provided herein, will be validly issued and outstanding obligations of the
City subject to the terms of the Indenture, entitled to the benefits of the Indenture and the
security of the pledge of the proceeds of the levy of the Assessments received by the City,
all to the extent provided for in the Indenture. The Indenture creates a valid pledge of the
monies in certain funds and accounts established pursuant to the Indenture to the extent
provided for in the Indenture, including the investments thereof, subject in all cases to the
provisions of the Indenture permitting the application thereof for the purposes and on the
terms and conditions set forth therein.
(g) Assessments. The Assessments constituting the security for the Bonds have
been or will be levied by the City on the date hereof in accordance with the Act on those
parcels of land identified in the Assessment Roll for Improvement Area #1 (as defined in
the Service and Assessment Plan). According to the Act, such Assessments constitute a
valid and legally binding first and prior lien against the properties assessed, superior to all
8
other liens and claims, except liens or claims for state, county, school district, or
municipality ad valorem taxes.
(h) Consents and Approvals. All authorizations, approvals, licenses, permits,
consents, elections, and orders of or filings with any governmental authority, legislative
body, board, agency, or commission having jurisdiction in the matters which are required
by the Closing Date for the due authorization of, which would constitute a condition
precedent to or the absence of which would adversely affect the due performance by the
City of, its obligations in connection with the City Documents have been duly obtained or
made and are in full force and effect, except the approval of the Bonds by the Attorney
General of the State, registration of the Bonds by the Comptroller of Public Accounts of
the State, and the approvals, consents and orders as may be required under Blue Sky or
securities laws of any jurisdiction.
(i) Public Debt. Prior to the Closing, the City will not offer or issue any bonds,
notes or other obligations for borrowed money or incur any material liabilities, direct or
contingent, payable from or secured by a pledge of the Assessments which secure the
Bonds without the prior approval of the Underwriter.
(j) Preliminary Official Statement. The information contained in the
Preliminary Official Statement is true and correct in all material respects, and such
information does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided,
however, that the City makes no representations with respect to (i) the descriptions in the
Preliminary Official Statement or the Official Statement of DTC, or its book-entry-only
system, and (ii) the City makes no representation with respect to the information in the
Preliminary Official Statement or the Official Statement under the captions and
subcaptions “PLAN OF FINANCE — Development Plan and Status of Development in
Improvement Area #1,” “BOOK-ENTRY ONLY SYSTEM,” “THE IMPROVEMENT
AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,”
“BONDHOLDERS' RISKS” (only as it pertains to the Developer, the Improvement Area
#1 Projects and the Development), “THE ADMINISTRATOR,” “LEGAL MATTERS —
Litigation — The Developer,” and “CONTINUING DISCLOSURE – The Developer,” and
“INFORMATION RELATING TO THE TRUSTEE.”
(k) Official Statement. At the time of the City’s acceptance hereof and (unless
the Official Statement is amended or supplemented pursuant to paragraph (d) of Section 4
of this Agreement) at all times subsequent thereto during the period up to and including the
25th day subsequent to the “end of the underwriting period,” the information contained in
the Official Statement does not and will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the City makes no representations with respect to (i)
the descriptions in the Preliminary Official Statement or the Official Statement of DTC, or
its book-entry-only system, and (ii) the City makes no representation with respect to the
information in the Preliminary Official Statement or the Official Statement under the
9
captions and subcaptions “PLAN OF FINANCE — Development Plan and Status of
Development in Improvement Area #1,” “BOOK-ENTRY ONLY SYSTEM,” “THE
IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS' RISKS” (only as it pertains to the Developer, the
Improvement Area #1 Projects and the Development), “THE ADMINISTRATOR,”
“LEGAL MATTERS — Litigation — The Developer,” and “CONTINUING
DISCLOSURE – The Developer,” and “INFORMATION RELATING TO THE
TRUSTEE;” and further provided, however, that if the City notifies the Underwriter of any
fact or event as required by Section 4(d) hereof, and the Underwriter determines that such
fact or event does not require preparation and publication of a supplement or amendment
to the Official Statement, then the Official Statement in its then-current form shall be
conclusively deemed to be complete and correct in all material respects.
(l) Supplements or Amendments to Official Statement. If the Official
Statement is supplemented or amended pursuant to paragraph (d) of Section 4 of this
Agreement, at the time of each supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such paragraph) at all times subsequent thereto
during the period up to and including the 25th day subsequent to the “end of the
underwriting period,” the Official Statement as so supplemented or amended will not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided, however, that if the
City notifies the Underwriter of any fact or event as required by Section 4(d) hereof, and
the Underwriter determines that such fact or event does not require preparation and
publication of a supplement or amendment to the Official Statement, then the Official
Statement in its then-current form shall be conclusively deemed to be complete and correct
in all material respects.
(m) Compliance with Rule 15c2-12. During the past five years, the City has
complied in all material respects with its previous continuing disclosure undertakings made
by it in accordance with Rule 15c2-12, except as described in the Official Statement.
(n) Use of Bond Proceeds. The City will apply, or cause to be applied, the
proceeds from the sale of the Bonds as provided in and subject to all of the terms and
provisions of the Indenture and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Bonds.
(o) Blue Sky and Securities Laws and Regulations. The City will furnish such
information and execute such instruments and take such action in cooperation with the
Underwriter as the Underwriter may reasonably request, at no expense to the City, (i) to
(y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the laws
of such states and other jurisdictions and (ii) to continue such qualifications in effect so
long as required for the initial distribution of the Bonds by the Underwriter (provided,
however, that the City will not be required to qualify as a foreign corporation or to file any
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general or special consents to service of process under the laws of any jurisdiction) and
will advise the Underwriter immediately of receipt by the City of any notification with
respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the
initiation or threat of any proceeding for that purpose.
(p) Certificates of the City. Any certificate signed by any official of the City
authorized to do so in connection with the transactions described in this Agreement shall
be deemed a representation and warranty by the City to the Underwriter as to the statements
made therein and can be relied upon by the Underwriter as to the statements made therein.
(q) Intentional Actions Regarding Representations and Warranties. The City
covenants that between the date hereof and the Closing Date it will not intentionally take
actions which will cause the representations and warranties made in this Section to be
untrue as of the Closing.
(r) Financial Advisor. The City has engaged Hilltop Securities Inc., as its
financial advisor in connection with its offering and issuance of the Bonds.
By delivering the Official Statement to the Underwriter, the City shall be deemed to have
reaffirmed, with respect to the Official Statement, the representations, warranties and covenants
set forth above.
6. Developer Letter of Representations. At the signing of this Agreement, the City
and Underwriter shall receive from the Developer, an executed Developer Letter of
Representations (the “Developer Letter of Representations”) in the form of Appendix A hereto,
and at the Closing, a certificate signed by the Developer as set forth in Section 9(e) hereof.
7. The Closing. At 10:00 a.m., Central time, on the Closing Date, or at such other
time or on such earlier or later business day as shall have been mutually agreed upon by the City
and the Underwriter, (i) the City will deliver or cause to be delivered to DTC through its “FAST”
System, the Bonds in the form of one fully registered Bond for each maturity, registered in the
name of Cede & Co., as nominee for DTC, duly executed by the City and authenticated by the
Trustee as provided in the Indenture, and (ii) the City will deliver the closing documents
hereinafter mentioned to McCall, Parkhurst & Horton, L.L.P. (“Bond Counsel”), or a place to be
mutually agreed upon by the City and the Underwriter. Settlement will be through the facilities of
DTC. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth
in Section 1 hereof by wire transfer in federal funds payable to the order of the City or its designee.
These payments and deliveries, together with the delivery of the aforementioned documents, are
herein called the “Closing.” The Bonds will be made available to the Underwriter for inspection
not less than twenty-four (24) hours prior to the Closing.
8. Underwriter’s Closing Conditions. The Underwriter has entered into this
Agreement in reliance upon the representations and covenants herein and the performance by the
City of its obligations under this Agreement, both as of the date hereof and as of the date of the
Closing. Accordingly, the Underwriter’s obligations under this Agreement shall be conditioned
upon the performance by the City of its obligations to be performed hereunder at or prior to Closing
and shall also be subject to the following additional conditions:
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(a) Bring-Down Representations of the City. The representations and
covenants of the City contained in this Agreement shall be true and correct in all material
respects as of the date hereof and at the time of the Closing, as if made on the Closing Date.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing (i) the City Documents shall be in full force and effect, and shall not have been
amended, modified, or supplemented except with the written consent of the Underwriter;
(ii) the Authorizing Documents shall be in full force and effect; (iii) there shall be in full
force and effect such other resolutions or actions of the City as, in the opinion of Bond
Counsel and Counsel to the Underwriter, shall be necessary on or prior to the Closing Date
in connection with the transactions on the part of the City described in this Agreement and
the City Documents; (iv) there shall be in full force and effect such other resolutions or
actions of the Developer as, in the opinion of Boghetich Law, PLLC (“Developer’s
Counsel”), shall be necessary on or prior to the Closing Date in connection with the
transactions on the part of the Developer described in the Developer Letter of
Representations, the Development Agreement, the Reimbursement Agreement, the CFA
Agreement, and the Landowner Agreement (collectively, the “Developer Documents”);
and (v) the City shall perform or have performed its obligations required or specified in the
City Documents to be performed at or prior to Closing.
(c) No Default. At the time of the Closing, no default shall have occurred or be
existing and no circumstances or occurrences that, with the passage of time or giving of
notice, shall constitute an event of default under this Agreement, the Indenture, the City
Documents, the Developer Documents or other documents relating to the financing and
construction of the Improvement Area #1 Projects and the Development, and the Developer
shall not be in default in the payment of principal or interest on any of its indebtedness
which default shall materially adversely impact the ability of such Developer to pay the
Assessments when due.
(d) Closing Documents. At or prior to the Closing, the Underwriter shall have
received each of the documents required under Section 9 below.
(e) Termination Events. The Underwriter shall have the right to cancel its
obligation to purchase the Bonds and to terminate this Agreement without liability therefor
by written notification to the City if, between the date of this Agreement and the Closing,
in the Underwriter’s reasonable judgment, any of the following shall have occurred:
(i) the market price or marketability of the Bonds, or the ability of the
Underwriter to enforce contracts for the sale of the Bonds, shall be materially
adversely affected by the occurrence of any of the following:
(1) legislation shall have been introduced in or enacted by the
Congress of the United States or adopted by either House thereof, or
legislation pending in the Congress of the United States shall have been
amended, or legislation shall have been recommended to the Congress of
the United States or otherwise endorsed for passage (by press release, other
form of notice, or otherwise) by the President of the United States, the
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Treasury Department of the United States, or the Internal Revenue Service
or legislation shall have been proposed for consideration by either the U.S.
Senate Committee on Finance or the U.S. House of Representatives
Committee on Ways and Means or legislation shall have been favorably
reported for passage to either House of the Congress of the United States by
a Committee of such House to which such legislation has been referred for
consideration, or a decision by a court of the United States or the Tax Court
of the United States shall be rendered or a ruling, regulation, or order (final,
temporary, or proposed) by or on behalf of the Treasury Department of the
United States, the Internal Revenue Service, or other federal agency shall
be made, which would result in federal taxation of revenues or other income
of the general character expected to be derived by the City or upon interest
on securities of the general character of the Bonds or which would have the
effect of changing, directly or indirectly, the federal income tax
consequences of receipt of interest on securities of the general character of
the Bonds in the hands of the holders thereof; or
(2) legislation shall be enacted by the Congress of the United
States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or no-action letter by, or on behalf of, the
Securities and Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be issued or made to the effect
that the issuance, offering or sale of obligations of the general character of
the Bonds, or the issuance, offering or sale of the Bonds, including all
underlying obligations, as described herein or by the Official Statement, is
in violation or would be in violation of, or that obligations of the general
character of the Bonds, or the Bonds, are not exempt from registration
under, any provision of the federal securities laws, including the Securities
Act of 1933, amended and then in effect, or that the Indenture needs to be
qualified under the Trust Indenture Act of 1939, as amended and as then in
effect (the “Trust Indenture Act”); or
(3) a general suspension of trading in securities on the New York
Stock Exchange, the establishment of minimum prices on such exchange,
the establishment of material restrictions (not in force as of the date hereof)
upon trading securities generally by any governmental authority or any
national securities exchange, a general banking moratorium declared by
federal, State of New York, or State officials authorized to do so; provided,
however that such suspension in trading or any disruption in securities
settlement, payment or clearance services is not in force on the date hereof;
or
(4) there shall have occurred any outbreak of hostilities
(including, without limitation, an act of terrorism) or other national or
international calamity or crisis, including, but not limited to, an escalation
of hostilities that existed prior to the date hereof, and the effect of any such
event on the financial markets of the United States; or
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(5) there shall have occurred since the date of this Agreement
any materially adverse change in the affairs or financial condition of the
City, except as disclosed in or contemplated by the Official Statement; or
(6) any state blue sky or securities commission or other
governmental agency or body in any state in which more than 10% of the
Bonds have been offered and sold shall have withheld registration,
exemption or clearance of the offering of the Bonds as described herein, or
issued a stop order or similar ruling relating thereto; or
(7) any amendment to the federal or state Constitution or action
by any federal or state court, legislative body, regulatory body, or other
authority materially adversely affecting the tax status of the City, its
property, income, securities (or interest thereon), or the validity or
enforceability of the Assessments to pay principal or interest on the Bonds;
or
(ii) the New York Stock Exchange or other national securities exchange
or any governmental authority shall impose, as to the Bonds or as to obligations of
the general character of the Bonds, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit by, or
the charge to the net capital requirements of, the Underwriter; or
(iii) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Official Statement, or has the effect that
the Official Statement contains any untrue statement of material fact or omits to state
a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, which change shall occur subsequent to the date of this Agreement and
shall not be due to the malfeasance, misfeasance or nonfeasance of the Underwriter;
or
(iv) any fact or event shall exist or have existed that, in the Underwriter’s
reasonable judgment, requires or has required an amendment of or supplement to
Official Statement; or
(v) a general banking moratorium shall have been declared by federal or
State authorities having jurisdiction and be in force; or
(vi) a material disruption in securities settlement, payment or clearance
services shall have occurred;
(vii) a decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the United States
Securities and Exchange Commission (the “SEC”) or any other governmental
agency having jurisdiction of the subject matter shall have been issued or made, to
the effect that the issuance, offering or sale of the Bonds, including the underlying
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obligations as described in this Agreement or in the Official Statement, or any
document relating to the issuance, offering or sale of the Bonds, is or would be in
violation of any provision of the federal securities laws on Closing Date, including
the Securities Act, the Securities Exchange Act of 1934 (the “Securities Exchange
Act”) and the Trust Indenture Act; or
(viii) the purchase of and payment for the Bonds by the Underwriter, or the
resale of the Bonds by the Underwriter, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or
commission, which prohibition shall occur subsequent to the date hereof and shall
not be due to the malfeasance, misfeasance, or nonfeasance of the Underwriter.
With respect to the conditions described in subparagraphs (ii) and (viii) above, the
Underwriter is not aware of any current, pending or proposed law or government inquiry
or investigation as of the date of execution of this Agreement which would permit the
Underwriter to invoke its termination rights hereunder.
9. Closing Documents. At or prior to the Closing, the Underwriter shall receive the
following documents:
(a) Bond Opinion. The approving opinion of Bond Counsel, dated the Closing
Date and substantially in the form included as Appendix C to the Official Statement, dated
the date of the Closing and addressed to the Underwriter, which may be included in the
supplemental opinion required by Section 9(b), to the effect that the foregoing opinion may
be relied upon by the Underwriter to the same extent as if such opinion were addressed to
it.
(b) Supplemental Opinion. A supplemental opinion of Bond Counsel dated the
Closing Date and addressed to the City and the Underwriter, which provides that the
Underwriter may rely upon the opinion of Bond Counsel delivered in accordance with the
provisions of Section 9(a) hereof, in form and substance acceptable to counsel for the
Underwriter, to the following effect:
(i) Except to the extent noted therein, Bond Counsel has not verified and
is not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements and information contained in the Official
Statement but that such firm has reviewed the information describing the Bonds in
the Official Statement under the captions or subcaptions “PLAN OF FINANCE —
The Bonds,” “DESCRIPTION OF THE BONDS,” “SECURITY FOR THE BONDS
SIMILARLY SECURED” (except for the second paragraph under the subcaption
“General”), “ASSESSMENT PROCEDURES” (except for the subcaptions
“Assessment Methodology” and “Assessment Amounts”), “THE DISTRICT,”
“TAX MATTERS,” “LEGAL MATTERS — Legal Proceedings,” “LEGAL
MATTERS — Legal Opinions,” “SUITABILITY FOR INVESTMENT,”
“CONTINUING DISCLOSURE – The City,” “REGISTRATION AND
QUALIFICATION OF BONDS FOR SALE,” “LEGAL INVESTMENTS AND
ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS,” and APPENDIX A and
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Bond Counsel is of the opinion that the information relating to the Bonds and legal
issues contained under such captions and subcaptions is an accurate and fair
description of the laws and legal issues addressed therein and, with respect to the
Bonds, such information conforms to the Bond Ordinance, the A&R and Indenture;
(ii) The Bonds are not subject to the registration requirements of the
Securities Act, and the Indenture is exempt from qualification pursuant to the Trust
Indenture Act;
(iii) The City has, or at the time of the adoption thereof had, full power
and authority to adopt the Creation Resolution, the Assessment Ordinance, the A&R
SAP Ordinance and the Bond Ordinance (collectively, the foregoing documents are
referred to herein as the “City Actions”) and perform its obligations thereunder and
the City Actions have been duly adopted, are in full force and effect and have not
been modified, amended or rescinded; and
(iv) The Indenture, the Development Agreement, the Reimbursement
Agreement, the CFA Agreement, the Landowner Agreement, the City Continuing
Disclosure Agreement and this Agreement have been duly authorized, executed and
delivered by the City and, assuming the due authorization, execution and delivery
of such instruments, documents, and agreements by the other parties thereto,
constitute the legal, valid, and binding agreements of the City, enforceable in
accordance with their respective terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, or other laws affecting enforcement of creditors’
rights, or by the application of equitable principles if equitable remedies are sought
and to the application of Texas law relating to governmental immunity applicable to
local governmental entities.
(c) City Legal Opinion. An opinion of an attorney for the City, dated the
Closing Date and addressed to the Underwriter, the Underwriter’s Counsel, the City and
the Trustee, with respect to matters relating to the City, substantially in the form of
Appendix C hereto or in form otherwise agreed upon by the Underwriter.
(d) Opinion of Developer’s Counsel. An opinion of Developer’s Counsel,
substantially in the form of Appendix D hereto, dated the Closing Date and addressed to
the City, Bond Counsel, the Attorney for the City, the Underwriter, Underwriter’s Counsel
and the Trustee.
(e) Developer Certificate. The certificate of the Developer dated as of the
Closing Date, signed by an authorized officer of Developer in substantially the form of
Appendix E hereto.
(f) City Certificate. A certificate of the City, dated the Closing Date, to the
effect that, to the best of an authorized City official’s knowledge:
(i) the representations and warranties of the City contained herein and
in the City Documents are true and correct in all material respects on and as of the
Closing Date as if made on the date thereof;
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(ii) the Authorizing Documents and City Documents are in full force and
effect and have not been amended, modified, or supplemented;
(iii) except as disclosed in the Official Statement, no litigation or
proceeding against the City is pending or, to the knowledge of such persons,
threatened in any court or administrative body nor is there a basis for litigation which
would (a) contest the right of the members or officials of the City to hold and
exercise their respective positions, (b) contest the due organization and valid
existence of the City or the establishment of the District, (c) contest the validity, due
authorization and execution of the Bonds or the City Documents, or (d) attempt to
limit, enjoin or otherwise restrict or prevent the City from levying and collecting the
Improvement Area #1 Assessments pledged to pay the principal and interest on the
Bonds, or the pledge thereof; and
(iv) the City has, to the best of such person’s knowledge, complied with
all agreements and covenants and satisfied all conditions set forth in the City
Documents, on its part to be complied with or satisfied hereunder at or prior to the
Closing.
(g) Trustee’s Certificate. A certificate of the Trustee, dated the date of Closing,
in form and substance acceptable to counsel for the Underwriter to the following effect:
(i) The Trustee was founded as an Alabama state banking corporation
organized under the laws of the State of Alabama, and has not been dissolved,
cancelled, or terminated, and has the full power and authority, including trust
powers, to accept and perform its duties under the Indenture; and
(ii) No consent, approval, authorization or other action by any
governmental authority having jurisdiction over the Trustee that has not been
obtained is or will be required for the authentication of the Bonds or the
consummation by the Trustee of the other transactions contemplated to be performed
by the Trustee in connection with the authentication of the Bonds and the acceptance
and performance of the obligations created by the Indenture.
(h) Underwriter Counsel’s Opinion. An opinion, dated the Closing Date and
addressed to the Underwriter, of Greenberg Traurig, LLP, counsel to the Underwriter, to
the effect that:
(i) based on (A) such counsel’s review of the Bond Ordinance, the
Indenture, and the Official Statement; (B) its discussions with Bond Counsel and
with the Underwriter; (C) its review of the documents, certificates, opinions and
other instruments delivered at the closing of the sale of the Bonds on the date hereof;
and (D) such other matters as it deems relevant, such counsel is of the opinion that
the Bonds are exempt securities under the Securities Act, and the Trust Indenture
Act, and it is not necessary, in connection with the offering and sale of the Bonds, to
register the Bonds under the Securities Act and the Indenture is not required to be
qualified under the Trust Indenture Act;
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(ii) based upon (A) such counsel’s review of Rule 15c2-12 and
interpretive guidance published by the SEC relating thereto; (B) its review of the
continuing disclosure undertaking of the City contained in the City Continuing
Disclosure Agreement; and (C) the inclusion in the Official Statement of a
description of the specifics of such undertaking, and assuming that the Bond
Ordinance, the Indenture, and the City Continuing Disclosure Agreement have been
duly adopted by the City and are in full force and effect, such undertaking provides
a suitable basis for the Underwriter, to make a reasonable determination that the City
has met the qualifications of paragraph (b)(5)(i) of Rule 15c2-12; and
(iii) although such counsel has not verified and is not passing upon, and
does not assume any responsibility for, the accuracy, completeness or fairness of the
information contained in the Official Statement, it has participated in the preparation
of the Official Statement and without independent verification, no facts came to its
attention that caused it to believe that the Official Statement (except for the
Appendices as well as any other financial, engineering and statistical data contained
therein or included therein by reference or any litigation disclosed therein, as to
which it expresses no view) as of its date contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(i) Official Statement. The Official Statement and each supplement or
amendment, if any, thereto.
(j) Delivery of City Documents and Developer Documents. The City
Documents and Developer Documents shall have been executed and delivered in form and
content satisfactory to the Underwriter.
(k) Form 8038-G. Evidence that the federal tax information form 8038-G has
been prepared by Bond Counsel for filing.
(l) Federal Tax Certificate. A certificate of the City in form and substance
satisfactory to Bond Counsel and counsel to the Underwriter setting forth the facts,
estimates and circumstances in existence on the date of the Closing, which establish that it
is not expected that the proceeds of the Bonds will be used in a manner that would cause
the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal
Revenue Code of 1986, as amended (the “Code”), and any applicable regulations (whether
final, temporary or proposed), issued pursuant to the Code.
(m) Attorney General Opinion and Comptroller Registration. The approving
opinion of the Attorney General of the State regarding the Bonds and the Comptroller of
the State’s Certificate of Registration for the Initial Bond.
(n) Continuing Disclosure Agreement. The City Continuing Disclosure
Agreement shall have been executed by the parties thereto in substantially the forms
attached to the Preliminary Official Statement as Appendix D.
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(o) Letter of Representation of the Appraiser. (i) Letter of Representation of
the Appraiser, substantially in the form of Appendix F hereto addressed to the City, Bond
Counsel, the Underwriter, counsel to the Underwriter and the Trustee, or in form otherwise
agreed upon by the Underwriter, and (ii) a copy of the real estate appraisal of the property
within Improvement Area #1 of in the District.
(p) Letter of Representation of Administrator. Letter of Representation of the
Administrator, substantially in the form of Appendix G hereto, addressed to the City, Bond
Counsel, the Underwriter, counsel to the Underwriter, and the Trustee or in form otherwise
agreed upon by the Underwriter.
(q) Evidence of Filing of A&R SAP Ordinance. Evidence that the A&R SAP
Ordinance, including the updated Assessment Roll for Improvement Area #1 of the District
and a statement indicating the contact for and address of where a copy of the Service and
Assessment Plan, and any updates thereto may be obtained or viewed, been filed of record
in the real property records of Collin County, Texas.
(r) Rule 15c2-12 Certification. A resolution or certificate of the City (which
may be included in the Bond Ordinance) whereby the City has deemed the Preliminary
Official Statement final as of its date, except for permitted omissions, as contemplated by
Rule 15c2-12 in connection with the offering of the Bonds.
(s) Dissemination Agent. Evidence acceptable to the Underwriter in its sole
discretion that the City has engaged a dissemination agent acceptable to the Underwriter
for the Bonds, with the execution of the City Continuing Disclosure Agreement by other
parties thereto being conclusive evidence of such acceptance by the Underwriter.
(t) BLOR. A copy of the Blanket Issuer Letter of Representation to DTC
relating to the Bonds and signed by the City.
(u) Additional Documents. Such additional legal opinions, certificates,
instruments, and other documents as the Underwriter or their counsel may reasonably deem
necessary.
10. City’s Closing Conditions. The obligation of the City hereunder to deliver the
Bonds shall be subject to receipt on or before the date of the Closing of the purchase price set forth
in Section 1 hereof, the opinion of Bond Counsel described in Section 9(a) hereof, the opinion of
the Attorney General described in Section 9(m) hereof, and any documents required to be delivered
by the Developer.
11. Establishment of Issue Price.
(a) Notwithstanding any provision of this Agreement to the contrary, the
following provisions related to the establishment of the issue price of the Bonds apply:
(i) Definitions. For purposes of this Section, the following definitions
apply:
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(1) “Public” means any person (including an individual, trust,
estate, partnership, association, company or corporation) other than a
Participating Underwriter or a Related Party to a Participating Underwriter.
(2) “Participating Underwriter” means (A) any person that
agrees pursuant to a written contract with the City (or with the Underwriter
to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the Public and (B) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (A) to
participate in the initial sale of the Bonds to the Public (including a member
of a selling group or a party to a third-party distribution agreement
participating in the initial sale of the Bonds to the public).
(3) “Related Party” means any two or more persons who are
subject, directly or indirectly, to (A) more than 50% common ownership of
the voting power or the total value of their stock, if both entities are
corporations (including direct ownership by one corporation of another),
(B) more than 50% common ownership of their capital interests or profits
interests, if both entities are partnerships (including direct ownership by one
partnership of another) or (C) more than 50% common ownership of the
value of the outstanding stock of the corporation or the capital interest or
profits interest of the partnership, as applicable, if one entity is a corporation
and the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other).
(4) “Sale Date” means the date of execution of this Agreement
by all parties.
(ii) Issue Price Certificate. The Underwriter agrees to assist the City in
establishing the issue price of the Bonds and to execute and deliver to the City at
Closing an Issue Price Certificate, together with the supporting pricing wires or
equivalent communications, substantially in the form attached hereto as Appendix
B, with such modifications as may be appropriate or necessary, in the reasonable
judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as
applicable, the initial offering price (the “Initial Offering Price”) or prices or the
sales price or prices to the Public of the Bonds. As applicable, all actions to be taken
by the City under this section to establish the issue price of the Bonds may be taken
on behalf of the City by the City's financial advisor and any notice or report to be
provided to the City may be provided to the City's financial advisor.
(iii) Substantial Amount Test. Other than those maturities of the Bonds
which are designated by the Underwriter in writing in the attached Schedule I (the
“Hold-the-Price Maturities”), the City will treat the Initial Offering Price at which
at least ten percent (a “Substantial Amount”) in principal amount of each maturity
of the Bonds is sold to the Public as of the Sale Date (the “Substantial Amount Test”)
as the issue price of that maturity (or each separate CUSIP number within that
maturity). At or promptly after the execution of this Agreement, the Underwriter
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will report to the City the price or prices at which the Participating Underwriters
have offered and sold to the Public each maturity of the Bonds.
(iv) Hold-The-Price Restriction. The Underwriter agrees that it will
neither offer nor sell any of the Hold-the-Price Maturities to any person at a price
that is higher than the applicable Initial Offering Price for such maturity during the
period starting on the Sale Date and ending on the earlier of (i) the close of the fifth
business day after the Sale Date or (ii) the date on which the Underwriter has sold a
Substantial Amount of such Hold-the-Price Maturity to the Public at a price that is
no higher than the Initial Offering Price of such Hold-the-Price Maturity (the “Hold-
the-Price Restriction”). The Initial Offering Price of the Hold-the-Price Maturities
shall be the issue price for such maturities.
The Underwriter shall promptly advise the City when the Participating
Underwriters have sold a Substantial Amount of each such Hold-the-Price Maturity to the
Public at a price that is no higher than the applicable Initial Offering Price of such Hold-
the-Price Maturity, if that occurs prior to the close of the fifth business day after the Sale
Date.
The City acknowledges that, in making the representation set forth in this
subparagraph (4), the Underwriter will rely on (A) the agreement of each Participating
Underwriter to comply with the Hold-the-Price Restriction, as set forth in an agreement
among underwriters and the related pricing wires, (B) in the event a selling group has been
created in connection with the sale of the Bonds to the Public, the agreement of each dealer
who is a member of the selling group to comply with the Hold-the-Price Restriction, as set
forth in a selling group agreement and the related pricing wires, and (C) in the event that a
Participating Underwriter is a party to a third-party distribution agreement that was
employed in connection with the sale of the Bonds, the agreement of each such underwriter,
dealer or broker-dealer that is a party to such agreement to comply with the Hold-the-Price
Restriction, as set forth in the third-party distribution agreement and the related pricing
wires. The City further acknowledges that each Participating Underwriter will be solely
liable for its failure to comply with its agreement regarding the Hold-the-Price Restriction
and that no Participating Underwriter will be liable for the failure of any other Participating
Underwriter to comply with its corresponding agreement regarding the Hold-the-Price
Restriction as applicable to the Bonds.
(v) Agreements Among Participating Underwriters. The Underwriter
confirms that:
(1) any agreement among underwriters, any selling group
agreement and each third- party distribution agreement to which the
Underwriter is a party relating to the initial sale of the Bonds to the Public,
together with related pricing wires, contains or will contain language
obligating each Participating Underwriter, each dealer who is a member of
any selling group, and each broker-dealer that is a party to any such third-
party distribution agreement, as applicable, to (A) report the prices at which
it sells to the Public the unsold Bonds of each maturity allocated to it until
21
it is notified by the Underwriter that either the Substantial Amount Test has
been satisfied as to the Bonds of that maturity or all Bonds of that maturity
have been sold to the Public, (B) comply with the Hold-the-Price
Restriction, if applicable, in each case if and for so long as directed by the
Underwriter and as set forth in the relating pricing wires and (C)
acknowledge that, unless otherwise advised by the Participating
Underwriter, the Underwriter will assume that based on such agreement
each order submitted by the underwriter, dealer or broker-dealer is a sale to
the Public, and
(2) any agreement among underwriters relating to the initial sale
of the Bonds to the Public, together with related pricing wires, contains or
will contain language obligating each Participating Underwriter that is a
party to a third-party distribution agreement to be employed in connection
with the initial sale of the Bonds to the Public to require each underwriter,
dealer or broker-dealer that is a party to such third-party distribution
agreement to (A) report the prices at which it sells to the Public the unsold
Bonds of each maturity allotted to it until it is notified by the Underwriter
or the applicable Participating Underwriter that either the Substantial
Amount Test has been satisfied as to the Bonds of that maturity or all Bonds
if that maturity have been sold to the Public and (B) comply with the Hold-
the-Price Restriction, if applicable, in each case if and for so long as directed
by the Underwriter or the applicable Participating Underwriter and as set
forth in the related pricing wires.
(b) Sale to Related Party not a Sale to the Public. The Participating
Underwriters acknowledge that sales of any Bonds to any person that is a Related Party to
a Participating Underwriter do not constitute sales to the Public for purposes of this Section.
If a Related Party to a Participating Underwriter purchases during the initial offering period
all of a Hold-the-Price Maturity, the related Participating Underwriter will notify the
Underwriter and will take steps to confirm in writing that such Related Party will either (i)
hold such Bonds for its own account, without present intention to sell, reoffer or otherwise
dispose of such Bonds for at least five business days from the Sale Date, or (ii) comply
with the Hold-the-Price Restriction.
12. Consequences of Termination. If the City shall be unable to satisfy the conditions
contained in this Agreement or if the obligations of the Underwriter shall be terminated for any
reason permitted by this Agreement, this Agreement shall terminate and the Underwriter and the
City shall have no further obligation hereunder, except as further set forth in Sections 13, 15 and
16 hereof.
13. Costs and Expenses.
(a) The Underwriter shall be under no obligation to pay, and the City shall cause
to be paid from proceeds of the Bonds the following expenses incident to the issuance of
the Bonds and performance of the City’s obligations hereunder: (i) the costs of the
preparation and printing of the Bonds; (ii) the cost of preparation, printing, and mailing of
22
the Preliminary Official Statement, the final Official Statement and any supplements and
amendments thereto; (iii) the fees and disbursements of the City’s financial advisor and
legal counsel, the Trustee’s counsel, Bond Counsel, Developer’s Counsel, and the Trustee
relating to the issuance of the Bonds, (iv) the Attorney General’s review fees, (v) the fees
and disbursements of accountants, advisers and any other experts or consultants retained
by the City or for the benefit of the City, including but not limited to the fees and expenses
of the Administrator, and (vi) the expenses incurred by or on behalf of City employees and
representatives that are incidental to the issuance of the Bonds and the performance by the
City of its obligations under this Agreement.
(b) The Underwriter shall pay the following expenses: (i) all advertising
expenses in connection with the offering of the Bonds; (ii) fees of Underwriter’s Counsel;
and (iii) all other expenses, including CUSIP fees (including out-of-pocket expenses and
related regulatory expenses), incurred by it in connection with its public offering and
distribution of the Bonds, except as noted in Subsection 13(a) above.
(c) The City acknowledges that the Underwriter will pay from the
Underwriter’s fee applicable per bond assessment charged by the Municipal Advisory
Council of Texas, a nonprofit corporation whose purpose is to collect, maintain and
distribute information relating to issuing entities of municipal securities.
14. Notice. Any notice or other communication to be given to the City under this
Agreement may be given by delivering the same in writing to: City of Anna, Texas, 120 W. 7th
Street, Anna, Texas 75409, Attention: City Manager. Any notice or other communication to be
given to the Underwriter under this Agreement may be given by delivering the same in writing to:
FMSbonds, Inc., 5 Cowboys Way, Suite 300-25, Frisco, Texas 75034, Attention: Tripp Davenport,
Director.
15. Entire Agreement. This Agreement is made solely for the benefit of the City and
the Underwriter (including their respective successors and assigns), and no other person shall
acquire or have any right hereunder or by virtue hereof. All of the City’s representations,
warranties, and agreements contained in this Agreement shall remain operative and in full force
and effect regardless of: (i) any investigations made by or on behalf of the Underwriter, provided
the City shall have no liability with respect to any matter of which the Underwriter has actual
knowledge prior to the purchase of the Bonds; or (ii) delivery of any payment for the Bonds
pursuant to this Agreement. The agreements contained in this Section and in Sections 16 and 18
shall survive any termination of this Agreement.
16. Survival of Representations and Warranties. All representations and warranties of
the parties made in, pursuant to or in connection with this Agreement shall survive the execution
and delivery of this Agreement, notwithstanding any investigation by the parties. All statements
contained in any certificate, instrument, or other writing delivered by a party to this Agreement or
in connection with the transactions described in by this Agreement constitute representations and
warranties by such party under this Agreement to the extent such statement is set forth as a
representation and warranty in the instrument in question.
23
17. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
18. Severability. In case any one or more of the provisions contained herein shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof.
19. State Law Governs. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Texas.
20. No Assignment. The rights and obligations created by this Agreement shall not be
subject to assignment by the Underwriter or the City without the prior written consent of the other
parties hereto.
21. No Personal Liability. None of the members of the City Council, nor any officer,
representative, agent, or employee of the City, shall be charged personally by the Underwriter with
any liability, or be held liable to the Underwriter under any term or provision of this Agreement,
or because of execution or attempted execution, or because of any breach or attempted or alleged
breach of this Agreement.
22. Form 1295. Submitted herewith or on a date prior hereto is a completed Form 1295
in connection with the Underwriter’s participation in the execution of this Agreement generated
by the Texas Ethics Commission’s (the “TEC”) electronic filing application in accordance with the
provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the
TEC (the “Form 1295”). The City hereby confirms receipt of the Form 1295 from the Underwriter,
and the City agrees to acknowledge such form with the TEC through its electronic filing
application not later than the 30th day after the receipt of such form. The Underwriter and the City
understand and agree that, with the exception of information identifying the City and the contract
identification number, neither the City nor its consultants are responsible for the information
contained in the Form 1295; that the information contained in the Form 1295 has been provided
solely by the Underwriter; and, neither the City nor its consultants have verified such information.
23. Statutory Verifications. The Underwriter makes the following representations and
covenants pursuant to Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as
heretofore amended (the “Government Code”), in entering into this Agreement. As used in such
verifications, “affiliate” means an entity that controls, is controlled by, or is under common control
with the Underwriter within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to
make a profit. Liability for breach of any such verification during the term of this Agreement shall
survive until barred by the applicable statute of limitations, and shall not be liquidated or otherwise
limited by any provision of this Agreement, notwithstanding anything in this Agreement to the
contrary.
(a) Not a Sanctioned Company. The Underwriter represents that neither it nor
any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is
a company identified on a list prepared and maintained by the Texas Comptroller of Public
Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
24
representation excludes the Underwriter and each of its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to
Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization.
(b) No Boycott of Israel. The Underwriter hereby verifies that it and its parent
company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not
boycott Israel and will not boycott Israel during the term of this Agreement. As used in
the foregoing verification, “boycott Israel” has the meaning provided in Section 2271.001,
Government Code.
(c) No Discrimination Against Firearm Entities. The Underwriter hereby
verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other
affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and will not discriminate against a
firearm entity or firearm trade association during the term of this Agreement. As used in
the foregoing verification, “discriminate against a firearm entity or firearm trade
association” has the meaning provided in Section 2274.001(3), Government Code.
(d) No Boycott of Energy Companies. The Underwriter hereby verifies that it
and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any,
do not boycott energy companies and will not boycott energy companies during the term
of this Agreement. As used in the foregoing verification, “boycott energy companies” has
the meaning provided in Section 2276.001(1), Government Code.
24. Term of this Agreement. Except for the representations and warranties designated
as surviving the term of the Agreement, the term of this Agreement shall end on the 25th day after
the end of the underwriting period.
[Signatures to follow]
S-1
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first set forth above.
FMSbonds, Inc.,
as Underwrite
B :
Name: Theodore A. Swinarski
Title: Senior Vice President – Tradin
S-2
Accepted at _____ a.m./p.m. central time on the
date first stated above.
CITY OF ANNA, TEXAS
B :
Pete Cain, Ma o
Schedule I-1
SCHEDULE I
$[PAR AMOUNT]
CITY OF ANNA, TEXAS
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
PROJECT)
Interest Accrues From: Date of Delivery
$_______ ______% Term Bonds, Due September 15, 20__, Priced to Yield _____% (a) (c)
$_______ ______% Term Bonds, Due September 15, 20__, Priced to Yield _____% (a) (b) (c)
$_______ ______% Term Bonds, Due September 15, 20__ Priced to Yield _____% (a) (b) (c)
(a) The initial prices or yields of the Bonds are furnished by the Underwriter, have been determined in accordance
with the “10% test”, and represent the initial offering prices or yields to the public, which may be changed
by the Underwriter at any time.
(b) The Bonds maturing on or after September 15, 20__ are subject to redemption, in whole or in part, prior to
stated maturity, at the option of the City, on any date on or after September 15, 20__, at the redemption price
of 100% of the principal amount plus accrued interest to the date of redemption as described in the Official
Statement under “DESCRIPTION OF THE BONDS — Redemption Provisions.”
(c) The Bonds are also subject to extraordinary optional redemption as described in the Official Statement under
“DESCRIPTION OF THE BONDS — Redemption Provisions.”
The Term Bonds are subject to mandatory sinking fund redemption on the dates and in the respective Sinking
Fund Installments as set forth in the following schedule.
$________ Term Bonds Maturing September 15, 20__
Redemption Date Sinking Fund
Installment
September 15, 2026
September 15, 2027
September 15, 2028
September 15, 2029
September 15, 2030
September 15, 2031
September 15, 2032*
$_________ Term Bonds Maturing September 15, 20__
Redemption Date Sinking Fund
Installment
September 15, 2033
September 15, 2034
September 15, 2035
September 15, 2036
September 15, 2037
September 15, 2038
Schedule I-2
September 15, 2039
September 15, 2040
September 15, 2041
September 15, 2042*
$_________ Term Bonds Maturing September 15, 20__
Redemption Date Sinking Fund
Installment
September 15, 2043
September 15, 2044
September 15, 2045
September 15, 2046
September 15, 2047
September 15, 2048
September 15, 2049
September 15, 2050
September 15, 2051
September 15, 2052
September 15, 2053*
* Final Maturity
A-1
APPENDIX A
FORM OF DEVELOPER LETTER OF REPRESENTATIONS
$[PAR AMOUNT]
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREA #1 PROJECT)
DEVELOPER LETTER OF REPRESENTATIONS
August 26, 2025
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Ladies and Gentlemen:
This letter is being delivered to the City of Anna, Texas (the “City”) and FMSbonds, Inc.
(the “Underwriter”), in consideration for your entering into the Bond Purchase Agreement dated
the date hereof (the “Bond Purchase Agreement”) for the sale and purchase of the $[PAR
AMOUNT] “City of Anna, Texas, Special Assessment Revenue Bonds, Series 2025 (Sherley Tract
No. 2 Public Improvement District Improvement Area #1 Project)” (the “Bonds”). Pursuant to the
Bond Purchase Agreement, the Underwriter has agreed to purchase from the City, and the City has
agreed to sell to the Underwriter, the Bonds. In order to induce the City to enter into the Bond
Purchase Agreement and as consideration for the execution, delivery, and sale of the Bonds by the
City and the purchase of them by the Underwriter, the undersigned, MM Anna 325, LLC, a Texas
limited liability company (the “Developer”), makes the representations, warranties, and covenants
contained in this Developer Letter of Representations. Unless the context clearly indicates
otherwise, each capitalized term used in this Developer Letter of Representations will have the
meaning set forth in the Bond Purchase Agreement.
1. Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds
represents a negotiated transaction, the Developer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity
as Underwriter of the Bonds for its own account.
A-2
2. Updating of the Official Statement. If, after the date of this Developer Letter of
Representations, up to and including the date the Underwriter is no longer required to provide a
Official Statement to potential customers who request the same pursuant to Rule 15c2-12 (the
earlier of (i) ninety (90) days from the “end of the underwriting period” (as defined in Rule 15c2-
12) and (ii) the time when the Official Statement is available to any person from the MSRB, but
in no case less than twenty-five (25) days after the “end of the underwriting period” for the Bonds),
the Developer becomes aware of any fact or event which might or would cause the Official
Statement, as then supplemented or amended, to contain any untrue statement of a material fact or
to omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, or if it is
necessary to amend or supplement the Official Statement to comply with law, the Developer will
notify the Underwriter (and for the purposes of this clause provide the Underwriter with such
information as it may from time to time request); however, that for the purposes of this Developer
Letter of Representations and any certificate delivered by the Developer in accordance with the
Bond Purchase Agreement, the Developer makes no representations with respect to (i) the
descriptions in the Preliminary Official Statement or the Official Statement of The Depository
Trust Company, New York, New York, or its book-entry-only system and (ii) the information in
the Preliminary Official Statement and the Official Statement under the captions “THE CITY,”
“THE DISTRICT,” “BONDHOLDERS’ RISKS” (except as it pertains to the Developer, the
Improvement Area #1 Projects and the Development, as defined in the Official Statement), “TAX
MATTERS,” “LEGAL MATTERS — Litigation — The City,” “CONTINUING DISCLOSURE
— The City” and “— The City’s Compliance with Prior Undertakings” and “INFORMATION
RELATING TO THE TRUSTEE.”
3. Developer Documents. The Developer has executed or caused the execution of and
delivered each of the below listed documents (individually, a “Developer Document” and
collectively, the “Developer Documents”) in the capacity provided for in each such Developer
Document, and each such Developer Document constitutes a valid and binding obligation of
Developer, enforceable against the Developer in accordance with its terms:
(a) this Developer Letter of Representations;
(b) that certain Development Agreement;
(c) that certain Reimbursement Agreement;
(d) that certain CFA Agreement; and
(e) that certain Landowner Agreement.
The Developer has complied in all material respects with all of the Developer’s agreements
and covenants and satisfied all conditions required to be complied with or satisfied by the
Developer under the Developer Documents on or prior to the date hereof.
The representations and warranties of the Developer set forth in the Developer Documents
are true and correct in all material respects on and as of the date hereof.
A-3
4. Developer Representations, Warranties and Covenants. The Developer represents,
warrants, and covenants to the City and the Underwriter that:
(a) Due Organization and Existence. The Developer is duly formed and validly
existing as a limited liability company under the laws of the State of Texas.
(b) Organizational Documents. The copies of the organizational documents of
the Developer provided by the Developer (the “Developer Organizational Documents”) to
the City and the Underwriter are fully executed, true, correct, and complete copies of such
documents and such documents have not been amended or supplemented and are in full
force and effect as of the date hereof.
(c) No Breach. The execution and delivery of the Developer Documents by
Developer does not violate any judgment, order, writ, injunction or decree binding on
Developer or any indenture, agreement, or other instrument to which Developer is a party.
(d) No Litigation. Other than as described in the Preliminary Official
Statement, there are no proceedings pending or threatened in writing before any court or
administrative agency against Developer that is either not covered by insurance or which
singularly or collectively would have a material, adverse effect on the ability of Developer
to perform its obligations under the Developer Documents in all material respects or that
would reasonably be expected to prevent or prohibit the development of the Development
in accordance with the description thereof in the Preliminary Official Statement.
(e) Information. The information prepared and submitted by the Developer to
the City or the Underwriter in connection with the preparation of the Preliminary Official
Statement and the Official Statement was, and is, as of this date, true and correct in all
material respects.
(f) Preliminary Official Statement. The Developer represents and warrants that
the information set forth in the Preliminary Official Statement under the captions “PLAN
OF FINANCE — Development Plan and Status of Development in Improvement Area #1,”
“THE IMPROVEMENT AREA #1 PROJECTS” “THE DEVELOPMENT,” “THE
DEVELOPER” “CONTINUING DISCLOSURE – The Developer”, and, to the best of the
Developer’s knowledge after due inquiry, under the captions “BONDHOLDERS’ RISKS”
(only as it pertains to the Developer, the Improvement Area #1 Projects and the
Development, as defined in the Official Statement), “LEGAL MATTERS — Litigation —
The Developer,” and “SOURCES OF INFORMATION” (only as it pertains to the
Developer) is true and correct and does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Developer agrees to
provide a certificate dated the Closing Date affirming, as of such date, the representations
contained in this subsection (f) with respect to the Preliminary Official Statement and the
Official Statement.
(g) Events of Default. No “Event of Default” or “event of default” by the
Developer under any of the Developer Documents, any documents to which Developer is
A-4
a party described in the Preliminary Official Statement, or under any material documents
relating to the financing and construction of the Improvement Area #1 Projects to which
the Developer is a party, or event that, with the passage of time or the giving of notice or
both, would constitute such “Event of Default” or “event of default,” by the Developer has
occurred and is continuing.
5. Indemnification.
(a) The Developer will indemnify and hold harmless the City and the
Underwriter and each of their officers, directors, employees and agents against any losses,
claims, damages or liabilities to which any of them may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained or incorporated by reference in the Preliminary
Official Statement and the Official Statement under the captions “PLAN OF FINANCE —
Development Plan and Status of Development in Improvement Area #1,” “THE
IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE
DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the
Improvement Area #1 Projects, and the Development), “LEGAL MATTERS — Litigation
– The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the Developer)
and “CONTINUING DISCLOSURE – The Developer” or any amendment or supplement
to the Official Statement amending or supplementing the information contained under the
aforementioned captions (as qualified above), or arise out of or are based upon the omission
or alleged untrue statement or omission to state therein a material fact necessary to make
the statements under the aforementioned captions (as qualified above) not misleading under
the circumstances under which they were made and will reimburse any indemnified party
for any reasonable legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are incurred.
(b) Promptly after receipt by an indemnified party under subsection (a) above
of notice of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the omission so to
notify the indemnifying party shall not relieve the indemnifying party from any liability
which it may have to the indemnified party otherwise than under such subsection, unless
such indemnifying party was prejudiced by such delay or lack of notice. In case any such
action shall be brought against an indemnified party, it shall promptly notify the
indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate therein and, to the extent that it shall wish, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with
the consent of the indemnified party, be counsel to the indemnifying party), and, after
notice from the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with the defense
thereof other than reasonable costs of investigation. The indemnifying party shall not be
liable for any settlement of any such action effected without its consent, but if settled with
A-5
the consent of the indemnifying party or if there is a final judgment for the plaintiff in any
such action, the indemnifying party will indemnify and hold harmless any indemnified
party from and against any loss or liability by reason of such settlement or judgment. The
indemnity herein shall survive delivery of the Bonds and shall survive any investigation
made by or on behalf of the City, the Developer or the Underwriter.
6. Survival of Representations, Warranties and Covenants. All representations,
warranties, and agreements in this Developer Letter of Representations will survive regardless of
(a) any investigation or any statement in respect thereof made by or on behalf of the Underwriter,
(b) delivery of any payment by the Underwriter for the Bonds hereunder, and (c) any termination
of the Bond Purchase Agreement.
7. Binding on Successors and Assigns. This Developer Letter of Representations will
be binding upon the Developer and its successors and assigns and inure solely to the benefit of the
Underwriter and the City, and no other person or firm or entity will acquire or have any right under
or by virtue of this Developer Letter of Representations.
[Signature page to follow]
A-6
DEVELOPER:
MM ANNA 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its Manager
By: ______________________________
Name: Mehrdad Moayedi
Its Manager
B-1
APPENDIX B
$[PAR AMOUNT]
CITY OF ANNA, TEXAS, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1
PROJECT)
ISSUE PRICE CERTIFICATE
The undersigned, as the duly authorized representative of FMSbonds, Inc. (the
“Purchaser”), hereby certifies with respect to the $[PAR AMOUNT] City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2025 (Sherley Tract No. 2 Public Improvement District
Neighborhood Improvement Area #1 Project) (“the “Bonds”) issued by the City of Anna, Texas
(the “Issuer”), hereby certifies, based on its records and information, as follows:
(a) [Other than the Bonds maturing in ____________ (the “Hold-the-Price
Maturities”), the][The first price at which at least ten percent (“Substantial Amount”) of the
principal amount of each maturity of the Bonds having the same credit and payment terms (a
“Maturity”) was sold to a person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter (the “Public”) is set forth in the final Official
Statement relating to the Bonds.
(Add (b) and (c) only if there are Hold-the-Price Maturities)
(b) On or before the first day on which there is a binding contract (“Purchase Contract”)
in writing for the sale of the Bonds (the “Sale Date”), the Purchaser offered to the Public each
Maturity of the Hold-the-Price Maturities at their respective initial offering prices (the “Initial
Offering Prices”), as listed in the final Official Statement relating to the Bonds.
(c) As set forth in the Purchase Contract, the Purchaser agreed in writing to neither
offer nor sell any of the Hold-the-Price Maturities to any person at any higher price than the
respective Initial Offering Price for such Hold-the-Price Maturities until a date that is the earlier
of the close of the fifth business day after the Sale Date or the date on which the Purchaser sells a
Substantial Amount of a Hold-the-Price Maturities of the Bonds to the Public at no higher price
than the Initial Offering Price for such Hold-the-Price Maturity.
A copy of the pricing wire or equivalent communication for the Bonds is attached to this
Certificate as Schedule A.
For purposes of this Issue Price Certificate, the term “Underwriter” means (1) (i) a person
that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the Public, or (ii) any person
that agrees pursuant to a written contract directly or indirectly with a person described in clause
(1)(i) of this paragraph (including a member of a selling group or a party to a retail distribution
agreement participating in the initial sale of the Bonds to the Public) to participate in the initial
sale of the Bonds to the Public, and (2) any person who has more than 50% common ownership,
directly or indirectly, with a person described in clause (1) of this paragraph.
B-2
The undersigned understands that the foregoing information will be relied upon by the
Issuer with respect to certain of the representations set forth in the Federal Tax Certificate and with
respect to compliance with the federal income tax rules affecting the Bonds, and by McCall,
Parkhurst & Horton L.L.P. in connection with rendering its opinion that the interest on the Bonds
is excluded from gross income for federal income tax purposes, the preparation of the Internal
Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer
from time to time relating to the Bonds. Notwithstanding anything set forth herein, the Purchaser
is not engaged in the practice of law and makes no representation as to the legal sufficiency of the
factual matters set forth herein.
EXECUTED and DELIVERED this _______________, 2025.
FMSbonds, Inc.
By:
Name:
Title:
SCHEDULE A
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
C-1
APPENDIX C
[LETTERHEAD OF THE CITY ATTORNEY]
August 26, 2025
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Regions Bank
3773 Richmond Avenue, Suite 1100
Houston, Texas 77046
Greenberg Traurig, LLP
2200 Ross Avenue, Suite 5200
Dallas, Texas 75201
City of Anna
120 W. 7th Street
Anna, Texas 75409
$[PAR AMOUNT]
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT AREA #1
PROJECT)
Ladies and Gentlemen:
We are the City Attorney of the City of Anna, Texas (the “City”) and render this opinion in
connection with the issuance and sale of $[PAR AMOUNT] “City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2025 (Sherley Tract No. 2 Public Improvement District
Improvement Area #1 Project)” (the “Bonds”), by the City, a political subdivision of the State of
Texas (the “State”).
The Bonds are authorized pursuant to Ordinance No. [_________] and enacted by the City
Council of the City (the “City Council”) on August 26, 2025 (the “Bond Ordinance”) and shall be
issued pursuant to the provisions of Subchapter A of the Public Improvement District Assessment
Act, Chapter 372, Texas Local Government Code, as amended (the “Act”) and the Amended and
Restated Indenture of Trust dated as of September 1, 2025 (the “Indenture”) by and between the
City and Regions Bank as trustee (the “Trustee”). The Bonds are being sold to FMSbonds, Inc.
pursuant to the Bond Purchase Agreement dated August 26, 2025 between the City and FMSbonds,
Inc. (the “Bond Purchase Agreement”). This opinion is being delivered pursuant to Section 9(c) of
the Bond Purchase Agreement. Capitalized terms not defined herein shall have the same meanings
as in the Indenture, unless otherwise stated herein.
In connection with rendering this opinion, we have reviewed:
(a) The Resolution No. [_____] enacted by the City Council on December 8, 2020, (the
“Creation Resolution.”);
C-2
(b) The Assessment Ordinance;
(c) The Bond Ordinance;
(d) The A&R SAP Ordinance and the Service and Assessment Plan, as updated (the
“Service and Assessment Plan”) and attached as an exhibit thereto;
(e) The Indenture;
(f) The Bond Purchase Agreement;
(g) That certain Development Agreement;
(h) That certain City Continuing Disclosure Agreement;
(i) That certain Landowner Agreement;
(j) That certain CFA Agreement; and
(k) Such other documents, records, agreements or certificates as we have deemed
necessary or appropriate to enable us to render the opinions expressed below.
The Creation Resolution, the Assessment Ordinance, the Indenture, and the Bond
Ordinance shall hereinafter be collectively referred to as the “Authorizing Documents” and the
remaining documents shall hereinafter be collectively referred to as the “City Documents.”
In all such examinations, we have assumed that all signatures on documents and
instruments executed by the City are genuine and that all documents submitted to me as copies
conform to the originals. In addition, for purposes of this opinion, we have assumed the due
authorization, execution and delivery of the City Documents by all parties other than the City.
Based upon and subject to the foregoing and the additional qualifications and assumptions
set forth herein, we are of the opinion that:
1. The City is a Texas political subdivision and has all necessary power and authority
to enter into and perform its obligations under the Authorizing Documents and the City
Documents. The City has taken or obtained all actions, approvals, consents and authorizations
required of it by applicable laws in connection with the execution of the Authorizing Documents
and the City Documents and the performance of its obligations thereunder.
2. To the best of my knowledge, there is no action, suit, proceeding, inquiry or
investigation at law or in equity, before or by any court, public board or body, pending, or
threatened against the City: (a) affecting the existence of the City or the titles of its officers to their
respective offices, (b) in any way questioning the formation or existence of the District, (c)
affecting, contesting or seeking to prohibit, restrain or enjoin the delivery of any of the Bonds, or
the payment, collection or application of any amounts pledged or to be pledged to pay the principal
of and interest on the Bonds, including the Assessments in Improvement Area #1 of the District
pursuant to the provisions of the Assessment Ordinance, the A&R SAP Ordinance, and the Service
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and Assessment Plan referenced therein, (d) contesting or affecting the validity or enforceability
or the City’s performance of the City Documents, (e) contesting the exclusion of the interest on
the Bonds from federal income taxation, or (f) which may result in any material adverse change
relating to the financial condition of the City.
3. The Authorizing Documents were duly enacted by the City and remain in full force
and effect on the date hereof.
4. The City Documents have been duly authorized, executed and delivered by the City
and are legal, valid and binding obligations of the City enforceable against the City in accordance
with their respective terms. However, the enforceability of the obligations of the City under such
City Documents may be limited or otherwise affected by (a) bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the rights of creditors generally, (b) principles
of equity, whether considered at law or in equity, or (c) the application of State law relating to
action by future councils and relating to governmental immunity applicable to governmental
entities.
6. No further consent, approval, authorization, or order of any court or governmental
agency or body or official is required to be obtained by the City as a condition precedent to the
performance by the City of its obligations under the Authorizing Documents and the City
Documents (other than those that have been or will be obtained prior to the delivery of the Bonds,
including the opinion of the Texas Attorney General).
7. The City has duly authorized and delivered the Preliminary Official Statement and
the Official Statement.
8. Based upon my limited participation in the preparation of the Preliminary Official
Statement and the Official Statement (collectively, the “Official Statement”), the statements and
information contained in the Preliminary Official Statement and the Official Statement with
respect to the City under the captions and subcaptions “ASSESSMENT PROCEDURES –
Assessment Methodology” and “ – Assessment Amounts,” “THE CITY,” “THE DISTRICT,”
“THE DEVELOPMENT – Development Agreement,” “LEGAL MATTERS – Litigation – The
City,” “CONTINUING DISCLOSURE – The City” and “– The City’s Compliance with Prior
Undertakings” are a fair and accurate summary of the laws and the documents and facts
summarized therein.
9. The adoption of the Authorizing Documents, the execution and delivery of the City
Documents and the compliance with the provisions of the Authorizing Documents and the City
Documents under the circumstances contemplated thereby, to the best of my knowledge: (a) do
not and will not in any material respect conflict with or constitute on the part of the City a breach
of or default under any agreement to which the City is a party or by which it is bound, and (b) do
not and will not in any material respect conflict with or constitute on the part of the City a violation,
breach of or default under any existing law, regulation, constitutional provision, court order or
consent decree to which the City is subject.
This opinion may not be relied upon by any other person except those specifically
addressed in this letter.
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Very truly yours,
______________________
CITY ATTORNEY
D-1
APPENDIX D
[LETTERHEAD OF BOGHETICH LAW]
September 23, 2025
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
Regions Bank
3773 Richmond Avenue, Suite 1100
Dallas, Texas 75248
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P
717 North Harwood, Suite 900
Dallas, Texas 75201
Greenberg Traurig, LLP
2200 Ross Avenue, Suite 5200
Dallas, Texas 75201
$[PAR AMOUNT]
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT NO. 2 PUBLIC IMPROVEMENT DISTRICT IMPROVEMENT
AREA #1 PROJECT)
Ladies & Gentlemen:
We have acted as special counsel to MM Anna 325, LLC, a Texas limited liability company
(the “Developer”) in connection with the issuance and sale by the City of Anna, Texas (the
“City”), of $[PAR AMOUNT] City of Anna, Texas, Special Assessment Revenue Bonds, Series
2025 (Sherley Tract No. 2 Public Improvement District Improvement Area #1 Project) (the
“Bonds”), pursuant to the Indenture of Trust dated as of September 1, 2025 (the “Indenture”), by
and between the City and Regions Bank, as trustee (the “Trustee”). Proceeds from the sale of the
Bonds will be used, in part, to fund certain public infrastructure improvements in the Development
(as defined in the Official Statement) located in the City.
The Bonds are being sold by FMSbonds, Inc. (the “Underwriter”), pursuant to that certain
Bond Purchase Agreement dated August 26, 2025 (the “Bond Purchase Agreement”), by and
between the City and the Underwriter.
All capitalized terms used herein and not otherwise defined shall have the meanings
ascribed thereto in the Bond Purchase Agreement.
D-2
In our capacity as special counsel to the Developer, and for purposes of rendering the
opinions set forth herein, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of:
(a) The following documents (collectively, the “Material Documents”):
(1) the Development Agreement;
(2) the Reimbursement Agreement;
(3) the CFA Agreement;
(4) the Landowner Agreement; and
(5) the Developer Letter of Representations;
(b) General Certificate of the Developer and the Closing Certificate of the Developer, each
dated as of the date hereof (together, the “Developer Certificate”);
(c) The Preliminary Official Statement, dated [PLOM DATE], 2025, relating to the
issuance of the Bonds (the “Preliminary Official Statement”);
(d) The final Official Statement, dated August 26, 2025, relating to the issuance of the
Bonds (collectively with the Preliminary Official Statement, the “Official Statement”); and
(e) Such other documents, records, agreements, and certificates of the Developer as we
have deemed necessary or appropriate to render the opinions expressed below.
In basing the opinions and other matters set forth herein on “our knowledge,” the words
“our knowledge” signify that, in the course of our representation of the Developer, the principal
attorneys in this firm involved in the current actual transaction do not have actual knowledge or
actual notice that any such opinions or other matters are not accurate or that any of the documents,
certificates, reports and information on which we have relied are not accurate and complete.
Except as otherwise stated herein, we have undertaken no independent investigation or
certification of such matters. The words “our knowledge” and similar language used herein are
intended to be limited to the knowledge of the attorneys within our firm who have worked on the
matters contemplated by our representation as special counsel.
In rendering the opinions set forth herein, we have assumed, without independent
investigation (other than the Developer), that: (i) the due authorization, execution, and delivery of
each of the documents referred to in this opinion letter by all parties thereto and that each such
document constitutes a valid, binding, and enforceable obligation of each party thereto, (ii) all of
the parties to the documents referred to in this opinion letter are duly organized, validly existing,
in good standing and have the requisite power, authority (corporate, limited liability company,
partnership or other) and legal right to execute, deliver, and perform its obligations under such
documents (except to the extent set forth in our opinions set forth herein regarding valid existence
and power and authority of the Developer to execute, deliver, and perform its obligations under
the Material Documents), (iii) each certificate from governmental officials reviewed by us is
accurate, complete, and authentic, and all official public records are accurate and complete, (iv)
the legal capacity of all natural persons, (v) the genuineness of all signatures (other than those of
D-3
the Developer in respect of the Material Documents), (vi) the authenticity and accuracy of all
documents submitted to us as originals, (vii) the conformity to original documents of all documents
submitted to us as photostatic or certified copies, (viii) that no laws or judicial, administrative, or
other action of any governmental authority of any jurisdiction not expressly opined to herein would
adversely affect the opinions set forth herein, and (ix) that the execution and delivery by each party
of, and performance of its agreements in, the Material Documents do not breach or result in a
default under any existing obligation of such party under any agreements, contracts or instruments
to which such party is a party to or otherwise subject to or any order, writ, injunction or decree of
any court applicable to such party.
In addition, we have assumed that the Material Documents accurately reflect the complete
understanding of the parties with respect to the transactions contemplated thereby and the rights
and obligations of the parties thereunder. We have also assumed that the terms and conditions of
the transaction as reflected in the Material Documents have not been amended, modified or
supplemented, directly or indirectly, by any other agreement or understanding of the parties or
waiver of any of the material provisions of the Material Documents.
We assume that none of the parties to the Material Documents (other than the Developer)
is a party to any court or regulatory proceeding relating to or otherwise affecting the Material
Documents or is subject to any order, writ, injunction or decree of any court or federal, state or
local governmental agency or commission that would prohibit the execution and delivery of the
Material Documents, or the consummation of the transactions therein contemplated in the manner
therein provided, or impair the validity or enforceability thereof. We assume that each of the
parties to the Material Documents (other than Developer) has full authority to close this transaction
in accordance with the terms and provisions of the Material Documents.
We assume that neither the Underwriter nor the City nor their respective counsel has any
current actual knowledge of any facts not known to us or any law or judicial decision which would
make the opinions set forth herein incorrect, and that no party upon whom we have relied for
purposes of this opinion letter has perpetrated a fraud.
We have only been engaged by our clients in connection with the Material Documents (and
the transactions contemplated in the Material Documents) and do not represent these clients
generally.
Opinions and Assurances
Based solely upon the foregoing, and subject to the assumptions and limitations set forth
herein, we are of the opinion that:
1. The execution and delivery by the Developer of the Material Documents and the
performance by the Developer of its obligations under the Material Documents will not (i) violate
any applicable law; or (ii) conflict with or result in the breach of any court decree or order of any
governmental body identified in the Developer Certificate or otherwise actually known to the
lawyers who have provided substantive attention to the representation reflected in this opinion
binding upon or affecting the Developer, the conflict with which or breach of which would have a
material, adverse effect on the ability of the Developer to perform its obligations under the Material
Documents to which it is a party.
D-4
2. To our knowledge, no governmental approval which has not been obtained or taken
is required to be obtained or taken by the Developer on or before the date hereof as a condition to
the performance by the Developer of its obligations under the Material Documents to which it is a
party, except for governmental approvals that may be required to comply with certain covenants
contained in the Material Documents (including, without limitation, covenants to comply with
applicable laws).
3. The Developer has duly executed and delivered each of the Material Documents
to which it is a party, and each of the Material Documents constitute the legal, valid, and binding
obligations of the Developer, enforceable against the Developer in accordance with their respective
terms, subject to the following qualifications: (i) the effect of applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws affecting the rights of creditors generally, (ii)
the effect of the exercise of judicial discretion in accordance with general principles of equity
(whether applied by a court of law or of equity), and (iii) the effect that enforceability of the
indemnification provisions therein may be limited, in whole or in part. The execution, delivery,
and performance by the Developer of its obligations under the Material Documents do not violate
any existing laws of the State of Texas applicable to the Developer.
4. To our knowledge after reasonable inquiry, there are no actions, suits or
proceedings pending or threatened against the Developer identified in the Developer Certificate or
otherwise actually known to the lawyers who have provided substantive attention to the
representation reflected in this opinion in any court of law or equity, or before or by any
governmental instrumentality with respect to the validity or enforceability against it of such
Material Documents or the transactions described therein.
5. The execution and delivery of the Material Documents do not, and the transactions
described therein may be consummated and the terms and conditions thereof may be observed and
performed in a manner that does not, conflict with or constitute a breach of or default under any
loan agreement, Indenture, bond note, resolution, agreement or other instrument to which the
Developer is a party or is otherwise subject and which have been identified in the Developer
Certificate which violation, breach or default would materially adversely affect the Developer or
its performance of its obligations under the transactions described in the Material Documents; nor
will any such execution, delivery, adoption, fulfillment, or compliance result in the creation or
imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever
upon any of the property or assets of the Developer, except as expressly described in the Material
Documents (a) under applicable law or (b) under any such loan agreement, indenture, bond note,
resolution, agreement, or other instrument.
6. The information set forth in the Official Statement under the captions “PLAN OF
FINANCE — Development Plan and Status of Development in Improvement Area #1,” “THE
IMPROVEMENT AREA #1 PROJECTS,” “THE DEVELOPMENT,” “THE DEVELOPER,”
“BONDHOLDERS’ RISKS” (only as it pertains to the Developer, the Improvement Area #1
Projects, and the Development, as defined in the Official Statement),” “LEGAL MATTERS —
Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the
Developer) and “CONTINUING DISCLOSURE – The Developer,” adequately and fairly describe
the information summarized under such captions and are correct as to matters of law.
D-5
7. Subject to the below qualifications and based upon our participation in the
preparation of the Official Statement and our participation at conferences with representatives of
the Underwriter and its counsel, of the City and its counsel, and with representatives of the
Developer and its lawyers, at which the Official Statement and related matters were discussed, and
although we have not independently verified the information in the Official Statement and are not
passing upon and do not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Official Statement and any amendment or supplement thereto, no
facts have come to our attention that lead us to believe that the information set forth under the
captions referenced in the preceding paragraph as of the date of the Official Statement and the date
hereof, contained or contains any untrue statement of a material fact, or omitted or omits to state
any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
Qualifications
In addition to any assumptions, qualifications and other matters set forth elsewhere herein,
the opinions set forth above are subject to the following assumptions and qualifications:
(a) We have not examined any court dockets, agency files or other public records
regarding the entry of any judgments, writs, decrees or orders or the pendency of any actions,
proceedings, investigations or litigation.
(b) We have relied upon the Developer Certificate, as well as the representations of the
Developer contained in the Material Documents, with respect to certain facts material to our
opinion. Except as otherwise specifically indicated herein, we have made no independent
investigation regarding any of the foregoing documents or the representations contained therein.
(c) Our opinion delivered pursuant to Section 3 above is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other
laws affecting creditors’ rights generally and to the effect of general principles of equity, including
(without limitation) remedies of specific performance and injunctive relief and concepts of
materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a
proceeding in equity or at law).
(d) Except for the Material Documents, we have not reviewed, and express no opinion
as to, any other contracts or agreements to which the Developer is a party or by which the
Developer is or may be bound.
(e) The opinions expressed herein are based upon and limited to the applicable laws of
the State of Texas and the laws of the United States of America, excluding the principles of
conflicts of laws thereof, as in effect as of the date hereof, and our knowledge of the facts relevant
to such opinions on such date. In this regard, we note that we are members of the Bar of the State
of Texas, we do not express any opinion herein as to matters governed by the laws of any other
jurisdiction, except the United States of America, we do not purport to be experts in any other laws
and we can accept no responsibility for the applicability or effect of any such laws. In addition,
we assume no obligation to supplement the opinions expressed herein if any applicable laws
change after the date hereof, or if we become aware of any facts or circumstances that affect the
opinions expressed herein.
D-6
(f) This letter is strictly limited to the matters expressly set forth herein and no
statements or opinions should be inferred beyond such matters.
(g) Notwithstanding anything contained herein to the contrary, we express no opinion
whatsoever concerning the status of title to any real or personal property.
(h) The opinions expressed herein regarding the enforceability of the Material
Documents are subject to the qualification that certain of the remedial, waiver or other provisions
thereof may not be enforceable; but such unenforceability will not, in our judgment, render the
Material Documents invalid as a whole or substantially interfere with the practical realization of
the principal legal benefits provided in the Material Documents, except to the extent of any
economic consequences of any procedural delays which may result therefrom.
(i) The opinion expressed herein as to the enforceability of the Material Documents is
specifically subject to the qualification that enforceability of the Material Documents is limited by
the following: (i) the rights of the United States under the Federal Tax Lien Act of 1966, as
amended; (ii) principles of equity, public policy and unconscionability which may limit the
availability of certain remedies; (iii) bankruptcy, insolvency, reorganization, fraudulent
conveyance, liquidation, probate, conservatorship and other laws applicable to creditors’ rights or
the collection of debtors’ obligations generally; and (iv) requirements of due process under the
United States Constitution, the Constitution of the State of Texas and other laws or court decisions
limiting the rights of creditors to repossess, foreclose or otherwise realize upon the property of a
debtor without appropriate notice or hearing or both.
(j) We express no opinion as to whether a court would grant specific performance or
any other equitable remedy with respect to the enforcement of the Material Documents.
(k) We express no opinion as to the validity, binding effect, or enforceability of: (i)
provisions which purport to waive rights or notices, including rights to trial by jury, counterclaims
or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, waivers of
defenses or the benefits of statutes of limitations, marshaling of assets, the transferability of any
assets which by their nature are nontransferable, sales in inverse order of alienation, or severance;
(iii) provisions purporting to waive the benefits of present or of future laws relating to exemptions,
appraisement, valuation, stay of execution, redemption, extension of time for payment, setoff and
similar debtor protection laws; or (iv) provisions requiring a party to pay fees and expenses
regardless of the circumstances giving rise to such fees or expenses or the reasonableness thereof.
(l) The opinions expressed herein are subject to the effect of generally applicable rules
of law that provide that forum selection clauses in contracts are not necessarily binding on the
court(s) in the forum selected.
(m) We express no opinion as to the enforceability of any provisions in the Material
Documents purporting to entitle a party to indemnification in respect of any matters arising in
whole or in part by reason of any negligent, illegal or wrongful act or omission of such party.
This opinion is furnished to those parties addressed in this letter solely in connection with
the transactions, for the purposes and on the terms described above and may not be relied upon for
any other purpose or by any other person in any manner or for any purpose.
D-7
Very truly yours,
Boghetich Law, PLLC
By: __________________________
E-1
APPENDIX E
CLOSING CERTIFICATE OF DEVELOPER
MM Anna 325, LLC, a Texas limited liability company (the “Developer”) DOES HEREBY
CERTIFY the following as of the date hereof. All capitalized terms not otherwise defined herein
shall have the meaning given to such term in the Official Statement.
1. The Developer is a limited liability company organized, validly existing and in
good standing under the laws of the State of Texas.
2. Representatives of the Developer have provided information to the City of Anna,
Texas (the “City”) and FMSbonds, Inc. (the “Underwriter”) to be used in connection with the
offering by the City of its $[PAR AMOUNT] aggregate principal amount of Special Assessment
Revenue Bonds, Series 2025 (Sherley Tract No. 2 Public Improvement District Improvement Area
#1 Project) (the “Bonds”), pursuant to the City’s Preliminary Official Statement, dated [PLOM
DATE], 2025, and Official Statement dated August 26, 2025 (together, the “Official Statement”).
3. The Developer has delivered to the Underwriter and the City true, correct, complete
and fully executed copies of the Developer’s organizational documents, and such documents have
not been amended or supplemented and are in full force and effect as of the date hereof.
4. The Developer has delivered to the Underwriter and the City a (i) Certificate of
Status from the Texas Secretary of State and (ii) verification of franchise tax account status from
the Texas Comptroller of Public Accounts for the Developer.
5. The Developer has executed or caused the execution of, and delivered each of the
below listed documents (individually, a “Developer Document” and collectively, the “Developer
Documents”) in the capacity provided for in each such Developer Document, and each such
Developer Document constitutes a valid and binding obligation of the Developer, enforceable
against the Developer in accordance with its terms:
(a) that certain Developer Letter of Representations;
(b) that certain Development Agreement effective;
(c) that certain CFA Agreement;
(d) that certain Reimbursement Agreement; and
(e) that certain Landowner Agreement.
6. The Developer has complied in all material respects with all of the Developer’s
agreements and covenants and satisfied all conditions required to be complied with or satisfied by
the Developer under the Developer Documents on or prior to the date hereof.
7. The representations and warranties of the Developer contained in the Developer
Documents are true and correct in all material respects as if made on the date thereof.
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8. The execution and delivery of the Developer Documents by Developer does not
violate any judgment, order, writ, injunction or decree binding on the Developer or any indenture,
agreement, or other instrument to which Developer is a party. To the Developer’s knowledge, after
due inquiry, there are no proceedings pending or threatened in writing before any court or
administrative agency against the Developer that is either not covered by insurance or which
singularly or collectively would have a material, adverse effect on the ability of the Developer to
perform its obligations under the Developer Documents in all material respects or that would
reasonably be expected to prevent or prohibit the development of the Development in accordance
with the description thereof in the Official Statement.
9. The Developer has reviewed and approved the information contained in the
Official Statement under the captions “PLAN OF FINANCE – Development Plan and Status of
Development in Improvement Area #1,” “THE IMPROVEMENT AREA #1 PROJECTS,” “THE
DEVELOPMENT,” “THE DEVELOPER,” “BONDHOLDERS’ RISKS” (only as it pertains to the
Developer, the Improvement Area #1 Projects, and the Development), “LEGAL MATTERS —
Litigation — The Developer,” “SOURCES OF INFORMATION” (only as it pertains to the
Developer) and “CONTINUING DISCLOSURE – The Developer”, and certifies that the same
does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in the light of the circumstances under which they
are made, not misleading respecting such Developer and the portion of the Development owned
by such Developer, provided, however, that the foregoing certification is not a certification as to
the accuracy, completeness or fairness of any of the other statements contained in the Official
Statement.
10. The Developer is in compliance in all material respects with all provisions of
applicable law in all material respects relating to the Developer in connection with the
Development. Except as otherwise described in the Official Statement: (a) there is no default of
any zoning condition, land use permit or development agreement binding upon the Developer or
any portion of the Development that would materially and adversely affect the Developer’s ability
to complete or cause to be completed the development of such portion of the Development as
described in the Official Statement; and (b) we have no reason to believe that any additional
permits, consents and licenses required to complete the Development as and in the manner
described in the Official Statement will not be reasonably obtainable in due course.
11. The Developer is not insolvent and has not made an assignment for the benefit of
creditors, filed or consented to a petition in bankruptcy, petitioned or applied (or consented to any
third party petition or application) to any tribunal for the appointment of a custodian, receiver or
any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction.
12. The levy of the Assessments (as defined in the Official Statement) on property in
Improvement Area #1 of the District owned by Developer will not conflict with or constitute a
breach of or default under any agreement, indenture or other instrument to which the Developer is
a party or to which the Developer or any of its property or assets is subject.
E-3
13. The Developer is not in default under any mortgage, trust indenture, lease or other
instrument to which it or any of its assets is subject, which default would have a material and
adverse effect on the Bonds or the development of the Development.
14. The Developer has no knowledge of any physical condition of the Development
owned or to be developed by the Developer that currently requires, or currently is reasonably
expected to require in the process of development investigation or remediation under any
applicable federal, state or local governmental laws or regulations relating to the environment in
any material and adverse respect.
Dated: September 23, 2025
[Signature page to follow]
E-1
DEVELOPER:
MM ANNA 325, LLC,
a Texas limited liability company
By: MMM Ventures, LLC,
a Texas limited liability company
Its Manager
By: 2M Ventures, LLC,
a Delaware limited liability company
Its Manager
By: ______________________________
Name: Mehrdad Moayedi
Its Manager
[Signature page of Closing Certificate of Developer]
F-1
APPENDIX F
[LETTERHEAD OF INTEGRA REALTY RESOURCES]
September 23, 2025
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Avenue, Suite 1100
Dallas, Texas 75248
Greenberg Traurig, LLP
2200 Ross Avenue, Suite 5200
Dallas, Texas 75201
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2025 (Sherley
Tract No. 2 Public Improvement District Improvement Area #1 Project) (the
“Bonds”)
Ladies and Gentlemen:
The undersigned, ________________, appraiser of the property contained in Improvement
Area #1 of the Sherley Tract Public Improvement District No. 2 (the “District”), does hereby
represent the following:
1. On behalf of Integra Realty Resources – Dallas, I have supplied certain information
contained in the Preliminary Official Statement for the Bonds, dated [PLOM DATE], 2025, and
the Official Statement for the Bonds, dated on or about August 26, 2025 (together, the “Official
Statement”), relating to the issuance of the Bonds by the City of Anna, Texas, as described above.
The information I have provided is the real estate appraisal of the property in Improvement Area
#1 of the District, located in APPENDIX E to the Official Statement, and the description thereof,
set forth under the caption “APPRAISAL — The Appraisal”.
2. To the best of my professional knowledge and belief, as of the date of my appraisal
report, the portion of the Official Statement described above does not contain an untrue statement
of a material fact as to the information and data set forth therein, and does not omit to state a
material fact necessary to make the statements made therein, in the light of the circumstances under
which they were made, not misleading.
3. I agree to the inclusion of the Appraisal in the Official Statement and the use of the
name of my firm in the Official Statement for the Bonds.
4. I agree that, to the best of my ability, I will inform you immediately should I learn
of any event(s) or information of which you are not aware subsequent to the date of this letter and
prior to the actual time of delivery of the Bonds (anticipated to occur on or about September 23,
F-2
2025) which would render any such information in the Official Statement untrue, incomplete, or
incorrect, in any material fact or render any statement in the appraisal materially misleading.
5. The undersigned hereby represents that he has been duly authorized to execute this
letter of representations.
Sincerely yours,
INTEGRA REALTY RESOURCES -
DALLAS
B :
Its:
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APPENDIX G
[LETTERHEAD OF ADMINISTRATOR]
September 23, 2025
City of Anna, Texas
120 W. 7th Street
Anna, Texas 75409
FMSbonds, Inc.
5 Cowboys Way, Suite 300-25
Frisco, Texas 75034
McCall, Parkhurst & Horton L.L.P
717 North Harwood, Suite 900
Dallas, Texas 75201
Regions Bank
3773 Richmond Avenue, Suite 1100
Dallas, Texas 75248
Greenberg Traurig, LLP
2200 Ross Avenue, Suite 5200
Dallas, Texas 75201
Re: City of Anna, Texas, Special Assessment Revenue Bonds, Series 2025 (Sherley
Tract No. 2 Public Improvement District Improvement Area #1 Project) (the
“Bonds”)
Ladies and Gentlemen:
The undersigned, an authorized representative of P3Works, LLC (“P3Works”), consultant
in connection with the creation by the City of Anna, Texas (the “City”), of the Sherley Tract Public
Improvement District No. 2 (the “District”), does hereby represent the following:
1. P3Works has supplied certain information contained in the Preliminary Official
Statement, dated [PLOM DATE], 2025 (the “Preliminary Official Statement”), and the final
Official Statement, dated on or about August 26, 2025 (together with the Preliminary Official
Statement, the “Official Statement”), both in connection with the Bonds, relating to the issuance
of the Bonds by the City, as described above. The information P3Works provided for the
Preliminary Official Statement and the Official Statement is located (a) under the captions
“ASSESSMENT PROCEDURES — Assessment Methodology” and “— Assessment Amounts,”
“ASSESSMENT AND COLLECTION DATA FOR THE DISTRICT,” and “THE
ADMINISTRATOR,” and (b) in the Service and Assessment Plan (the “SAP”) for the City located
in APPENDIX B to the Official Statement.
2. To our professional knowledge and belief, the portions of the Official Statement
described above do not contain an untrue statement of a material fact as to the information and
data set forth therein, and do not omit to state a material fact necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading.
3. We agree to the inclusion of the SAP in the Preliminary Official Statement and the
Official Statement and to the use of the name of our firm in the Preliminary Official Statement and
the Official Statement for the Bonds.
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4. We agree that, to the best of our ability, we will inform you immediately should we
learn of any event(s) or information of which you are not aware subsequent to the date of this letter
and prior to the actual time of delivery of the Bonds (anticipated to occur on or about September
23, 2025) which would render any such information in the Official Statement untrue, incomplete,
or incorrect, in any material fact or render any such information materially misleading.
5. The undersigned hereby represents that he or she has been duly authorized to
execute this letter of representation.
Sincerely yours,
P3WORKS, LLC
B :
Its:
C-1
EXHIBIT C
CONTINUING DISCLOSURE AGREEMENT
707773520v3
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1
PROJECT)
CONTINUING DISCLOSURE AGREEMENT OF THE ISSUER
This Continuing Disclosure Agreement of the Issuer dated as of September 1. 2025 (this
“Disclosure Agreement”) is executed and delivered by and between the City of Anna, Texas (the
“Issuer”), P3Works, LLC (the “Administrator”), and Regions Bank, an Alabama state banking
corporation (the “Dissemination Agent”) with respect to the Issuer’s “Special Assessment Revenue
Bonds, Series 2025 (Sherley Tract Public Improvement District No. 2 Improvement Area #1 Project)”
(the “Bonds”). The Issuer and the Dissemination Agent covenant and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the Issuer, the Administrator and the Dissemination Agent for the benefit of
the Owners (defined below) and beneficial owners of the Bonds. Unless and until a different filing
location is designated by the MSRB (defined below) or the SEC (defined below), all filings made by the
Dissemination Agent pursuant to this Agreement shall be filed with the MSRB through EMMA (defined
below).
SECTION 2. Definitions. In addition to the definitions set forth above and in the Amended
and Restated Indenture of Trust dated as of September 1. 2025, relating to the Bonds (the “Indenture”),
which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
“Administrator” shall mean, initially, P3Works, LLC, or thereafter any the employee or
designee of the Issuer who shall have the responsibilities provided in the District’s
Service and Assessment Plan, or any other agreement or document approved by the Issuer
related to the duties and responsibilities of the administration of the District.
“Affiliate” shall mean an entity that owns property within Improvement Area #1 of the
District and is controlled by, controls, or is under common control with the Developer.
“Annual Collection Costs” shall have the meaning assigned to such term in the Service
and Assessment Plan.
“Annual Financial Information” shall mean annual financial information as such term is
specified in Section 4(a) of this Disclosure Agreement.
“Annual Installment(s)” shall have the meaning assigned to such term in the Indenture.
“Annual Issuer Report” shall mean any Annual Issuer Report provided by the Issuer
pursuant to, and as described in, Sections 3 and 4(a) of this Disclosure Agreement.
“Assessments” shall have the meaning assigned to such term in the Indenture.
“Business Day” shall mean any day other than a Saturday, Sunday or legal holiday in the
State of Texas observed as such by the Issuer or the Trustee.
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“Developer” shall mean MM Anna 325, LLC, a Texas limited liability company,
including any Affiliate of the Developer and its successors and assigns.
“Disclosure Representative” shall mean the Finance Director of the Issuer or his or her
designee, or such other officer or employee as the Issuer, may designate in writing to the
Dissemination Agent from time to time.
“Dissemination Agent” shall mean Regions Bank, or any successor Dissemination Agent
designated in writing by the Issuer and which has filed with the Trustee a written
acceptance of such designation.
“District” shall mean Sherley Tract Public Improvement District No. 2 within the City
of Anna, Texas.
“EMMA” shall mean the Electronic Municipal Market Access System available on the
internet at http://emma.msrb.org.
“Fiscal Year” shall mean the calendar year from October 1 through September 30.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
“MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity
designated or authorized by the SEC to receive reports pursuant to the Rule.
“Outstanding” shall have the meaning given to it in the Indenture.
“Owner” shall mean the registered owner of any Bonds.
“Underwriter” shall mean FMSbonds, Inc., and its successors and assigns.
“Prepayment” shall mean the payment of all or a portion of an Assessment before the due
date thereof. Amounts received at the time of a Prepayment which represent a principal,
interest or penalties on a delinquent installment of an Assessment are not to be considered
a Prepayment, but rather are to be treated as the payment of the regularly scheduled
Assessment.
“Rule” shall mean Rule 15c2-12 adopted by the SEC under the Securities Exchange Act
of 1934, as the same may be amended from time to time.
“SEC” shall mean the United States Securities and Exchange Commission.
“Service and Assessment Plan” shall have the meaning assigned to such term in the
Indenture.
“Trust Estate” shall have the meaning assigned to such term in the Indenture.
“Trustee” shall mean Regions Bank, or any successor trustee pursuant to the Indenture.
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SECTION 3. Provision of Annual Issuer Reports.
(a) The Issuer shall cause and hereby directs the Dissemination Agent to provide or cause to
be provided to the MSRB, in the electronic or other form required by the MSRB, commencing with the
Fiscal Year ending September 30, 2025, an Annual Issuer Report provided to the Dissemination Agent
which is consistent with the requirements of and within the time periods specified in Section 4 of this
Disclosure Agreement. In each case, the Annual Issuer Report may be submitted as a single document
or as separate documents comprising a package and may include by reference other information as
provided in Section 4 of this Disclosure Agreement. If the Issuer’s Fiscal Year changes, it shall file
notice of such change (and of the date of the new Fiscal Year) with the MSRB prior to the next date by
which the Issuer otherwise would be required to provide the Annual Issuer Report pursuant to this
paragraph. All documents provided to the MSRB shall be accompanied by identifying information as
prescribed by the MSRB.
Not later than ten (10) days prior to the date specified in Section 4 of this Disclosure Agreement
for providing the Annual Issuer Report to the MSRB, the Issuer shall provide the Annual Issuer Report
to the Dissemination Agent and direct the Dissemination Agent in writing to provide such Annual Issuer
Report to the MSRB not later than ten (10) days from receipt of such Annual Issuer Report from the
Issuer.
If by the fifth (5th) day before the filing date required under Section 4 of this Disclosure
Agreement, the Dissemination Agent has not received a copy of the Annual Issuer Report, the
Dissemination Agent may contact the Disclosure Representative by telephone and in writing (which may
be by e-mail) to remind the Issuer of its undertaking to provide Annual Issuer Report pursuant to this
subsection (a). Upon such reminder, the Disclosure Representative shall either (i) provide the
Dissemination Agent with an electronic copy of the Annual Issuer Report no later than two (2) Business
Days prior to the filing date required under Section 4 of this Disclosure Agreement; or (ii) instruct the
Dissemination Agent in writing that the Issuer will not be able to provide the Annual Issuer Report within
the time required under this Disclosure Agreement, state the date by which the Annual Issuer Report for
such year will be provided and instruct the Dissemination Agent to immediately send a notice to the
MSRB in substantially the form attached as Exhibit A; provided, however, that in the event the
Disclosure Representative is required to act under either (i) or (ii) described above, the Dissemination
Agent is hereby authorized and directed to file the Annual Issuer Report or the notice of failure to file,
as applicable, to the MSRB, no later than six months after the end of each Fiscal Year; provided further,
however, that in the event the Disclosure Representative fails to act under either (i) or (ii) described
above, the Dissemination Agent is hereby authorized and directed to file a notice of failure to file no
later than on the last Business Day of the six month period after the end of the Fiscal Year.
(b) The Issuer shall or shall cause the Dissemination Agent to:
(i) determine the filing address or other filing location of the MSRB each year prior
to filing the Annual Issuer Report on the date required in subsection (a);
(ii) file the Annual Issuer Report containing or incorporating by reference the
information set forth in Section 4(a) hereof; and
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(iii) if the Issuer has provided the Dissemination Agent with the completed Annual
Issuer Report and the Dissemination Agent has filed such Annual Issuer Report with the MSRB,
then upon the Issuer’s written request, the Dissemination Agent shall file a report with the Issuer
certifying that the Annual Issuer Report has been provided pursuant to this Disclosure
Agreement, stating the date it was provided and that it was filed with the MSRB.
SECTION 4. Content and Timing of Annual Issuer Reports; Audited Financial Statements.
(a) The Annual Issuer Report for the Bonds shall contain or incorporate by reference, and
the Issuer agrees to provide or cause to be provided to the Dissemination Agent to file, at Issuer’s written
direction, the following:
Within six months after the end of each Fiscal Year the following Annual Financial Information
(any or all of which may be unaudited):
(i) Tables setting forth the following information, as of the end of such Fiscal Year:
(A) For the Bonds, the maturity date or dates, the interest rate or rates, the
original aggregate principal amount and principal amount remaining Outstanding;
(B) The amounts in the funds and accounts securing the Bonds; and
(C) The assets and liabilities of the Trust Estate.
(ii) The principal and interest paid on the Bonds during the most recent Fiscal Year
and the minimum scheduled principal and interest required to be paid on the Bonds in the next
Fiscal Year.
(iii) Any changes to the land use designation for the property in Improvement Area
#1 of the District from the purposes identified in the Service and Assessment Plan.
(iv) Updates to the information in the Service and Assessment Plan as most recently
amended or supplemented (a “SAP Update”), including any changes to the methodology for
levying the Assessments in Improvement Area #1 of the District.
(v) The aggregate taxable assessed valuation for parcels or lots within Improvement
Area #1 of the District based on the most recent certified tax roll available to the Issuer.
(vi) With respect to single-family residential lots, until building permits have been
issued for parcels or lots representing, in the aggregate, 95% of the total Assessments levied
within Improvement Area #1 of the District, such SAP Update shall include the following:
(A) the number of new homes completed in Improvement Area #1 of the
District during such Fiscal Year; and
(B) the aggregate number of new homes completed within Improvement Area
#1 of the District since filing the initial Annual Issuer Report for Fiscal Year ended
September 30, 2025.
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(vii) Listing of any property or property owners in Improvement Area #1 of the District
representing more than five percent (5%) of the levy of Assessments, the amount of the levy of
Assessments against such landowners, and the percentage of such Assessments relative to the
entire levy of Assessments within Improvement Area #1 of the District, all as of the October 1
billing date for the Fiscal Year.
(viii) Collection and delinquency history of the Assessments within Improvement Area
#1 of the District for the past five Fiscal Years, in the following format:
Collection and Delinquent History of Assessments
Collected in
Fiscal Year
Ending 9/30
Assessment
Billed
Parcels
Levied
Delinquent
Amount
as of 3/1
Delinquent
Percentage
as of 3/1
Delinquent
Amount
as of 9/1
Delinquent
Percentage
as of 9/1
Total
Assessments
Collected(1)
20__ $ — — $
(1) Collected as of _________, 20__. Includes $___________ attributable to Prepayments.
(ix) For each calendar year, if the total amount of Annual Installments that are
delinquent as of September 1 in such calendar year is equal to or greater than ten (10%) of the
total amount of Annual Installments due in such calendar year, a list of parcel numbers for which
the Annual Installments are delinquent.
(x) Total amount of Prepayments collected, as of the February 15 of the calendar year
immediately succeeding such Fiscal Year, in each case with respect to the most recent billing
period (generally, October 1 of the preceding calendar year through January 31 of the current
calendar year).
(xi) The amount of delinquent Assessments by Fiscal Year:
(A) which are subject to institution of foreclosure proceedings (but as to which
such proceedings have not been instituted);
(B) which are currently subject to foreclosure proceedings which have not
been concluded;
(C) which have been reduced to judgment but not collected;
(D) which have been reduced to judgment and collected; and
(E) the result of any foreclosure sales of assessed property within
Improvement Area #1 of the District if the assessed property represents more than one
percent (1%) of the total amount of Assessments.
(xii) A description of any amendment to this Disclosure Agreement and a copy of any
restatements to the Issuer’s audited financial statements during such Fiscal Year.
6
See Exhibit B hereto for a form for submitting the information set forth in the preceding
paragraphs. The Issuer has designated P3Works, LLC as the initial Administrator. The Administrator,
and if no Administrator is designated, Issuer’s staff, shall prepare the Annual Financial Information.
(b) The Issuer shall provide annually to the MSRB through its EMMA, within twelve (12)
months after the end of each Fiscal Year ending on or after September 30, 2025, audited financial
statements of the Issuer. If the audit of such financial statements are not complete within such period,
the Issuer shall provide unaudited financial statements for the applicable Fiscal Year within such twelve-
month period to the MSRB through EMMA, and audited financial statements to the MSRB through
EMMA when the audit report on such statements becomes available.
(c) Any or all of the items listed above may be included by specific reference to other
documents, including disclosure documents of debt issues of the Issuer, which have been submitted to
and are publicly accessible from the MSRB. If the document included by reference is a final offering
document, it must be available from the MSRB. The Issuer shall clearly identify each such other
document so included by reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, each of the following is a Listed Event with
respect to the Bonds:
1. Principal and interest payment delinquencies.
2. Non-payment related defaults, if material.
3. Unscheduled draws on debt service reserves reflecting financial difficulties.
4. Unscheduled draws on credit enhancements reflecting financial difficulties.
5. Substitution of credit or liquidity providers, or their failure to perform.
6. Adverse tax opinions, the issuance by the IRS of proposed or final determinations
of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or
determinations with respect to the tax status of the Bonds, or other material events affecting the tax status
of the Bonds.
7. Modifications to rights of Owners, if material.
8. Bond calls, if material.
9. Defeasances.
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material.
11. Rating changes.
12. Bankruptcy, insolvency, receivership or similar event of the Issuer.
7
13. The consummation of a merger, consolidation, or acquisition of the Issuer, or the
sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the
entry into a definitive agreement to undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material.
14. Appointment of a successor or additional trustee under the Indenture or the change
of name of a trustee, if material.
15. Incurrence of a financial obligation of the obligated person, if material, or
agreements to covenants, events of default, remedies, priority rights, or other similar terms of a financial
obligation of the obligated person, any of which affect security holders if material.
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a financial obligation of the obligated person, any of which reflect
financial difficulties.
For these purposes, any event described in in the immediately preceding paragraph (12) above is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or
similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been
assumed by leaving the existing governing body and officials or officers in possession but subject to the
supervision and orders of a court or governmental authority, or the entry of an order confirming a plan
of reorganization, arrangement, or liquidation by a court or governmental authority having supervision
or jurisdiction over substantially all of the assets or business of the Issuer.
The Issuer intends the words used in paragraphs (15) and (16) above and the definition of
Financial Obligation to have the same meanings as when they are used in the Rule, as evidenced by SEC
Release No. 34-83885, dated August 20, 2018.
Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall
promptly notify the Dissemination Agent in writing and the Issuer shall direct the Dissemination Agent
to file a notice of such occurrence with the MSRB. Following receipt of such with written direction the
Dissemination Agent shall file such within ten (10) Business Days of the occurrence of such Listed
Event; provided that the Dissemination Agent shall not be liable for the filing of notice of any Listed
Event more than ten (10) Business Days after the occurrence of such Listed Event if notice of such Listed
Event is received from the Issuer more than ten (10) Business Days after the occurrence of such Listed
Event.
Additionally, the Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer
to provide annual audited financial statements or Annual Financial Information as required under this
Disclosure Agreement.
Any notice under the preceding paragraphs shall be accompanied with the text of the disclosure
that the Issuer desires to make, the written authorization of the Issuer for the Dissemination Agent to
disseminate such information as provided herein, and the date the Issuer desires for the Dissemination
Agent to disseminate the information (which date shall not be more than ten (10) Business Days after
the occurrence of the Listed Event or failure to file).
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In all cases, the Issuer shall have the sole responsibility for the content, design and other elements
comprising substantive contents of all disclosures. In addition, the Issuer shall have the sole
responsibility to ensure that any notice required to be filed under this Section 5 is filed within ten (10)
Business Days of the occurrence of the Listed Event.
(b) The Dissemination Agent and the Administrator shall, within one (1) Business Day of
obtaining actual knowledge of the occurrence of any Listed Event with respect to the Bonds, notify the
Disclosure Representative in writing of such Listed Event. The Dissemination Agent shall not be
required to file a notice of the occurrence of such Listed Event with the MSRB unless and until it receives
written instructions from the Disclosure Representative to do so. It is agreed and understood that the
duty to make or cause to be made the disclosures herein is that of the Issuer and not that of the
Administrator or the Dissemination Agent. It is agreed and understood that the Dissemination Agent
and the Administrator have agreed to give the foregoing notice to the Issuer as an accommodation to
assist it in monitoring the occurrence of such event, but are under no obligation to investigate whether
any such event has occurred. As used above, “actual knowledge” means the actual fact or statement of
knowing, without a duty to make any investigation with respect thereto. In no event shall the
Dissemination Agent or the Administrator be liable in damages or in tort to the Issuer or any Owner or
beneficial owner of any interests in the Bonds as a result of its failure to give the foregoing notice or to
give such notice in a timely fashion.
(c) If in response to a notice from the Dissemination Agent under subsection (b), the Issuer
determines that the Listed Event under number 2, 7, 8, 10, 13, 14 or 15 of subparagraph (a) above is not
material under applicable federal securities laws, the Issuer shall promptly notify the Dissemination
Agent and the Trustee (if the Dissemination Agent is not the Trustee) in writing and instruct the
Dissemination Agent not to report the occurrence pursuant to subsection (d).
(d) If the Dissemination Agent has been instructed in writing by the Issuer to report the
occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence
with the MSRB (which date shall not be more than ten (10) Business Days after the occurrence of the
Listed Event or failure to file).
SECTION 6. Termination of Reporting Obligations. The obligations of the Issuer and the
Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior
redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with
respect to the Bonds, or upon delivery by the Disclosure Representative to the Dissemination Agent of
an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer
required. So long as any of the Bonds remain Outstanding, the Dissemination Agent may assume that
the Issuer is an obligated person with respect to the Bonds until it receives written notice from the
Disclosure Representative stating that the Issuer is no longer an obligated person with respect to the
Bonds, and the Dissemination Agent may conclusively rely upon such written notice with no duty to
make investigation or inquiry into any statements contained or matters referred to in such written notice.
If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such
termination in the same manner as for a Listed Event with respect to the Bonds under Section 5(a).
SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage
a Dissemination Agent or successor Dissemination Agent to assist it in carrying out its obligations under
this Disclosure Agreement, and may discharge such Dissemination Agent, with or without appointing a
9
successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent,
the Issuer shall be the Dissemination Agent. The initial Dissemination Agent appointed hereunder shall
be Regions Bank
SECTION 8. Amendment; Waiver. Notwithstanding any other provisions of this
Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement
(and the Dissemination Agent shall not unreasonably withhold its consent to any amendment so
requested by the Issuer), and any provision of this Disclosure Agreement may be waived, provided that
the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may
only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person with respect
to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion
of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of
the delivery of the Bonds, after taking into account any amendments or interpretations of the Rule, as
well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the Bonds in the same
manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or
(ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
Owners or beneficial owners of the Bonds.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer
shall describe such amendment in the next related Annual Issuer Report, and shall include, as applicable,
a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the
case of a change of accounting principles, on the presentation) of financial information or operating data
being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be
followed in preparing financial statements, (i) notice of such change shall be given in the same manner
as for a Listed Event under Section 5(a), and (ii) the Annual Issuer Report for the year in which the
change is made should present a comparison (in narrative form and also, if feasible, in quantitative form)
between the financial statements as prepared on the basis of the new accounting principles and those
prepared on the basis of the former accounting principles. No amendment which adversely affects the
Dissemination Agent may be made without its prior written consent (which consent will not be
unreasonably withheld or delayed).
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or including
any other information in any Annual Issuer Report or notice of occurrence of a Listed Event, in addition
to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information
in any Annual Issuer Report or notice of occurrence of a Listed Event in addition to that which is
specifically required by this Disclosure Agreement, the Issuer shall have no obligation (and the
Dissemination Agent shall incur no liability or obligation) under this Disclosure Agreement to update
10
such information or include it in any future Annual Issuer Report or notice of occurrence of a Listed
Event.
SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision
of this Disclosure Agreement, the Dissemination Agent may (and, at the request of the Owners of at least
25% aggregate principal amount of Outstanding Bonds, shall, upon being indemnified to its satisfaction
as provided in the Indenture), or any Owner or beneficial owner of the Bonds may take such actions as
may be necessary and appropriate to cause the Issuer, as the case may be, to comply with its obligations
under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an
Event of Default under the Indenture with respect to the Bonds, and the sole remedy under this Disclosure
Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be
an action for mandamus or specific performance.
SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent and the
Administrator. (a) The Dissemination Agent shall not have any duty with respect to the content of any
disclosures made pursuant to the terms hereof. The Dissemination Agent shall have only such duties as
are specifically set forth in this Disclosure Agreement, and no implied covenants shall be read into this
Disclosure Agreement with respect to the Dissemination Agent. To the extent permitted by law, the
Issuer agrees to hold harmless the Dissemination Agent, its officers, directors, employees and agents,
but only with funds to be provided by the Developer or from Assessments collected from the property
owners in Improvement Area #1 of the District, against any loss, expense and liabilities which it may
incur arising out of or in the exercise or performance of its powers and duties hereunder, including the
costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding
liabilities due to the Dissemination Agent’s negligence or willful misconduct; provided, however, that
nothing herein shall be construed to require the Issuer to indemnify the Dissemination Agent for losses,
expenses or liabilities arising from information provided to the Dissemination Agent by the Developer.
The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination
Agent and payment in full of the Bonds. Nothing in this Disclosure Agreement shall be construed to
mean or to imply that the Dissemination Agent is an “obligated person” under the Rule. The
Dissemination Agent is not acting in a fiduciary capacity in connection with the performance of its
respective obligations hereunder. The fact that the Dissemination Agent may have a banking or other
business relationship with the Issuer or any person with whom the Issuer contracts in connection with
the transaction described in the Indenture, apart from the relationship created by the Indenture or this
Disclosure Agreement, shall not be construed to mean that the Dissemination Agent has actual
knowledge of any event described in Section 5 above, except as may be provided by written notice to
the Dissemination Agent pursuant to this Disclosure Agreement.
The Dissemination Agent may, from time to time, consult with legal counsel of its own choosing
in the event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or their respective duties hereunder, and the Dissemination Agent shall not incur any
liability and shall be fully protected in acting in good faith upon the advice of such legal counsel.
(b) The Administrator shall not have any responsibility for the (1) accuracy of any
information provided by third parties or the Issuer for the disclosures made pursuant to the terms hereof,
or (2) the untimeliness of any information provided by third parties or the Issuer for the disclosures made
pursuant to the terms hereof, except where such untimeliness is attributable to the actions or inactions of
the Administrator. The Administrator shall have only such duties as are specifically set forth in Sections
11
3 and 4 of this Disclosure Agreement, and no implied covenants shall be read into this Disclosure
Agreement with respect to the Administrator. To the extent permitted by law, the Issuer agrees to hold
harmless the Administrator, its officers, directors, employees and agents, but only with funds to be
provided by the Developer or from Assessments collected from the property owners in the District,
against any loss, expense and liabilities which it may incur arising out of or in the exercise or
performance of its powers and duties hereunder, including the costs and expenses (including attorneys’
fees) of defending against any claim of liability resulting from information provided to the Administrator
by the Issuer, but excluding liabilities due to the Administrator’s negligence or willful misconduct;
provided, however, that nothing herein shall be construed to require the Issuer to indemnify the
Administrator for losses, expenses or liabilities arising from information provided to the Administrator
by third parties or the Developer. The obligations of the Issuer under this Section shall survive
resignation or removal of the Administrator and payment in full of the Bonds. Nothing in this Disclosure
Agreement shall be construed to mean or to imply that the Administrator is an “obligated person” under
the Rule. The Administrator is not acting in a fiduciary capacity in connection with the performance of
its respective obligations hereunder. The Administrator shall not in any event incur any liability with
respect to any action taken or omitted to be taken in reliance upon any document delivered to the
Administrator and believed to be genuine and to have been signed or presented by the proper party or
parties.
The Administrator may, from time to time, consult with legal counsel of its own choosing in the
event of any disagreement or controversy, or question or doubt as to the construction of any of the
provisions hereof or their respective duties hereunder, and the Administrator shall not incur any liability
and shall be fully protected in acting in good faith upon the advice of such legal counsel.
(c) UNDER NO CIRCUMSTANCES SHALL THE DISSEMINATION AGENT, THE
ADMINISTRATOR OR THE ISSUER BE LIABLE TO THE OWNER OR BENEFICIAL OWNER
OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, THE
ADMINISTRATOR OR THE DISSEMINATION AGENT, RESPECTIVELY, WHETHER
NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS
DISCLOSURE AGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. NEITHER THE
DISSEMINATION AGENT NOR THE ADMINISTRATOR ARE UNDER ANY OBLIGATION NOR
ARE THEY REQUIRED TO BRING SUCH AN ACTION.
SECTION 12. No Personal Liability. No covenant, stipulation, obligation or agreement of
the Issuer or Dissemination Agent contained in this Disclosure Agreement shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or future council members, officer, agent
or employee of the Issuer or Dissemination Agent in other than that person's official capacity.
SECTION 13. Severability. In case any section or provision of this Disclosure Agreement,
or any covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed, entered
into, or taken thereunder or any application thereof, is for any reasons held to be illegal or invalid, such
illegality or invalidity shall not affect the remainder thereof or any other section or provision thereof or
any other covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder (except to the extent that such remainder or section or provision or
12
other covenant, stipulation, obligation, agreement, act or action, or part thereof is wholly dependent for
its operation on the provision determined to be invalid), which shall be construed and enforced as if such
illegal or invalid portion were not contained therein, nor shall such illegality or invalidity of any
application thereof affect any legal and valid application thereof, and each such section, provision,
covenant, stipulation, obligation, agreement, act or action, or part thereof shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
SECTION 14. Sovereign Immunity. The Dissemination Agent agrees that nothing in this
Disclosure Agreement shall constitute or be construed as a waiver of the Issuer’s sovereign or
governmental immunities regarding liability or suit.
SECTION 15. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of
the Issuer, the Underwriter, the Dissemination Agent and the Owners and the beneficial owners from
time to time of the Bonds, and shall create no rights in any other person or entity. Nothing in this
Disclosure Agreement is intended or shall act to disclaim, waive or otherwise limit the duties of the
Issuer under federal and state securities laws.
SECTION 16. Dissemination Agent Compensation. The fees and expenses incurred by the
Dissemination Agent for its services rendered in accordance with this Disclosure Agreement constitute
Annual Collection Costs and will be included in the Annual Installments as provided in the annual
updates to the Service and Assessment Plan. The Issuer shall pay or reimburse the Dissemination Agent,
but only with funds to be provided from Assessments collected from the property owners in
Improvement Area #1 of the District, for its fees and expenses for the Dissemination Agent’s services
rendered in accordance with this Disclosure Agreement.
SECTION 17. Assessment Timeline. The basic expected timeline for the collection of
Assessments and the anticipated procedures for pursuing the collection of delinquent Assessments is set
forth in Exhibit C which is intended to illustrate the general procedures expected to be followed in
enforcing the payment of delinquent Assessments.
SECTION 18. Statutory Verifications. The Dissemination Agent and Administrator each
respectively make the following representations and covenants pursuant to Chapters 2252, 2271, 2274,
and 2276, Texas Government Code, as heretofore amended (the “Government Code”), in entering into
this Disclosure Agreement. As used in such verifications, “affiliate” means an entity that controls, is
controlled by, or is under common control with the Dissemination Agent or Administrator, as applicable,
within the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit. Liability for
breach of any such verification during the term of this Disclosure Agreement shall survive until barred
by the applicable statute of limitations, and shall not be liquidated or otherwise limited by any provision
of this Disclosure Agreement, notwithstanding anything in this Disclosure Agreement to the contrary.
a. Not a Sanctioned Company. The Dissemination Agent and Administrator each
respectively represents that neither it nor any of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the
Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201,
Government Code. The foregoing representation excludes the Dissemination Agent,
Administrator and each of their respective parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, that the United States government has affirmatively
13
declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization.
b. No Boycott of Israel. The Dissemination Agent and Administrator each
respectively hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during
the term of this Disclosure Agreement. As used in the foregoing verification, “boycott Israel”
has the meaning provided in Section 2271.001, Government Code.
c. No Discrimination Against Firearm Entities. The Dissemination Agent and
Administrator each respectively hereby verifies that it and its parent company, wholly- or
majority-owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association and will not
discriminate against a firearm entity or firearm trade association during the term of this
Disclosure Agreement. As used in the foregoing verification, “discriminate against a firearm
entity or firearm trade association” has the meaning provided in Section 2274.001(3),
Government Code.
d. No Boycott of Energy Companies. The Dissemination Agent and Administrator
each respectively hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott
energy companies during the term of this Disclosure Agreement. As used in the foregoing
verification, “boycott energy companies” has the meaning provided in Section 2276.001(1),
Government Code.
SECTION 19. Disclosure of Interested Parties. Pursuant to Section 2252.908(c)(4), Texas
Government Code, as amended, the Dissemination Agent hereby certifies it is a publicly traded business
entity and is not required to file a Certificate of Interested Parties Form 1295 related to this Disclosure
Agreement. Submitted herewith is a completed Form 1295 in connection with the Administrator’s
participation in the execution of this Disclosure Agreement generated by the Texas Ethics Commission’s
(the “TEC”) electronic filing application in accordance with the provisions of Section 2252.908 of the
Texas Government Code and the rules promulgated by the TEC (the “Form 1295”). The Issuer hereby
confirms receipt of the Form 1295 from the Administrator, and the Issuer agrees to acknowledge such
form with the TEC through its electronic filing application not later than the thirtieth (30th) day after the
receipt of such form. The Administrator and the Issuer understand and agree that, with the exception of
information identifying the Issuer and the contract identification number, neither the Issuer nor its
consultants are responsible for the information contained in the Form 1295; that the information
contained in the Form 1295 has been provided solely by the Administrator; and, neither the Issuer nor
its consultants have verified such information
SECTION 20. Governing Law. This Disclosure Agreement shall be governed by the laws of
the State of Texas.
SECTION 21. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
14
[remainder of page left blank intentionally]
SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT
S-1
CITY OF ANNA, TEXAS
B :
Ma o
SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT
S-2
REGIONS BAN
(as Dissemination A ent)
B :
Authorized Office
SIGNATURE PAGE TO ISSUER CONTINUING DISCLOSURE AGREEMENT
S-3
P3WORKS, LLC
(as Administrator)
By:
Name:
Title:
A-1
EXHIBIT A
NOTICE TO MSRB OF FAILURE TO FILE
ANNUAL ISSUER REPORT
Name of Issuer: Cit of Anna, Texas
Name of Bond Issue: Special Assessment Revenue Bonds, Series 2025
(Sherley Tract Public Improvement District No. 2 Improvement
Area #1 Pro ect)
CUSIP Nos. [insert CUSIP NOs.]
Date of Deliver : , 20
NOTICE IS HEREBY GIVEN that the City of Anna, Texas, has not provided [an Annual
Issuer Report][annual audited financial statements] with respect to the above-named bonds as
required by the Continuing Disclosure Agreement of Issuer dated September 1. 2025, between the
Issuer and Regions Bank, as “Dissemination Agent.” The Issuer anticipates that [the Annual Issuer
Report][annual audited financial statements] will be filed by ________________.
Dated: _________________
Re ions Ban
(as Dissemination A ent)
B :
Title:
cc: City of Anna Texas
B-1
EXHIBIT B
CITY OF ANNA, TEXAS,
SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2025
(SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT
AREA #1 PROJECT)
ANNUAL ISSUER REPORT*
Delivery Date: __________, 20__
CUSIP NOSs: [insert CUSIP NOs.]
BONDS OUTSTANDING
CUSIP
Numbe
Maturity
Date
Interest
Rate
Original
Principal
Amount
Outstanding
Principal
Amount
Outstanding
Interest
Amount
INVESTMENTS
Fund/
Account Name
Investment
Descriptio Par Value Book Value Market Value
_________________________
*Excluding Audited Financial Statements of the Issuer
ASSETS AND LIABILITIES OF PLEDGED TRUST ESTATE
Bonds (Principal Balance) ___________________
Funds and Accounts [list] ___________________
TOTAL ASSETS ___________________
LIABILITIES
Outstanding Bond Principal ___________________
Outstanding Program Expenses (if any) ___________________
TOTAL LIABILITIES ___________________
B-2
EQUITY
Assets Less Liabilities ___________________
Value to Debt Ratio ___________________
Form of Accounting Cash Accrual Modified Accrual
ITEMS REQUIRED BY SECTIONS 4(a)(ii) – (vii)
[Insert a line item]
SECTION 4(a)(viii) COLLECTION AND DELINQUENCY HISTORY OF THE
ASSESSMENTS WITHIN THE DISTRICT FOR THE PAST FIVE FISCAL YEARS, IN
THE FOLLOWING FORMAT:
Collection and Delinquent History of Assessments
Collected in
Fiscal Year
Ending 9/30
Assessment
Billed
Parcels
Levied
Delinquent
Amount
as of 3/1
Delinquent
Percentage
as of 3/1
Delinquent
Amount
as of 9/1
Delinquent
Percentage
as of 9/1
Total
Assessments
Collected(1)
$ — — $
(1) Collected as of _________, 20_. Includes $___________ attributable to Prepayments.
ITEMS REQUIRED BY SECTIONS 4(a)(ix) – (xii) OF THE CONTINUING DISCLOSURE
AGREEMENT OF ISSUER RELATING TO THE CITY OF ANNA, TEXAS SPECIAL
ASSESSMENT REVENUE BONDS, SERIES 2025, (SHERLEY TRACT PUBLIC
IMPROVEMENT DISTRICT NO. 2 IMPROVEMENT AREA #1 PROJECT)
[Insert a line item for each applicable listing]
C-1
EXHIBIT C
BASIC EXPECTED TIMELINE FOR ASSESSMENT COLLECTIONS
AND PURSUIT OF DELINQUENCIES1
Date Delinquency
Clock (Days)
Activity
January 31 Annual Installments of Assessments are due.
February 1 1 Annual Installments of Assessments Delinquent if
not received.
February 15 15 Issuer forwards payment to Trustee for all
collections received as of February 15, along with
detailed breakdown. Subsequent payments and
relevant details will follow monthly thereafter.
Issuer and/or Administrator should be aware of
actual and specific delinquencies.
Issuer and/or Administrator should be aware if
Reserve Fund needs to be utilized for debt service
payments on March 1. If there is to be a
shortfall, the Trustee and Dissemination Agent
should be immediately notified.
Issuer and/or Administrator should also be aware
if, based on collections, there will be a shortfall for
September payment.
Issuer and/or Administrator should determine if
previously collected surplus funds, if any, plus
actual collections will be fully adequate for debt
service in March and September.
At this point, if total delinquencies are under 5%
and if there is adequate funding for March and
September payments, no further action is
anticipated for collection of Annual Installments
of Assessments except that the Issuer or
Administrator, working with the City Attorney or
an appropriate designee, will begin process to cure
deficiency. For properties delinquent by more
than one year or if the delinquency exceeds
$10,000 the matter will be referred for
commencement of foreclosure.
1 Illustrates anticipated dates and procedures for pursuing the collection of delinquent Annual Installments of
Assessments, which dates and procedures are subject to adjustment by the Issuer.
C-2
If there are over 5% delinquencies or if there is
inadequate funding in the Pledged Revenue
Fund for transfer to the Principal and Interest
Account of such amounts as shall be required
for the full March and September payments,
the collection-foreclosure procedure will
proceed against all delinquent properties.
March 15 43/44 Trustee pays bond interest payments to
bondholders.
Reserve Fund payment to Bond Fund may be
required if Assessments are below approximately
50% collection rate.
Issuer, or the Trustee, on behalf of the Issuer, to
notify Dissemination Agent of the occurrence of
draw on the Reserve Fund and, following receipt
of such notice, Dissemination Agent to notify
MSRB of such draw on the Fund for debt service.
Use of Reserve Fund for debt service payment
should trigger commencement of foreclosure
on delinquent properties.
Issuer determines whether or not any Annual
Installments of Assessments are delinquent and, if
such delinquencies exist, the Issuer commences as
soon as practicable appropriate and legally
permissible actions to obtain such delinquent
Annual Installments of Assessments.
March 20 47/48 Issuer and/or Administrator to notify
Dissemination Agent for disclosure to MSRB of
all delinquencies.
If any property owner with ownership of
property responsible for more than $10,000 of
the Annual Installments of Assessments is
delinquent or if a total of delinquencies is over
5%, or if it is expected that Reserve Fund
moneys will need to be utilized for either the
March or September bond payments, the
Disclosure Representative shall work with City
Attorney's office, or the appropriate designee,
to satisfy payment of all delinquent Annual
Installments of Assessments.
April 15 74/75 Preliminary Foreclosure activity commences,
and Issuer to notify Dissemination Agent of the
C-3
commencement of preliminary foreclosure
activity.
If Dissemination Agent has not received
Foreclosure Schedule and Plan of Collections,
Dissemination Agent to request same from the
Issuer.
May 1 89/90 If the Issuer has not provided the Dissemination
Agent with Foreclosure Schedule and Plan of
Collections, and if instructed by the bondholders
under Section 11.2 of the Indenture,
Dissemination Agent requests that the Issuer
commence foreclosure or provide plan for
collection.
May 15 103/104 The designated lawyers or law firm will be
preparing the formal foreclosure documents and
will provide periodic updates to the Dissemination
Agent for dissemination to those bondholders who
have requested to be notified of collections
progress. The goal for the foreclosure actions is a
filing by no later than June 1 (day 120/121).
June 1 120/121 Foreclosure action to be filed with the court.
June 15 134/135 Issuer notifies Trustee and Dissemination
A ent of Foreclosure filin status.
Dissemination Agent notifies bondholders.
July 1 150/151 If bondholders and Dissemination Agent have not
been notified of a foreclosure action,
Dissemination Agent will notify the Issuer that it
is appropriate to file action.
A committee of not less than 25% of the Owners may request a meeting with the City
Manager, Assistant City Manager or the Finance Director to discuss the Issuer’s actions in
pursuing the repayment of any delinquencies. This would also occur after day 30 if it is
apparent that a Reserve Fund draw is required. Further, if delinquencies exceed 5%, Owners
may also request a meeting with the Issuer at any time to discuss the Issuer’s plan and
progress on collection and foreclosure activity. If the Issuer is not diligently proceeding with
the foreclosure process, the Owners may seek an action for mandamus or specific
performance to direct the Issuer to pursue the collections of delinquent Annual Installments
of Assessments.
Item No. 6.j.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Approve an Ordinance of the City Council of the City of Anna, Texas approving an
Amended and Restated Service and Assessment Plan, including a revised Assessment
Roll, for Improvement Area #1 of the Sherley Tract Public Improvement District No. 2 in
accordance with Chapter 372, Texas Local Government Code, as amended; and
providing an effective date. (Director of Economic Development Joey Grisham)
SUMMARY:
The Service and Assessment Plan (SAP) sets forth the costs of the Authorized
Improvements, and the manner of assessing the property in the District for the costs of
such Authorized Improvements based on the benefit provided to the Assessed Property.
Pursuant to the PID Act, the SAP must be reviewed and updated annually. This
document is the Annual Service Plan Update for 2025.The City Council also adopted an
Assessment Roll identifying the Assessments on each Lot within the District, based on
the method of assessment identified in the SAP. This 2025 Annual Service Plan Update
also updates the Assessment Roll for 2025.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
The Sherley Tract Public Improvement District Number Two was created pursuant to
the Public Improvement District (PID) Act and a resolution of the Anna City Council on
December 8, 2020. Anna has contracted with P3 Works to provide administrative and
management support services associated with Sherley Tract Public Improvement
District Number Two.
The P3 Works scope of services includes the annual determination of the special
assessments to be collected from the property within the PID boundaries, as well as
updating the service and assessment plan and special assessment roll. In compliance
with Chapter 372, Texas Local Government Code, the Service and Assessment Plan
must be reviewed and updated annually.
This document is the annual update of the Service and Assessment Plan for 2025-2026.
This Annual Service Plan update is related to the annual budget for the payment of PID
obligations.
STRATEGIC CONNECTIONS:
Goal 1: Growing Anna Economy
Goal 2: Sustainable Anna Community Through Planned Managed Growth
ATTACHMENTS:
1. Ordinance Approving A&R SAP (Council Packets)
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COLLIN COUNTY
CITY OF ANNA
We, the undersigned officers of the City of Anna, Texas (the “City”), hereby certify as follows:
1. The City Council (the “Council”) of the City convened in a regular meeting on
August 26, 2025, at the regular designated meeting place, and the roll was called of the duly
constituted officers and members of the Council, to wit:
Pete Cain, Mayor Kelly Patterson-Herndon, Council Member
Kevin Toten, Mayor Pro Tem Elden Baker, Council Member
Stan Carver II, Deputy Mayor Pro-Tem Manny Singh, Council Member
Nathan Bryan, Council Member
Marc Marchand, Acting City Manager
Carrie Land, City Secretary
and all of said persons were present, except , thus
constituting a quorum. Whereupon, among other business the following was transacted at said
meeting: a written Ordinance entitled
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS APPROVING AN AMENDED AND RESTATED SERVICE AND
ASSESSMENT PLAN, INCLUDING A REVISED ASSESSMENT ROLL,
FOR IMPROVEMENT AREA #1 OF THE SHERLEY TRACT PUBLIC
IMPROVEMENT DISTRICT NO. 2 IN ACCORDANCE WITH CHAPTER
372, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED; AND
PROVIDING AN EFFECTIVE DATE.
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be passed; and, after due discussion, said motion, carrying with it the passage
of said Ordinance, prevailed and carried, with all members of the Council shown present above
voting “Aye,” except as noted below:
NAYS: ABSTENTIONS:
2. A true, full, and correct copy of the aforesaid Ordinance passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Ordinance has been duly recorded in the Council's minutes of said meeting; the above and
foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of said meeting
pertaining to the passage of said Ordinance; the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and members of the Council as
indicated therein; that each of the officers and members of the Council was duly and sufficiently
notified officially and personally, in advance, of the time, place, and purpose of the aforesaid
meeting, and that said Ordinance would be introduced and considered for passage at said meeting,
and each of said officers and members consented, in advance, to the holding of said meeting for
such purpose; and that said meeting was open to the public, and public notice of the time, place,
and purpose of said meeting was given all as required by the Texas Government Code, Chapter
551.
3. The Council has approved and hereby approves the Ordinance; and the Mayor Pro-
Tem (or Deputy Mayor Pro-Tem) and City Secretary hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following copy of said Ordinance for all
purposes.
SIGNED AND SEALED ON AUGUST 26, 2025.
Carrie L. Land, Cit Secretar Pete Cain, Ma o
(City Seal)
1
CITY OF ANNA, TEXAS
ORDINANCE NO. _____-2025-08
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS APPROVING AN AMENDED AND RESTATED SERVICE AND
ASSESSMENT PLAN, INCLUDING A REVISED ASSESSMENT ROLL,
FOR IMPROVEMENT AREA #1 OF THE SHERLEY TRACT PUBLIC
IMPROVEMENT DISTRICT NO. 2 IN ACCORDANCE WITH CHAPTER
372, TEXAS LOCAL GOVERNMENT CODE, AS AMENDED; AND
PROVIDING AN EFFECTIVE DATE.
RECITALS
WHEREAS, on December 8, 2020, the City Council adopted Resolution No. 2020-12-839,
recorded in the official records of Collin County, Texas as Document No. 20210811001619570,
which authorized and approved the creation and establishment of the Sherley Tract Public
Improvement District No. 2 (the “District”), as authorized pursuant to Chapter 372, Local
Government Code, as amended (the “PID Act”); and
WHEREAS, on July 27, 2021, after notice and a public hearing in the manner required by law,
the City Council adopted Ordinance No. 925-2021 approving the Sherley Tract Public
Improvement District No. 2 Service and Assessment Plan (the “Service and Assessment Plan”),
including the Assessment Roll attached to the Service and Assessment Plan (the “Assessment
Roll”), which ordinance was recorded in the official records of Collin County, Texas as Document
No. 20210811001619580, and levied the Assessments on property within Improvement Area #1
of District in accordance with the Improvement Area #1 Assessment Roll for the purposes of
financing the public improvements (the “Authorized Improvements”) undertaken for the benefit
of such property; and
WHEREAS, the City Council has adopted annual updates to the Service and Assessment Plan in
each of the years 2022, 2023 and 2024, as required by the PID Act; and
WHEREAS, the City Council has received the “Sherley Tract Public Improvement District No. 2
Amended and Restated Service and Assessment Plan” (the “A&R Service and Assessment Plan”),
dated as of August 26, 2025, which includes an updated Improvement Area #1 Assessment Roll
to reflect the sale of the Improvement Area #1 Additional Bonds (as defined in the A&R Service
and Assessment Plan) secured by said assessments, and the City Council now desires to proceed
with the adoption of this Ordinance which approves and adopts the A&R Service and Assessment
Plan and updated Improvement Area #1 Assessment Roll for the District as required by the PID
Act.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS:
Section 1. Terms. Terms not otherwise defined herein are defined in the A&R Service and
Assessment Plan.
2
Section 2. Findings. That the recitals and findings in the Recitals of this Ordinance are hereby
found and determined to be true and correct and constitute the legislative findings and
determinations of the City Council.
Section 3. Assessment Plan. The A&R Service and Assessment Plan, including the updated
Improvement Area #1 Assessment Roll contained therein, in the form attached as Exhibit A is
hereby approved and the same is incorporated as part of this Ordinance as if fully set forth in the
body of this Ordinance. The attached A&R Service and Assessment Plan is hereby adopted as the
annual service plan and assessment plan for the District, and all prior service and assessment plans
are hereby amended and updated, in accordance with Sections 372.013 and 372.014 of the PID
Act.
Section 4. Severability. If any provision, section, subsection, sentence, clause, or phrase of this
Ordinance, or the application of same to any person or set of circumstances is for any reason held
to be unconstitutional, void, or invalid, the validity of the remaining portions of this Ordinance or
the application to other persons or sets of circumstances shall not be affected thereby, it being the
intent of the governing body of the City in adopting this Ordinance that no portion hereof, or
provision or regulation contained herein shall become inoperative or fail by reason of any
unconstitutionality, voidness, or invalidity of any other portion hereof, and all provisions of this
Ordinance are declared to be severable for that purpose.
Section 5. Filing in Land Records. The City Secretary is directed to cause a copy of this
Ordinance, including the A&R Service and Assessment Plan, to be recorded in the real property
records of Collin County, Texas, on or before September 2, 2025. The City Secretary is further
directed to similarly file each Annual Service Plan Update approved by the City Council, with
each such filing to occur within seven days of the date each respective Annual Service Plan Update
is approved, or as otherwise required by the PID Act as then amended and in effect.
Section 6. Effective Date. This Ordinance shall take effect immediately from and after its passage
in accordance with applicable law.
[Remainder of Page Intentionally Left Blank]
3
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THIS 26th DAY OF AUGUST, 2025.
ATTEST:
_____________________________
Pete Cain, Mayor
____________________________
Carrie L. Land, City Secretary
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the _______ day of August, 2025 by Pete
Cain, the Mayor, and Carrie L. Land, the City Secretary, of the City of Anna, Texas on behalf of
said City.
Notary Public, State of Texas
(SEAL)
Exhibit A
2025 Amended and Restated Service and Assessment Plan
[Remainder of page left intentionally blank.]
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 0
AUSTIN, TX | NORTH RICHLAND HILLS, TX | HOUSTON, TX
Sherley Tract Public
Improvement District No. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT
PLAN
AUGUST 26, 2025
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1
TABLE OF CONTENTS
Table of Contents .......................................................................................................................... 1
Introduction .................................................................................................................................. 3
Section I: Definitions ..................................................................................................................... 5
Section II: The District ................................................................................................................. 13
Section III: Authorized Improvements and Bond Issuance Costs ................................................. 13
Section IV: Service Plan ............................................................................................................... 16
Section V: Assessment Plan ......................................................................................................... 16
Section VI: Terms of the Assessments ......................................................................................... 22
Section VII: Assessment Roll ....................................................................................................... 28
Section VIII: Additional Provisions ............................................................................................... 29
Section IX: Additional Information .............................................................................................. 30
Exhibits .......................................................................................................................................... 0
Appendices ................................................................................................................................... 1
Exhibit A‐1 – Map of the District ................................................................................................... 2
Exhibit A‐2 – Map of Improvement Area #1 and the Major Improvement Area ........................... 3
Exhibit B – Project Costs ................................................................................................................ 4
Exhibit C – Service Plan ................................................................................................................. 5
Exhibit D – Sources and Uses of Funds .......................................................................................... 6
Exhibit E‐1 – Improvement Area #1 Assessment Roll .................................................................... 8
Exhibit E‐2 – Improvement Area #1 Annual Installments ............................................................ 21
Exhibit F‐1 – Major Improvement Area Assessment Roll ............................................................ 22
Exhibit F‐2 – Major Improvement Area Annual Installments ...................................................... 23
Exhibit G‐1 – Maps of Improvement Area #1 Improvements ...................................................... 24
Exhibit G‐2 – Maps of Major Improvements ............................................................................... 28
Exhibit H – Maximum Assessment and Tax Rate Equivalent ....................................................... 32
Exhibit I – TIRZ No. 3 Annual Credit Amount by Lot Type ............................................................ 33
Exhibit J – Form of Notice of Assessment Termination ............................................................... 34
Exhibit K‐1 – Debt Service Schedule for the Improvement Area #1 Initial Bonds ........................ 37
Exhibit K‐2 – Debt Service Schedule for Improvement Area #1 Additional Bonds....................... 40
Exhibit K‐3 – Debt Service Schedule for the Major Improvement Area Bonds ............................ 41
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2
Exhibit L‐1 – District Legal Description ........................................................................................ 44
Exhibit L‐2 – Improvement Area #1 Legal Description ................................................................ 49
Exhibit L‐3 – Major Improvement Area Legal Description ........................................................... 55
Appendix A – Engineer’s Report .................................................................................................. 66
Appendix B – Buyer Disclosures .................................................................................................. 78
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 3
INTRODUCTION
Capitalized terms used in this 2025 Amended and Restated Service and Assessment Plan shall
have the meanings given to them in Section I unless otherwise defined in this 2025 Amended and
Restated Service and Assessment Plan or unless the context in which a term is used clearly
requires a different meaning. Unless otherwise defined, a reference to a “Section,” an “Exhibit,”
or an “Appendix” shall be a reference to a Section of this 2025 Amended and Restated Service
and Assessment Plan or an Exhibit or Appendix attached to and made a part of this 2025
Amended and Restated Service and Assessment Plan for all purposes.
On December 8, 2020, the City Council passed and approved Resolution No. 2020‐12‐839
authorizing the establishment of Sherley Tract Public Improvement District No. 2 in accordance
with Chapter 372, Texas Local Government Code, which authorization was effective upon
publication as required by the PID Act. The purpose of the District is to finance the Actual Costs
of Authorized Improvements that confer a special benefit on approximately 289.751 acres
located within the corporate limits of the City, as described by the legal description on Exhibit L‐
1 and depicted on Exhibit A‐1.
On July 27, 2021, the City Council approved Ordinance No. 925‐2021 which approved the 2021
Service and Assessment Plan for the District and levied Assessments to finance the Authorized
Improvements to be constructed for the benefit of the Assessed Property within the District. The
2021 Service and Assessment Plan also identified the Authorized Improvements to be provided
by the District, the costs of the Authorized Improvements, the indebtedness to be incurred for
such Authorized Improvements, and the manner of assessing the property in the District for the
costs of such Authorized Improvements based on the benefit provided to the Assessed Property.
On July 26, 2022, the City Council approved the 2022 Annual Service Plan Update for the District
by Ordinance No. 986‐2022, which updated the Improvement Area #1 Assessment Roll and Major
Improvement Area Assessment Roll for 2022.
On July 11, 2023, the City Council approved the 2023 Annual Service Plan Update for the District
by Ordinance No. 1059‐2023‐07, which updated the Improvement Area #1 Assessment Roll and
Major Improvement Area Assessment Roll for 2023.
On August 27, 2024, the City Council approved the 2024 Annual Service Plan Update for the
District by Ordinance No. 1115‐2024‐08, which updated the Improvement Area #1 Assessment
Roll and the Major Improvement Area Assessment Roll for 2024.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 4
This 2025 Amended and Restated Service and Assessment Plan serves to amend and restate the
2021 Service and Assessment Plan, including all previously approved Annual Service Plan
Updates, in its entirety for the purposes of (1) issuing the Improvement Area #1 Additional Bonds
to satisfy the Improvement Area #1 Reimbursement Obligation and (2) updating the Assessment
Rolls. The Improvement Area #1 Additional Bonds are being issued to refinance the Improvement
Area #1 Reimbursement Obligation, and upon the payment of the Improvement Area #1
Reimbursement Obligation, the Improvement Area #1 Reimbursement Agreement will
terminate.
The PID Act requires a service plan covering a period of at least five years and defining the annual
indebtedness and projected cost of the Authorized Improvements and including a copy of the
notice form required by Section 5.014 of the Texas Property Code, as amended. The Service Plan
is contained in Section IV and the notice form is attached as Appendix B.
The PID Act requires that the Service Plan include an Assessment Plan that assesses the Actual
Costs of the Authorized Improvements against the Assessed Property within the District based
on the special benefits conferred on such property by the Authorized Improvements. The
Assessment Plan is contained in Section V.
The PID Act requires an Assessment Roll that states the Assessment against each Parcel
determined by the method chosen by the City Council. The Assessment against each Parcel of
Assessed Property must be sufficient to pay the share of the Actual Costs of the Authorized
Improvements apportioned to such Parcel and cannot exceed the special benefit conferred on
the Parcel by such Authorized Improvements. The Assessment Roll for Improvement Area #1 is
included as Exhibit E‐1. The Assessment Roll for the Major Improvement Area is included as
Exhibit F‐1.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 5
SECTION I: DEFINITIONS
“2021 Assessment Ordinance” means the Assessment Ordinance No. 925‐2021 approved and
adopted by the City Council on July 27, 2021, which levied the Assessments against Parcels of
Assessed Property within Improvement Area #1 and the Major Improvement Area and approved
the 2021 Service and Assessment Plan.
“2021 Service and Assessment Plan” means the Sherley Tract Public Improvement District No. 2
Service and Assessment Plan as approved on July 27, 2021, by the 2021 Assessment Ordinance,
which is replaced in its entirety by this 2025 Amended and Restated Service and Assessment Plan.
“2025 Amended and Restated Service and Assessment Plan” means this Sherley Tract Public
Improvement District No. 2 2025 Amended and Restated Service and Assessment Plan as
updated, amended, or supplemented from time to time.
“Actual Costs” mean with respect to Authorized Improvements, the actual costs paid or incurred
by or on behalf of the Owner, including: (1) the costs incurred by or on behalf of the Owner (either
directly or through affiliates) for the design, planning, financing, administration/management,
acquisition, installation, construction and/or implementation of such Authorized Improvements;
(2) the fees paid for obtaining permits, licenses, or other governmental approvals for such
Authorized Improvements; (3) the costs incurred by or on behalf of the Owner for external
professional costs, such as engineering, geotechnical, surveying, land planning, architectural
landscapers, appraisals, legal, accounting, and similar professional services; (4) all labor, bonds,
and materials, including equipment and fixtures, by contractors, builders, and materialmen in
connection with the acquisition, construction, or implementation of the Authorized
Improvements; (5) all related permitting and public approval expenses, architectural,
engineering, and consulting fees, and governmental fees and charges.
“Additional Interest” means the amount collected by application of the Additional Interest Rate.
“Additional Interest Rate” means the up to 0.50% additional interest rate that may be charged
on Assessments securing PID Bonds pursuant to Section 372.018 of the PID Act.
“Administrator” means the City or independent firm designated by the City who shall have the
responsibilities provided in this 2025 Amended and Restated Service and Assessment Plan, any
Indenture, or any other agreement or document approved by the City related to the duties and
responsibilities of the administration of the District. The initial Administrator is P3Works, LLC.
“Annual Collection Costs” mean the actual or budgeted costs and expenses related to the
operation of the District, including, but not limited to, costs and expenses for: (1) the
Administrator; (2) City staff; (3) legal counsel, engineers, accountants, financial advisors, and
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 6
other consultants engaged by the City; (4) calculating, collecting, and maintaining records with
respect to Assessments and Annual Installments; (5) preparing and maintaining records with
respect to Assessment Rolls and Annual Service Plan Updates; (6) paying and redeeming PID
Bonds; (7) investing or depositing Assessments and Annual Installments; (8) complying with this
2025 Amended and Restated Service and Assessment Plan and the PID Act with respect to the
PID Bonds, including the City’s continuing disclosure requirements; and (9) the paying
agent/registrar and Trustee in connection with PID Bonds, including their respective legal
counsel. Annual Collection Costs collected but not expended in any year shall be carried forward
and applied to reduce Annual Collection Costs for subsequent years.
“Annual Installment” means the annual installment payment of an Assessment as calculated by
the Administrator and approved by the City Council, that includes: (1) principal; (2) interest; (3)
Annual Collection Costs; and (4) Additional Interest, if applicable.
“Annual Service Plan Update” means an update to this 2025 Amended and Restated Service and
Assessment Plan prepared no less frequently than annually by the Administrator and approved
by the City Council.
“Assessed Property” means any Parcel within the District against which an Assessment is levied.
“Assessment” means an assessment levied against a Parcel of Assessed Property within the
District, and imposed pursuant to an Assessment Ordinance and the provisions herein, as shown
on an Assessment Roll, subject to reallocation upon the subdivision of such Parcel of Assessed
Property or reduction according to the provisions herein and in the PID Act.
“Assessment Ordinance” means an ordinance adopted by the City Council in accordance with
the PID Act that levies an Assessment on Assessed Property within the District, as shown on any
Assessment Roll.
“Assessment Plan” means the methodology employed to assess the Actual Costs of the
Authorized Improvements against the Assessed Property within the District based on the special
benefits conferred on such property by the Authorized Improvements, more specifically set forth
and described in Section V.
“Assessment Roll” means any assessment roll for the Assessed Property within the District,
including the Major Improvement Area Assessment Roll and the Improvement Area #1
Assessment Roll, as updated, modified or amended from time to time in accordance with the
procedures set forth herein and in the PID Act, including updates prepared in connection with
the issuance of PID Bonds or any Annual Service Plan Update.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 7
“Authorized Improvements” means (1) the improvements authorized by Section 372.003 of the
PID Act, as depicted on Exhibit G‐1 and Exhibit G‐2 and described in Section III; (2) Bond Issuance
Costs, and (3) District Formation Costs.
“Bond Issuance Costs” means the costs associated with issuing PID Bonds, including but not
limited to attorney fees, financial advisory fees, consultant fees, initial trustee fee, appraisal fees,
printing costs, publication costs, capitalized interest, reserve fund requirements, underwriter’s
discount, underwriter’s counsel, fees charged by the Texas Attorney General, and any other cost
or expense, including original issue discount, incurred by the City directly associated with the
issuance of any series of PID Bonds.
“City” means the City of Anna, Texas.
“City Council” means the governing body of the City.
“County” means Collin County, Texas.
“Delinquent Collection Costs” mean costs related to the foreclosure on Assessed Property and
the costs of collection of delinquent Assessments, delinquent Annual Installments, or any other
delinquent amounts due under this 2025 Amended and Restated Service and Assessment Plan
including penalties and reasonable attorney’s fees actually paid, but excluding amounts
representing interest and penalty interest.
“Development Agreement” means the Sherley Tract Subdivision Improvement Agreement
approved by the City under Resolution No. 2020‐06‐733 as thereafter may have been amended.
“District” means Sherley Tract Public Improvement District No. 2 containing approximately
289.751 acres located within the corporate limits of the City, and more specifically described in
Exhibit L‐1 and depicted on Exhibit A‐1.
“District Formation Costs” means the costs associated with forming the District, including but
not limited to, attorney fees, and any other cost or expense incurred by the City directly
associated with the establishment of the District.
“Engineer’s Report” means a report provided by a licensed professional engineer that describes
the Authorized Improvements, including their costs, location, and benefit, and is attached hereto
as Appendix A.
“Estimated Buildout Value” means the estimated value of an Assessed Property with fully
constructed buildings, as provided by the Owner and confirmed by the City Council, by
considering such factors as density, lot size, proximity to amenities, view premiums, location,
market conditions, historical sales, builder contracts, discussions with homebuilders, reports
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 8
from third party consultants, or any other factors that, in the judgment of the City, may impact
value. The Estimated Buildout Value for a Lot is shown on Exhibit H.
“Improvement Area #1” means approximately 109.402 acres located within the District, more
specifically described in Exhibit L‐2 and depicted on Exhibit A‐2.
“Improvement Area #1 Additional Bonds” means those certain “City of Anna, Texas Special
Assessment Revenue Bonds, Series 2025 (Sherley Tract Public Improvement District No. 2
Improvement Area #1 Project)” that are secured by a portion of the Improvement Area #1
Assessments.
“Improvement Area #1 Annual Installment” means the Annual Installment of the Improvement
Area #1 Assessment as calculated by the Administrator and approved by the City Council, that
includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional Interest, which
amount may be reduced by the TIRZ No. 3 Annual Credit Amount.
“Improvement Area #1 Assessed Property” means any Parcel within Improvement Area #1
against which an Improvement Area #1 Assessment is levied.
“Improvement Area #1 Assessment” means an Assessment levied against a Parcel of Assessed
Property within Improvement Area #1 and imposed pursuant to the 2021 Assessment Ordinance
and the provisions herein, as shown on the Improvement Area #1 Assessment Roll, subject to
reallocation upon the subdivision of such Parcel or reduction according to the provisions herein
and in the PID Act.
“Improvement Area #1 Assessment Roll” means the Assessment Roll for the Improvement Area
#1 Assessed Property, as updated, modified or amended from time to time in accordance with
the procedures set forth herein and in the PID Act, including any updates prepared in connection
with the issuance of PID Bonds or any Annual Service Plan Updates. The Improvement Area #1
Assessment Roll is included in this 2025 Amended and Restated Service and Assessment Plan as
Exhibit E‐1.
“Improvement Area #1 Initial Bonds” means those certain “City of Anna, Texas, Special
Assessment Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2
Improvement Area #1 Project)” that are secured by the Improvement Area #1 Assessments.
“Improvement Area #1 Improvements” means the Authorized Improvements which only benefit
the Improvement Area #1 Assessed Property, as further described in Section III.A and depicted
on Exhibit G‐1.
“Improvement Area #1 Initial Parcel” means all of the Improvement Area #1 Assessed Property
against which the entire Improvement Area #1 Assessment was levied at the time the City Council
approved the 2021 Assessment Ordinance.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 9
“Improvement Area #1 Projects” means collectively: (1) the pro rata portion of the Major
Improvement costs allocable to Improvement Area #1; (2) the Improvement Area #1
Improvement costs; (3) the Annual Collection Costs related to the Improvement Area #1 Initial
Bonds and the Improvement Area #1 Additional Bonds; and (4) Bond Issuance Costs associated
with the issuance of the Improvement Area #1 Initial Bonds and the Improvement Area #1
Additional Bonds.
“Improvement Area #1 Reimbursement Agreement” means that certain “Sherley Tract Public
Improvement District No. 2 Improvement Area #1 Reimbursement Agreement” effective July 27,
2021, entered into by and between the City and Owner. It is expected that the Improvement Area
#1 Reimbursement Agreement will terminate following the payment of the Improvement Area
#1 Reimbursement Obligation.
“Improvement Area #1 Reimbursement Obligation” means an amount not to exceed $4,157,016
secured by Improvement Area #1 Assessments to be paid to the Owner pursuant to the
Improvement Area #1 Reimbursement Agreement. It is expected that the Improvement Area #1
Reimbursement Obligation will be paid from the proceeds of the Improvement Area #1
Additional Bonds.
“Indenture” means an Indenture of Trust entered into between the City and the Trustee in
connection with the issuance of each series of PID Bonds, as amended or supplemented from
time to time, between the City and the Trustee setting forth terms and conditions related to a
series of PID Bonds.
“Lot” means (1) for any portion of the District for which a final subdivision plat has been recorded
in the plat or official public records of the County, a tract of land described by “lot” in such
subdivision plat; and (2) for any portion of the District for which a subdivision plat has not been
recorded in the plat or official public records of the County, a tract of land anticipated to be
described as a “lot” in a final recorded subdivision plat as shown on a concept plan or a
preliminary plat. A “lot” shall not include real property owned by a government entity, even if
such property is designated as a separate described tract or lot on a recorded subdivision plat.
“Lot Type” means a classification of final building Lots with similar characteristics (e.g. lot size,
home product, Estimated Buildout Value, etc.), as determined by the Administrator and
confirmed by the City Council. In the case of single‐family residential Lots, the Lot Type shall be
further defined by classifying the residential Lots by the Estimated Buildout Value of the Lot as
shown on Exhibit H.
“Lot Type 1” means a Lot in Improvement Area #1 marketed to homebuilders as a 40’ Lot. The
buyer disclosure for Lot Type 1 is attached in Appendix B.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 10
“Lot Type 2” means a Lot in Improvement Area #1 marketed to homebuilders as a 50’ Lot. The
buyer disclosure for Lot Type 2 is attached in Appendix B.
“Lot Type 3” means a Lot in Improvement Area #1 marketed to homebuilders as a 60’ Lot. The
buyer disclosure for Lot Type 3 is attached in Appendix B.
“Lot Type 4” means a Lot in Improvement Area #1 marketed to homebuilders as a Townhome
Lot. The buyer disclosure for Lot Type 4 is attached in Appendix B.
“Major Improvement Area” means approximately 180.349 acres located within the District, and
more specifically described in Exhibit L‐3 and depicted on Exhibit A‐2. The Major Improvement
Area includes all of the District save and except Improvement Area #1.
“Major Improvement Area Annual Installment” means the Annual Installment of the Major
Improvement Area Assessment as calculated by the Administrator and approved by the City
Council that includes: (1) principal; (2) interest; (3) Annual Collection Costs; and (4) Additional
Interest.
“Major Improvement Area Assessed Property” means any Parcel of Assessed Property within
the Major Improvement Area against which a Major Improvement Area Assessment is levied.
“Major Improvement Area Assessment” means an Assessment levied against the Major
Improvement Area Assessed Property and imposed pursuant to an Assessment Ordinance and
the provisions herein, as shown on the Major Improvement Area Assessment Roll, subject to
reallocation upon the subdivision of such Parcel or reduction according to the provisions herein
and in the PID Act.
“Major Improvement Area Assessment Roll” means the Assessment Roll for the Major
Improvement Area Assessed Property within the District, as updated, modified or amended from
time to time in accordance with the procedures set forth herein and in the PID Act, including any
Annual Service Plan Updates. The Major Improvement Area Assessment Roll is included in this
2025 Amended and Restated Service and Assessment Plan as Exhibit F‐1.
“Major Improvement Area Bonds” means those certain “City of Anna, Texas, Special Assessment
Revenue Bonds, Series 2021 (Sherley Tract Public Improvement District No. 2 Major
Improvement Area Project).”
“Major Improvement Area Initial Parcel” means all of the Major Improvement Area Assessed
Property against which the entire Major Improvement Area Assessment was levied at the time
the City Council approved the 2021 Assessment Ordinance.
“Major Improvement Area Projects” means collectively: (1) the pro rata portion of the Major
Improvement costs allocable to the Major Improvement Area; (2) the Annual Collection Costs
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 11
related to the Major Improvement Area Bonds; and (3) Bond Issuance Costs associated with the
issuance of the Major Improvement Area Bonds.
“Major Improvements” means those Authorized Improvements that confer special benefit to all
the Assessed Property within the District, and as further described in Section III.B. and depicted
on Exhibit G‐2.
“Maximum Assessment” means for each Lot, an Assessment equal to the lesser of (1) the
amount calculated pursuant to Section VI.A, or (2) for each Lot Type, the amount shown on
Exhibit H.
“Non‐Benefitted Property” means Parcels within the boundaries of the District that accrue no
special benefit from the Authorized Improvements as determined by the City Council.
“Notice of Assessment Termination” means a document that shall be recorded in the official
public records of the County evidencing the termination of an Assessment, a form of which is
attached as Exhibit J.
“Owner” means MM Anna 325, LLC and any successors or assigns thereof that intends to develop
the property in the District for the ultimate purpose of transferring title to such property to end
users.
“Parcel” or “Parcels” means a specific property within the District identified by either a tax parcel
identification number assigned by the Collin Central Appraisal District for real property tax
purposes, by legal description, or by lot and block number in a final subdivision plat recorded in
the plat or official public records of the County, or by any other means determined by the City.
“PID Act” means Chapter 372, Texas Local Government Code, as amended.
“PID Bonds” means any bonds issued by the City in one or more series and secured in whole or
in part by Assessments.
“Prepayment” means the payment of all or a portion of an Assessment before the due date of
the final Annual Installment thereof. Amounts received at the time of a Prepayment which
represent a payment of principal, interest, or penalties on a delinquent installment of an
Assessment are not to be considered a Prepayment, but rather are to be treated as the payment
of the regularly scheduled Annual Installment.
“Prepayment Costs” means interest, including Additional Interest and Annual Collection Costs to
the date of Prepayment.
“Service Plan” covers a period of at least five years and defines the annual indebtedness and
projected costs of the Authorized Improvements, more specifically described in Section IV.
"TIRZ No. 3" means the Tax Increment Reinvestment Zone Number Three, City of Anna, Texas.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 12
"TIRZ No. 3 Agreement" means the Tax Increment Reinvestment Zone No. 3, effective as of July
27, 2021.
"TIRZ No. 3 Annual Credit Amount" is defined in Section V.F, which amount shall not annually
exceed the TIRZ No. 3 Maximum Annual Credit Amount, and which shall be transferred from the
TIRZ No. 3 Fund to the applicable pledged revenue fund pursuant to the TIRZ No. 3 Agreement.
“TIRZ No. 3 PID Account” means an account of the TIRZ No. 3 Fund where the TIRZ No. 3
Revenues are deposited.
"TIRZ No. 3 Project Plan" means the Tax Increment Reinvestment Zone Number Three, City of
Anna, Texas Project and Financing Plan, dated July 27, 2021.
"TIRZ No. 3 Fund" means the tax increment fund created pursuant to the TIRZ No. 3 Ordinance
where TIRZ No. 3 Revenues are deposited annually.
“TIRZ No. 3 Maximum Annual Credit Amount” means for each Lot Type in Improvement Area
#1, the amount of TIRZ No. 3 Revenues that results in an equivalent tax rate of $0.7786 per $100
of assessed value for such Lot Type taking into consideration the tax rates of all applicable
overlapping taxing units at the time PID Bonds are sold for Improvement Area #1, and the
equivalent tax rate of the Improvement Area #1 Annual Installment, based on assumed buildout
at the time the City Council approves the Assessment Ordinance levying the Improvement Area
#1 Assessments. The assumed buildout values per projected Lot Type within Improvement Area
#1 are shown on Exhibit I. The target tax rate equivalent for Lots within Improvement Area #1 is
$0.7786 per $100 of assessed value. Based on the pricing of the Improvement Area #1 Initial
Bonds and the Improvement Area #1 Additional Bonds, the tax rate equivalent is approximately
$0.7604 per $100 of assessed value which is less than the target tax rate. Therefore, the TIRZ No.
3 Maximum Annual Credit Amount per Unit for Lots within Improvement Area #1 is calculated at
$0.00.
"TIRZ No. 3 Ordinance" means Ordinance No. 926‐2021 adopted by the City Council approving
the TIRZ No. 3 Project Plan and authorizing the use of TIRZ No. 3 Revenues for project costs under
the Chapter 311, Texas Tax Code as amended, and related to certain public improvements as
provided for in the TIRZ No. 3 Project Plan.
"TIRZ No. 3 Revenues" mean, for each year, the amounts which are deposited in the TIRZ No. 3
Fund pursuant to the TIRZ No. 3 Ordinance, TIRZ No. 3 Project Plan, and TIRZ No. 3 Agreement.
“Trustee” means the trustee or successor trustee under an Indenture.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 13
SECTION II: THE DISTRICT
The District includes approximately 289.751 contiguous acres located within the corporate limits
of the City, the boundaries of which are more particularly described by the legal description on
Exhibit L‐1 and depicted on Exhibit A‐1. Development of the District is anticipated to include
approximately 911 Lots developed with single‐family homes.
Improvement Area #1 includes approximately 109.402 contiguous acres, the boundaries of which
are more particularly described by the legal description on Exhibit L‐2 and depicted on Exhibit A‐
2. Development of Improvement Area #1 includes 499 Lots developed with single‐family homes
(69 single‐family homes that are Lot Type 1, 340 single‐family homes that are Lot Type 2, 18
single‐family homes that are Lot Type 3, and 72 single‐family homes that are Lot Type 4.)
The Major Improvement Area includes approximately 180.349 contiguous acres, the boundaries
of which are more particularly described by the legal description on Exhibit L‐3 and depicted on
Exhibit A‐2. Development of the Major Improvement Area is anticipated to include
approximately 412 Lots developed with single‐family homes.
SECTION III: AUTHORIZED IMPROVEMENTS AND BOND ISSUANCE COSTS
The City, based on information provided by the Owner and its engineer and reviewed by the City
staff and by third‐party consultants retained by the City, has determined that the Authorized
Improvements confer a special benefit on the Assessed Property. Authorized Improvements will
be designed and constructed in accordance with the City’s standards and specifications and will
be owned and operated by the City. The budget for the Authorized Improvements is shown on
Exhibit B.
A. Improvement Area #1 Improvements
Water
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, erosion control,
and all necessary appurtenances required to provide water service to all Lots within
Improvement Area #1.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 14
Sanitary Sewer
Improvements including trench excavation and embedment, trench safety, PVC piping,
ductile iron encasement, boring, manholes, service connections, testing, related
earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within Improvement Area #1.
Storm Drainage
Improvements including earthen channels, swales, curb and drop inlets, RCP piping and
boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances
required to provide storm drainage for all Lots within Improvement Area #1.
Street
Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and barrier‐free ramps. All related earthwork, excavation, erosion
control, retaining walls, intersections, and re‐vegetation of all disturbed areas within the
right‐of‐way are included. The street improvements will provide benefit to each Lot within
Improvement Area #1.
Soft Costs
Costs related to designing, constructing, and installing the Improvement Area #1
Improvements including land planning and design, City fees, engineering, soil testing,
survey, construction management, contingency, District Formation Costs, legal costs,
consultants, and costs associated with financing the Improvement Area #1
Improvements.
B. Major Improvements
Water
Improvements including trench excavation and embedment, trench safety, PVC piping,
manholes, service connections, testing, related earthwork, excavation, erosion control
and all necessary appurtenances required to provide water service to all Lots within the
District.
Sanitary Sewer
Improvements including trench excavation and embedment, trench safety, PVC piping,
ductile iron encasement, boring, manholes, service connections, testing, related
earthwork, excavation, erosion control and all necessary appurtenances required to
provide wastewater service to all Lots within the District.
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 15
Storm Drainage
Improvements including earthen channels, swales, curb and drop inlets, RCP piping and
boxes, headwalls, concrete flumes, rock rip rap, concrete outfalls, and testing as well as
all related earthwork, excavation, erosion control and all necessary appurtenances
required to provide storm drainage for all Lots within the District.
Street
Improvements including subgrade stabilization, concrete and reinforcing steel for
roadways, testing, and barrier‐free ramps. All related earthwork, excavation, erosion
control, retaining walls, intersections, and re‐vegetation of all disturbed areas within the
right‐of‐way are included. The street improvements will provide benefit to each Lot within
the District. (to be confirmed by the developer)
Soft Costs
Costs related to designing, constructing, and installing the Major Improvements including
land planning and design, City fees, engineering, soil testing, survey, construction
management, contingency, District Formation Costs, legal fees, consultants, and costs
associated with financing the Major Improvements. (to be confirmed by the developer)
C. Bond Issuance Costs
Debt Service Reserve Fund
Equals the amount to be deposited in a debt service reserve fund under an applicable
Indenture in connection with the issuance of PID Bonds.
Capitalized Interest
Equals the amount required to be deposited for the purpose of paying capitalized interest
under an applicable Indenture in connection with the issuance of PID Bonds.
Underwriter’s Discount
Equals a percentage of the par amount of a particular series of PID Bonds related to the
costs of underwriting such PID Bonds.
Underwriter’s Counsel
Equals a percentage of the par amount of a particular series of PID Bonds reserved for the
underwriter’s attorney fees.
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 16
Cost of Issuance
Includes costs of issuing a particular series of PID Bonds, including but not limited to issuer
fees, attorney fees, financial advisory fees, consultant fees, appraisal fees, printing costs,
publication costs, City costs, fees charged by the Texas Attorney General, and any other
cost or expense directly associated with the issuance of PID Bonds.
D. Other Costs
Deposit to Administrative Fund
Equals the amount necessary to fund the first year’s Annual Collection Costs for a
particular series of PID Bonds.
SECTION IV: SERVICE PLAN
The PID Act requires the Service Plan to cover a period of at least five years. The Service Plan is
required to define the annual projected costs and indebtedness for the Authorized
Improvements undertaken within the District during the five‐year period. The Service Plan must
be reviewed and updated in each Annual Service Plan Update. Exhibit C summarizes the Service
Plan for the District. The buyer disclosure notice form required by Section 5.014 of the Texas
Property Code, as amended, is attached hereto as Appendix B, and shall be included in any future
Annual Service Plan Updates.
Exhibit D summarizes the sources and uses of funds required to construct the Authorized
Improvements, issue the PID Bonds, and fund the first year’s Annual Collection Costs. The
sources and uses of funds shown on Exhibit D shall be updated in the Annual Service Plan Update.
SECTION V: ASSESSMENT PLAN
The PID Act allows the City Council to apportion the costs of the Authorized Improvements to the
Assessed Property based on the special benefit received from the Authorized Improvements. The
PID Act provides that such costs may be apportioned: (1) equally per front foot or square foot;
(2) according to the value of property as determined by the City, with or without regard to
improvements constructed on the property; or (3) in any other manner approved by the City that
results in imposing equal shares of such costs on property similarly benefited. The PID Act further
provides that the governing body may establish by ordinance or order reasonable classifications
and formulas for the apportionment of the cost between the City and the area to be assessed
and the methods of assessing the special benefits for various classes of improvements.
This section of this 2025 Amended and Restated Service and Assessment Plan describes the
special benefit received by each Parcel within the District as a result of the Authorized
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 17
Improvements and provides the basis and justification for the determination that this special
benefit equals or exceeds the amount of the Assessments levied on the Assessed Property for
such Authorized Improvements.
The determination by the City Council of the assessment methodologies set forth below is the
result of the discretionary exercise by the City Council of its legislative authority and
governmental powers and is conclusive and binding on the Owner and all future Owners and
developers of the Assessed Property.
A. Assessment Methodology
The City Council, acting in its legislative capacity and based on information provided by the Owner
and its engineer and reviewed by the City staff and by third‐party consultants retained by the
City, has determined that the costs related to the Authorized Improvements shall be allocated as
follows:
The costs of the Major Improvement Area Projects were allocated 100% to the Major
Improvement Area Assessed Property based on the ratio of the Estimated Buildout Value
of each Parcel designated within the Major Improvement Area Assessed Property to the
Estimated Buildout Value of all Major Improvement Area Assessed Property at the time
the 2021 Service and Assessment Plan was approved.
The costs of the Improvement Area #1 Projects were allocated 100% to Improvement
Area #1 Assessed Property based on the ratio of the Estimated Buildout Value of each
Parcel designated as Improvement Area #1 Assessed Property to the Estimated Buildout
Value of all Improvement Area #1 Assessed Property at the time the 2021 Service and
Assessment Plan was approved.
B. Assessments
Assessments are levied on the Assessed Property according to the Improvement Area #1
Assessment Roll, attached hereto as Exhibit E‐1, and the Major Improvement Area Assessment
Roll, attached hereto as Exhibit F‐1. The projected Annual Installments for Improvement Area #1
are shown on Exhibit E‐2, and the projected Annual Installments for the Major Improvement Area
are shown on Exhibit F‐2. Upon division or subdivision of an Initial Parcel, the Assessment will be
reallocated pursuant to Section VI.
The Maximum Assessment for each Lot Type within Improvement Area #1 is shown on Exhibit H.
In no case will the Assessment for Lots classified as Lot Type 1, Lot Type 2, Lot Type 3, and Lot
Type 4 respectively, exceed the corresponding Maximum Assessment for each Lot classification.
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 18
C. Findings of Special Benefit
The City Council, acting in its legislative capacity and based on information provided by the Owner
and its engineer and reviewed by the City staff and by third‐party consultants retained by the
City, has found and determined:
Improvement Area #1
The costs of the Improvement Area #1 Projects equal $14,197,836
as shown on Exhibit B; and
The Improvement Area #1 Assessed Property receives special benefit from the
Improvement Area #1 Projects equal to or greater than the Actual Cost of the
Improvement Area #1 Projects; and
At the time the City Council approved the 2021 Service and Assessment Plan, the
Improvement Area #1 Initial Parcel was allocated 100% of the Improvement Area
#1 Assessment levied for the Improvement Area #1 Projects, which equaled
$13,557,016, of which $9,400,000 initially secured the Improvement Area #1
Initial Bonds as shown on Exhibit K‐1 and $4,157,016 initially secured the
Improvement Area #1 Reimbursement Obligation. The Improvement Area #1
Initial Parcel has since been subdivided and the Improvement Area #1 Assessment
is allocated on the subdivided parcels per Section IV. The Improvement Area #1
Assessment, is outstanding in the amount of $12,444,000 as shown on the
Improvement Area #1 Assessment Roll attached hereto as Exhibit E‐1 of which
$8,845,000 secures the Improvement Area #1 Initial Bonds and $3,599,000
secures the Improvement Area #1 Additional Bonds, as further described in
Section IX.D; and
The special benefit ( $14,197,836) and the special benefit expected at the time
the City Council approved the 2021 Service and Assessment Plan ( $13,557,016),
inclusive of the original issue discount, received by the Improvement Area #1
Assessed Property from the Improvement Area #1 Projects is equal to or greater
than the amount of the Improvement Area #1 Assessment ($13,557,016) initially
levied on the Improvement Area #1 Initial Parcel for the Improvement Area #1
Projects; and
At the time the City Council approved the 2021 Service and Assessment Plan, the
Owner owned 100% of the Improvement Area #1 Initial Parcel. The Owner
acknowledged that the Improvement Area #1 Projects confer a special benefit on
the Improvement Area #1 Initial Parcel and consented to the imposition of the
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 19
Improvement Area #1 Assessment to pay for the Actual Costs associated
therewith. The Owner ratified, confirmed, accepted, agreed to, and approved: (1)
the determinations and findings by the City Council as to the special benefits
described herein and the applicable Assessment Ordinance; (2) the 2021 Service
and Assessment Plan and the 2021 Assessment Ordinance; and (3) the levying of
the Improvement Area #1 Assessment on the Improvement Area #1 Initial Parcel.
Major Improvement Area
The costs of the Major Improvement Area Projects equal $3,069,081, as shown on
Exhibit B;
The Major Improvement Area Assessed Property receives special benefit from the
Major Improvement Area Projects equal to or greater than the Actual Cost of the
Major Improvement Area Projects;
At the time the City Council approved the 2021 Service and Assessment Plan, the
Major Improvement Area Initial Parcel was allocated 100% of the Major
Improvement Area Assessment levied for the Major Improvement Area Projects;
outstanding in the amount of $2,782,000 as shown on the Major Improvement
Area Assessment Roll attached hereto as Exhibit F‐1;
The special benefit ( $3,069,081) received by the Major Improvement Area Initial
Parcel from the Major Improvement Area Projects is greater than or equal to the
amount of the Major Improvement Area Assessment ($2,896,000) initially levied
on the Major Improvement Area Initial Parcel for the Major Improvement Area
Projects; and
At the time the City Council approved the 2021 Service and Assessment Plan, the
Owner owned 100% of the Major Improvement Area Initial Parcel. The Owner
acknowledged that the Major Improvement Area Projects confer a special benefit
on the Major Improvement Area Initial Parcel and consented to the imposition of
the Major Improvement Area Assessments to pay for the Actual Costs associated
therewith. The Owner has ratified, confirmed, accepted, agreed to, and approved:
(1) the determinations and findings by the City Council as to the special benefits
described herein and the applicable Assessment Ordinance; (2) the 2021 Service
and Assessment Plan and the 2021 Assessment Ordinance; and (3) the levying of
Major Improvement Area Assessment on the Major Improvement Area Initial
Parcel.
D. Annual Collection Costs
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 20
The Annual Collection Costs shall be paid for annually by the owner of each Parcel pro rata based
on the ratio of the amount of outstanding Assessment remaining on the Parcel to the total
outstanding Assessment. The Annual Collection Costs shall be collected as part of and in the
same manner as Annual Installments in the amounts shown on the Assessment Roll, which may
be revised based on Actual Costs incurred in Annual Service Plan Updates.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 21
E. Additional Interest
The interest rate on Assessments securing PID Bonds may exceed the interest rate on the PID
Bonds by the Additional Interest Rate. To the extent required by any Indenture, Additional
Interest shall be collected as part of each Annual Installment and shall be deposited pursuant to
the applicable Indenture.
F. TIRZ No. 3 Annual Credit Amount
The City Council, in accordance with the TIRZ No. 3 Agreement, has agreed to use a portion of
TIRZ No. 3 Revenues generated (the “TIRZ No. 3 Annual Credit Amount”) from each Assessed
Property to offset a portion of such property’s Improvement Area #1 Assessment, as applicable.
1. The Improvement Area #1 Annual Installment for an Assessed Property shall receive a TIRZ
No. 3 Annual Credit Amount equal to the TIRZ No. 3 Revenue generated by the Assessed
Property for the previous Tax Year (e.g. TIRZ No. 3 Revenue collected from the Assessed
Property for Tax Year 2021 shall be applied as the TIRZ No. 3 Annual Credit Amount applicable
to the Assessed Property’s Improvement Area #1 Annual Installment to be collected in Tax
Year 2022), but in no event shall the TIRZ No. 3 Annual Credit Amount exceed the TIRZ No. 3
Maximum Annual Credit Amount shown in Section V.F.2 as calculated on Exhibit I for each
Assessed Property.
2. The TIRZ No. 3 Maximum Annual Credit Amount available to reduce the principal and interest
of the Improvement Area #1 Annual Installment for an Assessed Property is calculated for
each Lot Type, as shown on Exhibit I. The TIRZ No. 3 Maximum Annual Credit Amount is
calculated so that the average Improvement Area #1 Annual Installment minus the TIRZ No.
3 Maximum Annual Credit Amount for each Lot Type does not produce an equivalent tax rate
for such Lot Type which exceeds the competitive, composite equivalent ad valorem tax rate
($3.09 per $100 of assessed value) taking into consideration the 2020 tax rates of all
applicable overlapping taxing units and the equivalent tax rate of the Improvement Area #1
Annual Installments based on assumed buildout values at the time the 2021 Assessment
Ordinance is approved. The resulting maximum TIRZ No. 3 Annual Credit Amount for each Lot
Type is shown below:
i. Lot Type 1: $0.00
ii. Lot Type 2: $0.00
iii. Lot Type 3: $0.00
iv. Lot Type 4: $0.00
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 22
The target tax rate equivalent for Lots within Improvement Area #1 is $0.7786 per $100 of
assessed value. Based on the pricing of the bonds, the tax rate equivalent is approximately
$0.7640 per $100 of assessed value which is less than the target tax rate. Therefore, the TIRZ No.
3 Maximum Annual Credit Amount per Unit for Lots within Improvement Area #1 is calculated at
$0.00.
3. After the TIRZ No. 3 Annual Credit Amount is applied to provide a credit towards the principal
and interest portion of the Improvement Area #1 Annual Installment for the Assessed Property
in Improvement Area #1, any excess TIRZ No. 3 Revenues available from the TIRZ No. 3 PID
Account shall be held in a segregated account by the City and shall be used in accordance with
the TIRZ No. 3 Final Plan and the TIRZ No. 3 Agreement.
SECTION VI: TERMS OF THE ASSESSMENTS
Any reallocation of Assessments as described in this Section VI shall be considered an
administrative action of the City and will not be subject to the notice of public hearing
requirements under the PID Act.
A. Reallocation of Assessments
1. Upon Division Prior to Recording of Subdivision Plat
Upon the division of any Assessed Property (without the recording of subdivision plat),
the Administrator shall reallocate the Assessment for the Assessed Property prior to the
division among the newly divided Assessed Properties according to the following formula:
A = B x (C ÷ D)
Where the terms have the following meanings:
A = the Assessment for the newly divided Assessed Property
B = the Assessment for the Assessed Property prior to division
C = the Estimated Buildout Value of the newly divided Assessed Property
D = the sum of the Estimated Buildout Value for all of the newly divided Assessed
Properties
The calculation of the Assessment of an Assessed Property shall be performed by the
Administrator and shall be based on the Estimated Buildout Value of that Assessed
Property, relying on information from homebuilders, market studies, appraisals, official
public records of the County, and any other relevant information regarding the Assessed
Property, as provided by the Owner. The Estimated Buildout Value for Lot Type 1, Lot
Type 2, Lot Type 3, and Lot Type 4 are shown on Exhibit H and will not changes in future
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 23
Annual Service Plan Updates. The calculation as confirmed by the City Council shall be
conclusive.
The sum of the Assessments for all newly divided Assessed Properties shall equal the
Assessment for the Assessed Property prior to subdivision. The calculation shall be made
separately for each newly divided Assessed Property. The reallocation of an Assessment
for an Assessed Property that is a homestead under Texas law may not exceed the
Assessment prior to the reallocation. Any reallocation pursuant to this section shall be
reflected in the next Annual Service Plan Update and approved by the City Council.
2. Upon Subdivision by a Recorded Subdivision Plat
Upon the subdivision of any Assessed Property based on a recorded subdivision plat, the
Administrator shall reallocate the Assessment for the Assessed Property prior to the
subdivision among the new subdivided Lots based on Estimated Buildout Value according
to the following formula:
A = [B x (C ÷ D)]/E
Where the terms have the following meanings:
A = the Assessment for the newly subdivided Lot
B = the Assessment for the Parcel prior to subdivision
C = the sum of the Estimated Buildout Value of all newly subdivided Lots with same
Lot Type
D = the sum of the Estimated Buildout Value for all of the newly subdivided Lots
excluding Non‐Benefitted Property
E= the number of newly subdivided Lots with same Lot Type
Prior to the recording of a subdivision plat, the Owner shall provide the City an Estimated
Buildout Value for each Lot to be create after recording the subdivision plat as of the date
of the subdivision plat is anticipated to be recorded. The calculation of the Assessment
for a Lot shall be performed by the Administrator and confirmed by the City Council based
on Estimated Buildout Value information provided by the Owner, homebuilders, third
party consultants, and/or the official public records of the County regarding the Lot. The
Estimated Buildout Value for Lot Type 1, Lot Type 2, Lot Type 3, and Lot Type 4 are shown
on Exhibit H and will not changes in future Annual Service Plan Updates.
The sum of the Assessments for all newly subdivided Lots shall not exceed the Assessment
for the portion of the Assessed Property subdivided prior to subdivision. The calculation
shall be made separately for each newly subdivided Assessed Property. The reallocation
of an Assessment for an Assessed Property that is a homestead under Texas law may not
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 24
exceed the Assessment prior to the reallocation. Any reallocation pursuant to this section
shall be reflected in the next Annual Service Plan Update and approved by the City
Council.
3. Upon Consolidation
If two or more Lots or Parcels are consolidated into a single Parcel or Lot, the
Administrator shall allocate the Assessments against the Lots or Parcels before the
consolidation to the consolidated Lot or Parcel, which allocation shall be reflected in the
next Annual Service Plan Update and approved by the City Council. The Assessment for
any resulting Lot may not exceed the Maximum Assessment for the applicable Lot Type
and compliance may require a mandatory Prepayment of Assessments pursuant to
Section VI.C.
B. Mandatory Prepayment of Assessments
If an Assessed Property or a portion thereof is conveyed to a party that is exempt from payment
of the Assessment under applicable law, or the owner causes a Lot, Parcel or portion thereof to
become Non‐Benefitted Property, the owner of such Lot, Parcel or portion there of shall pay to
the City the full amount of the Assessment, plus all Prepayment Costs and Delinquent Collection
Costs for such Assessed Property, prior to any such conveyance or act. Following payment of the
foregoing costs in full, the City shall provide the owner with a recordable “Notice of Assessment
Termination,” a form of which is attached hereto as Exhibit J.
C. True‐Up of Assessments if Maximum Assessment Exceeded at Plat
Prior to the City approving a final subdivision plat, the Administrator will certify that such plat
will not result in the Assessment per Lot for any Lot Type to exceed the Maximum Assessment. If
the Administrator determines that the resulting Assessment per Lot for any Lot Type will exceed
the Maximum Assessment for that Lot Type, then (1) the Assessment applicable to each Lot Type
shall each be reduced to the Maximum Assessment, and (2) the person or entity filing the plat
shall pay to the City the amount the Assessment was reduced, plus Prepayment Costs and
Delinquent Collection Costs, if any, prior to the City approving the final plat. The City’s approval
of a plat without payment of such amounts does not eliminate the obligation of the person or
entity filing the plat to pay such amounts.
D. Reduction of Assessments
If as a result of cost savings or the failure to construct all or a portion of an Authorized
Improvement, the Actual Costs of completed Authorized Improvements are less than the
Assessments, (i) in the event PID Bonds are not issued, the City Council shall reduce each
Assessment on a pro rata basis such that the sum of the resulting reduced Assessments for all
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 25
Assessed Property equals the reduced Actual Costs that were expended, or (ii) in the event that
PID Bonds are issued, the Trustee shall apply amounts on deposit in the applicable account of the
Project Fund, relating to the PID Bonds, that are not expected to be used for purposes of the
Project Fund to redeem outstanding PID Bonds, unless otherwise directed by the applicable
Indenture, and the TIRZ No. 3 Annual Credit Amount will be reduced in the same proportion as
the Assessments. Excess PID Bond proceeds shall be applied to redeem outstanding PID Bonds.
The Assessments shall not, however, be reduced to an amount less than the amount required to
pay all debt service requirements on all outstanding PID Bonds.
The Administrator shall update (and submit to the City Council for review and approval as part of
the next Annual Service Plan Update) the Assessment Roll and corresponding Annual Installments
to reflect the reduced Assessments.
E. Prepayment of Assessments
The owner of any Assessed Property may pay, at any time, all or any part of an Assessment in
accordance with the PID Act. Prepayment Costs, if any, may be paid from a reserve established
under the applicable Indenture. If an Annual Installment has been billed, or the Annual Service
Plan Update has been approved by the City Council prior to the Prepayment, the Annual
Installment shall be due and payable and shall be credited against the Prepayment. If an
Assessment on an Assessed Property is prepaid in full, with Prepayment Costs, (1) the
Administrator shall cause the Assessment to be reduced to zero on said Assessed Property and
the Assessment Roll to be revised accordingly; (2) the Administrator shall prepare the revised
Assessment Roll and submit such revised Assessment Roll to the City Council for review and
approval as part of the next Annual Service Plan Update; (3) the obligation to pay the Assessment
and corresponding Annual Installments shall terminate with respect to said Assessed Property;
and (4) the City shall provide the owner with a recordable “Notice of Assessment Termination.”
If an Assessment on an Assessed Property is prepaid in part, with Prepayment Costs: (1) the
Administrator shall cause the Assessment to be reduced on said Assessed Property and the
Assessment Roll revised accordingly; (2) the Administrator shall prepare the revised Assessment
Roll and submit to the City Council for review and approval as part of the next Annual Service
Plan Update; and (3) the obligation to pay the Assessment will be reduced to the extent of the
Prepayment made.
For purposes of Prepayments, Improvement Area #1 Additional Bonds will be on parity with the
Improvement Area #1 Initial Bonds.
F. Payment of Assessment in Annual Installments
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 26
Assessments that are not paid in full shall be due and payable in Annual Installments. Exhibit E‐2
shows the estimated Improvement Area #1 Annual Installments, and Exhibit F‐2 shows the
estimated Major Improvement Area Annual Installments. Annual Installments are subject to
adjustment in each Annual Service Plan Update.
Prior to the recording of a final subdivision plat, if any Parcel shown on the Assessment Roll is
assigned multiple tax parcel identification numbers for billing and collection purposes, the Annual
Installment shall be allocated pro rata based on the acreage of the property not including any
Non‐Benefitted Property or non‐assessed property, as shown by the Collin Central Appraisal
District for each tax parcel identification number.
The Administrator shall prepare and submit to the City Council for its review and approval an
Annual Service Plan Update to allow for the billing and collection of Annual Installments. Each
Annual Service Plan Update shall include updated Assessment Rolls and updated calculations of
Annual Installments. The Annual Collection Costs for a given Assessment shall be paid by the
owner of each Parcel pro rata based on the ratio of the amount of outstanding Assessment
remaining on the Parcel to the total outstanding Assessment. Annual Installments shall be
reduced by any credits applied under an applicable Indenture, such as capitalized interest,
interest earnings on account balances, and any other funds available to the Trustee for such
purposes. Annual Installments shall be collected by the City in the same manner and at the same
time as ad valorem taxes. Annual Installments shall be subject to the penalties, procedures, and
foreclosure sale in case of delinquencies as set forth in the PID Act and in the same manner as ad
valorem taxes due and owing to the City. The City Council may provide for other means of
collecting Annual Installments. Assessments shall have the lien priority specified in the PID Act.
Sales of the Assessed Property for nonpayment of Annual Installments shall be subject to the lien
for the remaining unpaid Annual Installments against the Assessed Property, and the Assessed
Property may again be sold at a judicial foreclosure sale if the purchaser fails to timely pay any of
the remaining unpaid Annual Installments as they become due and payable.
The City reserves the right to refund PID Bonds in accordance with applicable law, including the
PID Act. In the event of a refunding, the City’s Financial Advisor shall recalculate the principal
and interest on such PID Bonds so that total Annual Installments will be sufficient to pay the
refunding bonds, and the refunding bonds shall constitute “PID Bonds.”
Each Annual Installment of an Assessment, including interest on the unpaid principal of the
Assessment, shall be updated annually. Each Annual Installment shall be due when billed and
shall be delinquent if not paid prior to February 1 of the following year. The initial Annual
Installments were due when billed and delinquent if not paid prior to February 1, 2022.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 27
Failure of an owner of an Assessed Property to receive an invoice for an Annual Installment on
the property tax bill shall not relieve said owner of the responsibility for payment of the
Assessment. Assessments, or Annual Installments thereof, that are delinquent shall incur
Delinquent Collection Costs. The City may provide for other means of collecting the Annual
Installments to the extent permitted by the PID Act, or other applicable law.
G. Prepayment as a Result of an Eminent Domain Proceeding or Taking
Subject to applicable law, if any portion of any Parcel of Assessed Property is taken from an owner
as a result of eminent domain proceedings or if a transfer of any portion of any Parcel of Assessed
Property is made to an entity with the authority to condemn all or a portion of the Assessed
Property in lieu of or as a part of an eminent domain proceeding (a “Taking”), the portion of the
Assessed Property that was taken or transferred (the “Taken Property”) shall be reclassified as
Non‐Benefitted Property.
For the Assessed Property that is subject to the Taking as described in the preceding paragraph,
the Assessment that was levied against the Assessed Property (when it was included in the Taken
Property) prior to the Taking shall remain in force against the remaining Assessed Property (the
Assessed Property less the Taken Property) (the “Remaining Property”), following the
reclassification of the Taken Property as Non‐Benefitted Property, subject to an adjustment of
the Assessment applicable to the Remaining Property after any required Prepayment as set forth
below. The owner of the Remaining Property will remain liable to pay in Annual Installments, or
payable as otherwise provided by this 2025 Amended and Restated Service and Assessment Plan,
as updated, or the PID Act, the Assessment that remains due on the Remaining Property, subject
to an adjustment in the Assessment applicable to the Remaining Property after any required
Prepayment as set forth below. Notwithstanding the foregoing, if the Assessment that remains
due on the Remaining Property exceeds the applicable Maximum Assessment, the owner of the
Remaining Property will be required to make a Prepayment in an amount necessary to ensure
that the Assessment against the Remaining Property does not exceed such Maximum
Assessment, in which case the Assessment applicable to the Remaining Property will be reduced
by the amount of the partial Prepayment. If the City receives all or a portion of the eminent
domain proceeds (or payment made in an agreed sale in lieu of condemnation), such amount
shall be credited against the amount of prepayment, with any remainder credited against the
assessment on the Remainder Property.
In all instances the Assessment remaining on the Remaining Property shall not exceed the
applicable Maximum Assessment.
By way of illustration, if an owner owns 100 acres of Assessed Property subject to a $100
Assessment and 10 acres is taken through a Taking, the 10 acres of Taken Property shall be
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2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 28
reclassified as Non‐Benefitted Property and the remaining 90 acres of Remaining Property shall
be subject to the $100 Assessment (provided that this $100 Assessment does not exceed the
Maximum Assessment on the Remaining Property). If the Administrator determines that the
$100 Assessment reallocated to the Remaining Property would exceed the Maximum
Assessment, as applicable, on the Remaining Property by $10, then the owner shall be required
to pay $10 as a Prepayment of the Assessment against the Remaining Property and the
Assessment on the Remaining Property shall be adjusted to be $90.
Notwithstanding the previous paragraphs in this subsection, if the owner of the Taken Property
notifies the City and the Administrator that the Taking prevents the Remaining Property from
being developed for any use which could support the Estimated Buildout Value requirement, the
owner shall, upon receipt of the compensation for the Taken Property, be required to prepay the
amount of the Assessment required to buy down the outstanding Assessment to the applicable
Maximum Assessment on the Remaining Property to support the Estimated Buildout Value
requirement. Said owner will remain liable to pay the Annual Installments on both the Taken
Property and the Remaining Property until such time that such Assessment has been prepaid in
full.
Notwithstanding the previous paragraphs in this subsection, the Assessments shall never be
reduced to an amount less than the amount required to pay all outstanding debt service
requirements on all outstanding PID Bonds.
SECTION VII: ASSESSMENT ROLL
The Improvement Area #1 Assessment Roll is attached as Exhibit E‐1. The Administrator shall
prepare and submit to the City Council for review and approval proposed revisions to the
Improvement Area #1 Assessment Roll and Improvement Area #1 Annual Installments for each
Parcel as part of each Annual Service Plan Update.
The Major Improvement Area Assessment Roll is attached as Exhibit F‐1. The Administrator shall
prepare and submit to the City Council for review and approval proposed revisions to the Major
Improvement Area Assessment Roll and Major Improvement Area Annual Installments for each
Parcel as part of each Annual Service Plan Update.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 29
SECTION VIII: ADDITIONAL PROVISIONS
A. Calculation Errors
If the owner of a Parcel claims that an error has been made in any calculation required by this
2025 Amended and Restated Service and Assessment Plan, including, but not limited to, any
calculation made as part of any Annual Service Plan Update, said owner’s sole and exclusive
remedy shall be to submit a written notice of error to the Administrator by December 1st of the
year following City Council’s approval of the calculation. Otherwise, said owner shall be deemed
to have unconditionally approved and accepted the calculation. The Administrator shall provide
a written response to the City Council and the owner not later than 30 days of such receipt of a
written notice of error by the Administrator. The City Council shall consider the owner’s notice
of error and the Administrator’s response at a public meeting, and not later than 30 days after
closing such meeting, the City Council shall make a final determination as to whether an error
has been made. If the City Council determines that an error has been made, the City Council take
such corrective action as is authorized by the PID Act, this 2025 Amended and Restated Service
and Assessment Plan, the applicable Assessment Ordinance, the applicable Indenture, or as
otherwise authorized by the discretionary power of the City Council. The determination by the
City Council as to whether an error has been made, and any corrective action taken by the City
Council, shall be final and binding on the owner and the Administrator.
B. Amendments
Amendments to this 2025 Amended and Restated Service and Assessment Plan must be made
by the City Council in accordance with the PID Act. To the extent permitted by the PID Act, this
2025 Amended and Restated Service and Assessment Plan may be amended without notice to
owners of the Assessed Property: (1) to correct mistakes and clerical errors; (2) to clarify
ambiguities; and (3) to provide procedures to collect Assessments, Annual Installments, and
other charges imposed by this 2025 Amended and Restated Service and Assessment Plan.
C. Administration and Interpretation
The Administrator shall: (1) perform the obligations of the Administrator as set forth in this 2025
Amended and Restated Service and Assessment Plan; (2) administer the District for and on behalf
of and at the direction of the City Council; and (3) interpret the provisions of this 2025 Amended
and Restated Service and Assessment Plan. Interpretations of this 2025 Amended and Restated
Service and Assessment Plan by the Administrator shall be in writing and shall be appealable to
the City Council by owners of Assessed Property adversely affected by the interpretation.
Appeals shall be decided by the City Council after holding a public meeting at which all interested
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 30
parties have an opportunity to be heard. Decisions by the City Council shall be final and binding
on the owners of Assessed Property and developers and their successors and assigns.
D. Form of Buyer Disclosure; Filing Requirements
Per Section 5.014 of the Texas Property Code, as amended, this 2025 A&R Service and
Assessment Plan, and any future Annual Service Plan Updates, shall include a form of the buyer
disclosures for the district. The buyer disclosures are attached hereto as Appendix B. Within
seven days of approval by the City Council, the City shall file and record in the real property
records of the County the executed ordinance of this 2025 A&R Service and Assessment Plan, or
any future Annual Service Plan Updates. The executed ordinance, including any attachments,
approving this Service an Assessment Plan or any future Annual Service Plan Updates shall be
filed and recorded in their entirety.
E. Severability
If any provision of this 2025 Amended and Restated Service and Assessment Plan is determined
by a governmental agency or court to be unenforceable, the unenforceable provision shall be
deleted and, to the maximum extent possible, shall be rewritten to be enforceable. Every effort
shall be made to enforce the remaining provisions.
SECTION IX: ADDITIONAL INFORMATION
The following information shall serve as the Annual Service Plan Update for Improvement Area
#1 and the Major Improvement Area.
A. Parcel Subdivision
Improvement Area #1
The final plat of The Villages of Hurricane Creek – North, Phase 1 was filed and recorded
with the County on April 20, 2023, and consists of 344 residential Lots and 12 Lots of Non‐
Benefited Property.
The final plat of The Villages of Hurricane Creek – North, Phase 1A was filed and recorded
with the County on April 20, 2023, and consists of 155 residential Lots and 9 Lots of Non‐
Benefited Property.
See the completed Lot Type classification summary within Improvement Area #1 below:
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 31
Major Improvement Area
No plats have been filed in the Major Improvement Area.
See the anticipated Lot Type classification summary within the Major Improvement Area below:
See Exhibit A‐1 for the map of the District showing Lot Type classifications.
B. Lot and Home Sales
Per the Quarterly Report dated March 31, 2025, the Lot ownership composition is provided
below:
Improvement Area #1
Developer Owned:
o Lot Type 1: 12 Lots
o Lot Type 2: 31 Lots
o Lot Type 3: 0 Lots
o Lot Type 4: 14 Lots
Homebuilder Owned:
o Lot Type 1: 34 Lots
Lot Type Number of Lots
Lot Type 1 69
Lot Type 2 340
Lot Type 3 18
Lot Type 4 72
Total 499
Improvement Area #1
Lot Type Number of Lots
40' 72
50' 4
60' 115
70' 55
80' 26
Townhome 113
Senior Living 27
Total 412
Major Improvement Area
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 32
o Lot Type 2: 92 Lots
o Lot Type 3: 12 Lots
o Lot Type 4: 45 Lots
End‐User Owned:
o Lot Type 1: 23 Lots
o Lot Type 2: 217 Lots
o Lot Type 3: 6 Lots
o Lot Type 4: 13 Lots
Major Improvement Area
Developer Owned:
o Lot Type 40’: 72 Lots
o Lot Type 50’: 4 Lots
o Lot Type 60’: 115 Lots
o Lot Type 70’: 55 Lots
o Lot Type 80’: 26 Lots
o Townhome: 113 Lots
o Senior Living: 27 Lots
Homebuilder Owned:
o Lot Type 40’: 0 Lots
o Lot Type 50’: 0 Lots
o Lot Type 60’: 0 Lots
o Lot Type 70’: 0 Lots
o Lot Type 80’: 0 Lots
o Townhome: 0 Lots
o Senior Living: 0 Lots
End‐User Owned:
o Lot Type 40’: 0 Lots
o Lot Type 50’: 0 Lots
o Lot Type 60’: 0 Lots
o Lot Type 70’: 0 Lots
o Lot Type 80’: 0 Lots
o Townhome: 0 Lots
o Senior Living: 0 Lots
See Appendix B for the buyer disclosures.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 33
C. Authorized Improvements
Improvement Area #1
The Developer has completed the Authorized Improvements listed in the 2021 Service and
Assessment Plan and they were dedicated to the City.
Major Improvement Area
The Developer has completed the Authorized Improvements listed in the 2021 Service and
Assessment Plan and they were dedicated to the City.
Private Costs
The Developer has completed the Private Improvements listed in the 2021 Service and
Assessment Plan and they were dedicated to the City.
D. Outstanding Assessments
Improvement Area #1
Net of the principal bond payment due September 15, Improvement Area #1 has an outstanding
Assessment of $12,444,000, of which $8,845,000 is attributable to the Improvement Area #1
Initial Bonds and $3,599,000 is attributable to the Improvement Area #1 Additional Bonds.
Major Improvement Area
Net of the principal bond payment due September 15, the Major Improvement Area has an
outstanding Assessment of $2,782,000.00.
E. TIRZ No. 3 Annual Credit
Improvement Area #1
The City Council, in accordance with the TIRZ No. 3 TIRZ Agreement, has agreed to use a portion
of TIRZ No. 3 TIRZ Revenues generated to reduce the Improvement Area #1 Annual Installment
for all Improvement Area #1 Assessed Property so that the Improvement Area #1 Annual
Installment minus the TIRZ No. 3 Annual Credit Amount for each Lot Type does not produce an
equivalent tax rate which exceeds the competitive composite ad valorem equivalent tax rate
taking into consideration the tax rates of all applicable taxing units and the equivalent tax rate of
the Improvement Area #1 Annual Installments. The resulting Maximum TIRZ No. 3 Annual Credit
Amount for each Lot Type is shown below.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 34
Major Improvement Area
As further described in Section V.F, TIRZ No. 3 Revenues shall not be used to reduce the Major
Improvement Area Annual Installment
F. Annual Installment Due 1/31/2026
Improvement Area #1
Improvement Area #1 Initial Bond – Principal and Interest – The total principal and
interest required for the Annual Installment related to the Improvement Area #1 Initial
Bond is $557,977.50.
Improvement Area #1 Additional Bond – Principal and Interest – The total principal and
interest required for the Annual Installment related to the Improvement Area #1
Additional Bond is $260,937.02.
Additional Interest – Additional Interest is collected to fund the Additional Interest
Reserve Account. The Additional Interest Reserve Requirement, as defined in the
Indenture related to the Improvement Area #1 Initial bonds, is equal to $340,532.50 and
has not been met. As such, the Additional Interest Reserve Account will be funded with
Additional Interest on the outstanding Assessment, resulting in an Additional Interest for
Improvement Area #1 of $62,220.00.
Annual Collection Costs – The cost of administering the District and collecting the Annual
Installments shall be paid for on a pro rata basis by each Parcel based on the amount of
outstanding Assessment remaining on the Parcel. The total Annual Collection Costs
budgeted for the Annual Installment for Improvement Area #1 is $58,818.28.
Lot Type
TIRZ No. 3 Maximum
Annual Credit Amount
per Unit
Improvement Area #1
Lot Type 1 (40') $0.00
Lot Type 2 (50') $0.00
Lot Type 3 (60') $0.00
Lot Type 4 (Townhomes) $0.00
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 35
Major Improvement Area
Principal and Interest – The total principal and interest required for the Annual
Installment for the Major Improvement Area is $198,100.00.
Additional Interest – Additional Interest is collected to fund the Additional Interest
Reserve Account. The Additional Interest Reserve Requirement, as defined in the Major
Improvement Area Indenture is equal to $87,633.00 and has not been met. As such, the
Additional Interest Reserve Account will be funded with Additional Interest on the
outstanding Assessment, resulting in an Additional Interest for the Major Improvement
Area of $13,910.00.
P3Works Administration 40,081.26$
City Auditor 2,057.16$
City Administration 3,000.00$
Filing Fees 822.86$
County Collection 2,057.00$
PID Trustee Fees 8,000.00$
Dissemination Agent 3,000.00$
Draw Request Review 3,800.00$
CDA Review 3,500.00$
Collection Cost Maintenance Balance 10,000.00$
CCMB Credit (20,000.00)$
Arbitrage Calculation 2,500.00$
Total Annual Collection Costs 58,818.28$
Annual Collection Costs Breakdown
Improvement Area #1
Improvement Area #1 Initial Bond
Principal 197,000.00$
Interest 360,977.50$
Additional Interest 44,225.00$
602,202.50$
Improvement Area #1 Additional Bond
Principal 71,000.00$
Interest 245,204.00$
Additional Interest 20,780.00$
336,984.00$
Annual Collection Costs 58,818.28$
Total Annual Installment 998,004.78$
Improvement Area #1
Due January 31, 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 36
Annual Collection Costs – The cost of administering the District and collecting the Annual
Installments shall be paid for on a pro rata basis by each Parcel based on the amount of
outstanding Assessment remaining on the Parcel. The total Annual Collection Costs
budgeted for the Annual Installment for the Major Improvement Area is 16,569.17.
G. Prepayment of Assessment in Full
Improvement Area #1
No full prepayments have occurred within Improvement Area #1.
Major Improvement Area
No full prepayments have occurred within the Major Improvement Area.
P3Works Administration 8,628.19$
City Auditor 442.84$
City Administration 3,000.00$
Filing Fees 177.14$
County Collection 521.00$
PID Trustee Fees 4,000.00$
Dissemination Agent 1,500.00$
Draw Request Review 3,800.00$
CDA Review 3,500.00$
Collection Cost Maintenance Balance 10,000.00$
CCMB Credit (20,000.00)$
Arbitrage Calculation 1,000.00$
Total Annual Collection Costs 16,569.17$
Annual Collection Costs Breakdown
Major Improvement Area
Major Improvement Area Bond
Principal 61,000.00$
Interest 137,100.00$
Additional Interest 13,910.00$
212,010.00$
Annual Collection Costs 16,569.17$
Total Annual Installment 228,579.17$
Major Improvement Area
Due January 31, 2026
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 37
H. Partial Prepayment of Assessments
Improvement Area #1
No partial prepayments have occurred within Improvement Area #1.
Major Improvement Area
No partial prepayments have occurred within the Major Improvement Area.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 0
EXHIBITS
The following Exhibits are attached to and made a part of this 2025 Amended and Restated
Service and Assessment Plan for all purposes:
Exhibit A‐1 Map of the District
Exhibit A‐2 Map of Improvement Area #1 and the Major Improvement Area
Exhibit B Project Costs
Exhibit C Service Plan
Exhibit D Sources and Uses of Funds
Exhibit E‐1 Improvement Area #1 Assessment Roll
Exhibit E‐2 Improvement Area #1 Annual Installments
Exhibit F‐1 Major Improvement Area Assessment Roll
Exhibit F‐2 Major Improvement Area Annual Installments
Exhibit G‐1 Maps of Improvement Area #1 Improvements
Exhibit G‐2 Maps of Major Improvements
Exhibit H Maximum Assessment and Tax Rate Equivalent
Exhibit I TIRZ No. 3 Annual Credit Amount by Lot Type
Exhibit J Form of Notice of Assessment Termination
Exhibit K‐1 Debt Service Schedules for Improvement Area #1 Initial Bonds
Exhibit K‐2 Debt Service Schedules for Improvement Area #1 Additional Bonds
Exhibit K‐3 Debt Service Schedule for Major Improvement Area Bonds
Exhibit L‐1 District Legal Description
Exhibit L‐2 Improvement Area #1 Legal Description
Exhibit L‐3 Major Improvement Area Legal Description
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 1
APPENDICES
The following Appendices are attached to and made a part of this 2025 Amended and Restated
Service and Assessment Plan for all purposes:
Appendix A Engineer’s Report
Appendix B Buyer Disclosures
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 2
EXHIBIT A‐1 – MAP OF THE DISTRICT
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 3
EXHIBIT A‐2 – MAP OF IMPROVEMENT AREA #1 AND THE MAJOR IMPROVEMENT AREA
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 4
EXHIBIT B – PROJECT COSTS
% Cost % Cost
Improvement Area #1 Improvements
Water 1,130,975$ 1,130,975$ ‐$ 100.00% 1,130,975$ 0.00%‐$
Sanitary Sewer 1,515,886 1,515,886 ‐ 100.00% 1,515,886 0.00%‐
Storm Drainage 928,453 928,453 ‐ 100.00% 928,453 0.00%‐
Street 4,120,809 4,120,809 ‐ 100.00% 4,120,809 0.00%‐
Soft Costs[c]1,431,205 1,431,205 ‐ 100.00% 1,431,205 0.00%‐
Contingency 188,896 188,896 ‐ 100.00% 188,896 0.00%‐
9,316,223$ 9,316,223$ ‐$ 9,316,223$ ‐$
Major Improvements[d]
Water 621,765$ 621,765$ ‐$ 50.96% 316,872$ 49.04% 304,893$
Sanitary Sewer 281,025 281,025 ‐ 50.96% 143,220 49.04% 137,805
Storm Drainage 653,700 653,700 ‐ 50.96% 333,147 49.04% 320,553
Street 1,673,701 1,673,701 ‐ 50.96% 852,974 49.04% 820,727
Soft Costs[c]1,264,720 1,264,720 ‐ 50.96% 644,544 49.04% 620,176
Contingency 113,172 113,172 ‐ 50.96% 57,676 49.04% 55,496
4,608,083$ 4,608,083$ ‐$ 2,348,433$ 2,259,650$
Private Costs
Earthwork 586,134$ 1,000,000$ 1,000,000$ 0.00%‐$ 0.00%‐$
Retaining Walls 803,340 800,000 800,000 0.00%‐ 0.00%‐
Screen Walls and Entry Monument 486,550 500,000 500,000 0.00%‐ 0.00%‐
Landscaping and Irrigation 807,180 800,000 800,000 0.00%‐ 0.00%‐
Miscellaneous[c]281,895 1,443,640 1,443,640 0.00%‐ 0.00%‐
2,965,099$ 4,543,640$ 4,543,640$ ‐$ ‐$
Bond Issuance Costs ‐ IA#1 Initial Bonds and MIA Bonds
Debt Service Reserve Fund 773,690$ 773,690$ ‐$ 575,460$ 198,230$
Capitalized Interest 705,464 705,464 ‐ 409,547 295,917
Underwriter's Discount 245,920 245,920 ‐ 188,000 57,920
Underwriter's Counsel 122,960 122,960 ‐ 94,000 28,960
Cost of Issuance 763,286 763,286 ‐ 569,883 193,404
2,611,321$ 2,611,321$ ‐$ 1,836,890$ 774,431$
Bond Issuance Costs ‐ IA#1 Additional Bonds
Debt Service Reserve Fund ‐$ 278,412$ ‐$ 278,412$ ‐$
Underwriter's Discount ‐ 107,970 ‐ 107,970 ‐
Cost of Issuance ‐ 262,618 ‐ 262,618 ‐
PID Administration Bond Preparation ‐ 12,290 ‐ 12,290 ‐
‐$ 661,290$ ‐$ 661,290$ ‐$
Other Costs
Deposit to Administrative Fund 70,000$ 70,000$ ‐$ 35,000$ 35,000$
70,000$ 70,000$ ‐$ 35,000$ 35,000$
Total 19,570,726$ 21,810,558$ 4,543,640$ 14,197,836$ 3,069,081$
Footnotes:
[a] Per the 2021 Service and Assessment Plan.
[b] As provided in the Quarterly Reports for Improvement Area #1 and the Major Improvement Area dated March 31, 2025.
[c] Miscellaneous costs and soft costs include entitlements, development agreement, district creation, engineering & surveying, SWPPP, preliminary platting fee, final platting
fee, maintenance bond, engineering review fee, inspection fee, and geotechnical testing.
[d] The Major Improvements are allocated between Improvement Area #1 and the Major Improvement Area based on the ratio of Estimated Buildout Value of each area to the
Estimated Buildout Value of the District. The Estimated Buildout Value of Improvement Area #1 is $131,748,000, the Estimated Buildout Value of the District is $258,515,250, so
Improvement Area #1 is allocated 50.96% of the Major Improvements (131,748,000/258,515,250 = 50.96%). The Estimated Buildout Value of the Major Improvement Area is
$126,767,250, the Estimated Buildout Value of the District is $258,515,250, so the Major Improvement Area is allocated 49.04% of the Major Improvements
(126,767,250/258,515,250 = 49.04%).
Original Total
Costs[a]Private Costs
Improvement Area #1
Projects
Major Improvement
Area ProjectsUpdated
Total Costs[b]
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 5
EXHIBIT C – SERVICE PLAN
Annual Installment Due 1/31/2026 1/31/2027 1/31/2028 1/31/2029 1/31/2030
Improvement Area #1 Initial Bonds
Principal $ 197,000.00 $ 204,000.00 $ 212,000.00 $ 220,000.00 $ 228,000.00
Interest 360,977.50 354,575.00 346,925.00 338,975.00 330,725.00
Additional Interest 44,225.00 43,240.00 42,220.00 41,160.00 40,060.00
(1) $ 602,202.50 $ 601,815.00 $ 601,145.00 $ 600,135.00 $ 598,785.00
Improvement Area #1 Additional Bonds
Principal $ 70,000.00 $ 69,000.00 $ 73,000.00 $ 76,000.00 $ 80,000.00
Interest 190,937.02 192,217.50 189,202.20 186,012.10 182,690.90
Additional Interest 17,995.00 17,645.00 17,300.00 16,935.00 16,555.00
(2) 278,932.02 278,862.50 279,502.20 278,947.10 279,245.90
Annual Collection Costs (3) $ 58,818.28 $ 67,644.65 $ 68,997.54 $ 70,377.49 $ 71,785.04
Total Annual Installment (4) = (1) + (2) + (3) $ 939,952.80 $ 948,322.15 $ 949,644.74 $ 949,459.59 $ 949,815.94
Annual Installment Due 1/31/2026 1/31/2027 1/31/2028 1/31/2029 1/31/2030
Principal $ 61,000.00 $ 63,000.00 $ 65,000.00 $ 68,000.00 $ 70,000.00
Interest 137,100.00 134,355.00 131,520.00 128,595.00 125,535.00
(1) $ 198,100.00 $ 197,355.00 $ 196,520.00 $ 196,595.00 $ 195,535.00
Additional Interest (2) $ 13,910.00 $ 13,605.00 $ 13,290.00 $ 12,965.00 $ 12,625.00
Annual Collection Costs (3) $ 16,569.17 $ 26,080.55 $ 26,602.16 $ 27,134.21 $ 27,676.89
Total Annual Installment (4) = (1) + (2) + (3) $ 228,579.17 $ 237,040.55 $ 236,412.16 $ 236,694.21 $ 235,836.89
Improvement Area #1
Major Improvement Area
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 6
EXHIBIT D‐1 – SOURCES AND USES OF FUNDS
Privately Funded Improvement Area #1 Major Improvement Area Total
Improvement Area #1 Initial Bond ‐$ 9,400,000$ ‐$ 9,400,000$
Improvement Area #1 Bond Original Issue Discount ‐ (20,470) ‐ (20,470)
Improvement Area #1 Reimbursement Obligation[a]‐ 1,016 ‐ 1,016
Improvement Area #1 Additional Bonds[a]‐ 3,599,000 ‐ 3,599,000
Major Improvement Area Bond ‐ ‐ 2,896,000 2,896,000
Developer Contribution[b]‐ 1,218,291 173,081 1,391,372
Developer Contribution ‐ Private Costs[c]4,543,640 ‐ ‐ 4,543,640
Total Sources 4,543,640$ 14,197,836$ 3,069,081$ 21,810,558$
Improvement Area #1 Improvements ‐$ 9,316,223$ ‐$ 9,316,223$
Major Improvements ‐ 2,348,433 2,259,650 4,608,083
Private Costs[d]4,543,640 ‐ ‐ 4,543,640
4,543,640$ 11,664,656$ 2,259,650$ 18,467,946$
Bond Issuance Costs ‐ IA#1 Initial Bonds and MIA Bonds
Debt Service Reserve Fund 575,460$ 198,230$ 773,690$
Capitalized Interest 409,547 295,917 705,464
Underwriter's Discount 188,000 57,920 245,920
Underwriter's Counsel 94,000 28,960 122,960
Costs of Issuance 569,883 193,404 763,286
‐$ 1,836,890$ 774,431$ 2,611,321$
Bond Issuance Costs ‐ IA#1 Additional Bonds
Debt Service Reserve Fund 278,412$ ‐$ 278,412$
Underwriter's Discount 107,970 ‐ 107,970
Costs of Issuance 262,618 ‐ 262,618
PID Administration Bond Preparation 12,290 ‐ 12,290
‐$ 661,290$ ‐$ 661,290$
Other Costs
Deposit to Administrative Fund 35,000$ 35,000$ 70,000$
‐$ 35,000$ 35,000$ 70,000$
Total Uses 4,543,640$ 14,197,836$ 3,069,081$ 21,810,558$
Footnotes:
Sources of Funds
Uses of Funds
[a] See Exhibit D‐2 for reduction to the Improvement Area #1 Reimbursement Obligation.
[b] Not to be reimbursed to the Developer through proceeds from the Assessments. To be funded privately.
[c] Not PID eligible. To be privately funded by the Developer.
[d] Allocated between Improvement Area #1 and the Major Improvement Area based on Estimated Buildout Value.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 7
EXHIBIT D‐2 – IMPROVEMENT AREA #1 ASSESSMENT REDUCTION
Original Improvement Area #1 Reimbursement Obligation (1) 4,157,016.00$
Principal paid 1/31/2022 (2)‐
Principal paid 1/31/2023 (3) 57.28
Principal paid 1/31/2024 (4) 61.13
Principal paid 1/31/2025 (5) 65.25
Net Outstanding Reimbursement Obligation (6) = (1) ‐ (2) ‐ (3) ‐ (4) ‐ (5) 4,156,832.34$
Principal Reduction[a] (7) 557,000.00
To be forgiven for rounding (8) 832.34
Improvement Area #1 Additional Bonds (9) = (6) ‐ (7) ‐ (8) 3,599,000.00$
Footnotes:
Improvement Area #1 Reimbursement Obligation Reduction
[a] Reflects a reduction in principal of the Assessment in order to maintain a level average Improvement Area #1 Annual Installment
as required under the applicable indenture. The Assessment reduction will not be reimbursed to the Developer for the Authorized
Improvements.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 8
EXHIBIT E‐1 – IMPROVEMENT AREA #1 ASSESSMENT ROLL
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881022 Lot Type 2 25,856.52$ 1,953.06$
2881023 Lot Type 2 25,856.52$ 1,953.06$
2881027 Lot Type 2 25,856.52$ 1,953.06$
2881035 Lot Type 2 25,856.52$ 1,953.06$
2881038 Lot Type 2 25,856.52$ 1,953.06$
2881040 Lot Type 2 25,856.52$ 1,953.06$
2881041 Lot Type 2 25,856.52$ 1,953.06$
2881056 Lot Type 2 25,856.52$ 1,953.06$
2881067 Lot Type 2 25,856.52$ 1,953.06$
2881091 Lot Type 2 25,856.52$ 1,953.06$
2881102 Lot Type 2 25,856.52$ 1,953.06$
2881110 Lot Type 2 25,856.52$ 1,953.06$
2881205 Lot Type 2 25,856.52$ 1,953.06$
2881206 Lot Type 2 25,856.52$ 1,953.06$
2881207 Lot Type 2 25,856.52$ 1,953.06$
2881045 Lot Type 2 25,856.52$ 1,953.06$
2881090 Lot Type 2 25,856.52$ 1,953.06$
2881146 Lot Type 2 25,856.52$ 1,953.06$
2880879 Lot Type 4 21,251.94$ 1,605.26$
2880880 Lot Type 4 21,251.94$ 1,605.26$
2880881 Lot Type 4 21,251.94$ 1,605.26$
2880882 Lot Type 4 21,251.94$ 1,605.26$
2880883 Lot Type 4 21,251.94$ 1,605.26$
2880884 Lot Type 4 21,251.94$ 1,605.26$
2880885 Lot Type 4 21,251.94$ 1,605.26$
2880886 Lot Type 4 21,251.94$ 1,605.26$
2880890 Lot Type 4 21,251.94$ 1,605.26$
2880888 Lot Type 4 21,251.94$ 1,605.26$
2880889 Lot Type 4 21,251.94$ 1,605.26$
2880891 Lot Type 4 21,251.94$ 1,605.26$
2880892 Lot Type 4 21,251.94$ 1,605.26$
2880893 Lot Type 4 21,251.94$ 1,605.26$
2880962 Lot Type 4 21,251.94$ 1,605.26$
2880894 Lot Type 4 21,251.94$ 1,605.26$
2880963 Lot Type 4 21,251.94$ 1,605.26$
2880895 Lot Type 4 21,251.94$ 1,605.26$
2880896 Lot Type 4 21,251.94$ 1,605.26$
2880897 Lot Type 4 21,251.94$ 1,605.26$
2880898 Lot Type 4 21,251.94$ 1,605.26$
2880899 Lot Type 4 21,251.94$ 1,605.26$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 9
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2880900 Lot Type 4 21,251.94$ 1,605.26$
2880901 Lot Type 4 21,251.94$ 1,605.26$
2880902 Lot Type 4 21,251.94$ 1,605.26$
2880965 Lot Type 4 21,251.94$ 1,605.26$
2880966 Lot Type 4 21,251.94$ 1,605.26$
2880967 Lot Type 4 21,251.94$ 1,605.26$
2880968 Lot Type 4 21,251.94$ 1,605.26$
2880969 Lot Type 4 21,251.94$ 1,605.26$
2880970 Lot Type 4 21,251.94$ 1,605.26$
2880971 Lot Type 4 21,251.94$ 1,605.26$
2880972 Lot Type 4 21,251.94$ 1,605.26$
2880872 Lot Type 4 21,251.94$ 1,605.26$
2880873 Lot Type 4 21,251.94$ 1,605.26$
2880874 Lot Type 4 21,251.94$ 1,605.26$
2880875 Lot Type 4 21,251.94$ 1,605.26$
2880916 Lot Type 1 22,668.73$ 1,712.27$
2880917 Lot Type 1 22,668.73$ 1,712.27$
2880918 Lot Type 1 22,668.73$ 1,712.27$
2880876 Lot Type 4 21,251.94$ 1,605.26$
2880877 Lot Type 4 21,251.94$ 1,605.26$
2880878 Lot Type 4 21,251.94$ 1,605.26$
2880946 Lot Type 4 21,251.94$ 1,605.26$
2880948 Lot Type 4 21,251.94$ 1,605.26$
2880950 Lot Type 4 21,251.94$ 1,605.26$
2880951 Lot Type 4 21,251.94$ 1,605.26$
2880953 Lot Type 4 21,251.94$ 1,605.26$
2880913 Lot Type 1 22,668.73$ 1,712.27$
2880928 Lot Type 1 22,668.73$ 1,712.27$
2880929 Lot Type 1 22,668.73$ 1,712.27$
2880914 Lot Type 1 22,668.73$ 1,712.27$
2880920 Lot Type 1 22,668.73$ 1,712.27$
2880921 Lot Type 1 22,668.73$ 1,712.27$
2880922 Lot Type 1 22,668.73$ 1,712.27$
2880923 Lot Type 1 22,668.73$ 1,712.27$
2880924 Lot Type 1 22,668.73$ 1,712.27$
2880936 Lot Type 1 22,668.73$ 1,712.27$
2880937 Lot Type 1 22,668.73$ 1,712.27$
2880925 Lot Type 1 22,668.73$ 1,712.27$
2880926 Lot Type 1 22,668.73$ 1,712.27$
2880940 Lot Type 1 22,668.73$ 1,712.27$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 10
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2880927 Lot Type 1 22,668.73$ 1,712.27$
2880942 Lot Type 1 22,668.73$ 1,712.27$
2880930 Lot Type 1 22,668.73$ 1,712.27$
2880931 Lot Type 1 22,668.73$ 1,712.27$
2880945 Lot Type 4 21,251.94$ 1,605.26$
2880932 Lot Type 1 22,668.73$ 1,712.27$
2880947 Lot Type 4 21,251.94$ 1,605.26$
2880933 Lot Type 1 22,668.73$ 1,712.27$
2880949 Lot Type 4 21,251.94$ 1,605.26$
2880938 Lot Type 1 22,668.73$ 1,712.27$
2880943 Lot Type 1 22,668.73$ 1,712.27$
2880952 Lot Type 4 21,251.94$ 1,605.26$
2880982 Lot Type 1 22,668.73$ 1,712.27$
2880954 Lot Type 4 21,251.94$ 1,605.26$
2880955 Lot Type 4 21,251.94$ 1,605.26$
2880956 Lot Type 4 21,251.94$ 1,605.26$
2880957 Lot Type 4 21,251.94$ 1,605.26$
2880958 Lot Type 4 21,251.94$ 1,605.26$
2880959 Lot Type 4 21,251.94$ 1,605.26$
2880960 Lot Type 4 21,251.94$ 1,605.26$
2880961 Lot Type 4 21,251.94$ 1,605.26$
2880987 Lot Type 1 22,668.73$ 1,712.27$
2880990 Lot Type 1 22,668.73$ 1,712.27$
2880964 Lot Type 4 21,251.94$ 1,605.26$
2880991 Lot Type 1 22,668.73$ 1,712.27$
2880992 Lot Type 1 22,668.73$ 1,712.27$
2880994 Lot Type 1 22,668.73$ 1,712.27$
2880997 Lot Type 1 22,668.73$ 1,712.27$
2881004 Lot Type 1 22,668.73$ 1,712.27$
2881007 Lot Type 1 22,668.73$ 1,712.27$
2881008 Lot Type 1 22,668.73$ 1,712.27$
2881025 Lot Type 2 25,856.52$ 1,953.06$
2881101 Lot Type 2 25,856.52$ 1,953.06$
2880934 Lot Type 1 22,668.73$ 1,712.27$
2880939 Lot Type 1 22,668.73$ 1,712.27$
2880941 Lot Type 1 22,668.73$ 1,712.27$
2880944 Lot Type 1 22,668.73$ 1,712.27$
2880988 Lot Type 1 22,668.73$ 1,712.27$
2880998 Lot Type 1 22,668.73$ 1,712.27$
2881006 Lot Type 1 22,668.73$ 1,712.27$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 11
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881275 Lot Type 2 25,856.52$ 1,953.06$
2881276 Lot Type 2 25,856.52$ 1,953.06$
2880984 Lot Type 1 22,668.73$ 1,712.27$
2881277 Lot Type 2 25,856.52$ 1,953.06$
2880986 Lot Type 1 22,668.73$ 1,712.27$
2881278 Lot Type 2 25,856.52$ 1,953.06$
2881280 Lot Type 2 25,856.52$ 1,953.06$
2880989 Lot Type 1 22,668.73$ 1,712.27$
2881294 Lot Type 2 25,856.52$ 1,953.06$
2881307 Lot Type 2 25,856.52$ 1,953.06$
2881308 Lot Type 2 25,856.52$ 1,953.06$
2880993 Lot Type 1 22,668.73$ 1,712.27$
2881358 Lot Type 2 25,856.52$ 1,953.06$
2880995 Lot Type 1 22,668.73$ 1,712.27$
2880996 Lot Type 1 22,668.73$ 1,712.27$
2881246 Lot Type 2 25,856.52$ 1,953.06$
2881279 Lot Type 2 25,856.52$ 1,953.06$
2880999 Lot Type 1 22,668.73$ 1,712.27$
2881000 Lot Type 1 22,668.73$ 1,712.27$
2881001 Lot Type 1 22,668.73$ 1,712.27$
2881002 Lot Type 1 22,668.73$ 1,712.27$
2881003 Lot Type 1 22,668.73$ 1,712.27$
2881281 Lot Type 2 25,856.52$ 1,953.06$
2881005 Lot Type 1 22,668.73$ 1,712.27$
2881289 Lot Type 2 25,856.52$ 1,953.06$
2881015 Lot Type 2 25,856.52$ 1,953.06$
2881016 Lot Type 2 25,856.52$ 1,953.06$
2881009 Lot Type 1 22,668.73$ 1,712.27$
2881017 Lot Type 2 25,856.52$ 1,953.06$
2881012 Lot Type 2 25,856.52$ 1,953.06$
2881013 Lot Type 2 25,856.52$ 1,953.06$
2881014 Lot Type 2 25,856.52$ 1,953.06$
2881026 Lot Type 2 25,856.52$ 1,953.06$
2881030 Lot Type 2 25,856.52$ 1,953.06$
2881031 Lot Type 2 25,856.52$ 1,953.06$
2881018 Lot Type 2 25,856.52$ 1,953.06$
2881019 Lot Type 2 25,856.52$ 1,953.06$
2881020 Lot Type 2 25,856.52$ 1,953.06$
2881021 Lot Type 2 25,856.52$ 1,953.06$
2881032 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 12
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881046 Lot Type 2 25,856.52$ 1,953.06$
2881047 Lot Type 2 25,856.52$ 1,953.06$
2881061 Lot Type 2 25,856.52$ 1,953.06$
2881070 Lot Type 2 25,856.52$ 1,953.06$
2881082 Lot Type 2 25,856.52$ 1,953.06$
2881083 Lot Type 2 25,856.52$ 1,953.06$
2881087 Lot Type 2 25,856.52$ 1,953.06$
2881088 Lot Type 2 25,856.52$ 1,953.06$
2881089 Lot Type 2 25,856.52$ 1,953.06$
2881094 Lot Type 2 25,856.52$ 1,953.06$
2881033 Lot Type 2 25,856.52$ 1,953.06$
2881034 Lot Type 2 25,856.52$ 1,953.06$
2881108 Lot Type 2 25,856.52$ 1,953.06$
2881036 Lot Type 2 25,856.52$ 1,953.06$
2881037 Lot Type 2 25,856.52$ 1,953.06$
2881109 Lot Type 2 25,856.52$ 1,953.06$
2881039 Lot Type 2 25,856.52$ 1,953.06$
2881135 Lot Type 2 25,856.52$ 1,953.06$
2881136 Lot Type 2 25,856.52$ 1,953.06$
2881042 Lot Type 2 25,856.52$ 1,953.06$
2881044 Lot Type 2 25,856.52$ 1,953.06$
2881156 Lot Type 2 25,856.52$ 1,953.06$
2881170 Lot Type 2 25,856.52$ 1,953.06$
2881172 Lot Type 2 25,856.52$ 1,953.06$
2881048 Lot Type 2 25,856.52$ 1,953.06$
2881049 Lot Type 2 25,856.52$ 1,953.06$
2881050 Lot Type 2 25,856.52$ 1,953.06$
2881051 Lot Type 2 25,856.52$ 1,953.06$
2881052 Lot Type 2 25,856.52$ 1,953.06$
2881053 Lot Type 2 25,856.52$ 1,953.06$
2881054 Lot Type 2 25,856.52$ 1,953.06$
2881055 Lot Type 2 25,856.52$ 1,953.06$
2881181 Lot Type 2 25,856.52$ 1,953.06$
2881057 Lot Type 2 25,856.52$ 1,953.06$
2881060 Lot Type 2 25,856.52$ 1,953.06$
2881183 Lot Type 2 25,856.52$ 1,953.06$
2881062 Lot Type 2 25,856.52$ 1,953.06$
2881063 Lot Type 2 25,856.52$ 1,953.06$
2881064 Lot Type 2 25,856.52$ 1,953.06$
2881065 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 13
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881066 Lot Type 2 25,856.52$ 1,953.06$
2881192 Lot Type 2 25,856.52$ 1,953.06$
2881068 Lot Type 2 25,856.52$ 1,953.06$
2881069 Lot Type 2 25,856.52$ 1,953.06$
2881193 Lot Type 2 25,856.52$ 1,953.06$
2881071 Lot Type 2 25,856.52$ 1,953.06$
2881072 Lot Type 2 25,856.52$ 1,953.06$
2881077 Lot Type 2 25,856.52$ 1,953.06$
2881078 Lot Type 2 25,856.52$ 1,953.06$
2881079 Lot Type 2 25,856.52$ 1,953.06$
2881080 Lot Type 2 25,856.52$ 1,953.06$
2881081 Lot Type 2 25,856.52$ 1,953.06$
2881194 Lot Type 2 25,856.52$ 1,953.06$
2881208 Lot Type 2 25,856.52$ 1,953.06$
2881084 Lot Type 2 25,856.52$ 1,953.06$
2881085 Lot Type 2 25,856.52$ 1,953.06$
2881086 Lot Type 2 25,856.52$ 1,953.06$
2881220 Lot Type 2 25,856.52$ 1,953.06$
2881221 Lot Type 2 25,856.52$ 1,953.06$
2881222 Lot Type 2 25,856.52$ 1,953.06$
2881225 Lot Type 2 25,856.52$ 1,953.06$
2881233 Lot Type 2 25,856.52$ 1,953.06$
2881092 Lot Type 2 25,856.52$ 1,953.06$
2881093 Lot Type 2 25,856.52$ 1,953.06$
2881350 Lot Type 2 25,856.52$ 1,953.06$
2881095 Lot Type 2 25,856.52$ 1,953.06$
2881096 Lot Type 2 25,856.52$ 1,953.06$
2881097 Lot Type 2 25,856.52$ 1,953.06$
2881098 Lot Type 2 25,856.52$ 1,953.06$
2881099 Lot Type 2 25,856.52$ 1,953.06$
2881100 Lot Type 2 25,856.52$ 1,953.06$
2881352 Lot Type 2 25,856.52$ 1,953.06$
2881376 Lot Type 2 25,856.52$ 1,953.06$
2881103 Lot Type 2 25,856.52$ 1,953.06$
2881104 Lot Type 2 25,856.52$ 1,953.06$
2881105 Lot Type 2 25,856.52$ 1,953.06$
2881106 Lot Type 2 25,856.52$ 1,953.06$
2881107 Lot Type 2 25,856.52$ 1,953.06$
2881377 Lot Type 2 25,856.52$ 1,953.06$
2881378 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 14
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881379 Lot Type 2 25,856.52$ 1,953.06$
2881111 Lot Type 2 25,856.52$ 1,953.06$
2881112 Lot Type 2 25,856.52$ 1,953.06$
2881380 Lot Type 2 25,856.52$ 1,953.06$
2881114 Lot Type 2 25,856.52$ 1,953.06$
2881115 Lot Type 2 25,856.52$ 1,953.06$
2881116 Lot Type 2 25,856.52$ 1,953.06$
2881117 Lot Type 2 25,856.52$ 1,953.06$
2881118 Lot Type 2 25,856.52$ 1,953.06$
2881119 Lot Type 2 25,856.52$ 1,953.06$
2881120 Lot Type 2 25,856.52$ 1,953.06$
2881121 Lot Type 2 25,856.52$ 1,953.06$
2881122 Lot Type 2 25,856.52$ 1,953.06$
2881123 Lot Type 2 25,856.52$ 1,953.06$
2881124 Lot Type 2 25,856.52$ 1,953.06$
2881126 Lot Type 2 25,856.52$ 1,953.06$
2881127 Lot Type 2 25,856.52$ 1,953.06$
2881128 Lot Type 2 25,856.52$ 1,953.06$
2881130 Lot Type 2 25,856.52$ 1,953.06$
2881131 Lot Type 2 25,856.52$ 1,953.06$
2881132 Lot Type 2 25,856.52$ 1,953.06$
2881133 Lot Type 2 25,856.52$ 1,953.06$
2881134 Lot Type 2 25,856.52$ 1,953.06$
2881381 Lot Type 2 25,856.52$ 1,953.06$
2881382 Lot Type 2 25,856.52$ 1,953.06$
2881137 Lot Type 2 25,856.52$ 1,953.06$
2881138 Lot Type 2 25,856.52$ 1,953.06$
2881139 Lot Type 2 25,856.52$ 1,953.06$
2881140 Lot Type 2 25,856.52$ 1,953.06$
2881141 Lot Type 2 25,856.52$ 1,953.06$
2881142 Lot Type 2 25,856.52$ 1,953.06$
2881144 Lot Type 2 25,856.52$ 1,953.06$
2881145 Lot Type 2 25,856.52$ 1,953.06$
2881383 Lot Type 2 25,856.52$ 1,953.06$
2881147 Lot Type 2 25,856.52$ 1,953.06$
2881148 Lot Type 2 25,856.52$ 1,953.06$
2881384 Lot Type 2 25,856.52$ 1,953.06$
2881150 Lot Type 2 25,856.52$ 1,953.06$
2881152 Lot Type 2 25,856.52$ 1,953.06$
2881153 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 15
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881154 Lot Type 2 25,856.52$ 1,953.06$
2881387 Lot Type 2 25,856.52$ 1,953.06$
2881157 Lot Type 2 25,856.52$ 1,953.06$
2881158 Lot Type 2 25,856.52$ 1,953.06$
2881159 Lot Type 2 25,856.52$ 1,953.06$
2881160 Lot Type 2 25,856.52$ 1,953.06$
2881161 Lot Type 2 25,856.52$ 1,953.06$
2880935 Lot Type 1 22,668.73$ 1,712.27$
2881163 Lot Type 2 25,856.52$ 1,953.06$
2881164 Lot Type 2 25,856.52$ 1,953.06$
2881165 Lot Type 2 25,856.52$ 1,953.06$
2881167 Lot Type 2 25,856.52$ 1,953.06$
2881168 Lot Type 2 25,856.52$ 1,953.06$
2881169 Lot Type 2 25,856.52$ 1,953.06$
2880985 Lot Type 1 22,668.73$ 1,712.27$
2881171 Lot Type 2 25,856.52$ 1,953.06$
2917982 Lot Type 2 25,856.52$ 1,953.06$
2881173 Lot Type 2 25,856.52$ 1,953.06$
2881174 Lot Type 2 25,856.52$ 1,953.06$
2881175 Lot Type 2 25,856.52$ 1,953.06$
2881176 Lot Type 2 25,856.52$ 1,953.06$
2881177 Lot Type 2 25,856.52$ 1,953.06$
2881178 Lot Type 2 25,856.52$ 1,953.06$
2881179 Lot Type 2 25,856.52$ 1,953.06$
2881180 Lot Type 2 25,856.52$ 1,953.06$
2917983 Lot Type 2 25,856.52$ 1,953.06$
2881182 Lot Type 2 25,856.52$ 1,953.06$
2917985 Lot Type 2 25,856.52$ 1,953.06$
2881184 Lot Type 2 25,856.52$ 1,953.06$
2881185 Lot Type 2 25,856.52$ 1,953.06$
2881186 Lot Type 2 25,856.52$ 1,953.06$
2881187 Lot Type 2 25,856.52$ 1,953.06$
2881188 Lot Type 2 25,856.52$ 1,953.06$
2881189 Lot Type 2 25,856.52$ 1,953.06$
2881190 Lot Type 2 25,856.52$ 1,953.06$
2881191 Lot Type 2 25,856.52$ 1,953.06$
2917986 Lot Type 2 25,856.52$ 1,953.06$
2917987 Lot Type 2 25,856.52$ 1,953.06$
2917988 Lot Type 2 25,856.52$ 1,953.06$
2881195 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 16
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881196 Lot Type 2 25,856.52$ 1,953.06$
2881197 Lot Type 2 25,856.52$ 1,953.06$
2881198 Lot Type 2 25,856.52$ 1,953.06$
2881199 Lot Type 2 25,856.52$ 1,953.06$
2881200 Lot Type 2 25,856.52$ 1,953.06$
2881201 Lot Type 2 25,856.52$ 1,953.06$
2881202 Lot Type 2 25,856.52$ 1,953.06$
2881203 Lot Type 2 25,856.52$ 1,953.06$
2917989 Lot Type 2 25,856.52$ 1,953.06$
2856586 Non‐Benefited Property ‐$ ‐$
2856586 Non‐Benefited Property ‐$ ‐$
2880862 Lot Type 4 21,251.94$ 1,605.26$
2880864 Lot Type 4 21,251.94$ 1,605.26$
2881210 Lot Type 2 25,856.52$ 1,953.06$
2881211 Lot Type 2 25,856.52$ 1,953.06$
2881212 Lot Type 2 25,856.52$ 1,953.06$
2881213 Lot Type 2 25,856.52$ 1,953.06$
2881214 Lot Type 2 25,856.52$ 1,953.06$
2880865 Lot Type 4 21,251.94$ 1,605.26$
2881216 Lot Type 2 25,856.52$ 1,953.06$
2881217 Lot Type 2 25,856.52$ 1,953.06$
2881218 Lot Type 2 25,856.52$ 1,953.06$
2880866 Lot Type 4 21,251.94$ 1,605.26$
2880867 Lot Type 4 21,251.94$ 1,605.26$
2880868 Lot Type 4 21,251.94$ 1,605.26$
2880869 Lot Type 4 21,251.94$ 1,605.26$
2881223 Lot Type 2 25,856.52$ 1,953.06$
2881224 Lot Type 2 25,856.52$ 1,953.06$
2880870 Lot Type 4 21,251.94$ 1,605.26$
2881226 Lot Type 2 25,856.52$ 1,953.06$
2881227 Lot Type 2 25,856.52$ 1,953.06$
2881228 Lot Type 2 25,856.52$ 1,953.06$
2880903 Lot Type 4 21,251.94$ 1,605.26$
2881230 Lot Type 2 25,856.52$ 1,953.06$
2881231 Lot Type 2 25,856.52$ 1,953.06$
2881232 Lot Type 2 25,856.52$ 1,953.06$
2880904 Lot Type 4 21,251.94$ 1,605.26$
2880905 Lot Type 4 21,251.94$ 1,605.26$
2880906 Lot Type 4 21,251.94$ 1,605.26$
2880907 Lot Type 4 21,251.94$ 1,605.26$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 17
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881239 Lot Type 2 25,856.52$ 1,953.06$
2881240 Lot Type 2 25,856.52$ 1,953.06$
2881241 Lot Type 2 25,856.52$ 1,953.06$
2881242 Lot Type 2 25,856.52$ 1,953.06$
2881243 Lot Type 2 25,856.52$ 1,953.06$
2881244 Lot Type 2 25,856.52$ 1,953.06$
2881245 Lot Type 2 25,856.52$ 1,953.06$
2880908 Lot Type 4 21,251.94$ 1,605.26$
2881247 Lot Type 2 25,856.52$ 1,953.06$
2881248 Lot Type 2 25,856.52$ 1,953.06$
2881249 Lot Type 3 31,027.83$ 2,343.68$
2881250 Lot Type 3 31,027.83$ 2,343.68$
2881251 Lot Type 3 31,027.83$ 2,343.68$
2881252 Lot Type 3 31,027.83$ 2,343.68$
2881253 Lot Type 3 31,027.83$ 2,343.68$
2881254 Lot Type 3 31,027.83$ 2,343.68$
2881255 Lot Type 3 31,027.83$ 2,343.68$
2881256 Lot Type 3 31,027.83$ 2,343.68$
2881257 Lot Type 3 31,027.83$ 2,343.68$
2881258 Lot Type 3 31,027.83$ 2,343.68$
2881259 Lot Type 3 31,027.83$ 2,343.68$
2881260 Lot Type 3 31,027.83$ 2,343.68$
2881261 Lot Type 3 31,027.83$ 2,343.68$
2881262 Lot Type 3 31,027.83$ 2,343.68$
2881263 Lot Type 3 31,027.83$ 2,343.68$
2881264 Lot Type 3 31,027.83$ 2,343.68$
2881265 Lot Type 3 31,027.83$ 2,343.68$
2881266 Lot Type 3 31,027.83$ 2,343.68$
2880910 Lot Type 1 22,668.73$ 1,712.27$
2880911 Lot Type 1 22,668.73$ 1,712.27$
2880912 Lot Type 1 22,668.73$ 1,712.27$
2880915 Lot Type 1 22,668.73$ 1,712.27$
2880919 Lot Type 1 22,668.73$ 1,712.27$
2880975 Lot Type 1 22,668.73$ 1,712.27$
2880976 Lot Type 1 22,668.73$ 1,712.27$
2880977 Lot Type 1 22,668.73$ 1,712.27$
2880978 Lot Type 1 22,668.73$ 1,712.27$
2880979 Lot Type 1 22,668.73$ 1,712.27$
2880980 Lot Type 1 22,668.73$ 1,712.27$
2880981 Lot Type 1 22,668.73$ 1,712.27$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 18
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881024 Lot Type 2 25,856.52$ 1,953.06$
2881028 Lot Type 2 25,856.52$ 1,953.06$
2881282 Lot Type 2 25,856.52$ 1,953.06$
2881283 Lot Type 2 25,856.52$ 1,953.06$
2881284 Lot Type 2 25,856.52$ 1,953.06$
2881285 Lot Type 2 25,856.52$ 1,953.06$
2881286 Lot Type 2 25,856.52$ 1,953.06$
2881287 Lot Type 2 25,856.52$ 1,953.06$
2881288 Lot Type 2 25,856.52$ 1,953.06$
2881236 Lot Type 2 25,856.52$ 1,953.06$
2881290 Lot Type 2 25,856.52$ 1,953.06$
2881291 Lot Type 2 25,856.52$ 1,953.06$
2881292 Lot Type 2 25,856.52$ 1,953.06$
2881237 Lot Type 2 25,856.52$ 1,953.06$
2881238 Lot Type 2 25,856.52$ 1,953.06$
2881295 Lot Type 2 25,856.52$ 1,953.06$
2881296 Lot Type 2 25,856.52$ 1,953.06$
2881297 Lot Type 2 25,856.52$ 1,953.06$
2881298 Lot Type 2 25,856.52$ 1,953.06$
2881299 Lot Type 2 25,856.52$ 1,953.06$
2881300 Lot Type 2 25,856.52$ 1,953.06$
2881301 Lot Type 2 25,856.52$ 1,953.06$
2881302 Lot Type 2 25,856.52$ 1,953.06$
2881303 Lot Type 2 25,856.52$ 1,953.06$
2881304 Lot Type 2 25,856.52$ 1,953.06$
2881305 Lot Type 2 25,856.52$ 1,953.06$
2881306 Lot Type 2 25,856.52$ 1,953.06$
2881270 Lot Type 2 25,856.52$ 1,953.06$
2881271 Lot Type 2 25,856.52$ 1,953.06$
2881272 Lot Type 2 25,856.52$ 1,953.06$
2881273 Lot Type 2 25,856.52$ 1,953.06$
2881274 Lot Type 2 25,856.52$ 1,953.06$
2881309 Lot Type 2 25,856.52$ 1,953.06$
2881310 Lot Type 2 25,856.52$ 1,953.06$
2881314 Lot Type 2 25,856.52$ 1,953.06$
2881315 Lot Type 2 25,856.52$ 1,953.06$
2881316 Lot Type 2 25,856.52$ 1,953.06$
2881317 Lot Type 2 25,856.52$ 1,953.06$
2881318 Lot Type 2 25,856.52$ 1,953.06$
2881319 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 19
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881320 Lot Type 2 25,856.52$ 1,953.06$
2881321 Lot Type 2 25,856.52$ 1,953.06$
2881322 Lot Type 2 25,856.52$ 1,953.06$
2881323 Lot Type 2 25,856.52$ 1,953.06$
2881324 Lot Type 2 25,856.52$ 1,953.06$
2881325 Lot Type 2 25,856.52$ 1,953.06$
2881326 Lot Type 2 25,856.52$ 1,953.06$
2881327 Lot Type 2 25,856.52$ 1,953.06$
2881328 Lot Type 2 25,856.52$ 1,953.06$
2881329 Lot Type 2 25,856.52$ 1,953.06$
2881330 Lot Type 2 25,856.52$ 1,953.06$
2881331 Lot Type 2 25,856.52$ 1,953.06$
2881332 Lot Type 2 25,856.52$ 1,953.06$
2881333 Lot Type 2 25,856.52$ 1,953.06$
2881334 Lot Type 2 25,856.52$ 1,953.06$
2881335 Lot Type 2 25,856.52$ 1,953.06$
2881336 Lot Type 2 25,856.52$ 1,953.06$
2881311 Lot Type 2 25,856.52$ 1,953.06$
2881312 Lot Type 2 25,856.52$ 1,953.06$
2881313 Lot Type 2 25,856.52$ 1,953.06$
2881337 Lot Type 2 25,856.52$ 1,953.06$
2881341 Lot Type 2 25,856.52$ 1,953.06$
2881338 Lot Type 2 25,856.52$ 1,953.06$
2881339 Lot Type 2 25,856.52$ 1,953.06$
2881340 Lot Type 2 25,856.52$ 1,953.06$
2881345 Lot Type 2 25,856.52$ 1,953.06$
2881346 Lot Type 2 25,856.52$ 1,953.06$
2881347 Lot Type 2 25,856.52$ 1,953.06$
2881348 Lot Type 2 25,856.52$ 1,953.06$
2881342 Lot Type 2 25,856.52$ 1,953.06$
2881343 Lot Type 2 25,856.52$ 1,953.06$
2881344 Lot Type 2 25,856.52$ 1,953.06$
2881353 Lot Type 2 25,856.52$ 1,953.06$
2881354 Lot Type 2 25,856.52$ 1,953.06$
2881355 Lot Type 2 25,856.52$ 1,953.06$
2881356 Lot Type 2 25,856.52$ 1,953.06$
2881357 Lot Type 2 25,856.52$ 1,953.06$
2881399 Non‐Benefited Property ‐$ ‐$
2881359 Lot Type 2 25,856.52$ 1,953.06$
2881360 Lot Type 2 25,856.52$ 1,953.06$
Improvement Area #1
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 20
Property
ID[a]Lot Type
Outstanding
Assessment
Annual Installment
Due 1/31/2026[b]
2881361 Lot Type 2 25,856.52$ 1,953.06$
2881362 Lot Type 2 25,856.52$ 1,953.06$
2881363 Lot Type 2 25,856.52$ 1,953.06$
2881364 Lot Type 2 25,856.52$ 1,953.06$
2881365 Lot Type 2 25,856.52$ 1,953.06$
2881366 Lot Type 2 25,856.52$ 1,953.06$
2881367 Lot Type 2 25,856.52$ 1,953.06$
2881368 Lot Type 2 25,856.52$ 1,953.06$
2881369 Lot Type 2 25,856.52$ 1,953.06$
2881370 Lot Type 2 25,856.52$ 1,953.06$
2881371 Lot Type 2 25,856.52$ 1,953.06$
2881372 Lot Type 2 25,856.52$ 1,953.06$
2881373 Lot Type 2 25,856.52$ 1,953.06$
2881374 Lot Type 2 25,856.52$ 1,953.06$
2881375 Lot Type 2 25,856.52$ 1,953.06$
2917979 Lot Type 2 25,856.52$ 1,953.06$
2881229 Lot Type 2 25,856.52$ 1,953.06$
2881162 Lot Type 2 25,856.52$ 1,953.06$
2881219 Lot Type 2 25,856.52$ 1,953.06$
2880871 Non‐Benefited Property ‐$ ‐$
2880887 Non‐Benefited Property ‐$ ‐$
2880909 Non‐Benefited Property ‐$ ‐$
2880973 Non‐Benefited Property ‐$ ‐$
2880974 Non‐Benefited Property ‐$ ‐$
2881011 Non‐Benefited Property ‐$ ‐$
2881396 Lot Type 2 25,856.52$ 1,953.06$
2881397 Lot Type 2 25,856.52$ 1,953.06$
2881398 Lot Type 2 25,856.52$ 1,953.06$
2881029 Non‐Benefited Property ‐$ ‐$
2881113 Non‐Benefited Property ‐$ ‐$
2881149 Non‐Benefited Property ‐$ ‐$
2881204 Non‐Benefited Property ‐$ ‐$
2881215 Non‐Benefited Property ‐$ ‐$
2881267 Non‐Benefited Property ‐$ ‐$
2881268 Non‐Benefited Property ‐$ ‐$
2881293 Non‐Benefited Property ‐$ ‐$
2881349 Non‐Benefited Property ‐$ ‐$
2881401 Non‐Benefited Property ‐$ ‐$
2881402 Non‐Benefited Property ‐$ ‐$
2917981 Non‐Benefited Property ‐$ ‐$
Total 12,444,000.00$ 939,951.99$
Notes:
Improvement Area #1
[a] The Property IDs shown in the Assessment Roll are subject to change based on the
final certified rolls provided by the County prior billing.
[b] Annual Installment due may not match Service Plan or Annual Installment
schedule due to rounding.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 21
EXHIBIT E‐2 – IMPROVEMENT AREA #1 ANNUAL INSTALLMENTS
Principal Interest[a]Principal Interest[b]
2026 197,000.00$ 360,977.50$ 70,000.00$ 190,937.02$ 62,220.00$ 58,818.28$ 939,952.80$
2027 204,000.00$ 354,575.00$ 69,000.00$ 192,217.50$ 60,885.00$ 67,644.65$ 948,322.15$
2028 212,000.00$ 346,925.00$ 73,000.00$ 189,202.20$ 59,520.00$ 68,997.54$ 949,644.74$
2029 220,000.00$ 338,975.00$ 76,000.00$ 186,012.10$ 58,095.00$ 70,377.49$ 949,459.59$
2030 228,000.00$ 330,725.00$ 80,000.00$ 182,690.90$ 56,615.00$ 71,785.04$ 949,815.94$
2031 237,000.00$ 322,175.00$ 84,000.00$ 179,194.90$ 55,075.00$ 73,220.74$ 950,665.64$
2032 247,000.00$ 313,287.50$ 88,000.00$ 175,524.10$ 53,470.00$ 74,685.15$ 951,966.75$
2033 257,000.00$ 303,407.50$ 92,000.00$ 171,678.50$ 51,795.00$ 76,178.86$ 952,059.86$
2034 268,000.00$ 293,127.50$ 97,000.00$ 167,658.10$ 50,050.00$ 77,702.43$ 953,538.03$
2035 279,000.00$ 282,407.50$ 102,000.00$ 163,419.20$ 48,225.00$ 79,256.48$ 954,308.18$
2036 290,000.00$ 271,247.50$ 106,000.00$ 158,961.80$ 46,320.00$ 80,841.61$ 953,370.91$
2037 302,000.00$ 259,647.50$ 113,000.00$ 152,994.00$ 44,340.00$ 82,458.45$ 954,439.95$
2038 315,000.00$ 247,567.50$ 120,000.00$ 146,632.10$ 42,265.00$ 84,107.61$ 955,572.21$
2039 328,000.00$ 234,967.50$ 127,000.00$ 139,876.10$ 40,090.00$ 85,789.77$ 955,723.37$
2040 342,000.00$ 221,847.50$ 135,000.00$ 132,726.00$ 37,815.00$ 87,505.56$ 956,894.06$
2041 356,000.00$ 208,167.50$ 143,000.00$ 125,125.50$ 35,430.00$ 89,255.67$ 956,978.67$
2042 372,000.00$ 193,927.50$ 152,000.00$ 117,074.60$ 32,935.00$ 91,040.79$ 958,977.89$
2043 388,000.00$ 178,117.50$ 161,000.00$ 108,517.00$ 30,315.00$ 92,861.60$ 958,811.10$
2044 405,000.00$ 161,627.50$ 171,000.00$ 99,452.70$ 27,570.00$ 94,718.83$ 959,369.03$
2045 424,000.00$ 144,415.00$ 182,000.00$ 89,825.40$ 24,690.00$ 96,613.21$ 961,543.61$
2046 443,000.00$ 126,395.00$ 193,000.00$ 79,578.80$ 21,660.00$ 98,545.48$ 962,179.28$
2047 463,000.00$ 107,567.50$ 205,000.00$ 68,269.00$ 18,480.00$ 100,516.38$ 962,832.88$
2048 483,000.00$ 87,890.00$ 218,000.00$ 56,256.00$ 15,140.00$ 102,526.71$ 962,812.71$
2049 505,000.00$ 67,362.50$ 232,000.00$ 43,481.20$ 11,635.00$ 104,577.25$ 964,055.95$
2050 528,000.00$ 45,900.00$ 247,000.00$ 29,886.00$ 7,950.00$ 106,668.79$ 965,404.79$
2051 552,000.00$ 23,460.00$ 263,000.00$ 15,411.80$ 4,075.00$ 108,802.17$ 966,748.97$
Total 8,845,000.00$ 5,826,690.00$ 3,599,000.00$ 3,362,602.52$ 996,660.00$ 2,225,496.55$ 24,855,449.07$
Notes:
[a] Interest on the Improvement Area #1 Bonds is calculated at 3.250%, 3.750%, 4.000%, and 4.250% rate for term bonds due 2026, 2031, 2041,
and 2051 respectively.
[b] Interest on the Improvement Area #1 Additional Bonds is calculated at 4.370%, 5.630%, and 5.860% rate for term bonds due 2035, 2045, and
2051 respectively, per the City's Financial Advisor and is subject to change upon final pricing.
[c] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection Costs, reserve fund
requirements, interest earnings, or other available offsets could increase or decrease the amounts shown.
Improvement Area #1 Additional
BondsImprovement Area #1 Initial BondsInstallment
Due 1/31
Total Additional
Interest
Annual Collection
Costs
Total Installment
Due[c]
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 22
EXHIBIT F‐1 – MAJOR IMPROVEMENT AREA ASSESSMENT ROLL
Property ID[a]Lot Type Outstanding
Assessment
Annual Installment Due
1/31/2026[b]
1007216 Major Improvement Area Initial Parcel 475,131.66$ 39,038.53$
2797552 Major Improvement Area Initial Parcel 939,189.31$ 77,167.19$
2797418 Major Improvement Area Initial Parcel 453,839.01$ 37,289.05$
2797551 Major Improvement Area Initial Parcel 642,609.58$ 52,799.12$
2797548 Major Improvement Area Initial Parcel 271,230.44$ 22,285.27$
2881010 Non‐Benefited Property ‐$ ‐$
2881269 Non‐Benefited Property ‐$ ‐$
2,782,000.00$ 228,579.16$
Notes:
Total
[a] The entire Major Improvement Area Initial Parcel is contained within Property IDs 1007216, 2797552,
2797418, 2797551, and 2797548. For billing purposes, the Annual Installment due 1/31/2026 shall be
allocated pro rata based on acreage and are subject to change based on the final certified rolls provided
by the County prior to billing.
[b] Annual Installment due may not match Service Plan or Annual Installment schedule due to rounding.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 23
EXHIBIT F‐2 – MAJOR IMPROVEMENT AREA ANNUAL INSTALLMENTS
Installment Due
1/31 Principal Interest[a]Additional
Interest
Debt Service
Reserve Release
Annual Collection
Costs
Total Installment
Due[b]
2026 61,000.00$ 137,100.00$ 13,910.00$ ‐$ 16,569.17$ 228,579.17$
2027 63,000.00$ 134,355.00$ 13,605.00$ ‐$ 26,080.55$ 237,040.55$
2028 65,000.00$ 131,520.00$ 13,290.00$ ‐$ 26,602.16$ 236,412.16$
2029 68,000.00$ 128,595.00$ 12,965.00$ ‐$ 27,134.21$ 236,694.21$
2030 70,000.00$ 125,535.00$ 12,625.00$ ‐$ 27,676.89$ 235,836.89$
2031 73,000.00$ 122,385.00$ 12,275.00$ ‐$ 28,230.43$ 235,890.43$
2032 76,000.00$ 119,100.00$ 11,910.00$ ‐$ 28,795.04$ 235,805.04$
2033 79,000.00$ 115,300.00$ 11,530.00$ ‐$ 29,370.94$ 235,200.94$
2034 83,000.00$ 111,350.00$ 11,135.00$ ‐$ 29,958.36$ 235,443.36$
2035 86,000.00$ 107,200.00$ 10,720.00$ ‐$ 30,557.53$ 234,477.53$
2036 90,000.00$ 102,900.00$ 10,290.00$ ‐$ 31,168.68$ 234,358.68$
2037 94,000.00$ 98,400.00$ 9,840.00$ ‐$ 31,792.05$ 234,032.05$
2038 98,000.00$ 93,700.00$ 9,370.00$ ‐$ 32,427.89$ 233,497.89$
2039 103,000.00$ 88,800.00$ 8,880.00$ ‐$ 33,076.45$ 233,756.45$
2040 107,000.00$ 83,650.00$ 8,365.00$ ‐$ 33,737.98$ 232,752.98$
2041 112,000.00$ 78,300.00$ 7,830.00$ ‐$ 34,412.74$ 232,542.74$
2042 117,000.00$ 72,700.00$ 7,270.00$ ‐$ 35,100.99$ 232,070.99$
2043 123,000.00$ 66,850.00$ 6,685.00$ ‐$ 35,803.01$ 232,338.01$
2044 129,000.00$ 60,700.00$ 6,070.00$ ‐$ 36,519.07$ 232,289.07$
2045 135,000.00$ 54,250.00$ 5,425.00$ ‐$ 37,249.45$ 231,924.45$
2046 141,000.00$ 47,500.00$ 4,750.00$ ‐$ 37,994.44$ 231,244.44$
2047 147,000.00$ 40,450.00$ 4,045.00$ ‐$ 38,754.33$ 230,249.33$
2048 154,000.00$ 33,100.00$ 3,310.00$ ‐$ 39,529.42$ 229,939.42$
2049 162,000.00$ 25,400.00$ 2,540.00$ ‐$ 40,320.01$ 230,260.01$
2050 169,000.00$ 17,300.00$ 1,730.00$ ‐$ 41,126.41$ 229,156.41$
2051 177,000.00$ 8,850.00$ 885.00$ (198,230.00)$ 41,948.93$ 30,453.93$
Total 2,782,000.00$ 2,205,290.00$ 221,250.00$ (198,230.00)$ 851,937.11$ 5,862,247.11$
Notes:
[a] Interest is calculated at a 4.500% rate for term bonds due 2031, and at a 5.000% rate for term bonds due 2051.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Annual
Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the
amounts shown.
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 24
EXHIBIT G‐1 – MAPS OF IMPROVEMENT AREA #1 IMPROVEMENTS
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 25
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 26
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 27
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 28
EXHIBIT G‐2 – MAPS OF MAJOR IMPROVEMENTS
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 29
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 30
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 31
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 32
EXHIBIT H – MAXIMUM ASSESSMENT AND TAX RATE EQUIVALENT
Per Unit Total Per Unit Total Per Unit Total
Improvement Area #1
Lot Type 1 69 240,000$ 16,560,000$ 23,683$ 1,634,154$ 1,834$ 126,522$ 0.7640$
Lot Type 2 340 273,750$ 93,075,000$ 27,014$ 9,184,717$ 2,092$ 711,111$ 0.7640$
Lot Type 3 18 328,500$ 5,913,000$ 32,417$ 583,500$ 2,510$ 45,176$ 0.7640$
Lot Type 4 72 225,000$ 16,200,000$ 22,203$ 1,598,629$ 1,719$ 123,771$ 0.7640$
Improvement Area #1 Total 499 131,748,000$ 13,001,000$ 1,006,580$
Major Improvement Area Total 412 126,767,250$ 2,896,000$ 233,272$
Total 911 258,515,250$ 15,897,000$ 1,239,852$
Notes:
[a] Estimated Buildout Value as determined at the time the City Council approved the applicable Assessment Ordinance.
Estimated Buildout Value[a]Assessment Average Annual InstallmentLot Type Units PID TRE
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2
2025 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN 33
EXHIBIT I – TIRZ NO. 3 ANNUAL CREDIT AMOUNT BY LOT TYPE
Lot Type
Estimated
Buildout Value
per Unit
Assessment
per Unit
Average Annual
Installment per
Unit
Equivalent
PID Tax Rate
Equivalent
Total Tax
Rate[a]
TIRZ No. 3 Maximum
Annual Credit Amount
per Unit
Net Annual
Installment
per Unit
Net
Equivalent
PID Tax Rate
Net Equivalent
Total Tax Rate[b]
Improvement Area #1
Lot Type 1 (40') 240,000$ 22,669$ 1,741$ 0.7253$ 2.7182$ ‐$ 1,741$ 0.7253$ 2.7182$
Lot Type 2 (50') 273,750$ 25,857$ 1,985$ 0.7253$ 2.7182$ ‐$ 1,985$ 0.7253$ 2.7182$
Lot Type 3 (60') 328,500$ 31,028$ 2,383$ 0.7253$ 2.7182$ ‐$ 2,383$ 0.7253$ 2.7182$
Lot Type 4 (Townhomes) 225,000$ 21,252$ 1,632$ 0.7253$ 2.7182$ ‐$ 1,632$ 0.7253$ 2.7182$
Notes:
[a] Including the following taxing jurisdictions: The City of Anna, Collin County, CCC College, and Anna ISD.
[b] The target tax rate equivalent for Lots within Improvement Area #1 is $0.7786 per $100 of assessed value. Based on the pricing of the Improvement Area #1 Initial Bonds and the preliminary
pricing of the Improvement Area #1 Additional Bonds, the tax rate equivalent is approximately $0.7253 per $100 of assessed value which is less than the target tax rate. Therefore, the TIRZ No. 3
Maximum Annual Credit Amount per Unit for Lots within Improvement Area #1 is calculated at $0.00.
EXHIBIT J – FORM OF NOTICE OF ASSESSMENT TERMINATION
P3Works, LLC
9284 Huntington Square, Suite 100
North Richland Hills, TX 76182
______________________________________________________________________________
[Date]
Collin County Clerk’s Office
Honorable [County Clerk]
Collin County Administration Building
2300 Bloomdale Rd, Suite 2106
McKinney, TX 75071
Re: City of Anna Lien Release documents for filing
Dear Ms./Mr. [County Clerk]
Enclosed is a lien release that the City of Anna is requesting to be filed in your office. Lien
release for [insert legal description]. Recording Numbers: [Plat]. Please forward copies of the
filed documents to my attention:
City of Anna
Attn: City Secretary
101 S Powell Pkwy
Anna, TX 75409
Please contact me if you have any questions or need additional information.
Sincerely,
[Signature]
P3Works, LLC
(817) 393-0353
Admin@P3-Works.com
www.P3-Works.com
AFTER RECORDING RETURN TO:
[City Secretary Name]
101 S Powell Pkwy
Anna, TX 75409
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF COLLIN §
THIS FULL RELEASE OF PUBLIC IMPROVEMENT DISTRICT LIEN (this "Full
Release") is executed and delivered as of the Effective Date by the City of Anna, Texas, a Texas
home rule municipality (the “City”).
RECITALS
WHEREAS, the governing body (hereinafter referred to as the "City Council") of the City,
Texas is authorized by Chapter 372, Texas Local Government Code, as amended (hereinafter
referred to as the "Act"), to create public improvement districts within the corporate limits and the
extraterritorial jurisdiction of the City; and
WHEREAS, on December 8, 2020 the City Council of the City approved Resolution No.
2020-12-839 creating the Sherley Tract Public Improvement District No. 2 (the “District”); and
WHEREAS, the District consists of approximately 289.751 contiguous acres within the
extraterritorial jurisdiction of the City; and
WHEREAS, on ____________, the City Council, approved Ordinance No. __________,
(hereinafter referred to as the "Assessment Ordinance") approving a service and assessment plan and
assessment roll for the real property located with the District, the Assessment Ordinance being
recorded on _____________, as Instrument No. ________ in the Official Public Records of Collin
County, TX; and
WHEREAS, the Assessment Ordinance imposed an assessment in the amount of [amount]
(hereinafter referred to as the "Lien Amount") and further imposed a lien to secure the payment of
the Lien Amount (the “Lien”) against the following property located within the District, to wit:
[legal description], an addition to the City of [City], [County], Texas, according to
the map or plat thereof recorded as Instrument No. ________ in the Map Records of
Collin County, Texas (the "Property");
and
WHEREAS, the Lien Amount has been paid in full.
RELEASE
NOW THEREFORE, for and in consideration of the full payment of the Lien Amount, the
City/County hereby releases and discharges, and by these presents does hereby release and discharge,
the Lien to the extent that is affects and encumbers the Property.
EXECUTED to be EFFECTIVE this the _____ day of _________, 20__.
CITY OF ANNA, TEXAS,
A Texas home rule municipality,
By: _______________________________
[Manager Name], City Manager
ATTEST:
_______________________________
[Secretary Name], City Secretary
STATE OF TEXAS §
§
COUNTY OF COLLIN §
This instrument was acknowledged before me on the ____ day of ________, 20__, by [City
Manager], City Manager for the City of Anna, Texas, a Texas home rule municipality, on behalf of
said municipality.
_______________________________
Notary Public, State of Texas
EXHIBIT K‐1 – DEBT SERVICE SCHEDULE FOR THE IMPROVEMENT AREA #1
INITIAL BONDS
EXHIBIT K‐2 – DEBT SERVICE SCHEDULE FOR IMPROVEMENT AREA #1
ADDITIONAL BONDS
[To Be Provided at Bond Pricing.]
EXHIBIT K‐3 – DEBT SERVICE SCHEDULE FOR THE MAJOR IMPROVEMENT AREA
BONDS
EXHIBIT L‐1 – DISTRICT LEGAL DESCRIPTION
EXHIBIT L‐2 – IMPROVEMENT AREA #1 LEGAL DESCRIPTION
TRACT 1 (65.070 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE
SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY,
ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN
INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS
(O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC
BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC
RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.;
THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325
TRACT;
N 89° 17' 48" E, 110.00 FEET;
N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32°
59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07
FEET;
N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00°
30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44
FEET;
N 57° 43' 11" W, 162.85 FEET;
S 32° 16' 50" W, 605.17 FEET;
THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS
AND DISTANCES:
N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22°
45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04
FEET;
N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44°
28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66
FEET;
S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01°
11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21
FEET;
S 31° 32' 06" W, 43.31 FEET;
S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE S 89° 05' 29" W, 95.27 FEET;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE
FOLLOWING BEARINGS AND DISTANCES:
N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01°
11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07°
05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31
FEET;
S 89° 05' 29" W, 1,229.11 FEET;
N 45° 54' 31" W, 42.43 FEET;
N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12°
07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47
FEET;
N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07°
14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02
FEET;
N 20° 08' 12" E, 50.00 FEET;
N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27°
42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77
FEET;
N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02°
28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75
FEET;
N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01°
24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00
FEET;
N 83° 35' 40" E, 67.70 FEET;
S 87° 45' 57" E, 468.26 FEET;
S 87° 55' 48" E, 10.60 FEET;
N 01° 44' 03" E, 20.00 FEET;
S 88° 15' 57" E, 50.00 FEET;
S 01° 44' 03" W, 23.48 FEET;
N 89° 15' 16" E, 160.00 FEET;
N 84° 17' 59" E, 91.31 FEET;
N 81° 10' 42" E, 54.72 FEET;
N 75° 20' 06" E, 60.71 FEET;
N 70° 47' 30" E, 41.34 FEET;
N 66° 36' 18" E, 49.56 FEET;
N 61° 16' 50" E, 59.24 FEET;
N 56° 58' 45" E, 50.71 FEET;
N 55° 47' 22" E, 49.81 FEET;
N 58° 06' 52" E, 47.94 FEET;
N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01°
34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02°
17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85
FEET;
N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24°
08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90
FEET;
S 54° 25' 35" E, 89.54 FEET;
N 24° 51' 49" E, 70.52 FEET;
S 64° 05' 47" E, 100.01 FEET;
S 65° 13' 30" E, 75.00 FEET;
N 69° 45' 54" E, 42.43 FEET;
N 24° 45' 54" E, 22.77 FEET;
S 65° 14' 06" E, 120.00 FEET;
S 24° 45' 54" W, 23.65 FEET;
S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05°
31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43
FEET;
N 24° 45' 54" E, 31.64 FEET;
S 58° 13' 31" E, 50.38 FEET;
S 24° 45' 54" W, 33.83 FEET;
S 55° 20' 20" E, 104.47 FEET;
S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET,
AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE
RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07°
37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88
FEET;
S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET,
AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF A CURVE TO THE
LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05°
17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48' 59" E, 71.18
FEET;
N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03°
06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11°
26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26
FEET;
S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12°
23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40
FEET;
S 01° 59' 25" E, 283.25 FEET;
THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET
OR 65.070 ACRES MORE OR LESS;
TRACT 2 (44.332 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE
SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY,
ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN
INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS
(O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN
INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND
BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT;
THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA
325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 89° 47' 13" E, 602.59 FEET;
N 88° 59' 00" E, 461.54 FEET;
THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES:
S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31°
31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49
FEET;
S 24° 45' 54" W, 220.34 FEET;
S 24° 45' 54" W, 22.77 FEET;
S 69° 45' 54" W, 42.43 FEET;
N 65° 13' 30" W, 75.00 FEET;
N 64° 05' 47" W, 100.01 FEET;
S 24° 51' 49" W, 70.52 FEET;
N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24°
08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90
FEET;
S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02°
17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85
FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01°
34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90
FEET;
S 57° 16' 20" W, 66.93 FEET;
S 58° 06' 52" W, 47.94 FEET;
S 55° 47' 22" W, 49.81 FEET;
S 56° 58' 45" W, 50.71 FEET;
S 61° 16' 50" W, 59.24 FEET;
S 66° 36' 18" W, 49.56 FEET;
S 70° 47' 30" W, 41.34 FEET;
S 75° 20' 06" W, 60.71 FEET;
S 81° 10' 42" W, 54.72 FEET;
S 84° 17' 59" W, 91.31 FEET;
S 89° 15' 16" W, 160.00 FEET;
N 01° 44' 03" E, 23.48 FEET;
N 01° 44' 03" E, 104.07 FEET;
S 88° 15' 57" E, 10.50 FEET;
N 01° 44' 03" E, 50.00 FEET;
N 88° 15' 57" W, 109.33 FEET;
N 01° 44' 03" E, 130.00 FEET;
N 00° 53' 08" E, 401.03 FEET;
N 68° 31' 37" E, 311.47 FEET;
N 27° 44' 36" E, 271.58 FEET;
N 78° 55' 21" E, 359.52 FEET;
N 89° 19' 48" E, 60.00 FEET;
N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING;
THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR
44.332 ACRES MORE OR LESS
EXHIBIT L‐3 – MAJOR IMPROVEMENT AREA LEGAL DESCRIPTION
Save and except:
TRACT 1 (65.070 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE
SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY,
ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN
INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS
(O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER OF SAID TRACT OF LAND TO MM ANNA 325, LLC
BEING IN THE NORTH LINE OF THAT TRACT OF LAND DESCRIBED BY DEED TO CADG HURRICANE CREEK, LLC
RECORDED IN INSTRUMENT NUMBER 201505290000631020 OF SAID O.P.R.C.C.T.;
THENCE N 00° 42' 12" W, 287.34 FEET WITH THE COMMON LINE OF SAID CADG TRACT AND SAID MM ANNA 325
TRACT;
N 89° 17' 48" E, 110.00 FEET;
N 00° 42' 12" W, 31.43 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 302.23 FEET, THROUGH A CENTRAL ANGLE OF 32°
59' 01", HAVING A RADIUS OF 525.00 FEET, AND A LONG CHORD WHICH BEARS N 15° 47' 19" E, 298.07
FEET;
N 32° 16' 49" E, 45.65 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 7.44 FEET, THROUGH A CENTRAL ANGLE OF 00°
30' 48", HAVING A RADIUS OF 830.00 FEET, AND A LONG CHORD WHICH BEARS N 57° 58' 35" W, 7.44
FEET;
N 57° 43' 11" W, 162.85 FEET;
S 32° 16' 50" W, 605.17 FEET;
THENCE S 88° 18' 50" W, 111.81 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING BEARINGS
AND DISTANCES:
N 45° 08' 58" W, 366.07 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 520.46 FEET, THROUGH A CENTRAL ANGLE OF 22°
45' 50", HAVING A RADIUS OF 1309.97 FEET, AND A LONG CHORD WHICH BEARS N 40° 23' 55" E, 517.04
FEET;
N 60° 58' 59" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 923.67 FEET, THROUGH A CENTRAL ANGLE OF 44°
28' 21", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 51° 15' 12" W, 900.66
FEET;
S 16° 30' 37" E, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.21 FEET, THROUGH A CENTRAL ANGLE OF 01°
11' 24", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 74° 05' 05" W, 27.21
FEET;
S 31° 32' 06" W, 43.31 FEET;
S 12° 15' 52" E, 4.77 FEET TO THE NORTH LINE OF SAID CADG TRACT;
THENCE S 89° 05' 29" W, 95.27 FEET;
THENCE DEPARTING SAID NORTH LINE OVER AND ACROSS SAID TRACT OF LAND TO MM ANNA 325, LLC THE
FOLLOWING BEARINGS AND DISTANCES:
N 56° 03' 28" W, 23.94 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 27.22 FEET, THROUGH A CENTRAL ANGLE OF 01°
11' 26", HAVING A RADIUS OF 1310.00 FEET, AND A LONG CHORD WHICH BEARS S 81° 23' 55" W, 27.22
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 08° 00' 22" W, 120.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 147.41 FEET, THROUGH A CENTRAL ANGLE OF 07°
05' 51", HAVING A RADIUS OF 1190.00 FEET, AND A LONG CHORD WHICH BEARS S 85° 32' 34" W, 147.31
FEET;
S 89° 05' 29" W, 1,229.11 FEET;
N 45° 54' 31" W, 42.43 FEET;
N 00° 54' 31" W, 48.75 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 139.73 FEET, THROUGH A CENTRAL ANGLE OF 12°
07' 49", HAVING A RADIUS OF 660.00 FEET, AND A LONG CHORD WHICH BEARS N 05° 09' 24" E, 139.47
FEET;
N 11° 13' 18" E, 45.96 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 101.09 FEET, THROUGH A CENTRAL ANGLE OF 07°
14' 23", HAVING A RADIUS OF 800.00 FEET, AND A LONG CHORD WHICH BEARS N 14° 50' 30" E, 101.02
FEET;
N 20° 08' 12" E, 50.00 FEET;
N 21° 08' 00" E, 138.53 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 304.73 FEET, THROUGH A CENTRAL ANGLE OF 27°
42' 51", HAVING A RADIUS OF 630.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 16' 34" E, 301.77
FEET;
N 83° 25' 09" E, 130.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.75 FEET, THROUGH A CENTRAL ANGLE OF 02°
28' 08", HAVING A RADIUS OF 760.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 48' 55" W, 32.75
FEET;
N 80° 57' 01" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 20.00 FEET, THROUGH A CENTRAL ANGLE OF 01°
24' 53", HAVING A RADIUS OF 810.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 20' 32" E, 20.00
FEET;
N 83° 35' 40" E, 67.70 FEET;
S 87° 45' 57" E, 468.26 FEET;
S 87° 55' 48" E, 10.60 FEET;
N 01° 44' 03" E, 20.00 FEET;
S 88° 15' 57" E, 50.00 FEET;
S 01° 44' 03" W, 23.48 FEET;
N 89° 15' 16" E, 160.00 FEET;
N 84° 17' 59" E, 91.31 FEET;
N 81° 10' 42" E, 54.72 FEET;
N 75° 20' 06" E, 60.71 FEET;
N 70° 47' 30" E, 41.34 FEET;
N 66° 36' 18" E, 49.56 FEET;
N 61° 16' 50" E, 59.24 FEET;
N 56° 58' 45" E, 50.71 FEET;
N 55° 47' 22" E, 49.81 FEET;
N 58° 06' 52" E, 47.94 FEET;
N 57° 16' 20" E, 66.93 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01°
34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS N 28° 47' 28" W, 32.90
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 61° 59' 39" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02°
17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS S 29° 08' 53" E, 45.85
FEET;
N 59° 42' 35" E, 120.15 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24°
08' 52", HAVING A RADIUS OF 1,030.00 FEET, AND A LONG CHORD WHICH BEARS S 42° 21' 09" E, 430.90
FEET;
S 54° 25' 35" E, 89.54 FEET;
N 24° 51' 49" E, 70.52 FEET;
S 64° 05' 47" E, 100.01 FEET;
S 65° 13' 30" E, 75.00 FEET;
N 69° 45' 54" E, 42.43 FEET;
N 24° 45' 54" E, 22.77 FEET;
S 65° 14' 06" E, 120.00 FEET;
S 24° 45' 54" W, 23.65 FEET;
S 19° 10' 53" E, 43.20 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 96.46 FEET, THROUGH A CENTRAL ANGLE OF 05°
31' 37", HAVING A RADIUS OF 1000.00 FEET, AND A LONG CHORD WHICH BEARS S 59° 58' 35" E, 96.43
FEET;
N 24° 45' 54" E, 31.64 FEET;
S 58° 13' 31" E, 50.38 FEET;
S 24° 45' 54" W, 33.83 FEET;
S 55° 20' 20" E, 104.47 FEET;
S 57° 43' 11" E, 272.85 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 33° 03' 57", 444.37 FEET HAVING A RADIUS OF 770.00 FEET,
AND A LONG CHORD WHICH BEARS S 74° 15' 09" E, 438.23 FEET TO THE BEGINNING OF A CURVE TO THE
RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 49.91 FEET, THROUGH A CENTRAL ANGLE OF 07°
37' 35", HAVING A RADIUS OF 375.00 FEET, AND A LONG CHORD WHICH BEARS N 07° 38' 20" E, 49.88
FEET;
S 78° 32' 52" E, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, THROUGH 06° 37' 24", 37.57 FEET HAVING A RADIUS OF 325.00 FEET,
AND A LONG CHORD WHICH BEARS S 08° 08' 26" W, 37.55 FEET TO THE BEGINNING OF A CURVE TO THE
LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 71.20 FEET, THROUGH A CENTRAL ANGLE OF 05°
17' 53", HAVING A RADIUS OF 770.00 FEET, AND A LONG CHORD WHICH BEARS N 82° 48' 59" E, 71.18
FEET;
N 80° 10' 03" E, 330.53 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 56.36 FEET, THROUGH A CENTRAL ANGLE OF 03°
06' 19", HAVING A RADIUS OF 1,040.00 FEET, AND A LONG CHORD WHICH BEARS N 04° 30' 13" W, 56.36
FEET TO A POINT OF INTERSECTION WITH A NON‐TANGENTIAL LINE.
N 87° 02' 56" E, 80.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 191.58 FEET, THROUGH A CENTRAL ANGLE OF 11°
26' 03", HAVING A RADIUS OF 960.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 40' 05" E, 191.26
FEET;
S 14° 23' 07" E, 121.17 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 100.60 FEET, THROUGH A CENTRAL ANGLE OF 12°
23' 42", HAVING A RADIUS OF 465.00 FEET, AND A LONG CHORD WHICH BEARS S 08° 11' 16" E, 100.40
FEET;
S 01° 59' 25" E, 283.25 FEET;
THENCE S 89° 04' 42" W, 1264.39 FEET TO THE POINT OF BEGINNING AND CONTAINING 2,834,457 SQUARE FEET
OR 65.070 ACRES MORE OR LESS;
TRACT 2 (44.332 ACRES)
BEING THAT CERTAIN TRACT OF LAND SITUATED IN THE J. KINCADE SURVEY, ABSTRACT NUMBER 509, THE J. BOYLE
SURVEY, ABSTRACT NUMBER 105, THE J. ROBERTS SURVEY, ABSTRACT NUMBER 760, THE J. ELLET SURVEY,
ABSTRACT NUMBER 296, AND THE W. RATTAN SURVEY, ABSTRACT NUMBER 752, COLLIN COUNTY, TEXAS, BEING A
PORTION OF THAT TRACT OF LAND DESCRIBED IN DEED TO MM ANNA 325, LLC TRACT 1 RECORDED IN
INSTRUMENT NUMBER 20190411000386110 OF THE OFFICIAL PUBLIC RECORDS OF COLLIN COUNTY, TEXAS
(O.P.R.C.C.T.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST SOUTHERLY SOUTHWEST CORNER IN PLAT TO URBAN CROSSING RECORDED IN
INSTURMENT NUMBER 20131227010003710 OF THE PLAT RECORDS OF COLLIN COUNTY, TEXAS (P.R.C.C.T.) AND
BEING IN THE NORTH LINE OF SAID MM ANNA 325 TRACT;
THENCE FOLLOWING THE SOUTH LINE OF SAID URBAN CROSSING TRACT AND THE NORTH LINE OF SAID MM ANNA
325 TRACT THE FOLLOWING BEARINGS AND DISTANCES:
S 89° 47' 13" E, 602.59 FEET;
N 88° 59' 00" E, 461.54 FEET;
THENCE DEPARTING SAID COMMON LINE OVER AND ACROSS SAID MM ANNA 325 TRACT THE FOLLOWING
BEARINGS AND DISTANCES:
S 01° 10' 22" E, 231.65 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 1,023.35 FEET, THROUGH A CENTRAL ANGLE OF 31°
31' 24", HAVING A RADIUS OF 1860.00 FEET, AND A LONG CHORD WHICH BEARS S 40° 31' 36" W, 1010.49
FEET;
S 24° 45' 54" W, 220.34 FEET;
S 24° 45' 54" W, 22.77 FEET;
S 69° 45' 54" W, 42.43 FEET;
N 65° 13' 30" W, 75.00 FEET;
N 64° 05' 47" W, 100.01 FEET;
S 24° 51' 49" W, 70.52 FEET;
N 54° 25' 35" W , 89.54 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 434.10 FEET, THROUGH A CENTRAL ANGLE OF 24°
08' 52", HAVING A RADIUS OF 1030.00 FEET, AND A LONG CHORD WHICH BEARS N 42° 21' 09" W, 430.90
FEET;
S 59° 42' 35" W, 120.15 FEET TO THE BEGINNING OF A CURVFE TO THE RIGHT;
WITH SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 45.85 FEET, THROUGH A CENTRAL ANGLE OF 02°
17' 04", HAVING A RADIUS OF 1150.00 FEET, AND A LONG CHORD WHICH BEARS N 29° 08' 53" W, 45.85
FEET;
S 61° 59' 39" W, 50.00 FEET TO THE BEGINNING OF A CURVE TO THE LEFT;
WITH SAID CURVE TO THE LEFT, AN ARC DISTANCE OF 32.90 FEET, THROUGH A CENTRAL ANGLE OF 01°
34' 15", HAVING A RADIUS OF 1200.00 FEET, AND A LONG CHORD WHICH BEARS S 28° 47' 28" E, 32.90
FEET;
S 57° 16' 20" W, 66.93 FEET;
S 58° 06' 52" W, 47.94 FEET;
S 55° 47' 22" W, 49.81 FEET;
S 56° 58' 45" W, 50.71 FEET;
S 61° 16' 50" W, 59.24 FEET;
S 66° 36' 18" W, 49.56 FEET;
S 70° 47' 30" W, 41.34 FEET;
S 75° 20' 06" W, 60.71 FEET;
S 81° 10' 42" W, 54.72 FEET;
S 84° 17' 59" W, 91.31 FEET;
S 89° 15' 16" W, 160.00 FEET;
N 01° 44' 03" E, 23.48 FEET;
N 01° 44' 03" E, 104.07 FEET;
S 88° 15' 57" E, 10.50 FEET;
N 01° 44' 03" E, 50.00 FEET;
N 88° 15' 57" W, 109.33 FEET;
N 01° 44' 03" E, 130.00 FEET;
N 00° 53' 08" E, 401.03 FEET;
N 68° 31' 37" E, 311.47 FEET;
N 27° 44' 36" E, 271.58 FEET;
N 78° 55' 21" E, 359.52 FEET;
N 89° 19' 48" E, 60.00 FEET;
N 89° 19' 48" E, 369.75 FEET TO THE WEST LINE OF SAID URBAN CROSSING;
THENCE S 00° 05' 05" E, 5.70 FEET TO THE POINT OF BEGINNING AND CONTAINING 1,931,085 SQUARE FEET OR
44.332 ACRES MORE OR LESS
APPENDIX A – ENGINEER’S REPORT
[Remainder of page left intentionally blank.]
FRISCO OFFICE
11000 Frisco St.
Suite 400
Frisco, Texas 75033
469.213.1800
TBPLS 10194468
May 19, 2021
Engineer’s Report Sherley Tract PID #2
The Villages of Hurricane Creek - North
SW Corner of US 75 & Rosamond Parkway
City of Anna/Anna ETJ
Introduction: The Sherley Tract PID #2 (Villages of Hurricane Creek – North) is a mixed-
use development consisting of approximately 911 single-family residential lots (992 total
units), 530 multi-family units, 27.8 acres of commercial, and an estimated 38.8 acres of
dedicated open space as depicted on Exhibit A. The parcel is located at the southwest
corner of US Highway 75 and future Rosamond Parkway; it is directly north of the existing
Hurricane Creek project. This Engineer’s Report includes the documents requested by
the City of Anna for the formation of the Public Improvement District (PID) and the
issuance of bonds by the City. Bonds are anticipated to be used to finance public
infrastructure projects vital for the development within the PID.
Development Costs: An Engineer’s Opinion of Probable Cost has been prepared for all
on-site and off-site infrastructure (Exhibit B).
Development Improvements: Development Improvements have been classified as
Master Infrastructure, PID Improvements, and Private Costs. Master Improvements and
PID Improvement items will be included in the PID.
PID Improvements for Improvement Area #1 (Phase 1 of the development) are shown
on Exhibits C through G; Master Improvements are shown on Exhibits H through J.
Development Schedule: Entitlements are in place for the project; Phase 1 construction
plans are under review by the City. We anticipate starting construction of the utilities to
serve IA #1 in July 2021 with final acceptance in February 2022.
APPENDIX B – BUYER DISCLOSURES
Forms of the buyer disclosures for the following Lot Types are found in this appendix:
Improvement Area #1
Lot Type 1
Lot Type 2
Lot Type 3
Lot Type 4
Major Improvement Area
Major Improvement Area Initial Parcel
[Remainder of page left intentionally blank.]
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 BUYER DISCLOSURE
IMPROVEMENT AREA #1 – LOT TYPE 1
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING11 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 1 PRINCIPAL ASSESSMENT: $22,668.73
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within Sherley Tract Public Improvement District No. 2 (the "District") created under
Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]22
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]33
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – IMPROVEMENT AREA #1 LOT TYPE 1
Principal Interest[a]Principal Interest[b]
2026 358.87$ 657.58$ 127.52$ 347.82$ 113.34$ 107.15$ 1,712.27$
2027 371.62$ 645.91$ 125.69$ 350.15$ 110.91$ 123.23$ 1,727.52$
2028 386.19$ 631.98$ 132.98$ 344.66$ 108.43$ 125.69$ 1,729.93$
2029 400.77$ 617.50$ 138.45$ 338.85$ 105.83$ 128.20$ 1,729.59$
2030 415.34$ 602.47$ 145.73$ 332.80$ 103.13$ 130.77$ 1,730.24$
2031 431.73$ 586.89$ 153.02$ 326.43$ 100.33$ 133.38$ 1,731.79$
2032 449.95$ 570.70$ 160.31$ 319.75$ 97.40$ 136.05$ 1,734.16$
2033 468.17$ 552.71$ 167.59$ 312.74$ 94.35$ 138.77$ 1,734.33$
2034 488.20$ 533.98$ 176.70$ 305.42$ 91.17$ 141.55$ 1,737.02$
2035 508.24$ 514.45$ 185.81$ 297.69$ 87.85$ 144.38$ 1,738.42$
2036 528.28$ 494.12$ 193.10$ 289.57$ 84.38$ 147.27$ 1,736.72$
2037 550.14$ 472.99$ 205.85$ 278.70$ 80.77$ 150.21$ 1,738.66$
2038 573.82$ 450.98$ 218.60$ 267.11$ 76.99$ 153.22$ 1,740.73$
2039 597.50$ 428.03$ 231.35$ 254.81$ 73.03$ 156.28$ 1,741.00$
2040 623.01$ 404.13$ 245.92$ 241.78$ 68.89$ 159.41$ 1,743.14$
2041 648.51$ 379.21$ 260.50$ 227.94$ 64.54$ 162.59$ 1,743.29$
2042 677.66$ 353.27$ 276.89$ 213.27$ 60.00$ 165.85$ 1,746.93$
2043 706.80$ 324.47$ 293.29$ 197.68$ 55.22$ 169.16$ 1,746.63$
2044 737.77$ 294.43$ 311.50$ 181.17$ 50.22$ 172.55$ 1,747.64$
2045 772.38$ 263.07$ 331.54$ 163.63$ 44.98$ 176.00$ 1,751.61$
2046 807.00$ 230.25$ 351.58$ 144.97$ 39.46$ 179.52$ 1,752.76$
2047 843.43$ 195.95$ 373.44$ 124.36$ 33.66$ 183.11$ 1,753.95$
2048 879.86$ 160.11$ 397.12$ 102.48$ 27.58$ 186.77$ 1,753.92$
2049 919.94$ 122.71$ 422.63$ 79.21$ 21.20$ 190.50$ 1,756.18$
2050 961.84$ 83.61$ 449.95$ 54.44$ 14.48$ 194.31$ 1,758.64$
2051 1,005.56$ 42.74$ 479.10$ 28.08$ 7.42$ 198.20$ 1,761.09$
Total 16,112.58$ 10,614.25$ 6,556.15$ 6,125.52$ 1,815.58$ 4,054.10$ 45,278.17$
Notes:
[a] Interest on the Improvement Area #1 Bonds is calculated at 3.250%, 3.750%, 4.000%, and 4.250% rate for term bonds
due 2026, 2031, 2041, and 2051 respectively.
[b] Interest on the Improvement Area #1 Additional Bonds is calculated at 4.370%, 5.630%, and 5.860% rate for term bonds
due 2035, 2045, and 2051 respectively, per the City's Financial Advisor and is subject to change upon final pricing.
[c] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in
Collection Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the
amounts shown.
IA#1 Initial Bonds IA#1 Additional Bonds Annual
Collection
Costs
Total
Installment
Due[c]
Installment
Due 1/31
Total
Additional
Interest
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 BUYER DISCLOSURE
IMPROVEMENT AREA #1 – LOT TYPE 2
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 2 PRINCIPAL ASSESSMENT: $25,856.52
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within Sherley Tract Public Improvement District No. 2 (the "District") created under
Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – IMPROVEMENT AREA #1 LOT TYPE 2
Principal Interest[a]Principal Interest[b]
2026 409.33$ 750.05$ 145.45$ 396.73$ 129.28$ 122.21$ 1,953.06$
2027 423.88$ 736.75$ 143.37$ 399.40$ 126.51$ 140.55$ 1,970.45$
2028 440.50$ 720.85$ 151.68$ 393.13$ 123.67$ 143.37$ 1,973.20$
2029 457.12$ 704.33$ 157.92$ 386.50$ 120.71$ 146.23$ 1,972.82$
2030 473.75$ 687.19$ 166.23$ 379.60$ 117.64$ 149.16$ 1,973.56$
2031 492.45$ 669.43$ 174.54$ 372.34$ 114.44$ 152.14$ 1,975.32$
2032 513.22$ 650.96$ 182.85$ 364.71$ 111.10$ 155.18$ 1,978.03$
2033 534.00$ 630.43$ 191.16$ 356.72$ 107.62$ 158.29$ 1,978.22$
2034 556.86$ 609.07$ 201.55$ 348.37$ 104.00$ 161.45$ 1,981.29$
2035 579.71$ 586.79$ 211.94$ 339.56$ 100.20$ 164.68$ 1,982.89$
2036 602.57$ 563.61$ 220.25$ 330.30$ 96.25$ 167.98$ 1,980.94$
2037 627.50$ 539.50$ 234.79$ 317.90$ 92.13$ 171.33$ 1,983.16$
2038 654.52$ 514.40$ 249.34$ 304.68$ 87.82$ 174.76$ 1,985.52$
2039 681.53$ 488.22$ 263.88$ 290.64$ 83.30$ 178.26$ 1,985.83$
2040 710.62$ 460.96$ 280.51$ 275.78$ 78.57$ 181.82$ 1,988.26$
2041 739.71$ 432.54$ 297.13$ 259.99$ 73.62$ 185.46$ 1,988.44$
2042 772.95$ 402.95$ 315.83$ 243.26$ 68.43$ 189.17$ 1,992.59$
2043 806.20$ 370.10$ 334.53$ 225.48$ 62.99$ 192.95$ 1,992.25$
2044 841.52$ 335.83$ 355.31$ 206.65$ 57.29$ 196.81$ 1,993.41$
2045 881.00$ 300.07$ 378.17$ 186.64$ 51.30$ 200.75$ 1,997.92$
2046 920.48$ 262.63$ 401.02$ 165.35$ 45.01$ 204.76$ 1,999.25$
2047 962.04$ 223.51$ 425.96$ 141.85$ 38.40$ 208.86$ 2,000.60$
2048 1,003.59$ 182.62$ 452.97$ 116.89$ 31.46$ 213.03$ 2,000.56$
2049 1,049.30$ 139.97$ 482.06$ 90.35$ 24.18$ 217.29$ 2,003.14$
2050 1,097.09$ 95.37$ 513.22$ 62.10$ 16.52$ 221.64$ 2,005.95$
2051 1,146.96$ 48.75$ 546.47$ 32.02$ 8.47$ 226.07$ 2,008.74$
Total 18,378.41$ 12,106.87$ 7,478.11$ 6,986.92$ 2,070.89$ 4,624.20$ 51,645.41$
Notes:
[a] Interest on the Improvement Area #1 Bonds is calculated at 3.250%, 3.750%, 4.000%, and 4.250% rate for term bonds due
2026, 2031, 2041, and 2051 respectively.
[b] Interest on the Improvement Area #1 Additional Bonds is calculated at 4.370%, 5.630%, and 5.860% rate for term bonds due
2035, 2045, and 2051 respectively, per the City's Financial Advisor and is subject to change upon final pricing.
[c] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection
Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown.
Installment
Due 1/31
Annual
Collection
Costs
Total
Installment
Due[c]
IA#1 Initial Bonds IA#1 Additional Bonds Total
Additional
Interest
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 BUYER DISCLOSURE
IMPROVEMENT AREA #1 – LOT TYPE 3
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 3 PRINCIPAL ASSESSMENT: $31,027.83
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within Sherley Tract Public Improvement District No. 2 (the "District") created under
Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – IMPROVEMENT AREA #1 LOT TYPE 3
Principal Interest[a]Principal Interest[b]
2026 491.20$ 900.06$ 174.54$ 476.08$ 155.14$ 146.66$ 2,343.68$
2027 508.65$ 884.10$ 172.04$ 479.27$ 151.81$ 168.66$ 2,364.54$
2028 528.60$ 865.02$ 182.02$ 471.76$ 148.41$ 172.04$ 2,367.84$
2029 548.55$ 845.20$ 189.50$ 463.80$ 144.85$ 175.48$ 2,367.38$
2030 568.49$ 824.63$ 199.47$ 455.52$ 141.16$ 178.99$ 2,368.27$
2031 590.93$ 803.31$ 209.45$ 446.80$ 137.32$ 182.57$ 2,370.39$
2032 615.87$ 781.15$ 219.42$ 437.65$ 133.32$ 186.22$ 2,373.63$
2033 640.80$ 756.52$ 229.39$ 428.06$ 129.15$ 189.94$ 2,373.86$
2034 668.23$ 730.88$ 241.86$ 418.04$ 124.79$ 193.74$ 2,377.55$
2035 695.66$ 704.15$ 254.33$ 407.47$ 120.24$ 197.62$ 2,379.47$
2036 723.08$ 676.33$ 264.30$ 396.35$ 115.49$ 201.57$ 2,377.13$
2037 753.01$ 647.40$ 281.75$ 381.47$ 110.56$ 205.60$ 2,379.80$
2038 785.42$ 617.28$ 299.21$ 365.61$ 105.38$ 209.71$ 2,382.62$
2039 817.83$ 585.87$ 316.66$ 348.77$ 99.96$ 213.91$ 2,383.00$
2040 852.74$ 553.15$ 336.61$ 330.94$ 94.29$ 218.19$ 2,385.92$
2041 887.65$ 519.04$ 356.56$ 311.99$ 88.34$ 222.55$ 2,386.13$
2042 927.54$ 483.54$ 379.00$ 291.91$ 82.12$ 227.00$ 2,391.11$
2043 967.44$ 444.12$ 401.44$ 270.58$ 75.59$ 231.54$ 2,390.70$
2044 1,009.83$ 403.00$ 426.37$ 247.98$ 68.74$ 236.17$ 2,392.09$
2045 1,057.20$ 360.08$ 453.80$ 223.97$ 61.56$ 240.90$ 2,397.51$
2046 1,104.57$ 315.15$ 481.23$ 198.42$ 54.01$ 245.71$ 2,399.09$
2047 1,154.44$ 268.21$ 511.15$ 170.22$ 46.08$ 250.63$ 2,400.72$
2048 1,204.31$ 219.14$ 543.56$ 140.27$ 37.75$ 255.64$ 2,400.67$
2049 1,259.17$ 167.96$ 578.47$ 108.42$ 29.01$ 260.75$ 2,403.77$
2050 1,316.51$ 114.45$ 615.87$ 74.52$ 19.82$ 265.97$ 2,407.14$
2051 1,376.35$ 58.50$ 655.76$ 38.43$ 10.16$ 271.29$ 2,410.49$
Total 22,054.09$ 14,528.25$ 8,973.73$ 8,384.30$ 2,485.07$ 5,549.05$ 61,974.49$
Notes:
[a] Interest on the Improvement Area #1 Bonds is calculated at 3.250%, 3.750%, 4.000%, and 4.250% rate for term bonds due
2026, 2031, 2041, and 2051 respectively.
[b] Interest on the Improvement Area #1 Additional Bonds is calculated at 4.370%, 5.630%, and 5.860% rate for term bonds due
2035, 2045, and 2051 respectively, per the City's Financial Advisor and is subject to change upon final pricing.
[c] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection
Costs, reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown.
Installment
Due 1/31
Annual
Collection Costs
Total
Additional
Interest
Total
Installment
Due[c]
IA#1 Additional BondsIA#1 Initial Bonds
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 BUYER DISCLOSURE
IMPROVEMENT AREA #1 – LOT TYPE 4
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
IMPROVEMENT AREA #1 LOT TYPE 4 PRINCIPAL ASSESSMENT: $21,251.94
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within Sherley Tract Public Improvement District No. 2 (the "District") created under
Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – IMPROVEMENT AREA #1 LOT TYPE 4
Principal Interest[a]Principal Interest[b]
2026 336.44$ 616.48$ 119.55$ 326.08$ 106.26$ 100.45$ 1,605.26$
2027 348.39$ 605.55$ 117.84$ 328.27$ 103.98$ 115.52$ 1,619.55$
2028 362.05$ 592.48$ 124.67$ 323.12$ 101.65$ 117.83$ 1,621.81$
2029 375.72$ 578.90$ 129.79$ 317.67$ 99.21$ 120.19$ 1,621.49$
2030 389.38$ 564.81$ 136.62$ 312.00$ 96.69$ 122.59$ 1,622.10$
2031 404.75$ 550.21$ 143.46$ 306.03$ 94.06$ 125.05$ 1,623.55$
2032 421.83$ 535.03$ 150.29$ 299.76$ 91.32$ 127.55$ 1,625.77$
2033 438.91$ 518.16$ 157.12$ 293.19$ 88.46$ 130.10$ 1,625.93$
2034 457.69$ 500.60$ 165.66$ 286.33$ 85.48$ 132.70$ 1,628.46$
2035 476.48$ 482.30$ 174.20$ 279.09$ 82.36$ 135.35$ 1,629.77$
2036 495.26$ 463.24$ 181.03$ 271.48$ 79.11$ 138.06$ 1,628.17$
2037 515.76$ 443.43$ 192.98$ 261.28$ 75.72$ 140.82$ 1,630.00$
2038 537.96$ 422.80$ 204.94$ 250.42$ 72.18$ 143.64$ 1,631.93$
2039 560.16$ 401.28$ 216.89$ 238.88$ 68.47$ 146.51$ 1,632.19$
2040 584.07$ 378.87$ 230.55$ 226.67$ 64.58$ 149.44$ 1,634.19$
2041 607.98$ 355.51$ 244.22$ 213.69$ 60.51$ 152.43$ 1,634.33$
2042 635.30$ 331.19$ 259.59$ 199.94$ 56.25$ 155.48$ 1,637.75$
2043 662.63$ 304.19$ 274.96$ 185.33$ 51.77$ 158.59$ 1,637.46$
2044 691.66$ 276.03$ 292.03$ 169.85$ 47.08$ 161.76$ 1,638.42$
2045 724.11$ 246.63$ 310.82$ 153.40$ 42.17$ 165.00$ 1,642.13$
2046 756.56$ 215.86$ 329.61$ 135.91$ 36.99$ 168.30$ 1,643.22$
2047 790.71$ 183.70$ 350.10$ 116.59$ 31.56$ 171.66$ 1,644.33$
2048 824.87$ 150.10$ 372.30$ 96.07$ 25.86$ 175.10$ 1,644.30$
2049 862.44$ 115.04$ 396.21$ 74.26$ 19.87$ 178.60$ 1,646.42$
2050 901.72$ 78.39$ 421.83$ 51.04$ 13.58$ 182.17$ 1,648.72$
2051 942.71$ 40.07$ 449.15$ 26.32$ 6.96$ 185.81$ 1,651.02$
Total 15,105.54$ 9,950.86$ 6,146.39$ 5,742.67$ 1,702.10$ 3,800.72$ 42,448.28$
Notes:
[a] Interest on the Improvement Area #1 Bonds is calculated at 3.250%, 3.750%, 4.000%, and 4.250% rate for term bonds due 2026,
2031, 2041, and 2051 respectively.
[b] Interest on the Improvement Area #1 Additional Bonds is calculated at 4.370%, 5.630%, and 5.860% rate for term bonds due
2035, 2045, and 2051 respectively, per the City's Financial Advisor and is subject to change upon final pricing.
[c] The figures shown above are estimates only and subject to change in Annual Service Plan Updates. Changes in Collection Costs,
reserve fund requirements, interest earnings, or other available offsets could increase or decrease the amounts shown.
Installment
Due 1/31
Annual
Collection Costs
Total
Installment
Due[c]
IA#1 Additional Bonds Total
Additional
Interest
IA#1 Initial Bonds
SHERLEY TRACT PUBLIC IMPROVEMENT DISTRICT NO. 2 BUYER DISCLOSURE
MAJOR IMPROVEMENT AREA – INITIAL PARCEL
NOTICE OF OBLIGATIONS RELATED TO PUBLIC IMPROVEMENT DISTRICT
A person who proposes to sell or otherwise convey real property that is located in a public
improvement district established under Subchapter A, Chapter 372, Local Government Code
(except for public improvement districts described under Section 372.005), or Chapter 382,
Local Government Code, shall first give to the purchaser of the property this written notice,
signed by the seller.
For the purposes of this notice, a contract for the purchase and sale of real property having a
performance period of less than six months is considered a sale requiring the notice set forth below.
This notice requirement does not apply to a transfer:
1) under a court order or foreclosure sale;
2) by a trustee in bankruptcy;
3) to a mortgagee by a mortgagor or successor in interest or to a beneficiary
of a deed of trust by a trustor or successor in interest;
4) by a mortgagee or a beneficiary under a deed of trust who has acquired the
land at a sale conducted under a power of sale under a deed of trust or a sale
under a court-ordered foreclosure or has acquired the land by a deed in lieu of
foreclosure;
5) by a fiduciary in the course of the administration of a decedent's
estate, guardianship, conservatorship, or trust;
6) from one co-owner to another co-owner of an undivided interest in the
real property;
7) to a spouse or a person in the lineal line of consanguinity of the seller;
8) to or from a governmental entity; or
9) of only a mineral interest, leasehold interest, or security interest
The following notice shall be given to a prospective purchaser before the execution of a binding
contract of purchase and sale, either separately or as an addendum or paragraph of a purchase
contract. In the event a contract of purchase and sale is entered into without the seller having
provided the required notice, the purchaser, subject to certain exceptions, is entitled to terminate
the contract.
A separate copy of this notice shall be executed by the seller and the purchaser and must be
filed in the real property records of the county in which the property is located at the closing of
the purchase and sale of the property.
AFTER RECORDING1 RETURN TO:
____________________
____________________
____________________
____________________
____________________
NOTICE OF OBLIGATION TO PAY IMPROVEMENT DISTRICT ASSESSMENT TO
CITY OF ANNA, TEXAS
CONCERNING THE FOLLOWING PROPERTY
__________________________________________
PROPERTY ADDRESS
MAJOR IMPROVEMENT AREA INITIAL PARCEL PRINCIPAL ASSESSMENT:
$2,782,000.00
As the purchaser of the real property described above, you are obligated to pay
assessments to the City of Anna, Texas, for the costs of a portion of a public improvement or
services project (the "Authorized Improvements") undertaken for the benefit of the property
within Sherley Tract Public Improvement District No. 2 (the "District") created under
Subchapter A, Chapter 372, Local Government Code.
AN ASSESSMENT HAS BEEN LEVIED AGAINST YOUR PROPERTY FOR THE
AUTHORIZED IMPROVEMENTS, WHICH MAY BE PAID IN FULL AT ANY TIME. IF
THE ASSESSMENT IS NOT PAID IN FULL, IT WILL BE DUE AND PAYABLE IN
ANNUAL INSTALLMENTS THAT WILL VARY FROM YEAR TO YEAR DEPENDING
ON THE AMOUNT OF INTEREST PAID, COLLECTION COSTS, ADMINISTRATIVE
COSTS, AND DELINQUENCY COSTS.
The exact amount of the assessment may be obtained from the City of Anna. The exact
amount of each annual installment will be approved each year by the Anna City Council in the
annual service plan update for the district. More information about the assessments, including
the amounts and due dates, may be obtained from the City of Anna.
Your failure to pay any assessment or any annual installment may result in penalties and
interest being added to what you owe or in a lien on and the foreclosure of your property.
1 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County when updating for the Current
Information of Obligation to Pay Improvement District Assessment.
Signature Page to Initial Notice
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
The undersigned seller acknowledges providing this notice to the potential purchaser before
the effective date of a binding contract for the purchase of the real property at the address described
above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER]2
2 To be included in copy of the notice required by Section 5.014, Tex. Prop. Code, to be executed by seller in accordance
with Section 5.014(a-1), Tex. Prop. Code.
Purchaser Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned purchaser acknowledges receipt of this notice before the effective date of
a binding contract for the purchase of the real property at the address described above. The
undersigned purchaser acknowledged the receipt of this notice including the current information
required by Section 5.0143, Texas Property Code, as amended.
DATE: DATE:
SIGNATURE OF PURCHASER SIGNATURE OF PURCHASER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]3
3 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the
closing of the purchase and sale and to be recorded in the deed records of Collin County.
Seller Signature Page to Final Notice with Current Information
of Obligation to Pay Improvement District Assessment
[The undersigned seller acknowledges providing a separate copy of the notice required by
Section 5.014 of the Texas Property Code including the current information required by Section
5.0143, Texas Property Code, as amended, at the closing of the purchase of the real property at the
address above.
DATE: DATE:
SIGNATURE OF SELLER SIGNATURE OF SELLER
STATE OF TEXAS §
§
COUNTY OF COLLIN §
The foregoing instrument was acknowledged before me by ______________________ and
____________________ , known to me to be the person(s) whose name(s) is/are subscribed to the
foregoing instrument, and acknowledged to me that he or she executed the same for the purposes
therein expressed.
Given under my hand and seal of office on this _________________, 20__.
Notary Public, State of Texas]4
4 To be included in separate copy of the notice required by Section 5.0143, Tex. Prop. Code, to be executed at the closing
of the purchase and sale and to be recorded in the deed records of Collin County.
Annual Installment Schedule to Notice
of Obligation to Pay Improvement District Assessment
ANNUAL INSTALLMENTS – MAJOR IMPROVEMENT AREA INITIAL PARCEL
Installment Due
1/31 Principal Interest[a]Additional
Interest
Annual Collection
Costs
Total Installment
Due[b]
2026 61,000.00$ 137,100.00$ 13,910.00$ 16,569.17$ 228,579.17$
2027 63,000.00$ 134,355.00$ 13,605.00$ 26,080.55$ 237,040.55$
2028 65,000.00$ 131,520.00$ 13,290.00$ 26,602.16$ 236,412.16$
2029 68,000.00$ 128,595.00$ 12,965.00$ 27,134.21$ 236,694.21$
2030 70,000.00$ 125,535.00$ 12,625.00$ 27,676.89$ 235,836.89$
2031 73,000.00$ 122,385.00$ 12,275.00$ 28,230.43$ 235,890.43$
2032 76,000.00$ 119,100.00$ 11,910.00$ 28,795.04$ 235,805.04$
2033 79,000.00$ 115,300.00$ 11,530.00$ 29,370.94$ 235,200.94$
2034 83,000.00$ 111,350.00$ 11,135.00$ 29,958.36$ 235,443.36$
2035 86,000.00$ 107,200.00$ 10,720.00$ 30,557.53$ 234,477.53$
2036 90,000.00$ 102,900.00$ 10,290.00$ 31,168.68$ 234,358.68$
2037 94,000.00$ 98,400.00$ 9,840.00$ 31,792.05$ 234,032.05$
2038 98,000.00$ 93,700.00$ 9,370.00$ 32,427.89$ 233,497.89$
2039 103,000.00$ 88,800.00$ 8,880.00$ 33,076.45$ 233,756.45$
2040 107,000.00$ 83,650.00$ 8,365.00$ 33,737.98$ 232,752.98$
2041 112,000.00$ 78,300.00$ 7,830.00$ 34,412.74$ 232,542.74$
2042 117,000.00$ 72,700.00$ 7,270.00$ 35,100.99$ 232,070.99$
2043 123,000.00$ 66,850.00$ 6,685.00$ 35,803.01$ 232,338.01$
2044 129,000.00$ 60,700.00$ 6,070.00$ 36,519.07$ 232,289.07$
2045 135,000.00$ 54,250.00$ 5,425.00$ 37,249.45$ 231,924.45$
2046 141,000.00$ 47,500.00$ 4,750.00$ 37,994.44$ 231,244.44$
2047 147,000.00$ 40,450.00$ 4,045.00$ 38,754.33$ 230,249.33$
2048 154,000.00$ 33,100.00$ 3,310.00$ 39,529.42$ 229,939.42$
2049 162,000.00$ 25,400.00$ 2,540.00$ 40,320.01$ 230,260.01$
2050 169,000.00$ 17,300.00$ 1,730.00$ 41,126.41$ 229,156.41$
2051 177,000.00$ 8,850.00$ 885.00$ 41,948.93$ 228,683.93$
Total 2,782,000.00$ 2,205,290.00$ 221,250.00$ 851,937.11$ 6,060,477.11$
Notes:
[a] Interest is calculated at a 4.500% rate for term bonds due 2031, and at a 5.000% rate for term bonds due
2051.
[b] The figures shown above are estimates only and subject to change in Annual Service Plan Updates.
Changes in Annual Collection Costs, reserve fund requirements, interest earnings, or other available offsets
could increase or decrease the amounts shown.
Item No. 7.a.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Dalan Walker
AGENDA ITEM:
Consider/Discuss/Action a Resolution authorizing the Acting City Manager to approve a
contract from Child's Play, Inc. for the construction of a new playground and associated
work at Slayter Creek Park (Park Planning and Development Manager Dalan Walker).
SUMMARY:
The scope of the Slayter Creek Park Playground project includes the following.
• Demolition and disposal of the existing play structure
• Installation of a new playground with 100% rubber surfacing
• Subsurface drainage
• Grading and surfacing base installation
• Shade over much of the play area
• Benches around the playground
• Retaining wall at the southern end of the play area similar to the one at the
splash pad
• Necessary changes to the perimeter fence and painting
• Mow strip under the fence
Key dates in the bidding process are below.
• Request for Proposals Issued: May 10, 2025
• Pre-Bid Meeting: May 27, 2025
• Submission Deadline: June 27, 2025
The project was bid based on best value with responding vendors being evaluated on
the following weighted criteria.
• Design Competition (60%)
• Experience (20%)
• Work Performance (10%)
• Capacity to Perform (10%)
Respondents were asked to provide designs based on three different themes. Twenty-
two designs were received with two vendors only providing two designs. The requested
themes were:
• Ocean/Beach
• Sports
• Vendor's Choice
Eight playground vendors responded. They are:
• AmeriConstruction (AmeriConstruction, LLC)
• Child's Play, Inc.
• GameTime c/o Cunningham Recreation
• Hunter Knepshield of Texas, Inc.
• Kompan, Inc.
• Kraftsman Commercial Playgrounds & Water Parks (Kraftsman, LP)
• Webuildfun, Inc.
• Whirlix Design, Inc.
The target project budget provided in the Request for Proposals was $1.2 million. Since
the playground vendor was unknown, the need for a general contractor was anticipated
to handle site work necessary to accommodate the playground. However, work
originally planned within the scope of the general contractor has been added to the
contract with Child's Play. They are capable of handling the additional work
themselves, which will make the project more efficient, cohesive, and cost-effective.
The playground equipment will take approximately 10 weeks to manufacture. The
project should be completed by the end of January 2026, contingent upon weather. The
services of a civil engineer and landscape architect will be utilized to help address
various site conditions that affect the playground and surrounding amenities. Project
Advocates is assisting with the management of the project.
FINANCIAL IMPACT:
Funding for the Slayter Creek Park Facility Improvements project was appropriated in
the FY2025 Community Investment Program budget in the amount of $2.2 million from
the 2021 Bond Election Proposition C: Parks, Trails, and Recreation and Sports. The
estimated cost of construction of this playground and the associated work is
$1,419,725.
BACKGROUND:
The playground at Slayter Creek Park is nearing the end of its useful life. As
playgrounds age, they require repair more frequently, and parts become harder to
acquire as manufacturers retire components. In addition, playground safety standards
and accessibility requirements change over time, rendering play structures obsolete.
Over the past four years, several projects have completely transformed the northern half
of Slayter Creek Park. Those projects include:
• Disc golf course redesign
• Complete splash pad renovation
• New skatepark
• Fitness court and shade covering
• New restroom near the splash pad
• Lighted pickleball courts (9)
• Lighted basketball courts (2)
• Parking lot expansion (181 additional spaces)
A survey of the entire park is currently underway that will facilitate many more planned
projects that will be constructed as funding allows. The replacement of the playground
is among those projects. In addition, the following projects are under development.
• Add a lighted sand volleyball court between the large pavilion and the pickleball
courts (recent recommendation from the Parks Advisory Board)
• Replace the restroom between the baseball four-plex
• Construct a maintenance building near the southeast corner of the basketball
courts
• Correct numerous drainage problems around and between the baseball fields
• Stabilize the slopes of the drainage channel between the park and the middle
school
• Add shade to the skatepark
• Replace the fence around the tennis courts
• Replace the roof and update the appearance of the large pavilion
• Provide small areas of shade and seating along the disc golf course
STRATEGIC CONNECTIONS:
Strategic Outcome Area: Active
ATTACHMENTS:
1. Resolution for Slayter Playground Proposal - Child's Play 082625
2. Anna Slayter Creek Park Quote 25-1058
CITY OF ANNA, TEXAS
, the City Council considers the replacement of the old playground at Slayter Creek
park to be necessary to reduce maintenance costs and bring the playground up to current safety
and accessibility standards; and
, the City Council of the City of Anna, Texas, (“City Council”) finds a contract with
Child’s Play, Inc. is instrumental and necessary for the construction of a new playground at Slayter
Creek Park; and
, the City Council considers the construction of a new playground at Slayter Creek
Park to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set
forth in the Strategic Plan adopted by City Council; and
, the City Council approves the contract with Child’s Play, Inc.
The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full.
The City Council hereby approves the contract with Child’s Play, Inc. and ratifies and approves
the City Manager’s execution of the same. The City Manager is hereby authorized to execute all
documents and to take all other actions necessary to finalize and enforce the contract with Child’s
Play, Inc.
on first and final reading on this 26 th day of August 2025.
APPROVED:
_____________________________ ______________________________
City Secretary, Carrie Land Mayor, Pete Cain
ADDRESS
City of Anna
Slayter Creek Park
111 N. Powell Parkway
Anna, TX 75409-0776
SHIP TO
City of Anna
Slayter Creek Park
425 W. Rosamond Pkwy
Anna, TX 75409-0776
QUOTE #DATE EXPIRATION DATE
25-1058 08/19/2025 09/30/2025
PROJECT SALES REP
Playground Equipment D-1 JS
DESCRIPTION QTY PRICE EACH AMOUNT
Misc
Slayter Creek Park Bid: Per Bid Documents
Consist of the following as shown on 3D Renderings 36-202427-3.
1. Burke Custom Nucleus/Intensity Series Playground Structure. 36-
202427-3
2. UPC GFRC play forms
3. Sail Shade Canopies (3each)
4. Pour-in-Place Rubber Surfacing with designs.
5. Installation
6. Freight
7. Demo all existing Equipment.
8. Performance/Maintenance Bond
1 1,200,000.00 1,200,000.00T
Misc
Additional Items:
1. Gravel Base for all Pour-in-Place Rubber Surfacing
2. Five each Burke Studio Benches
3. Drainage System for Pour-in-Place Rubber Surfacing.
4. Add Fencing around playground in expanded area and paint all
fencing.
5. Retaining Wall with Gravel Backfill, and Excavation
6. Concrete mow strip under fencing.
7. Additional Custom Playground Panels
8.
1 219,725.00 219,725.00T
CPIWARR
SUPPLEMENTAL WARRANTY: In addition to BCI Burke's non-prorated
warranty, Child's Play offers the value added service of 100% free
replacement costs on all warranted BCI Burke products installed by
Child's Play throughout the duration of the warranty period. The
warranted items are shipped directly to Child's Play and installed free of
charge by our installation crew. The result is zero out-of-pocket costs to
the customer on all warranted BCI Burke products. It is BCI Burke's
commitment to a higher quality product, which makes this "Special
Supplemental Warranty" possible.
1 0.00 0.00T
DESCRIPTION QTY PRICE EACH AMOUNT
(2) FREE SITE VISITS: When Child's Play installs the equipment, we will
perform two FREE maintenance inspections per year. Customer to
schedule in advance.
Install Terms
Installation charges, if quoted, are for a “standard” installation unless
specifically noted otherwise. Installation charges are due upon
completion. Standard installations generally require from 2-10 business
days to complete, depending upon the amount and type of equipment,
site conditions, weather, and schedule. Work may or may not be
performed in consecutive days. The quote is based on the site being
level and with no resilient surfacing (sand, gravel, bark, etc.) being in
place. A charge will be assessed to level site or remove resilient
surfacing based upon equipment/material costs and man hours required.
Any and all permits and any fees associated with the permits are the
responsibility of owner/contractor.
An additional charge will be required if digging of footing cannot be
performed by equipment or if rock conditions are encountered. An
amount will be added to the contract price of up to $2,000 per each
additional day.
Installation is based upon unrestricted access to site for equipment, i.e.,
Bobcats, concrete trucks, dump trucks, and miscellaneous work vehicles.
Installers are not responsible for damages to irrigation, landscape and
utilities. Protection for these items is the responsibility of the owner.
1 0.00 0.00T
SUBTOTAL 1,419,725.00
TAX 0.00
TOTAL $1,419,725.00
Accepted By Accepted Date
Item No. 7.b.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Dalan Walker
AGENDA ITEM:
Consider/Discuss/Action a Resolution authorizing the Acting City Manager to approve a
Professional Services Project Order for management of civil engineering and landscape
architecture services related to multiple projects at Slayter Creek Park by Project
Advocates (Park Planning and Development Manager Dalan Walker).
SUMMARY:
Project Advocates will manage the following civil engineering and landscape
architecture services for improvements at Slayter Creek Park performed by CLA Site
Solutions, LLC.
• Site landscape plan
• Site landscape details and master plant list
• Site irrigation plan
• Site plan preparation
• Site layout plan
• Site grading plan/storm drainage plan
• Site pavements plan
• Site details
• Storm sewer profiles
• Drainage area map
• Site storm drain calculations
The civil and landscape architectural services will be managed by Project Advocates as
part of Professional Services Project Order #PA3 which amends Master Professional
Services Agreement 2025-2030.
FINANCIAL IMPACT:
Funding for the Slayter Creek Park Facility Improvements project was appropriated in
the FY2025 Community Investment Program budget in the amount of $2.2 million from
the 2021 Bond Election Proposition C: Parks, Trails, and Recreation and Sports. The
estimated cost of this Master Agreement for Professional Services is $86,845.
BACKGROUND:
A survey of the entirety of Slayter Creek Park is currently underway that is needed to
aid with the planning and design of future projects at the park. The projects under
development are:
• Demolish old playground and construct new, expanded playground
• Add a lighted sand volleyball court between the large pavilion and the pickleball
courts (recent recommendation from the Parks Advisory Board)
• Replace the restroom between the baseball four-plex
• Construct a maintenance building near the southeast corner of the basketball
courts
• Correct numerous drainage problems around and between the baseball fields
• Stabilize the slopes of the drainage channel between the park and the middle
school
• Add shade to the skatepark
• Replace the fence around the tennis courts
• Replace the roof and update the appearance of the large pavilion
• Provide small areas of shade and seating along the disc golf course
Civil engineering and landscape architectural services are necessary to ensure that
each project is cohesive within the larger context of the park. In addition, there are
many drainage problems at Slayter Creek that can only be adequately addressed if the
park is studied and analyzed as a whole. It is anticipated that some drainage issues
may be more difficult to remedy than initially thought due to site constraints. CLA Site
Solutions, under the guidance and management of Project Advocates, will evaluate
existing conditions and provide long-term solutions to drainage problems that have
become worse over time.
STRATEGIC CONNECTIONS:
Strategic Outcome Area: Active
ATTACHMENTS:
1. Resolution for PSPO#PA3 082625 Project Advocates
2. PSPO - PA3 - Project Advocates - Slayter Creek Civil Engineering
3. 2025-07-30 Proposal for Slayter Creek Park_Anna Texas
CITY OF ANNA, TEXAS
, the City Council of the City of Anna, Texas, (“City Council”) finds Professional Service
Project Order #PA3with Project Advocates, LLC. is instrumental and necessary for the
management of civil engineering and landscape architecture services for various projects at
Slayter Creek Park; and
, the City Council considers the design services necessary to facilitate drainage
improvements and other projects planned in Slayter Creek Park; and
, the City Council considers the completion of projects planned in the current Park CIP
to be beneficial to the neighbors of Anna, Texas, meeting several goals and objectives set forth
in the Strategic Plan adopted by City Council; and
, the City Council approves the proposed Professional Service Project Order #PA3
with Project Advocates, LLC, thereby amending the Master Agreement for Professional Services.
The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full.
The City Council hereby approves Professional Service Project Order #PA3 with Project
Advocates, LLC. and ratifies and approves the City Manager’s execution of the same. The City
Manager is hereby authorized to execute all documents and to take all other actions necessary
to finalize and enforce Professional Service Project Order #PA3 with Project Advocates, LLC.
on first and final reading on this 26 th day of August 2025.
APPROVED:
_____________________________ ______________________________
City Secretary, Carrie Land Mayor, Pete Cain
Master PSA# 2025-2030 1
PSPO# PA3
EXHIBIT 3
Pursuant to and subject to the referenced Master Professional Services Agreement (Master PSA), between
the City and Firm, City hereby requests that Firm perform, and Firm agrees to perform, the work described
below upon the terms and conditions set forth in said Master PSA, which are incorporated herein by
reference for all purposes, and in this Professional Services Project Order (PSPO).
2025-2030
Program, Project Management,
Owner Representation
Project Advocates, LLC
Project Name: Slayter Creek Park Civil Engineering Services
# Of Consecutive Business
Days to Complete Project: 180
Original Project Fee: $86,845 (includes 10% fee for project management services, $5,000
Reimbursables, and Design Contingency of 40 hours)
1. Date and Time to Commence:
2. Other:
Billing Period:
Monthly-Through the end of each month, billed by the 10th of the
following month.
Invoice Mailing Instructions:
Mail to:
City of Anna
th
Include work order number, PO number, billing period, and project
name.
Master PSA# 2025-2030 2
PSPO# PA3
Documents:
The PSPO DOCUMENTS as that term is used herein, shall mean and include the following
documents, and expressly incorporates the following by reference for all purposes.
A. Master Professional Services Agreement 2025-2030 effective December 17, 2024; and
B. Proposal from CLA Site Solutions, LLC dated July 30, 2025, attached as Exhibit A; and
C. This Professional Services Project Order (PSPO) # PA3.
This PSPO shall incorporate the terms of all the documents in their entirety. To the extent that
there are any conflicts with provisions of the Master PSA, the Proposal, this PSPO or each other,
the provisions of the Master PSA, then the provisions of the Slayter Creek Park Civile Engineering
services Proposal, then the provisions of this PSPO shall prevail in that order.
Phase 1 and 2 Civil Engineering Design of Slayter Creek Park and project
management services for same.
Work will take approximately 6 months.
The individuals executing this Agreement on behalf of the respective parties below represent to each other that all
appropriate and necessary action has been taken to authorize the individual who is executing this Agreement to do
so for and on behalf of the party for which his or her signature appears, that there are no other parties or entities
required to execute this Agreement in order for the same to be an authorized and binding agreement on the other
party for whom the individual is signing this Agreement and that each individual affixing his or her signature hereto
is authorized to do so, and such authorization is valid and effective on the date hereof.
Signature Signature
Marc Marchand, Acting City Manager_____
Printed Name & Title Printed Name & Title
Date Date
972-951-3808 | 5512 BENTROSE DRIVE · McKINNEY, TEXAS 75070 | INFO@CLASITESOLUTIONS.COM
AGREEMENT FOR PROFESSIONAL SERVICES
Date July 30, 2025
Client Jim Teters
Project Advocates
3833 Ridgetop Lane
Plano, TX 75074
jim@project-advocates.com
(Delivered via email)
Project Name and Location Slayter Creek Park
Anna, Texas
As requested, CLA Site Solutions, LLC (CLA) is pleased to submit this proposal for professional design
services related to the project referenced above. Our proposed Scope of Services, Assumptions,
Deliverables, Schedule and Fee are outlined below.
Detailed Project Description
We understand the project includes new playground equipment and modified play area, an improved
pavilion, a grilling station, and an activities area which will include a new sand volleyball court. This is all
located within Slayter Creek Park in the city of Anna, Texas. All surface and subsurface drainage in the
area of the playground and pavilion will be addressed to remedy current issues and modify as necessary
due to the proposed improvements. Associated site paving and grading will be included. No new water,
sanitary sewer, electrical, gas, or any other utilities are being proposed as part of this project, nor the
modification of any existing utilities. All new lighting shall be solar and by Others. CLA will show proposed
lighting locations on plan, but all specifications, calculations, and exact locations of any lighting shall be
provided by Others.
Scope of Services (Exhibit A)
Description of Services
Civil
CLA will prepare construction documents to include the site improvements suitable for
construction and bidding. CLA will prepare the following design plans:
Preliminary or Final Plat (By Others)
o CLA will include the plat as part of the plan set as required by the City.
o Plat to be provided to CLA by Others.
Existing Conditions
o CLA will convert a copy of the survey, provided by the surveyor, to create the
background to be used as the base for subsequent drawings.
Site Preparation Plan
o Recommended erosion and sediment control will be shown and called out.
o CLA will denote, both graphically and noted, all existing items to be removed and
hauled away from the site in preparation of the new construction.
EXHIBIT A
Page | 2
Site Layout Plan
o All proposed elements will be labeled, located, and dimensioned.
o Coordinates will be based on the survey provided to CLA.
Site Grading Plan/Storm Drainage Plan
o CLA will provide proposed grading that outlines how the land shall be reshaped to
meet the needs of the project, ensuring proper drainage and stability.
o Proposed contours and spot elevations will be shown.
o CLA will show all new inlets, pipes, and manholes and provide elevations and
inverts for each.
Site Pavements Plan
o All proposed pavements will be shown, and differences in type, texture, color, etc.
will be depicted.
o Suggested joint spacing will be shown.
Site Details
o CLA will provide construction details for all paving and other proposed elements.
o If the City of Anna prefers a Standard Detail, CLA will note.
Storm Details and City of Anna Standard Details
o CLA will provide construction details for all storm related elements.
City of Anna Standard Details
o CLA will include the City of Anna Standard Details for reference.
Storm Sewer Profiles
o CLA will show all modified and new storm lines, inlets, and manholes, and include
elevations, inverts, and slopes of pipes.
Drainage Area Map
o Each separate drainage area will be shown on plan.
o CLA will use this information for the drainage calculations.
Site Storm Drain Calculations
o CLA will provide drainage calculations for the storm system(s) impacted on this
portion of the project.
Landscape
CLA will prepare construction documents to include Landscape improvements suitable for
construction and bidding. CLA will prepare the following design plans:
Site Landscape Plan
o CLA will outline the placement, quantity, and characteristics of plants, grass, trees,
and other landscape elements to not only repair disturbed ground, but also to
beautify the area.
Site Landscape Details & Master Plant List
o CLA will provide construction details for all plants and landscape elements.
o All quantities and sizes of plants, trees, and groundcovers will be listed.
Site Irrigation Plan
o CLA will work with a licensed irrigation consultant to provide a plan to modify the
existing irrigation as necessary to provide coverage of all areas with the area.
Page | 3
Topographic Survey
CLA understands the Owner will provide a complete topographic survey performed by a
Registered Professional Land Surveyor. Existing above grade features such as water and
wastewater service locations and mains, inlet and storm drain flow lines, franchised utility
locations, contours and other features will be obtained as determined from above ground Texas
811 markings, on-the-ground observation of features and appurtenances, and available City
record drawings.
Construction Administration
Checking shop drawings
Answering RFIs
Clarification of Drawings as Requested
Site Observations
Substantial Completion and Punch List
Assumptions
Typical Assumptions
Permitting and approvals are expected to be limited to the City of Anna. CLA will respond to three
(3) sets of City comments on design plans and resubmit to the City for approval.
Development of Specifications (On Plan)
CLA will work with a consultant specializing in architectural barrier plan reviews and site inspections
for Texas Accessibility Standards. CLA will address any comments associated with the review.
The consultant will register the project with the Texas Department of Licensing and Regulation
(TDLR).
CLA has included hours to attend up to three (3) project design meetings with the Client.
CLA has included hours to attend two (2) meetings with City Staff or their Consultant to coordinate
the project through the submittal process and discuss design comments.
CLA has included hours to attend two (2) project design meetings with outside consultants.
CLA would be pleased to attend additional project meetings at the Client’s request at an hourly
basis of compensation plus reimbursable expenses. However, these will be pre-approved prior to
meeting.
Job site visits during construction as necessary (2 assumed).
Client will provide necessary information for timely completion of the project.
CLA will not provide the following services:
Continuous Onsite Observation or Quality Control
Geotechnical Investigation
Construction Materials Testing
Opinion of Probable Cost
Onsite Construction Administration
Review of contractor’s application for payment.
Special inspections (if required) shall be performed by a third-party company.
CLA’s fee assumes that the project will progress in a continuous and orderly fashion and we will
expedite the project as much as possible. Significant project delays through no fault of CLA may
be basis for negotiation of additional fee for professional services.
If additional work is required in connection with this project, a new proposal for additional services
will need to be drafted and agreed upon. Prior to the start of any new work, we will identify a Scope
of Work with associated tasks, submit a budgetary cost estimate, and a proposed work schedule
for your approval.
The Client will reimburse all required fees to any regulatory agencies for submission and or review.
Changes in design by the Client and/or the Owner/Architect after conceptual design is completed
and/or after any City submittals and/or approvals will be an extra service requiring a separate
proposal/extra work authorization.
Construction as-built drawings are not included.
Page | 4
Civil Assumptions
Interim or partial design for phased project bidding and award is excluded. We assume that the
entire project will be developed, designed, bid and subsequently constructed as a single-phase
project.
Onsite drainage will be designed to simply convey onsite run-off to the existing drainage system.
Earthwork calculations will not be provided.
Platting is assumed to not be required.
Preparation and submittal of reports, calculations and drawings to FEMA for a proposed revision
to the Flood Insurance Rate Map are not included. Should these be required, CLA will submit a
proposal or Extra Work authorization at the appropriate time for this work.
We assume existing utility connections will be used. No extension of City mains is included in this
scope. Should extension of existing City mains be desired, CLA will submit a proposal or Extra
Work Authorization for this design.
A Traffic Impact Study is not included.
Storm Water detention is not required for the development of this site.
Rezoning is not required for the development of this site.
The Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent/Termination (NOI/NOT)
are assumed to be the responsibility of the Contractor. CLA will provide a Recommended Erosion
Control Plan and details only, which may be used by the Contractor for inclusion in his submittal.
Deliverables
CLA will submit PDF format electronic drawings.
CLA will deliver printed sets of drawings as required by client in accordance with the reimbursable
clause under (Exhibit C) below.
CLA assumes the Client will make all submittals to the City. CLA will provide the necessary
documents.
Schedule (Exhibit B)
The construction documents will be completed in a timely fashion to meet the Client’s requirements,
in accordance with an agreed upon schedule of work between client and design team.
Fee (Exhibit C)
Fixed Fee (refer to the scope of services and assumptions): $66,750.00
Site Development (Overall Design, Grading, Drainage, Stormwater Design): $ 48,000.00
Landscape and Irrigation Design: $ 9,500.00
TDLR Accessibility Review, Report, and Registration $ 3,500.00
Coordination, Meetings, Consultation, Submissions, Revisions, Etc.: $ 5,750.00
Reimbursable expenses, including but not limited to, postage/shipping, printing/reproduction,
mileage, and all travel expenses, shall be invoiced at cost +10%.
Invoices are processed monthly and are based on completed phases, direct man-hours, or on a percentage
of completion. Fee to be paid within 30 days after the delivery of an invoice from CLA. Unpaid invoices shall
serve interest at 1.0% per month.
Page | 5
Notice to Proceed
CLA must receive (by fax, email, or regular mail) this signed services agreement. This proposal will
remain in effect for 30 days.
If this proposal meets with your approval, please sign the attached agreement authorizing our office to
begin work. Note that references in the agreement to Exhibits A, B and C are those identified above.
Thank you for considering CLA for your consulting services. We look forward to working with you and your
staff on this project. Should you have any questions regarding this proposal, please do not hesitate to
contact us.
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CLA SITE SOLUTIONS, LLC.
th day of July, 2025 by and between CLA Site Solutions, LLC. (hereinafter
“CLA”) and Project Advocates (hereinafter “Client”). Client and CLA, for the consideration hereinafter set forth,
hereby agree as follows:
CLA hereby expressly disclaims
all warranties, of any nature whatsoever, whether express, implied or otherwise arising by operation of law, trade, usage
or course of dealing, including, without limitation, the implied warranties of merchantability and as to quality or fitness
for a particular purpose, whether provided for under the laws of the state of Texas or any other jurisdiction, and client
hereby agrees and acknowledges the foregoing express disclaimer and further understands that client shall have no
further recourse against CLA or any member of the CLA group (as hereinafter defined) herein.
Page | 7
9. Insurance - CLA shall procure and maintain liability insurance with $1,000,000 per occurrence for bodily
injury and property damage and professional liability insurance in the amount of $2,000,000 annual aggregate.
10. Indemnification -
(a) Client will indemnify, defend and hold CLA and each member of CLA Group harmless on a
comparative bases from and against any and all claims, demands, legally recoverable damages, legally
recoverable costs and expenses, actions, proceedings, liabilities or losses, of whatsoever nature (including
reasonable attorney’s fees), for any injury to or death of persons, or for damage or loss to property of CLA, Client
or a third party arising out of any negligence or willful misconduct of Client or any member of Client Group. Client
will, on CLA’s request, defend any action, claim or suit asserting a claim covered by this Section 10(a). As used
herein “CLA Group” means individually or in any combination CLA, its affiliates, any subcontractors of CLA, and
their respective officers, directors, employees, partners, members, managers, representatives, agents,
licensees, invitees and assignees.
(b) CLA will indemnify, and hold Client and each member of Client Group harmless on a
comparative bases from and against any and all claims, demands, legally recoverable damages, legally
recoverable costs and expenses, actions, proceedings, liabilities or losses, of whatsoever nature (including
reasonable attorney’s fees), for any injury to or death of persons, or for damage or loss to property of Client, CLA
or a third party arising out of any negligence or willful misconduct of CLA or any member of CLA Group. CLA
will, on Client’s request, defend any action, claim or suit asserting a claim covered by this Section 10(b).
11. Limitation on Liability - In recognition of the relative risks and benefits of the Services to both the Client
and CLA, the risks have been allocated such that the client agrees that the total aggregate liability of CLA GROUP
to Client and any member of Client Group for any and all injuries, claims, losses, expenses or damages
whatsoever arising out of, or in any way related to, the Services or this Agreement from any cause or causes
whatsoever including, but not limited to, negligence, errors, omissions, strict liability or breach of contract shall
not exceed the available limits of insurance pursuant to paragraph (9).
12. No Personal Liability - Notwithstanding any other provision of this Agreement to the contrary, no member
of the CLA Group shall be personally liable to Client or any member of Client Group, regardless of the cause of
action asserted, including, without limitation, breach of contract, warranty, guarantee, products liability,
negligence, tort, strict liability, or any other cause pertaining to the Services or CLA’s performance or non-
performance of the Agreement. Client for itself and on behalf of each member of Client Group, agrees that
subject to the terms, conditions and limitations of this Agreement, it and each member of Client Group will look
solely to CLA for its remedy, subject to paragraph (11), for any claim arising out of or related to the Services or
this Agreement
13. Corporate Protection- It is intended by the parties to this Agreement that CLA's Services shall not subject
CLA's individual employees, officers, members, managers, agents or directors to any personal legal exposure
for the risks associated with the Services or the project to which the Services are related. Therefore, and
notwithstanding anything to the contrary contained herein, the Client agrees for and on behalf of itself and each
member of Client Group that the sole and exclusive remedy of Client or any member of Client Group for any
claim, demand or suit arising out of this Agreement or the Services shall be directed and/or asserted only against
CLA, and not against any of CLA's individual employees, officers, members, managers, agents or directors.
14. No Consequential Damages - In no event shall CLA be liable to Client or any member of Client Group ,
WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, products liability,
warranty, guaranty OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
LOSS OR DAMAGE OR OTHER SIMILAR DAMAGES (INCLUDING, but not limited to, LOST PROFITS, loss of
profits or revenue, loss of use of equipment, loss of production, additional expenses incurred in the use of the
equipment and facilities and claims of customers of the Client or any member of Client Group) OF ANY NATURE
ARISING AT ANY TIME OR FROM ANY CAUSE WHATSOEVER OR FOR ANY PUNITIVE OR EXEMPLARY
DAMAGES OF client or any member of client group.
15. Hazardous Materials: Suspension of Services - Both parties acknowledge that CLA's scope of services
does not include any services related to the presence of any Hazardous Materials (as defined below). In the
event CLA or any member of CLA GROUP involved in providing or performing the Services encounters any
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Hazardous Materials, or should it become known to CLA or any member of CLA Group that Hazardous Materials
may be present on or about the jobsite or any adjacent areas that may affect the performance of CLA's Services,
CLA may, at its sole option and without liability for consequential, incidental, indirect, special, punitive, exemplary
or any other damages, suspend performance of its Services under this Agreement until the Client retains
appropriate qualified consultants and/or contractors to identify and abate or remove the Hazardous Materials and
warrants that the jobsite is in full compliance with all applicable laws and regulations. The term “Hazardous
Materials” means, without limitation, those substances or materials defined as “hazardous substances”,
“hazardous waste”, “toxic substances”, or “pollutant or contaminant” in any of the Environmental Laws (as defined
below), as well as such other substances as are subsequently determined legislatively, judicially, or
administratively, to be harmful or deleterious to the physical environment or the public health. The term
“Environmental Laws” means all applicable local, state, and federal laws, including common law, that relate to:
(a) the prevention, abatement, or elimination of pollution, or the protection of the environment or natural
resources; (b) the generation, handling, treatment, storage, disposal, release, or transportation of Hazardous
Materials (as defined below), waste materials or hazardous or toxic substances; or (c) the regulation of, or
exposure to, hazardous, toxic, or other substances alleged to be harmful, including, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U. S. C. § 9601, et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq.; the Federal Water Pollution Control Act
(Clean Water Act), 33 U.S.C. § 1251, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Hazardous
Materials Transportation Act, 49 U.S.C. § 1501, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et
seq.; the Oil Pollution Act, 33 U.S.C. § 2701, et seq.; the Emergency Planning and Community Right-to-Know
Act, 42 U.S.C. §11001, et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Endangered
Species Act, 16 U.S.C. §1531, et seq.; and all similar laws of any Governmental Authority having jurisdiction over
the property in question. This term expressly includes the regulations of the Texas Railroad Commission relating
to plugging and abandonment, equipment purging and removal, and bonding requirements respecting inactive
wells, 16. T.A.C. § 3.15, as well as regulations and interpretations of the U.S. Environmental Protection Agency
and the Texas Commission on Environmental Quality relating to air emissions, pollution control, and permitting
that have been, or may be, adopted.
Page | 9
beyond the reasonable control of CLA; (g) the failure of either party to insist in any one or more instances upon
a strict performance of any of the terms, conditions and covenants hereof shall not affect or in any way impair
the right of such party to require a strict performance of any such term, condition or covenant in the future; nor
shall the waiver by either party of a breach of any term, condition, or covenant hereof in any instance be construed
or held to be a waiver of such term, condition, or covenant, or of any succeeding breach of the same, or any
other term, condition or covenant hereof; (h) all Exhibits attached to this Agreement are attached hereto and
incorporated herein by reference for all purposes; and (i) this Agreement may be executed by the parties in
counterparts and delivered by facsimile or electronic transmission, each of which so delivered shall be considered
an original counterpart, and shall become a binding agreement when each party has executed one counterpart.
CLA Site Solutions, LLC. Project Advocates
3833 Ridgetop Lane
Item No. 7.c.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Lauren Mecke
AGENDA ITEM:
Conduct a Public Hearing/Consider/Discuss/Action on an Ordinance regarding a
request to amend an existing Planned Development for the Coyote Meadows
neighborhood. (PD 25-0005)(Planning Manager Lauren Mecke)
SUMMARY:
At the August 6, 2025 Planning & Zoning Commission meeting, the Commission
recommended approval with a vote 6-0.
As of August 20, 2025, staff have received zero (0) responses in favor or in opposition
of this item.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
This Item requires a Public Hearing.
Public Hearing Note: At the time and place of the public hearing, all persons who
desire will have an opportunity to be heard in opposition to or in favor of the
ordinance, application, or other proposed items.
The applicant is requesting to amend language in the existing Planned Development
zoning to allow areas originally planned to be Single-Family Attached Dwellings to now
be Single-Family Detached Dwellings on modified lots.
HISTORY
• Resolution No. 2021-10-1033 (October 26, 2021) - City Council approved a Pre-
Annexation Development Agreement for the Coyote Meadows neighborhood.
• Ord. No. 956-2022 & Ord. No. 957-2022 (January 25, 2022) - City Council
approved Annexation & Zoning for the Coyote Meadows neighborhood.
CASE OVERVIEW
The applicant is requesting to modify the existing Planned Development Zoning to allow
for additional Single-Family Detached Dwellings where Single-Family Attached
Dwellings are currently permitted.
The Planned Development currently states:
ii. Maximum number of lots:
A. Maximum number of residential lots (combined total of SF-60, SF-Z, and SF-
TH, but not including common area or open space lots): 731 lots
B. Maximum number of SF-60 lots: 250 lots
C. Maximum number of SF-Z lots: 309
D. Maximum number of SF-TH lots: 154 lots
It should be noted that there is a discrepancy in the existing Planned Development
language. The sum of the three lot types equals to 713 lots. As part of this amendment,
the applicant wants to increase the number of SF-60 lots and reduce the number of SF-
TH lots. The text would change as follows:
B. Maximum Minimum number of SF-60 lots: 250 lots
In the previously approved Final Plats for Phase 1B and Phase 2 of the Coyote
Meadows neighborhood, these 93 SF-TH lots ranged in depth from 105 feet to 130
feet. The applicant is not changing the configuration of the streets or trails and
proposes to maintain the lot depths. A modified lot depth will impact the minimum lot
area unless the lot width is also increased. The applicant is requesting to modify the
regulations for these lots as outlined in Table 1.
COMPATIBILITY CONSIDERATIONS
Future Land Use Plan (FLUP): Suburban Living & Urban Living
Suburban Living neighborhoods consist predominantly of single-family housing on
detached lots. Home sites are in platted subdivisions with connections to public
utilities, residential streets and sidewalks, open space, parks and amenities. This
PlaceType is found near neighborhood commercial and commercial centers.
Suburban living provides the population necessary to support the nearby commercial
and professional office uses within the surrounding corridors. Residential uses are
typically self-contained with a buffer from non-residential developments through
transitional uses and landscaped areas. Lot sizes in Suburban Living are typically
less than 1 acre.
Urban Living are high density neighborhoods that support a variety of different
housing types in a walkable development pattern. Urban neighborhoods are
composed of a relatively compact network of streets that are easy to navigate by
car, bike or on foot. They may contain one or more of the following housing types:
Small lot, single-family detached, townhomes, duplexes, condominiums or
apartments. In an urban neighborhood, housing is located within proximity to local
retail and services that serve residents and surrounding neighborhoods. This
PlaceType typically includes a higher intensity of uses developed in an urbane style
that are supported by nodes of activity.
Downtown Master Plan: Neighborhood / Transitional Development
The Downtown Master Plan is a sub-plan of the Anna 2050 Comprehensive Plan. In
the Plan, the Downtown was subdivided into two distinct sub-areas - the Downtown
Core District and the Downtown Neighborhood District. The site is located within the
Downtown Neighborhood District.
Within the Downtown Core District and Downtown Neighborhood Districts, five
distinctive Character Area classifications were developed to define the diverse
development patterns that exist in varied locations and to understand the
opportunities that they provide. The site is located in the Transitional Development
Character Area.
The following primary building types are appropriate in the Transitional Development
areas: Mixed-use, office, storefront retail, restaurants, urban attached residential,
detached residential, cottage residential.
CONCLUSION
The request is to change 93 SF-TH lots to 49 SF-60 lots and for these lots to have a
minimum 100-foot lot depth and minimum 5,000-square foot lot area. The request is in
conformance with both the Comprehensive Plan and Downtown Master Plan.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Unique.
ATTACHMENTS:
1. Locator - Coyote Meadows (PD 25-0005)
2. Ordinance - Coyote Meadows (PD 25-0005)
3. Exhibit 1 (Legal Descript) - Coyote Meadows (PD 25-0005)
4. Exhibit 2 (Zoning Exhibit) - Coyote Meadows (PD 25-0005)
1
CITY OF ANNA, TEXAS
, the City of Anna, Texas (“City”) has previously adopted ordinances, rules and
regulations governing the zoning in the City; and
the City has received a requested to amend the zoning and development regulations
in Ordinance No. 957-2022 from TFCC Coyote, LLC on Property described in Exhibit 1 and
depicted in Exhibit 2 (“Property”) attached hereto and incorporated herein for all purposes as if
set forth in full; and
, the applicant previously entered into a pre-annexation agreement for said Property
(Resolution No. 2021-10-1033) including an agreement for architectural standards; and
the Planning and Zoning Commission of the City and the City Council of the City of
Anna (“City Council”) have given the requisite notices by publication and otherwise and have held
the public hearings as required by law and afforded a full and fair hearing to all property owners
and generally to all persons interested in and situated in the affected area and in the vicinity
thereof, the City Council has concluded that the Zoning Ordinance of the City should be amended
as set forth below.
Section 1. Recitals Incorporated
The above recitals are incorporated herein by reference for all purposes.
Section 2. Zoning Change
The Anna City Code of Ordinances (the “Anna Code”) are hereby amended by amending the
zoning of the Property described in Exhibit 1 and depicted in Exhibit 2.
2
1. Purpose.
The purpose of this Planned Development District is to facilitate the development of high-
quality Single-Family Residence subdivision.
2. Definitions.
Except as otherwise provided herein, the definitions in the City’s Zoning Ordinance shall apply.
3. Development Standards.
a. General Terms
i. Standards and Area Regulations: Development must comply with the development
standards for use, density, lot area, lot width, lot depth, yard depths and widths,
building height, building elevations, coverage, floor area ratio, parking, access,
screening, landscaping, accessory buildings, signs, and lighting, set forth in the
Planning and Development Regulations except as modified per Ordinance No. 957-
2022 and as otherwise specified herein.
ii. Maximum number of lots:
A. Maximum number of residential lots (combined total of SF-60, SF-Z, and SF-TH,
but not including common area or open space lots): 731 lots
B. Minimum number of SF-60 lots: 250 lots
C. Maximum number of SF-Z lots: 309
D. Maximum number of SF-TH lots: 154 lots
[…]
APPENDIX 1. ZONING DISTRICT AREA REGULATIONS
Each lot type shall be developed in accordance with the area regulations contained in Table 1
below.
TABLE 1
SF-60 SF-60(c) SF-Z SF-TH
Maximum Height (feet) 35’ 35’ 35’ 35’
Side Yard, Interior (feet) 5’ 5’ 5’ (b)
Side Yard, Corner Lot, Street
Side (feet) 10’ 10’ 10’ 10’
3
Rear Yard (feet) 20’ 20’ 20’ 25’ 20’
Front Yard (feet) 20’ 20’ 20’ 20’
Lot Area (feet) 6,000 5,000 4,800 2,600 per
unit
Min. Lot Width (feet) 50’ 50’ 40’ 26’
Min. Lot Depth (feet) 120’ 100’ 120’ 100’
Max. Lot Coverage (%) 55% 55% 55% 60%
Building Size (square feet) 1,500 1,500 1,200 1,200
(b) 10 feet between ends of buildings.
(c) Lots previously platted as SF-TH and converted to SF-60 lots may reduce Lot Depth
and Lot Area.
[…]
Section 3. Official Zoning Map
The official Zoning Map of the City shall be corrected to reflect the change in zoning described
herein.
Section 4. Savings, Repealing and Severability Clauses
It is hereby declared to be the intention of the City Council that the words, sentences,
paragraphs, subdivisions, clauses, phrases, and provisions of this ordinance are severable
and, if any phrase, sentence, paragraph, subdivision, clause, or provision of this ordinance
shall be declared unconstitutional or otherwise invalid or inapplicable by the valid judgment or
decree of any court of competent jurisdiction, such unconstitutionality, invalidity or
inapplicability shall not affect any of the remaining words, sentences, paragraphs,
subdivisions, clauses, phrases, or provisions of this ordinance, since the same would have
been enacted by the City Council without the incorporation in this ordinance of any such
unconstitutional, invalid or inapplicable words, sentences, paragraphs, subdivisions, clauses,
phrases, or provisions. Further, all ordinances or parts of ordinances in force when the
provisions of this ordinance become effective that are consistent and do not conflict with the
terms and provisions of this ordinance are hereby ratified to the extent of such consistency
and lack of conflict, and all ordinances or parts of ordinances in force when the provisions of
this ordinance become effective that are inconsistent or in conflict with the terms and
provisions contained in this ordinance are hereby repealed only to the extent of any such
conflict. Notwithstanding any provision of this ordinance or the Anna Code, it is intended that
this ordinance fully comply with Chapter 3000 of the Texas Government Code (“Chapter
3000”) and this ordinance shall and the City Code shall be interpreted in a manner to comply
with Chapter 3000. For the purposes of this ordinance, any provision of the City Code that
4
does not comply with Chapter 3000 shall be deemed to have been excluded and not a part of
this ordinance.
Section 5. Penalty
Any violation of any of the terms of this ordinance, whether denominated in this ordinance as
unlawful or not, shall be deemed a misdemeanor. Any person convicted of any such violation
shall be fined in an amount not to exceed $2,000 for each incidence of violation. Each day a
violation exists is considered a separate offense and will be punished separately.
Section 6. Publication of the Caption and Effective Date
This ordinance shall be effective upon its passage by the City Council, approval by the Mayor,
and posting and/or publication, if required by law, of its caption. The City Secretary is hereby
authorized and directed to implement such posting and/or publication.
PASSED by the City Council of the City of Anna, Texas this 26th day of August 2025.
ATTESTED: APPROVED:
________________________________ _________________________
Carrie L. Land, City Secretary Pete Cain, Mayor
METES AND BOUNDS DESCRIPTION
TRACT 1
Being a tract of land situated in the Gwynn Morrison Survey, Abstract No. 559 and the Henry
Brantley Survey, Abstract No. 71, Collin County, Texas, being all of a tract conveyed to TFCC
Coyote, LLC, by deeds recorded in Document No.'s 20211202002453240, 20211202002452310
and 20211203002458060 in Deed Records of Collin County, Texas, collectively being more
particularly described as follows:
BEGINNING at the most southerly southeastern corner of said TFCC Coyo te, LLC and the
northeast corner of a tract of land conveyed to Ralph E. Graham, III and David J. Graham, by deed
recorded in Document No. 20070413000503260, Deed Records of Collin County, Texas;
THENCE, N 88°05'51" W, 288.90 feet to the northwest corner of said Graham tract and lying in
the east right-of-way line of T and O Railroad;
THENCE, N 00°46'23" E, 2167.43 feet along said T and O Railroad to the beginning of a non -
tangent curve to the left;
THENCE around said non-tangent curve to the left having a central angle of 07°55'44", a radius
of 3044.23 feet, a chord of N 03°15'12" W - 420.94 feet, an arc length of 421.28 feet to the
southwest corner of a tract of land conveyed to Wal-Mat, Inc., by deed recorded in Volume 5844,
Page 1650, Deed Records of Collin County, Texas;
THENCE, S 89°20'00" E, 189.36 feet to the beginning of a tangent curve to the right;
THENCE around a tangent curve to the right having a central angle of 19°19'48", a radius of 930.00
feet, a chord of S 79°40'05" E - 312.27 feet, an arc length of 313.76 feet the southeast corner of
said Wal-Mat tract;
THENCE, N 20°19'16" E, 130.00 feet to the south line of Block A of Sweetwater Crossing, an
addition to the City of Anna, according to the plat recorded in Volume R, Page 197, Plat Reco rds
of Collin County, Texas;
THENCE, S 89°15'24" E, 558.34 feet to a point for corner;
THENCE, S 89°20'00" E, 381.91 feet to a point for corner;
THENCE, S 89°22'44" E, 478.62 feet to a point for corner;
THENCE, S 89°18'38" E, 402.24 feet to 1/2 inch iron rod found at the northeast corner of said
TFCC Coyote, LLC tract and the common northwest corner of a tract of land conveyed to David
and Nely Johnson Revocable Trust, by deed recorded in Document No. 20181126001443680,
Deed Records of Collin County, Texas;
THENCE, S 02°12'50" W, 867.04 feet to the southwest corner of said Johnson tract and the
northwest corner of a tract of land conveyed to Mahavir Semwal and Vandana Semwal, by deed
recorded in Document No. 20150629000780840, Deed Records of Collin County, T exas;
THENCE, S 01°57'36" W, 723.11 feet to a point at the northeast corner of a tract of land conveyed
to Rodney Wayne Kanady, by deed recorded in Document No. 20170804001039210, Deed
Records of Collin County, Texas;
THENCE, N 87°57'19" W, 188.81 feet to a point at the northwest corner of said Kanady tract;
THENCE, S 02°02'42" W, 578.10 to the southwest corner of said Kanady tract and lying in said
north right-of-way line of Houston Street;
THENCE, S 89°10'11" W, 212.50 feet to the southeast corner of a tract of land conveyed to
Richard Beazley, by deed recorded in Document No. 20170818001110510, Deed Records of Collin
County, Texas;
THENCE, N 02°03'20" E, a distance of 465.60 feet to a 5/8 inch iron rod found at the northeast
corner of said Beazley tract;
THENCE, S 89°09'51" W, 249.10 feet to a 5/8 inch iron rod found at the northwest corner of said
Beazley tract;
THENCE, S 02°03'20" W, 467.15 feet to a 5/8 inch iron rod found at the southwest corner of said
Beazley tract and lying in said north right-of-way line of Houston Street;
THENCE, S 89°10'05" W, 60.08 feet to a 5/8 inch iron rod found;
THENCE, N 02°03'20" E, 667.79 feet to a 5/8 inch iron rod found;
THENCE, S 89°09'51" W, 169.90 feet to the northwest corner of said Beazley tract;
THENCE, S 02°03'20" W, 667.71 feet to the north right-of-way line of Houston Street (variable
width right-of-way);
THENCE, S 89°06'33" W, along said north right-of-way line of Houston Street a total distance of
759.84 feet to the beginning of a non-tangent curve to the left;
THENCE around said non-tangent curve to the left having a central angle of 87°11'14", a radius
of 362.75 feet, a chord of S 45°30'53" W - 500.26 feet, an arc length of 552.00 feet;
THENCE, S 01°55'50" W, 105.17 feet to the POINT OF BEGINNING with the subject tract
containing 4,831,475 square feet or 110.915 acres of land.
TRACT 2
BEING a tract of land situated in the Guinn Morrison Survey, Abstract No. 559, City of Anna, Collin
County, Texas, being part of a tract (Tract Two) conveyed to TFCC Coyote, LLC, by deed recorded
in DOC. No. 20211202002452680, with the subject tract being more particularly described as
follows:
BEGINNING at a 1/2 inch capped iron rod found at the northwest corner of Villarreal Addition, an
addition to the City of Anna, Collin County, Texas, according to the map or plat thereof recorded
in Instrument No. 20080919010003360, Official Public Records of Collin County, Texas and lying
in the south right-of-way line of Houston Street (variable width right-of-way) and being the
northeast corner of the herein described tract of land;
THENCE, S 02°04'33" W, 1876.77 feet along the west line of said Villarreal Addition to a 3/8 inch
iron rod found lying in the north line of a tract of land conveyed to MJLA Adams, Ltd., by deed
recorded in Instrument No. 20110505000462590, Official Public Records of Collin County, Texas;
THENCE, N 88°29'18" W, passing at a distance of 772.76 feet the northeast corner of a tract of
land conveyed to Ann J. Ashmore, by deed recorded in Volu me 2398, Page 900, Deed Records of
Collin County, Texas and continuing along said Ashmore tract a total distance of 1012.76 feet to
the northwest corner of said Ashmore tract and lying in the east right -of-way line of E. Hackberry
Lane (variable width right-of-way);
THENCE along said east right-of way line of E. Hackberry Lane, the following courses and
distances:
N 02°08'33" E, 1581.50 feet;
N 19°06'33" E, 149.30 feet;
N 48°40'33" E, 130.50 feet;
THENCE, N 76°51'33" E, 135.10 feet along said south right-of-way line of Houston Street;
THENCE, N 89°11'33" E, 742.90 feet along said south right-of-way line of Houston Street to the
POINT OF BEGINNING with the subject tract containing 1,861,237 square feet or 42.728 acres of
land.
THE total subject tracts 1 and 2 containing 6,692,712 square feet or 153.643 acres of land.
TFCC COYOTE, LLC
DOC. NO. 20211202002453240
DOC. NO. 20211202002452310
DOC. NO. 20211203002458060
DRCCT
TRACT 1
GUI
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Scale: 1" = 100' December 15, 2021 SEI Job No. 21-123 SHEET 1 OF 2
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ZONING EXHIBIT
COYOTE MEADOWS
153.643 GROSS ACRES OUT OF THE
GUINN MORRISON~ABSTRACT NO. 559 AND
HENRY BRANTLEY SURVEY~ABSTRACT NO. 71
IN THE CITY OF ANNA, COLLIN COUNTY, TEXAS
OWNER
TFCC Coyote, LLC
22 St. Clair Avenue East
Suite 200
Toronto, ON, Canada M6B1R5
Telephone (416) 792-4708
Contact: Seth Greenspan, VP
ENGINEER / SURVEYOR
Spiars Engineering, Inc.
765 Custer Road, Suite 100
Plano, TX 75075
Telephone: (972) 422-0077
TBPE No. F-2121
Contact: Matt Dorsett
DEVELOPER / APPLICANT
Starlight Homes Texas, LLC
1800 Valley View Lane, Suite 100
Farmers Branch, TX 75234
Telephone (214) 616-6887
Contact: Daniel SatskySEE SHEET 2
PROJECT
LOCATION
LOCATION MAP
Not To Scale
LEGEND
1/2" IRON ROD W/ PLASTIC CAP
STAMPED "SPIARSENG" SET, UNLESS
OTHERWISE NOTED.
IRON ROD FOUND
CAPPED IRON ROD FOUND
POWER POLE
SAN. SEWER MANHOLE
STORM SEWER MANHOLE
LIGHT POLE/STANDARD
GUY WIRE ANCHOR
SIGNPOST
FIRE HYDRANT
GAS MARKER
FIBREOPTIC CABLE MARKER
ELECTRIC METER
IRRIGATION CONTROL VALVE
WATER VALVE
WATER METER
SANITARY SEWER CLEANOUT
OVERHEAD POWER LINE
CONTROL MONUMENT
Manhole
Sanitary Sewer
TFCC COYOTE, LLC
DOC. NO. 20211202002452680
DRCCT
TRACT 2
GUI
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POINT OF
BEGINNING
TRACT #1
POINT OF
BEGINNING
TRACT #2
Scale: 1" = 100' December 15, 2021 SEI Job No. 21-123 SHEET 2 OF 2
S
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ZONING EXHIBIT
COYOTE MEADOWS
153.643 GROSS ACRES OUT OF THE
GUINN MORRISON~ABSTRACT NO. 559 AND
HENRY BRANTLEY SURVEY~ABSTRACT NO. 71
IN THE CITY OF ANNA, COLLIN COUNTY, TEXAS
OWNER
TFCC Coyote, LLC
22 St. Clair Avenue East
Suite 200
Toronto, ON, Canada M6B1R5
Telephone (416) 792-4708
Contact: Seth Greenspan, VP
ENGINEER / SURVEYOR
Spiars Engineering, Inc.
765 Custer Road, Suite 100
Plano, TX 75075
Telephone: (972) 422-0077
TBPE No. F-2121
Contact: Matt Dorsett
DEVELOPER / APPLICANT
Starlight Homes Texas, LLC
1800 Valley View Lane, Suite 100
Farmers Branch, TX 75234
Telephone (214) 616-6887
Contact: Daniel Satsky
PROJECT
LOCATION
LOCATION MAP
Not To Scale
SEE SHEET 1
LEGEND
1/2" IRON ROD W/ PLASTIC CAP
STAMPED "SPIARSENG" SET, UNLESS
OTHERWISE NOTED.
IRON ROD FOUND
CAPPED IRON ROD FOUND
POWER POLE
SAN. SEWER MANHOLE
STORM SEWER MANHOLE
LIGHT POLE/STANDARD
GUY WIRE ANCHOR
SIGNPOST
FIRE HYDRANT
GAS MARKER
FIBREOPTIC CABLE MARKER
ELECTRIC METER
IRRIGATION CONTROL VALVE
WATER VALVE
WATER METER
SANITARY SEWER CLEANOUT
OVERHEAD POWER LINE
CONTROL MONUMENT
Manhole
Sanitary Sewer
METES AND BOUNDS DESCRIPTION
TRACT 1
Being a tract of land situated in the Gwynn Morrison Survey, Abstract No. 559 and the Henry Brantley Survey, Abstract No. 71, Collin County, Texas, being all of a tract conveyed to
TFCC Coyote, LLC, by deeds recorded in Document No.'s 20211202002453240, 20211202002452310 and 20211203002458060 in Deed Records of Collin County, Texas, collectively
being more particularly described as follows:
BEGINNING at the most southerly southeastern corner of said TFCC Coyote, LLC and the northeast corner of a tract of land conveyed to Ralph E. Graham, III and David J. Graham,
by deed recorded in Document No. 20070413000503260, Deed Records of Collin County, Texas;
THENCE, N 88°05'51" W, 288.90 feet to the northwest corner of said Graham tract and lying in the east right-of-way line of T and O Railroad;
THENCE, N 00°46'23" E, 2167.43 feet along said T and O Railroad to the beginning of a non-tangent curve to the left;
THENCE around said non-tangent curve to the left having a central angle of 07°55'44", a radius of 3044.23 feet, a chord of N 03°15'12" W - 420.94 feet, an arc length of 421.28 feet
to the southwest corner of a tract of land conveyed to Wal-Mat, Inc., by deed recorded in Volume 5844, Page 1650, Deed Records of Collin County, Texas;
THENCE, S 89°20'00" E, 189.36 feet to the beginning of a tangent curve to the right;
THENCE around a tangent curve to the right having a central angle of 19°19'48", a radius of 930.00 feet, a chord of S 79°40'05" E - 312.27 feet, an arc length of 313.76 feet the
southeast corner of said Wal-Mat tract;
THENCE, N 20°19'16" E, 130.00 feet to the south line of Block A of Sweetwater Crossing, an addition to the City of Anna, according to the plat recorded in Volume R, Page 197, Plat
Records of Collin County, Texas;
THENCE, S 89°15'24" E, 558.34 feet to a point for corner;
THENCE, S 89°20'00" E, 381.91 feet to a point for corner;
THENCE, S 89°22'44" E, 478.62 feet to a point for corner;
THENCE, S 89°18'38" E, 402.24 feet to 1/2 inch iron rod found at the northeast corner of said TFCC Coyote, LLC tract and the common northwest corner of a tract of land conveyed
to David and Nely Johnson Revocable Trust, by deed recorded in Document No. 20181126001443680, Deed Records of Collin County, Texas;
THENCE, S 02°12'50" W, 867.04 feet to the southwest corner of said Johnson tract and the northwest corner of a tract of land conveyed to Mahavir Semwal and Vandana Semwal,
by deed recorded in Document No. 20150629000780840, Deed Records of Collin County, Texas;
THENCE, S 01°57'36" W, 723.11 feet to a point at the northeast corner of a tract of land conveyed to Rodney Wayne Kanady, by deed recorded in Document No.
20170804001039210, Deed Records of Collin County, Texas;
THENCE, N 87°57'19" W, 188.81 feet to a point at the northwest corner of said Kanady tract;
THENCE, S 02°02'42" W, 578.10 to the southwest corner of said Kanady tract and lying in said north right-of-way line of Houston Street;
THENCE, S 89°10'11" W, 212.50 feet to the southeast corner of a tract of land conveyed to Richard Beazley, by deed recorded in Document No. 20170818001110510, Deed Records
of Collin County, Texas;
THENCE, N 02°03'20" E, a distance of 465.60 feet to a 5/8 inch iron rod found at the northeast corner of said Beazley tract;
THENCE, S 89°09'51" W, 249.10 feet to a 5/8 inch iron rod found at the northwest corner of said Beazley tract;
THENCE, S 02°03'20" W, 467.15 feet to a 5/8 inch iron rod found at the southwest corner of said Beazley tract and lying in said north right-of-way line of Houston Street;
THENCE, S 89°10'05" W, 60.08 feet to a 5/8 inch iron rod found;
THENCE, N 02°03'20" E, 667.79 feet to a 5/8 inch iron rod found;
THENCE, S 89°09'51" W, 169.90 feet to the northwest corner of said Beazley tract;
THENCE, S 02°03'20" W, 667.71 feet to the north right-of-way line of Houston Street (variable width right-of-way);
THENCE, S 89°06'33" W, along said north right-of-way line of Houston Street a total distance of 759.84 feet to the beginning of a non-tangent curve to the left;
THENCE around said non-tangent curve to the left having a central angle of 87°11'14", a radius of 362.75 feet, a chord of S 45°30'53" W - 500.26 feet, an arc length of 552.00 feet;
THENCE, S 01°55'50" W, 105.17 feet to the POINT OF BEGINNING with the subject tract containing 4,831,475 square feet or 110.915 acres of land.
TRACT 2
BEING a tract of land situated in the Guinn Morrison Survey, Abstract No. 559, City of Anna, Collin County, Texas, being part of a tract (Tract Two) conveyed to TFCC Coyote, LLC, by
deed recorded in DOC. No. 20211202002452680, with the subject tract being more particularly described as follows:
BEGINNING at a 1/2 inch capped iron rod found at the northwest corner of Villarreal Addition, an addition to the City of Anna, Collin County, Texas, according to the map or plat
thereof recorded in Instrument No. 20080919010003360, Official Public Records of Collin County, Texas and lying in the south right-of-way line of Houston Street (variable width
right-of-way) and being the northeast corner of the herein described tract of land;
THENCE, S 02°04'33" W, 1876.77 feet along the west line of said Villarreal Addition to a 3/8 inch iron rod found lying in the north line of a tract of land conveyed to MJLA Adams,
Ltd., by deed recorded in Instrument No. 20110505000462590, Official Public Records of Collin County, Texas;
THENCE, N 88°29'18" W, passing at a distance of 772.76 feet the northeast corner of a tract of land conveyed to Ann J. Ashmore, by deed recorded in Volume 2398, Page 900, Deed
Records of Collin County, Texas and continuing along said Ashmore tract a total distance of 1012.76 feet to the northwest corner of said Ashmore tract and lying in the east
right-of-way line of E. Hackberry Lane (variable width right-of-way);
THENCE along said east right-of way line of E. Hackberry Lane, the following courses and distances:
N 02°08'33" E, 1581.50 feet;
N 19°06'33" E, 149.30 feet;
N 48°40'33" E, 130.50 feet;
THENCE, N 76°51'33" E, 135.10 feet along said south right-of-way line of Houston Street;
THENCE, N 89°11'33" E, 742.90 feet along said south right-of-way line of Houston Street to the POINT OF BEGINNING with the subject tract containing 1,861,237 square feet or
42.728 acres of land.
THE total subject tracts 1 and 2 containing 6,692,712 square feet or 153.643 acres of land.
Item No. 7.d.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Lauren Mecke
AGENDA ITEM:
Consider/Discuss/Action on a Call for a Public Hearing to amend the Zoning Ordinance.
(Planning Manager Lauren Mecke)
SUMMARY:
Recommend calling a Public Hearing to amend the Zoning Ordinance for the
September 3, 2025 Planning & Zoning Commission meeting and September 23, 2025
City Council meeting.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
In August 2023, City Council approved an Ordinance repealing and replacing the
Zoning Ordinance within the City of Anna Code of Ordinances. Over the last two
legislative sessions, state lawmakers have made changes to notice requirements that
contradict the Zoning Ordinance. Additionally, staff have found areas of improvement
within the regulations during plan review over the last two years.
This request is not intended to include controversial topics that require more in-depth
discussions and refinement nor rezone any property.
Examples of changes based on legislative changes and issues found by staff include:
• New state laws go into effect September 1, 2025, that contradict City of Anna
notice requirements in §9.04.050
• §9.04.010 - 9.04.024 Remove References to the Comprehensive Plan in each
Zoning District
• §9.04.010 - 9.04.017 Need to exclude N. Powell Parkway from “… shall not be
within 1,200 feet of a designated Master Thoroughfare Plan highway.”
• §9.04.041 (h) Need to add a note about projections and rooftop patios being
prohibited within the stepback
• §9.04.045 (h)(2) Add language: Any protected tree as defined in Article 9.07
(Tree Preservation) preserved on site…
• §9.04.045(2)(C) Add exception for the tree requirement at the end of a parking
row. Trees at the end of parking rows are exempt when required parking is
greater than 100 spaces and:
o (1) A row ending in ADA parking spaces are separated from the
building by a fire lane; or
o (2) Where necessary easements prohibit a tree.
• §9.04.045 (3)(B) Need to add the language from the sign regulations about the
“enhanced landscaping” for the 600 square feet at the intersection.
• §9.04.046? or 9.04.033? Create setback and/or fencing requirements for
playgrounds.
• §9.04.050 – Table 37 Remove mail for Text Amendment but add mailing
requirement for zoning cases that result in creating legal non-conformities (2024
legislative change)
• §9.04.074 Change BOA to a 7 member board rather than 5 member board plus
two alternates.
• In the 2023 update, only restaurants have stacking requirements. Recommend
adding stacking requirement back in for Retail, Financial Institutions, etc.
This would be scheduled for the September 3, 2025 Planning & Zoning Commission
and September 23, 2025 City Council meeting.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Neighborly.
ATTACHMENTS:
Item No. 7.e.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Muhamad Madhat
Joseph Cotton
AGENDA ITEM:
Consider/Discuss/Action to enter into an Agreement with HUITT ZOLLARS in an
amount not to exceed $1,172,900 to provide Engineering design services for the
expansion of Rosamond Parkway in the City of Anna, Texas. (CIP Manager Muhamad
Madhat).
SUMMARY:
This project consists of the preparation of construction plans, details, and bidding
documents for the construction expansion of W Rosamond Parkway from a two-lane
configuration to a proposed four-lane divided concrete section. The project length of W
Rosamond Parkway is approximately 1.35 miles and runs from approximately 350 feet
east of the Buddy Hayes Blvd. to Langdon Drive.
FINANCIAL IMPACT:
Funding for engineering and design services for Rosamond Parkway will be
appropriated in the FY2026 Community Investment Program budget in the amount of
$1,172,900 million from the Roadway Impact Fee Service Area 1 Fund.
BACKGROUND:
Neighbors have reached out to City staff with concerns regarding access and traffic
congestion around their neighborhoods. Rosamond Parkway is illustrated in the CoA
Master Thoroughfare Plan as a Major Arterial Road, which is a four-lane divided
concrete section east of Buddy Hayes Blvd. to Langdon Drive. If this project is
approved, these roadway improvements will decrease traffic congestion on Rosamond
Parkway. Additionally, this construction will make pedestrian traffic across Rosamond
easier for neighbors walking to school and between the parks.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Resilient and Neighborly.
ATTACHMENTS:
1. Resolution - Authorizing City Manager to Executute an Agreement for
Professional Services with HU
2. 2025 08 15 _Rosamond Parkway Proposal
CITY OF ANNA, TEXAS
, the expansion of Rosamond Parkway project is listed as a capital
improvement project in the City of Anna’s Master Thoroughfare Plan; and,
, the continued growth of the City of Anna requires continuous improvements
to the City’s public roadways; and,
, HUITT ZOLLARS to design this project which consists of the preparation of
construction plans, details, and bidding documents for the construction extension of W
Rosamond Parkway from a two-lane configuration to a proposed four-lane divided
concrete section. The project length of W Rosamond Parkway is approximately 1.35 miles
and runs from approximately 350 feet east of the Buddy Hayes Blvd. to Langdon Drive.
Section 1. Recitals Incorporated
The recitals above are incorporated herein as if set forth in full for all purposes.
Section 2. Authorization of Payment and Funding.
The City Council of the City of Anna, Texas, authorizes the City Manager to execute an
agreement for professional services with HUITT ZOLLARS. in the amount of $1,172,900
for the design of Rosamond Parkway.
The funding for this project shall come from the Area 1 Roadway Impact Fee fund.
PASSED AND APPROVED by the City Council of the City of Anna, Texas on this ___
day of August 2025.
August 15, 2025
Mr. Muhamad Madhat
CIP Manager – City of Anna
120 W. 7th Street
Anna, Texas 75409
RE: Proposed Engineering Design Services
Rosamond Parkway, Buddy Hayes Blvd. to Langdon Drive
Dear Mr. Madhat:
Huitt-Zollars, Inc. appreciates the opportunity to provide Engineering design services for the
referenced project. Our proposal is based upon the attached scope of services as shown on
Exhibit “A.”
BASIC SERVICES
Conceptual Design 30% $ 175,000 Lump Sum
Preliminary Design 60% $ 189,600 Lump Sum
Pre-Final Design 90% $ 200,900 Lump Sum
Final Design 100% $ 52,500 Lump Sum
Bidding Services $ 15,000 Lump Sum
Construction Administration $ 95,000 Lump Sum
Sub-Total Basic Services $ 728,000 Lump Sum
SPECIAL SERVICES
Field Surveying $ 48,300 Lump Sum
Geotechnical Investigation $ 15,200 Lump Sum
Subsurface Utility Engineering $ 124,600 Lump Sum
Traffic Signal Warrant Study $ 19,900 Lump Sum
Traffic Signal Design $ 86,600 Lump Sum
Pedestrian Hybrid Beacon Signal Design $ 35,300 Lump Sum
Landscape/Irrigation Design $ 42,200 Lump Sum
Lighting Design $ 59,300 Lump Sum
DART/DGNO Coordination $ 5,000 Lump Sum
Reimbursable Expenses $ 8,500 Lump Sum
Sub-Total Special Services $ 444,900 Lump Sum
TOTAL $1,172,900 Lump Sum
Should you have any questions please feel free to contact us.
Sincerely
Huitt-Zollars, Inc.
John Ho, P.E., F.NSPE
Vice President
Eddie Reyes, P.E.,CCM, ENV SP
Sr. Associate
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ATTACHMENT “A”
SCOPE OF SERVICES
W Rosamond Parkway – Street and Drainage Improvements
Anna, Texas
I. Project Definition
This project consists of the preparation of construction plans, details, and bidding
documents for the construction of W Rosamond Parkway from a two-lane configuration to a
proposed four-lane divided concrete section. The project length of W Rosamond Parkway is
approximately 1.35 miles and runs from approximately 350 feet east of the Buddy Hayes
Blvd. to Langdon Drive. The proposed improvements are generally shown on Attachment
“B” – Project Location Map.
Three (3) hard copies, one (1) electronic copy of plan sets and bidding documents will be
produced under this contract. Interim submittals will be provided electronically, and reviews
will be completed through Bluebeam. Professional services included in this contract are
field surveying to locate the existing right-of-way and obtain topographic information for the
design, geotechnical investigation, subsurface utility engineering (SUE), paving design,
drainage design, traffic signal design for two unsignalized intersections, landscape design,
lighting design, preparation of bidding documents, submittal of plans to TDLR for review and
approval, construction cost estimates, franchise utility coordination, and limited construction
phase services.
II. Basic Services
A. Conceptual Design 30%
1. Perform records research in an effort to determine the existing right-of-way and size, type,
location and description of existing public and franchise utility lines. Review "As-Built"
drawings and other pertinent data in the vicinity of the project.
2. Site visit to identify and photograph physical elements that will affect the design process.
3. Conceptual Design Development
a. Roadway Design
i. Project set up
ii. Alignment and profile creation
iii. Utility conflict analysis and evaluation of existing conditions
4. Prepare a 30% schematic roadway plan and profile roll plot, including the following:
i. Horizontal / Vertical Alignment
ii. Typical Sections
iii. Plan / Profile
iv. Preliminary Cross Sections (every 50’ and at driveways)
5. Submit a pdf copy of the 30% Conceptual Design plans to the City for review and
comment.
6. Submit a pdf copy of the 30% Conceptual Design plans to the Franchise Utilities for review
and comment. The City of Anna will provide franchise utility contacts.
3
7. Hold monthly progress meetings with City via teams.
8. Submit updated project schedule.
B. Preliminary Design 60%
1. Meet with the City to receive review comments on the 30% Conceptual Design prior to
proceeding with the production of the 60% Preliminary Design.
2. Prepare preliminary construction plans on 22" x 34" sheets with a scale of 1" = 20'
horizontal and 1" = 5' vertical, except as noted, for the following:
• Cover Sheet
• General Notes
• Horizontal Control Plan
• Demolition Plans
• Typical Paving Sections
• Paving Plans / Profiles
• Proposed Grading Layouts at major street intersections (Harlow Blvd, Judith Ann
Lane, Ferguson Pkwy, W Crossing Blvd)
• Drainage Area Map and Calculation Sheets (Scale: 1" = 100')
• Storm Drain Plans / Profiles
• Traffic Sequencing Plans
• Erosion Control Plans
• Signage / Striping Plans
• Intersection Signalization Plans / Details (for intersections with Buddy Hayes Blvd. and
W Crossing Blvd)
• Pedestrian Hybrid Beacon Plans / Details (at Mossy Lake Lane)
• Roadway Cross-Sections
i. Cross-Sections to be prepared every 50’ and at driveways
• Landscape / Irrigation Plans
• Lighting Plans / Details
3. Prepare an opinion of probable construction costs utilizing the preliminary design.
4. Submit a pdf copy of the 60% Preliminary Design plans to the Franchise Utilities for review
and comment. The City of Anna will provide franchise utility contacts.
5. Hold monthly progress meetings with City via teams.
6. Submit a pdf copy of the 60% Preliminary Design to the City for review and comment.
7. Submit updated project schedule.
C. Pre-Final Design 90%
2. Meet with the City to receive review comments on the 60% Preliminary Design prior to
proceeding with the production of the 90% Pre-Final Design.
3. Prepare preliminary construction plans on 22" x 34" sheets with a scale of 1" = 20'
horizontal and 1" = 5' vertical, except as noted, for the following:
• Cover Sheet
• General Notes
• Horizontal Control Plan
4
• Demolition Plans
• Typical Paving Sections
• Paving Plans / Profiles
• Proposed Grading Layouts at major street intersections (Harlow Blvd, Judith Ann
Lane, Ferguson Pkwy, W Crossing Blvd)
• Drainage Area Map and Calculation Sheets (Scale: 1" = 100')
• Storm Drain Plans / Profiles
• Traffic Sequencing Plans
• Erosion Control Plans
• Signage / Striping Plans
• Intersection Signalization Plans / Details
• Pedestrian Hybrid Beacon Plans / Details
• Roadway Cross-Sections
i. Cross-Sections to be prepared every 50’ and at driveways
• Landscape / Irrigation Plans
• Lighting Plans
4. Develop preliminary bidding and contract documents. City will furnish a boilerplate that
Huitt-Zollars shall be responsible for filling out. Huitt-Zollars shall prepare any special
specifications for items that are not addressed in the NCTCOG Specifications or that need
to be revised to accommodate project specific constraints.
5. Prepare an opinion of probable construction costs utilizing the 90% Preliminary Design.
6. Submit a pdf copy of the 90% Pre-Final Design plans to the Franchise Utilities for review
and comment. The City of Anna will provide franchise utility contacts.
7. Hold monthly progress meetings with City and Franchise Utility companies via teams.
8. Submit a pdf copy of the 90% Pre-Final Design to the City for review and comment.
9. Submit updated project schedule.
10. Submit one (1) set of plans to TDLR for project registration, review, and approval of the
pedestrian related elements of the project. City to reimburse Engineer for TDLR plan
review fees.
D. Final Design 100%
1. Meet with the City to receive review comments on the 90% Pre-Final Design prior to
proceeding with the production of the 100% Final Design.
2. Prepare final construction plans on 22" x 34" sheets with a scale of 1" = 20' horizontal and
1" = 5' vertical, except as noted, for the following:
• Cover Sheet
• General Notes
• Horizontal Control Plan
• Demolition Plans
• Typical Paving Sections
• Paving Plans / Profiles and Details
• Proposed Grading Layouts at major street intersections (Harlow Blvd, Ruby Jewel Lane,
Ferguson Pkwy, W Crossing Blvd)
• Drainage Area Map and Calculation Sheets (Scale: 1" = 100')
• Storm Drain Plans / Profiles
5
• Traffic Sequencing Plans
• Erosion Control Plans
• Signage / Striping Plans
• Intersection Signalization Plans / Details
• Roadway Cross-Sections
i. Cross-Sections to be prepared every 50’ and at driveways
• Landscape / Irrigation Plans
• Lighting Plans
3. Submit a pdf copy of the Final Design plans to the Franchise Utilities for review and
comment. The City of Anna will provide franchise utility contacts.
4. Hold monthly progress meetings with City and Franchise Utility companies via teams.
5. Prepare final Bidding and Contract Documents.
6. Prepare a final Opinion of Probable Construction Costs.
7. Submit a pdf set of the Final Design to the City for approval.
8. Complete the Final Design to reflect final review comments.
E. Bidding Services
1. Prepare a pdf copy of the signed & sealed final plans, specifications and bid documents
for distribution to plan houses and potential bidders.
2. Attend pre-bid conference.
3. Answer bidder questions and prepare necessary addenda as requested by the City.
4. Attend bid opening.
5. Prepare bid tabulation, evaluate bidder references, and make contractor recommendation.
6. Prepare and issue Conformed Documents, incorporating all addenda, to be used for
contract execution.
7. CAD files will be submitted to chosen contractor if requested.
F. Construction Administration
1. Assist the City in conducting a pre-construction conference.
2. Attend up to Thirty (30) on site construction observations (assumed 15 months of
construction duration).
3. Review monthly pay application.
4. Review submittals and shop drawings as submitted by the Contractor.
5. Answer questions from the Contractor submitted through the City during construction.
6. Participate with the City and Contractor in conducting a final walk through.
7. Upon completion of the Work, the Engineer shall compile for and deliver to the City one
(1) reproducible set of Record Documents based upon the marked-up record construction
drawings, addenda, furnished by the City / Contractor. These Record Documents will
show changes made during construction. Because these Record Documents are based
on unverified information provided by other parties, which the Engineer shall assume to
be reliable; the Engineer cannot and does not warrant their accuracy. The Record
Documents will contain the following warning: “These Record Documents have been
prepared based on information provided by others. The Engineer has not verified the
accuracy and/or completeness of this information and shall not be responsible for any
errors or omissions that may be incorporated as a result of erroneous information provided
by others.” Electronic pdfs and CAD files will also be provided.
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III. Special Services
A. Field Surveying
Engineer will provide the following services.
Project Control
• Set and establish four (4) primary control points, two (2) at each end of the project.
• Set and establish secondary control every 1,000 feet along the project corridor and
outside of future construction limits.
• Prepare Survey Control Index Sheets
Approximate Right-of-Way Delineation
• Review and analyze available GIS data, plats, and right-of-way information. Locate
property corner markers, fences, and/or other items in order to construct the existing
right-of-way.
• Gather ownership information for properties along the project limits.
• Prepare base map with approximate right-of-way delineation.
Topographical Survey
• The topographic survey will include the entire corridor and intersections from ROW to
ROW including 150 feet beyond the curb returns in each direction.
• Collect ground elevations to produce 1-foot contour intervals and 100-foot cross
section intervals along tangents and 50-foot intervals along curves.
• Collect location of any site features; curb/ gutter, edge of pavement, driveways,
sidewalks, drainage structures (noting size and flowline elevation), walls, and
top/bottom slopes/banks.
• Collect location of visible above ground utility features, hydrants, valves, poles,
markers, traffic signs, storm manhole lid elevation and invert elevation with pipe
direction where accessible.
• Trees six (6) inches or greater within the existing right-of-way.
The following assumptions were made.
• The project site will be cleared of construction and mowed at the time of survey.
• Right of Entry and access to any private properties is not required to perform the services
described herein.
• Texas 811 (an underground utility locator service) will be utilized for marking public
underground utilities within the specified limits. The locator service will not locate private
underground utilities. The information provided will be for horizontal location only; no
vertical location will be provided. The collection of the Texas 811 markings is not to be
considered SUE as defined by the American Society of Civil Engineers, ASCE CI, 38-02
publication governing SUE services.
• No significant discrepancies will be found while delineating the approximate right-of-way
line. Supplemental work to rectify or validate any prior surveys is not within this scope.
• A boundary survey is not within this scope. The existing right-of-way will be delineated
from accessible monumentation / property corners and field evidence at the time of survey.
• Horizontal control will be based upon Texas Coordinate System, North Central Zone,
NAD83 utilizing GPS observations, grid values.
• Vertical control will be based upon NAVD 88 datum utilizing GPS observations.
7
B. Geotechnical Investigation
The objective of this geotechnical investigation will be to obtain subsurface data and
develop pavement and pavement subgrade recommendations for the roadway
expansion. All services provided will be performed in accordance with and limited to those
generally accepted engineering standards prevailing at the time and in the area where the
work is performed.
Field Services
Our Subconsultant proposes to drill a total of thirteen (13) borings across the site. The
borings will be drilled within the proposed roadway expansion to depths of about 10 feet, or
to the top of competent bedrock, whichever occurs first, at a spacing of about 500 feet.
The borings will be drilled and sampled using a truck-mounted drilling rig. Conventional tube
or split-barrel (standard penetration test) samples will be collected as appropriate for the
soils encountered. The recovered subsurface samples will be preserved and labeled as to
the appropriate boring number and depth in the field. These materials will later be described
in further detail in the laboratory. Groundwater, if observed, will be recorded during and at
the completion of drilling. Borings will be backfilled with on-site cuttings to near surface
grade. Backfilled borings should be expected to settle over time and should be monitored.
Laboratory Services
Selected laboratory testing of the recovered samples will be performed to evaluate soil
index, volume change, and strength properties of the subsurface materials, and to provide
data for analysis. These tests may include but may not be limited to the following:
• Moisture content
• Atterberg limits
• Percent passing No. 200 mesh sieve
• Overburden swell
• Soluble sulfates
• pH-Lime Series
Samples will be retained for 30 days after submission.
Engineering Analysis and Report
Data obtained from the field investigation and laboratory tests will be presented in a
geotechnical data report. Information to be provided includes the following:
• A plan sheet indicating the approximate location of each boring.
• A log of each boring with the boring number, depth of each stratum, material
description, soil classification with laboratory test results, and groundwater
information.
• A discussion of subsurface soil and groundwater conditions.
• A brief discussion of the site geology.
• Estimates of soil movement related to settlement and expansive soils (if present).
8
• Outline of the engineering properties of the natural soils present, and any existing fill,
if encountered
• Pavement and pavement subgrade recommandations.
• Electronic copy of the report.
C. Subsurface Utility Engineering
Engineer will contract with a Subsurface Utility Engineering (SUE) Subconsultant to provide
the following services:
1. Quality Level D (Records Research) – The SUE subconsultant will conduct utility
records research to assist in identifying utility owners that may have facilities on, or be
affected by, the project. Applicable utility owner records will be collected. Designating
staff will review records for indications of additional available records, duplicate
information, and a need for clarifications by utility owners.
2. Quality Level C (Incorporate above ground features) - Identifying surface features on
the topographic plan and ground surface that are surface appurtenances of existing
subsurface utilities. If records and features do not agree, further record review and
field reconnaissance will be undertaken to resolve discrepancies. Work will
incorporate Quality Level D findings.
3. Quality Level B (Designating and Marking) - Quality Level “B” SUE - The SUE
subconsultant will perform the SUE work in accordance with the Construction Institute
(CI)/American Society of Civil Engineers (ASCE) Standard 38-22, Standard Guideline
for Investigating and Documenting Existing Utilities. This document is the standard
upon which SUE is conducted, defining the service as:
A branch of engineering practice that involves managing certain risks associated
with: utility mapping at appropriate quality levels, utility coordination, utility relocation
design and coordination, utility condition assessment, communication of utility data to
certain parties, utility relocation cost estimates, implementation of utility
accommodation policies, and utility design.
4. The SUE subconsultant will utilize the suite of geophysical equipment in each vehicle
to attempt to designate the utilities identified in the Project Description within the
area(s) of interest. Quality Level B services for this project include:
a. Utilizing normal traffic control, including standard placement of traffic cones,
freestanding warning signage and vehicle-mounted traffic directional sign.
b. Designating and marking underground utilities within the project limits using an
appropriate suite of surface geophysical methods. Typical equipment utilized
includes:
i. Radiodetection - RD8100 and Metrotech Vivax VM 810 & vLocML Cable
and Pipe Locator
ii. GPR - Single and/or Dual Frequency
iii. Magnetic locators
iv. Rodders, Sondes (transmitters) and Receivers for non-conductive utility
detection
c. Marking the utilities at maximum 50-foot intervals and at changes in direction.
9
d. Marking each utility run with the appropriate surveying code and number for each
mark. This will be noted on the field sketch for use by the surveyor and quality
control staff.
e. Surveying markings that indicate the presence of a utility. Horizontal data will be
held to the accuracies and precision dictated by the project’s survey control.
f. Plotting survey data on base plans provided by client using AutoCAD.
g. Providing a deliverable in CAD and PDF format including engineering drawing(s)
shown in plan view using the approved color codes for found utilities in accordance
with CI/ASCE Standard 38-22.
D. Traffic Signal Warrant Study
Traffic engineering services to provide a signal warrant study for the Buddy Hayes Blvd. and
W Crossing Blvd. intersections. The traffic signal warrant study will include the following
tasks:
• Examine available traffic counts and accident reports for the intersections.
• Collect 24-hour bi-directional traffic counts (four (4) locations per intersection) for all
approaches, including pedestrian, bike, and vehicle classifications.
• Analyze the collected data as per the TxMUTCD - Traffic Signal Warrant criteria.
• Create Synchro Models for the intersections.
• Perform sight distance analysis for intersections.
• Prepare a report detailing the results of the warrant analysis.
• Prepare the required exhibits for the report.
• Furnish the City with one (1) electronic copy of the report.
E. Traffic Signal Design
The work consists of the traffic engineering design and agency coordination required for the
design of two (2) new traffic signals(for the Buddy Hayes Blvd. and W Crossing Blvd.
intersections). Traffic signal design will include the survey as outlined above.
The design will include traffic signal poles and mast arms, pedestrian signal poles,
foundations, vehicle detection, traffic signal cabinet, conduit, ground boxes, cabling, and
intercommunication conduits and cables to the next signal. Proposed power source location
will be coordinated. Reasonable efforts will be made during the design to avoid conflicts
with existing utilities. New traffic signage and roadway striping will be designed for the
approaches to the traffic signal. All typical signal features will be included in the design such
as video detection, accessible pedestrian buttons, LED signal heads, pedestrian countdown
heads, and preparations for audible pedestrian signals (APS). Enhanced pedestrian safety
at the intersections including sidewalks and ADA ramps will also be included. Plan sheets
will be prepared according to the City’s and TxDOT’s standard format, including:
1) Existing conditions including:
a) All existing street signage and pavement markings.
b) All utility lines including traffic signal conduit.
c) Parkway and roadway structures.
d) Demolition and Removal
2) Traffic Signal Plan including:
a) Proposed traffic signal layout
10
b) Proposed underground conduit layout
c) Conduit and Cable Run Schedule
d) Phasing diagram
e) Pole schedule table
f) Signal Head schedule
g) Ground Box schedule
h) Cable schedule for poles, vehicle detection systems, push buttons, signal heads &
countdown pedestrian heads
i) Total Estimated Quantities table
j) Traffic Signal General Notes
3) Traffic Standards
Technical specifications will be prepared in order to procure the appropriate materials from
the bidders or subcontractors. These specifications will incorporate references from the City
where appropriate.
F. Pedestrian Hybrid Beacon Signal Design
The design of Pedestrian Hybrid Beacon (PHB) signals will be developed for one location, at
Mossy Lake Lane. The work will include traffic signal poles and mast arms, pedestrian signal
poles (if needed), foundations, traffic signal cabinet, conduit, ground boxes, cabling, APS
integrated push buttons, countdown pedestrian signals, and intercommunication conduits
and cables to adjacent signals (if needed). It is assumed that the PHBs will be hardwired;
therefore, the proposed power source location will be coordinated. Reasonable efforts will
be made during the design to avoid conflicts with existing utilities. New traffic signage for the
midblock crossing will be included in the design plans. A plan sheet will be prepared
according to the City’s standard format to include:
1) Existing conditions:
a) Existing street signage and pavement markings
b) Utility lines including traffic signal conduit
c) Parkway and roadway structures
2) Design of PHBs:
a) Proposed PHB signal layout
b) Proposed underground conduit layout
c) Conduit wiring
d) Pole wiring for PHB signals, APS integrated push buttons, and countdown pedestrian
signals
e) Traffic Signal General Notes
Traffic standards and details will also be included for the proposed PHB. An opinion of
probable construction cost (OPCC) and technical specifications will be prepared. These
specifications will incorporate references from the City where appropriate. Construction
phase services will include reviewing submittals, answering RFIs, and attending up to four 1-
hour meetings.
11
G. Landscape / Irrigation Design
Huitt-Zollars will prepare a landscape concept plan and cost estimate for the Rosamond
Parkway Extension and Widening Project along Rosamond Parkway from Buddy Hayes
Boulevard to Langdon Drive. The landscape concept plan will be based only on new
landscape medians and existing, non-landscaped right-of-way throughout the project limits
described above.
The landscape concept will evaluate and propose:
Shade tree plantings and turf only, where feasible, along approximately 8,070 linear
foot of roadway medians and non-landscaped existing right-of-way along
Rosamond Parkway.
The landscape concept plan will be comprised of a series of plan sketches and drawings for
the areas described above along with sections, elevations and illustrative perspectives, as
needed. The landscape concept plan will be in full color, labeled to describe the design
intent and with a full plant listing including common and botanical names, proposed size,
type, height and widths of the material. Cost estimates for landscape and irrigation
improvements for the scope area described above will be included within this scope of
services. We will attend a concept design review meeting to present the project, confirm
project requirements and receive approval to proceed to 60% design development
documentation.
Upon completion and approval of the landscape concept, HZ will prepare landscape and
irrigation design development plans at an approximate 60% completion. We will attend a
design development review meeting at 60% completion to present the project, confirm
project requirements and receive approval to proceed to 90% construction documentation.
We will provide an updated estimate of probable landscape and irrigation construction cost.
Upon completion and approval of the landscape design development plans, HZ will prepare
landscape, and irrigation plans and construction specifications at an approximate 90%
completion. Landscape and irrigation documents will include dimensional control plans,
planting layout plans, and material callout plans at a minimum 1”=20’ scale. Landscape and
irrigation details will be developed for features of the project to a level adequate to
communicate design intent to a contractor. Documents will also include planting plans and
planting lists to include common name and botanical name, size, shape, and quantity of
material, irrigation plans, irrigation control, and planting and irrigation details for proper
installation of materials. We will attend a construction document review meeting at 90%
completion to present the project, confirm project requirements and receive approval to
finalize the documents for bidding and construction. We will provide an updated estimate of
probable landscape and irrigation construction cost.
Upon completion and approval of the 90% landscape and irrigation design, we will finalize
the landscape, irrigation and construction specifications to 100% construction documents,
construction specifications, and updated cost estimate.
12
H. Lighting Design
Huitt-Zollars will prepare lighting plans. The scope of work for the lighting design shall
include the following tasks:
1. Review of Codes and Standards: Conduct a thorough review of all applicable lighting
codes and standards, including those set forth by the City and the Texas Department
of Transportation (TxDOT), to ensure compliance with regulatory requirements.
2. Product Research and Coordination: Research lighting products suitable for the
project, ensuring alignment with City standards and coordinating with relevant
stakeholders to confirm compatibility and performance.
3. Photometric and Electrical Analysis: Perform photometric analysis to evaluate light
distribution and intensity, and conduct voltage drop calculations to ensure efficient and
reliable electrical performance.
4. Interdisciplinary Coordination: Coordinate with roadway pavement, utilities, signals,
and landscaping design teams and electrical provider to integrate lighting design
seamlessly with other project components.
5. Plan and Document Preparation: Prepare comprehensive roadway lighting plans,
schedules, and details to clearly communicate design intent and specifications.
6. Technical Specifications: Develop detailed technical specifications for all lighting
components and systems to guide procurement and installation.
7. Cost Estimation: Prepare an Opinion of Probable Construction Cost (OPCC) for the
lighting design, providing a detailed breakdown of anticipated expenses.
I. DART / DGNO Coordination
It is our understanding that DGNO operates freight trains along the existing at grade rail
crossing at Rosamond just east of SH 5. The rail right-of-way is owned by DART. The
proximity of this rail to SH 5 is critical to the construction of SH 5 and the future extension of
Rosamond to the east. Huitt-Zollars plans to:
• meet with DART and DGNO to discuss future improvements and extension
• provide findings and requirements by DART / DGNO to accommodate future
improvements
• this scope does not include any applications, survey, designs and any out of town
meetings and traveling
J. Reimbursable Expenses
Reimbursable expenses accrued through printing as described in the Basic Services,
printing fees, mileage, delivery fees, TDLR fees, and other out-of-pocket expenses, shall be
reimbursed at cost plus 10% upon receipt of an invoice from Engineer.
13
IV. EXCLUSIONS
The intent of the scope is to include only the services specifically listed above and none
others. Services specifically excluded from this Scope of Services include, but are not
limited to the following:
1. Arborist Services – including tree inventory, tree health survey, tree removal or
preservation recommendations, and tree protection recommendations.
2. Right-of-Way Strip Map.
3. New right-of-way and/or easement documents.
4. Trench excavation safety plan.
5. Water and / or Wastewater Plans.
6. Detailed traffic control and detouring plans in accordance with TxMUTCD.
7. Daily construction staking for the Contractor throughout the duration of construction.
8. Post-Construction Surveying.
9. Construction staking and re-staking of horizontal and vertical control knocked out during
construction.
10. Surveying to determine final quantities to be used in the final pay estimate.
11. Storm Water Pollution Prevention Plan (SWPPP).
12. Jurisdictional Waters and Wetlands Assessment and Delineation.
13. Mitigation design efforts for waters, wetlands and habitat areas.
14. Mitigation for tree loss within and outside the ROW.
15. USACE 404 Permitting.
16. Letters of Map Revision (LOMR, CLOMR).
17. Historical and archeological investigation.
18. Material testing during construction.
19. Level A Subsurface Utility Engineering
20. Off-site drainage improvements or assessments.
Conforming to the Terms and Conditions as set in the Master Agreement for
professional services between the City of Anna and Huitt-Zollars, Inc. dated on July 27,
2021.
CITY:
City of Anna Texas,
By: ________________________
Marc Marchand
Acting City Manager
CONSULTANT:
Huitt-Zollars, Inc.
a Texas Corporation
By: ______________________________
Francis J. Wall
Senior Vice President
END SCOPE OF SERVICES
14
ATTACHMENT “B”
PROJ. NO.DATE SHEETAPPR.DRAWNDESIGN SCALE
HZ HZ HZHZ 2025
JULY
CITY OF ANNA
ROSAMOND PARKWAY
1:300 EX. 1N/A
Firm No. F-761
DALLAS, TEXAS 75240-2601
SUITE 1500,
5430 LBJ FREEWAY,
HUITT~ZOLLARS, INC.
PROPOSED ROADWAY
FERGUSON PKW
Y
FUTURE
ANNA HIGH SCHOOL
W
CROSSING BLVD
FUTURE PHASE
THE WOODS AT LINDSEY PLACE
FUTURE PHASE
THE WOODS AT LINDSEY PLACE
SHADOWBEND - PHASE 2
PHASE 1
THE WOODS AT LINDSEY PLACE
W ROSAMOND PKWY
BUDDY HAYES BLVD
LANGDON DRIVE
IMPROVEMENTS
ROADWAY
IMPROVEMENTS
SIDEWALK
Horizontal Scale: 1" = 300'
300'600'0'
HARLOW
BLVD
JUDITH ANN ST
BY DEVELOPERS
IMPROVEMENTS
ROADWAY
Item No. 7.f.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
First Reading of a Resolution approving a project of the Anna Community Development
Corporation authorizing an expenditure not to exceed $250,000 from the Anna
Community Development Corporation to the Anna Economic Development Corporation
for certain projects. (Director of Economic Development Joey Grisham)
SUMMARY:
Two readings of the Resolution are required prior to authorization of the CDC
expenditure. The Resolution is included in the proceeding item authorizing the
expenditure of funds from the CDC to the EDC. The CDC Board approved the
expenditure of funds not to exceed $250,000 on August 7, 2025. This is the first reading
of the Resolution. The presiding officer should read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING
THE EXPENDITURE NOT TO EXCEED $250,000 FROM THE ANNA COMMUNITY
DEVELOPMENT CORPORATION TO THE ANNA ECONOMIC DEVELOPMENT
CORPORATION FOR CERTAIN PROJECTS; AND PROVIDING AN EFFECTIVE
DATE.
FINANCIAL IMPACT:
See item 7.h.
BACKGROUND:
See item 7.h.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
Item No. 7.g.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Second Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $250,000 from the
Anna Community Development Corporation to the Anna Economic Development
Corporation for certain projects. (Director of Economic Development Joey Grisham)
SUMMARY:
Two readings of the Resolution are required prior to authorization of the CDC
expenditure. The Resolution is included in the proceeding item authorizing the
expenditure of funds from the CDC to the EDC. The CDC Board approved the
expenditure of funds not to exceed $250,000 on August 7, 2025. This is the second
reading of the Resolution. The presiding officer should read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING
THE EXPENDITURE NOT TO EXCEED $250,000 FROM THE ANNA COMMUNITY
DEVELOPMENT CORPORATION TO THE ANNA ECONOMIC DEVELOPMENT
CORPORATION FOR CERTAIN PROJECTS; AND PROVIDING AN EFFECTIVE
DATE.
FINANCIAL IMPACT:
See item 7.h.
BACKGROUND:
See item 7.h.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
Item No. 7.h.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Action a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $250,000 from the
Anna Community Development Corporation to the Anna Economic Development
Corporation for certain projects. (Director of Economic Development Joey Grisham)
SUMMARY:
In 2023, the Anna Community Development Corporation (CDC) approved a Resolution
authorizing the execution of an agreement for Land Transfer and Economic
Development Projects related to the sale of the CDC-owned Inc-Cube building. This
agreement outlined specific obligations and responsibilities, intended to further the
economic development goals of the City of Anna.
At that time, the CDC also expressed its intent to provide a monetary contribution of
$250,000 to the EDC upon successful fulfillment of the agreement's terms. This
payment was considered a partnership investment to support broader economic
development initiatives.
Given the original intent to issue a $250,000 payment to the EDC, staff is seeking City
Council confirmation and authorization to proceed with disbursement. The funds are
available within the current fiscal year budget and this payment remains consistent with
the CDC’s mission to support strategic economic development partnerships.
FINANCIAL IMPACT:
The amount of $250,000 will be transfered from the CDC to the EDC.
BACKGROUND:
At the August 7,2025, CDC/EDC Joint Board Meeting, the CDC approved a Resolution
authoring the transfer of funds from the Community Development Corporation to the
Economic Development Corporation in an amount not to exceed $250,000 for certain
projects.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
1. Council Resolution - CDC Transfer of Funds to EDC $250k
2. 2025-08-9 CDC Resolution - Transfer of 250K from CDC to EDC - IncCube
(Signed)
CITY OF ANNA
the City Council of the City of Anna, Texas (the “City Council”) recognizes
that on August 7, 2025, the Anna Community Development Corporation (“CDC”) passed
a resolution approving and authorizing the transfer of $250,000 to the Anna Economic
Development Corporation for land transfer and economic development projects; and
on October 5, 2023, the Anna Community Development Corporation (the
“CDC”) approved Resolution 10-05-023-01 to execute the Agreement for Land Transfer
and Economic Development Projects (the “Agreement”); and
the CDC desired to provide a monetary payment to the Anna Economic
Development Corporation (the “EDC”) in the amount of $250,000 once the obligations
and responsibilities of the Agreement were met; and
the CDC Board of Directors found that the Agreement would promote new
or expanded business development in the City of Anna, Texas; and
the City Council has determined that said transfer project should be
approved;
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authority to execute the transfer of CDC funds to the EDC as agreed
upon by execution of the Agreement for Land Transfer and Economic
Development Projects signed in 2023
The City Council hereby approves the transfer of $250,000 from the CDC to the EDC for
payment to transfer ownership of the land of real property to the CDC as approved by
the CDC on August 7, 2025, and approves the use those funds by the EDC solely for
expenditures for projects specified in the Agreement.
PASSED by the City Council of the City of Anna, Texas, on this 26th day of August
2025.
Item No. 7.i.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
First Reading of a Resolution approving a project of the Anna Community Development
Corporation authorizing an expenditure not to exceed $75,000 in support of the City of
Anna's application of the Texas Community Development Block Grant - Community
Development Fund Program. (Director of Economic Development Joey Grisham)
SUMMARY:
Two readings of the Resolution are required prior to authorization of the CDC
expenditure. The Resolution is included in the proceeding item authorizing the
expenditure of funds from the CDC to the City of Anna. The CDC Board approved the
expenditure of funds not to exceed $75,000 on August 7, 2025. This is the first reading
of the Resolution. The presiding officer should read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING
THE EXPENDITURE NOT TO EXCEED $75,000 FROM THE ANNA COMMUNITY
DEVELOPMENT CORPORATION TO THE CITY OF ANNA IN SUPPORT OF THE
CITY OF ANNA'S APPLICATION TO THE TEXAS CDBG PROGRAM; AND
PROVIDING AN EFFECTIVE DATE.
FINANCIAL IMPACT:
See item 7.k.
BACKGROUND:
See item 7.k.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
Item No. 7.j.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Second Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $75,000 in support
of the City of Anna's application of the Texas Community Development Block Grant -
Community Development Fund Program. (Director of Economic Development Joey
Grisham)
SUMMARY:
Two readings of the Resolution are required prior to authorization of the CDC
expenditure. The Resolution is included in the proceeding item authorizing the
expenditure of funds from the CDC to the City of Anna. The CDC Board approved the
expenditure of funds not to exceed $75,000 on August 7, 2025. This is the second
reading of the Resolution. The presiding officer should read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING
THE EXPENDITURE NOT TO EXCEED $75,000 FROM THE ANNA COMMUNITY
DEVELOPMENT CORPORATION TO THE CITY OF ANNA IN SUPPORT OF THE
CITY OF ANNA'S APPLICATION TO THE TEXAS CDBG PROGRAM; AND
PROVIDING AN EFFECTIVE DATE.
FINANCIAL IMPACT:
See item 7.k.
BACKGROUND:
See item 7.k.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
Item No. 7.k.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Action a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $75,000 in support
of the City of Anna's application of the Texas Community Development Block Grant -
Community Development Fund Program. (Director of Economic Development Joey
Grisham)
SUMMARY:
The City of Anna submitted an application for funding under the Texas CDBG –
Community Development Fund Program. This program, administered by the Texas
Department of Agriculture, provides financial assistance to eligible communities for
infrastructure improvements that benefit low- to moderate-income residents.
As part of its application, the City undertook critical street reconstruction improvements
within designated project areas. Support from local entities, such as the CDC, can
significantly enhance the competitiveness of the grant application by demonstrating
local commitment and leveraging additional funding sources.
FINANCIAL IMPACT:
The amount of $75,000 will be transferred from the Anna Community Development
Corporation to the City of Anna.
BACKGROUND:
At the August 7,2025, CDC/EDC Joint Board Meeting, the CDC approved a Resolution
authoring the transfer of funds from the Community Development Corporation to the
City of Anna in an amount not to exceed $75,000 in support of the City of Anna's
application to the Texas CDBG Program for street reconstruction improvements.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
1. Council Resolution - CDC Transfer of Funds to City $75k (CBDG)
2. 2025-08-8 CDC Resolution - Transfer of 75K from CDC to City - CDBG (Signed)
CITY OF ANNA
the City Council of the City of Anna, Texas (the “City Council”) recognizes
that on August 7, 2025, the Anna Community Development Corporation (“CDC”) passed
a resolution approving and authorizing the expenditure of funds not to exceed $75,000
in support of the City of Anna’s application of the Texas Community Development Block
Grant – Community Development Fund Program for street reconstruction
improvements; and
on February 14, 2023, the City Council of the City of Anna approved
resolution 2023-02-1367 to participate in the Texas Community Block Grant Program;
and
the CDC Board of Directors found that the above-referenced project
involving the transfer of funds to the City of Anna would promote new or expanded
business development in the City of Anna, Texas; and
the City Council has determined that said expenditure should be approved;
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. Authority to execute the transfer of CDC funds to the City of Anna as
agreed upon by execution of the CDBG Grant Application signed in 2023
The City Council hereby approves the transfer of $75,000 from the Anna Community
Development Corporation to the City of Anna as a contribution to the City of Anna’s
participation in the Texas Community Development Block Grant Program as approved
by the CDC on August 7, 2025.
by the City Council of the City of Anna, Texas, on this 26th day of August
2025.
APPROVED:
_____________________________
Mayor, Pete Cain
ATTEST:
________________________________
City Secretary, Carrie Land
Item No. 7.l.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
First Reading of a Resolution approving a project of the Anna Community Development
Corporation authorizing an expenditure not to exceed $100,000 for the demolition of
structures which are located on the downtown CDC-owned properties. (Director of
Economic Development Joey Grisham)
SUMMARY:
Two readings of the Resolution are required prior to authorization of the CDC
expenditure. The Resolution is included in the proceeding item approving an agreement
between the CDC and Hawkins Construction and authorizing the expenditure of funds
for contract services. The CDC Board authorized the expenditure of funds not to exceed
$100,000 on August 7, 2025. This is the first reading of the Resolution. The presiding
officer should read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING
THE EXPENDITURE NOT TO EXCEED $100,000 FROM THE ANNA COMMUNITY
DEVELOPMENT CORPORATION TO HAWKINS CONSTRUCTION FOR CONTRACT
SERVICES; AND PROVIDING AN EFFECTIVE DATE.
FINANCIAL IMPACT:
See item 7.n.
BACKGROUND:
See item 7.n.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
Item No. 7.m.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact:
AGENDA ITEM:
Second Reading of a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $100,000 for the
demolition of structures which are located on the downtown CDC-owned properties.
(Director of Economic Development Joey Grisham)
SUMMARY:
Two readings of the Resolution are required prior to authorization of the CDC
expenditure. The Resolution is included in the proceeding item approving an agreement
between the CDC and Hawkins Construction and authorizing the expenditure of funds
for contract services. The CDC Board authorized the expenditure of funds not to exceed
$100,000 on August 7, 2025. This is the second reading of the Resolution. The
presiding officer should read the following:
A RESOLUTION OF THE CITY OF ANNA, TEXAS RATIFYING AND APPROVING
THE EXPENDITURE NOT TO EXCEED $100,000 FROM THE ANNA COMMUNITY
DEVELOPMENT CORPORATION TO HAWKINS CONSTRUCTION FOR CONTRACT
SERVICES; AND PROVIDING AN EFFECTIVE DATE.
FINANCIAL IMPACT:
See item 7.n.
BACKGROUND:
See item 7.n.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
Item No. 7.n.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Joey Grisham
AGENDA ITEM:
Consider/Discuss/Action a Resolution approving a project of the Anna Community
Development Corporation authorizing an expenditure not to exceed $100,000 for the
demolition of structures which are located on the downtown CDC-owned properties.
(Director of Economic Development Joey Grisham)
SUMMARY:
The Community Development Corporation (CDC) currently owns six properties
strategically located in the downtown core. These properties represent valuable
opportunities for redevelopment that align with the city’s revitalization goals and
economic development strategy.
The presence of these structures significantly hinders the EDC's ability to effectively
market them to potential developers. These structures pose both aesthetic and logistical
challenges and do not meet current development objectives.
In order to make these properties market-ready and attractive for investment, it is
necessary to clear the sites through demolition or removal of all vacant standing
structures.
FINANCIAL IMPACT:
An amount not to exceed $100,000 will be paid to Hawkins Construction for services
provided to the CDC for the demolition of vacant structures located on the downtown
CDC-owned properties.
BACKGROUND:
At the August 7,2025, CDC/EDC Joint Board Meeting, the CDC approved a Resolution
authoring the expenditure of funds from the Community Development Corporation to
Hawkins Construction in an amount not to exceed $100,000 for contract services to
demolish all vacant structures located on the downtown CDC-owned properties.
STRATEGIC CONNECTIONS:
This item supports the City of Anna Strategic Plan, specifically advancing the strategic
outcome area: Vibrant.
ATTACHMENTS:
1. Council Resolution - CDC Agreement with Hawkins Construction
2. 2025-08-10 CDC Resolution - Hawkins Construction (Downtown Demos) (Signed)
CITY OF ANNA
the City Council of the City of Anna, Texas (the “City Council”) recognizes
that on August 7, 2025, the Anna Community Development Corporation (“CDC”) passed
a resolution approving and authorizing an agreement with Hawkins Construction and for
the expenditure of funds for contract service purposes to demolish all vacant structures
located on the downtown CDC-owned properties; and
WHEREAS, the CDC Board of Directors found that the above-referenced project would
promote new or expanded business development in the City of Anna, Texas; and
the City Council has determined that said agreement should be approved;
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Section 2. CDC Agreement Approved
The City Council hereby approves the agreement between the Anna Community
Development Corporation and Hawkins Construction and the expenditure of funds not
to exceed $100,000 for contract service purposes to demolish all vacant structures
located on the downtown CDC-owned properties as approved by the CDC on August 7,
2025.
by the City Council of the City of Anna, Texas, on this 26th day of August
2025.
APPROVED:
_____________________________
Mayor, Pete Cain
ATTEST:
________________________________
City Secretary, Carrie Land
Item No. 7.o.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on a Resolution creating a policy for interviewing and
appointing board members. (City Secretary Carrie Land)
SUMMARY:
The purpose of this policy is to establish a framework aimed at ensuring that the most
suitable candidates are recruited and appointed for service as City of Anna board
members. This policy seeks to assist the council and staff involved in the appointment
process with consistent procedures and standards.
FINANCIAL IMPACT:
This item has no financial impact.
BACKGROUND:
In 2019, the Mayor and City Council changed the procedures for appointing board and
commission members. They had been conducting interviews in a public meeting. The
procedure was changed to appointing a three member Interview Committee.
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
1. Board Appointment Policy Version 2
RESOLUTION NO.___________
the Anna City Council has established boards which offer citizens an
extraordinary opportunity to participate in a city’s governmental affairs. Their activities
have helped to shape or influence public policy in many areas; and,
this policy is to establish a framework aimed at ensuring that the most
suitable candidates are recruited and appointed for service as City of Anna board
members. This policy seeks to assist the Council and staff involved in the appointment
process with consistent procedures and standards.
The Anna City Council hereby adopts the Board Appointment Policy
attached hereto as exhibit “A” and made a part hereof for all purposes.
This resolution shall take effect upon its adoption.
APPROVED:
EXHIBIT “A”
City of Anna
Board Appointment Policy
Introduction. Boards are an established feature of municipal government which offers
citizens an extraordinary opportunity to participate in a city’s government affairs. Their
activities have helped to shape or influence public policy in many areas. Thus, Anna
City Council has established boards, commissions, committees, and corporations that
endeavor to reflect the varied interests of Anna’s citizenry.
Purpose. The purpose of this policy is to establish a framework aimed at ensuring that
the most suitable candidates are recruited and appointed for service as City of Anna
board members. This policy seeks to assist the council and staff involved in the
appointment process with consistent procedures and standards. Applicants are
encouraged to demonstrate a commitment to community engagement and involvement
such as voting in local elections. While voting is a personal right, the City Council may
review an applicant’s local voting history to assess their involvement in the Anna
community.
Applicability. This policy applies to citizens appointed to boards appointed by the Mayor
and City Council. This policy does not govern appointments of Council Members made
by the Mayor or Council, nor does it apply to Council appointments to external boards
outside the City’s purview.
Definitions.
Advisory Boards advise the City Council on the delivery of a service or program.
Board and Board members include members of all City appointed boards, commissions,
committees, and corporations.
Citizen is used to refer to Anna residents who are not members of the City Council or
staff and who meet the minimum qualifications to serve as a City of Anna board member.
Committee is the Council Interview Committee.
Corporations are boards that are established in accordance with the Development
Corporation Act, Chapter 501-505 of the Texas Local Government Code (the ”Act”).
Members should study and fund permissible projects prescribed in the Act.
Quasi-Judicial Boards have rule-making authority.
EXHIBIT “A”
Vacant position is a position considered to appointment for which no citizen is currently
serving, the citizen who was appointed resigned from such position and includes those
positions for which the term is going to expire and positions with upcoming term
expirations where the current board member is seeking reappointment.
Recruitment. Advertising of scheduled vacancies for terms expiring in December will
occur during the annual recruitment process beginning in September of each year. The
period for recruitment will end the second Wednesday of October of each year to ensure
adequate time for the Committee to review, select and interview qualified candidates.
Citizen involvement may be solicited in a variety of ways including, but not limited to:
• Posting of Notice of Official Bulletin Board
• Utility Billing Inserts
• Website Advertisements
• Press Releases
• Social Media Resources
• City E-News
All recruitment efforts will highlight the deadline for application receipt, scheduled dates
of interviews, and expected date of action on appointments by City Council.
Application Process. Application forms shall be made available online at
www.annatexas.gov and in the City Secretary’s Office. The application shall solicit
information about the applicant’s background, including current occupations and
involvement in and knowledge of issues related to the subject of the board to which they
are applying. In addition to the completed application, applicants are encouraged to
submit a short bio or resume. Applicants may apply for more than one board; however,
they are limited to making two board selections.
Incumbents who are eligible and wish to seek another term must reapply in the same
manner as other applicants. Incumbents in good standing may be given priority
consideration for reappointment, though all applicants will be evaluated based on
qualifications and the needs of the board.
Applications are considered current for one year from the submittal date, after which the
applications will be removed from consideration. To be considered in the next recruitment
period, the applicant is required to submit a new application.
EXHIBIT “A”
Eligibility. Each person, at the time of appointment to a board, shall be a current resident
of the City of Anna, a registered voter, and shall have been a resident of the City of Anna
for a period of at least one year. To remain eligible, board members must continuously
maintain requirements to serve in that position throughout their term of office.
Term of Office. Board members serve for a term of two years. Terms are staggered for
all places on each Board. Members appointed for two-year terms are appointed with odd
numbered places expiring in odd years and even numbered places expiring in even years.
All terms expire December 31 of respective year. If appointments are not made prior to
December 31, the board member will continue to serve until appointments are made.
Citizens are appointed to serve on a board at the pleasure of the City Council. The
City Council retains the right to replace any appointed member at any time and for any
reason in accordance with the applicable law. Board members are appointed for a
limited purpose and time, and once the assigned term of office is completed, they are
excused from this appointment unless the City Council appoints them for another term
of service in accordance with the adopted policy for board service.
Attendance Reports. Any member of a board, commission or committee who is absent
from three consecutive regular meetings, or 25% of regularly scheduled meetings during
the 12-month period immediately preceding and including the absence in question,
without explanation acceptable to a majority of the other members must forfeit his or her
position on the board, commission, or committee. For clarity, this means the board or
commission decides by majority vote whether an absence is excused.
Council’s Family Member Service: The Anna City Council shall not appoint any person
within the second degree by affinity (marriage) or with the third degree by consanguinity
(blood) of the mayor or council to any board or commission. In the event a relative is
serving at the time a member of Council is duly elected, the relative will be allowed to
continue to serve until the end of the appointment term but will not be eligible for
reconsideration of a new term of office.
EXHIBIT “A”
(a) Relatives in the First Degree
Consanguinity: Affinity:
Parents Spouse of those listed under consanguinity
Children Spouse
Sisters and brothers Spouse’s parents
Spouse’s children
Stepparents or Stepchildren
(b) Relatives in the Second Degree
Consanguinity: Affinity:
Grandparents Spouse of those listed under consanguinity
Grandchildren Spouse’s grandparents
Spouse’s grandchildren
Spouse’s siblings
(c) Relatives in the Third Degree
Consanguinity:
Great Grandparents
Great grandchildren
Aunts and uncles
Nieces and nephews
Spousal/Family Member Service: Family members may serve concurrently on different
boards or commissions; however, if two individuals are related within the second degree
of affinity or third degree of consanguinity, they are not allowed to serve together on any
combination of the following quasi-judicial or corporation boards and commissions:
Community Development Corporation, Economic Development Corporation, Board of
Adjustment, and Planning and Zoning Commission.
Mid-term Appointments. Occasionally a board member may be unable to finish such a
person’s term or will be removed by the City Council prior to the expiration of the term. In
such cases the vacant position must be filled by a mid-term appointee who will serve the
remainder of the unexpired term. Instead of soliciting applicants again, the committee
may refer to the application pool kept by the City Secretary’s Office. Currently that office
holds all applications for one year and maintains a roster of interviews conducted during
the past three years. If the current pool is deemed too small to accommodate the vacant
positions, or the respective Committee wants to consider additional applications, a new
EXHIBIT “A”
application solicitation campaign could take place in the same manner as the typical
annual recruitment process.
Council Interview Committee
Applicant Review. The City Secretary will review the eligibility requirements and identify
those applicants that are ineligible for appointment before submitting applications to the
Committee for final review.
EXHIBIT “A”
Interview Process. In August, the City Secretary will notify board members with expiring
terms of the office. If the member wishes to seek another term to a board or appointment
to another board, such member must reapply in the same manner as other applicants.
• Qualified applicants covering the range of qualifications specified for the board;
and,
• Experienced and new members.
Appointment Process. The Committee shall evaluate and rank each applicant for each
vacant position considered for appointment. Prior to making recommendations to the full
City Council, the Committee shall notify each board member who has requested another
term as to whether such a person will not be submitted for consideration to the full City
Council. Notifications shall be made by phone.
EXHIBIT “A”
Orientation. The City Attorney and City Secretary shall conduct an orientation for all
board members appointed in the appointment year to provide information on the Open
Meetings Act, Public Information Act and City Code of Ethics. The session is mandatory
for board applicants being notified of such date prior to application being made during the
annual recruitment process. In lieu of training in person, some training may be offered
virtually. Once training has been completed by the appointee, the City Secretary shall
administer the oath-of-office.
Recognition.
Code of Conduct
Item No. 7.p.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact: Carrie Land
AGENDA ITEM:
Consider/Discuss/Action on Boards and Commissions Council Liaison Appointments.
(City Secretary Carrie Land)
SUMMARY:
Council Liaison's Responsibilities::
• Ensure Board complies with deadlines & code provisions
• Encourage the board to remain within the City mission statement
• Ensure compliance with TOMA
• Only discuss items on the agenda
• Ensure compliance with attendance
• Report quarterly to the City Council the actions of the board
• Share Communications from the Council to the board concerning policy
direction and strategic goal aims
Current Liaisons are:
BOA - Elden Baker
EDC/CDC - Pete Cain
NEIC - None
Parks - Kevin Toten
P&Z - Kelly Patterson-Herndon
FINANCIAL IMPACT:
This item has no financial impact.This item has no financial impact.
BACKGROUND:
STRATEGIC CONNECTIONS:
This item has no strategic connection.
ATTACHMENTS:
Item No. 11.
City Council Agenda
Staff Report
Meeting Date: 8/26/2025
Staff Contact:
AGENDA ITEM:
Adjourn.
SUMMARY:
FINANCIAL IMPACT:
BACKGROUND:
STRATEGIC CONNECTIONS:
ATTACHMENTS: