HomeMy WebLinkAboutRes 2026-02-1885 Approving a Remainder Area Funding and Reimbursement Agreement for Sherley Tract PID No. 2PAGE 1
REMAINDER AREA
FUNDING AND REIMBURSEMENT AGREEMENT
Sherley Tract Public Improvement District No. 2
This REMAINDER AREA FUNDING AND REIMBURSEMENT AGREEMENT (this
“Agreement”) is entered into effective this 10th day of February, 2026, between the CITY OF ANNA,
TEXAS, a home rule municipality located in Collin County, Texas (the “City”), and MM ANNA 325,
LLC, a Texas limited liability company (the “Developer”).
SECTION 1
RECITALS
WHEREAS, the Developer, as the developer of certain real property located wholly within the
corporate limits of the City and within Collin County, Texas, as described in the PID Creation Resolution
(hereinafter defined) (the “Property”), has previously developed portions of the Property and desires to
develop such remaining portions of the Property;
WHEREAS, on December 8, 2020, the City Council passed and approved Resolution No. 2020-
12-839 authorizing the creation of the Sherley Tract Public Improvement District No. 2 (the “PID”)
pursuant to Chapter 372, Texas Local Government Code, as amended (the “PID Act”); and
WHEREAS, the PID includes the Property; which Property has been and is intended to be
developed in phases or improvement areas (each, an “Improvement Area”) of the PID, as illustrated in the
service and assessment plans previously prepared and approved by the City; and
WHEREAS, the Developer intends to make certain authorized improvements to benefit portions
of the Property subsequent to Improvement Area #1, referred to herein as “Future Phase Improvement
Areas”, as legally described in Exhibit A, attached hereto and incorporated herein for all purposes, which
improvements include the acquisition, construction, or improvement of water facilities or improvements,
wastewater facilities or improvements, drainage facilities or improvements, streets, roadway improvements,
sidewalks, right-of-way acquisition, utility easement acquisition, and other improvement projects described
in the PID Creation Resolution, all of which are designated as “Authorized Improvements” under the PID
Act (collectively, the “Future Phase Improvements”); and
WHEREAS, the purpose of the PID is to finance, in addition to Authorized improvements
benefitting other Improvement Areas, the Future Phase Improvements; and
WHEREAS, development within the PID is expected to be governed by the terms of that certain
Sherley Tract Subdivision Improvement Agreement entered into between the City and Developer, effective
on or about June 10, 2020, as amended by that certain First Amended Sherley Tract Subdivision
Improvement Agreement (the “First Amendment”) entered into between the City and Developer, effective
as of July 14, 2020, as amended by that certain Second Amended Sherley Tract Subdivision Improvement
Agreement entered into between the City and Developer, effective as of October 11, 2022, and as further
amended by that certain Third Amendment to Sherley Tract Subdivision Improvement Agreement, effective
as of June 24, 2025 (as may be amended or otherwise modified, the “Development Agreement”); and
WHEREAS, one or more updated service and assessment plan(s) (the “SAP”) shall be prepared
and approved by the City in accordance with the PID Act, and shall establish, among other matters, the
projected costs of the Future Phase Improvements, including Actual Costs (as defined herein) and costs
PAGE 2
incurred in the establishment, administration, and operation of the PID as provided in the PID Act
(collectively, the “Future Phase PID Costs”); and
WHEREAS, the SAP shall allocate the Future Phase PID Costs to the Future Phase Improvement
Areas; and
WHEREAS, assessments to be levied against the Future Phase Improvement Areas (“Future Phase
Assessments”) will be reflected on an assessment roll(s) to be approved by the City Council; and
WHEREAS, the City shall, by ordinance, approve the SAP (including the assessment roll(s)), levy
assessments, and establish the dates upon which interest on Future Phase Assessments will begin to accrue
and collection of Future Phase Assessments will begin; and
WHEREAS, Assessment Revenue (as defined herein) received and collected by the City shall be
deposited, as required by the PID Act, into an Future Phase Assessment Fund that is segregated from all
other funds of the City (the “Future Phase Assessment Fund”) or, in the event of the issuance of bonds to
finance the Future Phase Improvements (“Future Phase Bonds”), into funds held under an indenture
pursuant to which the Future Phase Bonds are issued (each an “Indenture”); and
WHEREAS, Assessment Revenue deposited into the Future Phase Assessment Fund or the Future
Phase PID Bond Reimbursement Fund established under such applicable Indenture, shall be used solely to
reimburse Developer and its designees or assigns for Future Phase PID Costs advanced by the Developer,
plus interest and proceeds from Future Phase Bonds, if issued, shall be used to pay the Future Phase PID
Costs, including costs previously paid by the Developer, and for the purposes set forth in such applicable
Indenture; and
WHEREAS, the Developer intends to make Developer Advances (as defined herein) for the
permitting, design, and construction of the Future Phase Improvements and the City intends to acquire
and/or receive the Future Phase Improvements constructed by the Developer or otherwise authorize the
dedication of the Future Phase Improvements to another authorized third-party and to reimburse the
Developer for the Developer Advances; and
WHEREAS, the City and the Developer desire to enter into this Agreement to memorialize the
City’s intent to reimburse the Developer for the Developer Advances made for the construction and
financing of the Future Phase Improvements to the fullest extent allowed by law; and
WHEREAS, this Agreement is a “reimbursement agreement” authorized by Section 372.023(d)(1)
of the PID Act; and
WHEREAS, the City’s obligations to reimburse the Developer for Developer Advances paid
related to the Future Phase Improvements constructed for the benefit of the PID shall (i) only be paid from
the Future Phase Assessments and/or Annual Installments collected from Future Phase once such Future
Phase Assessments are levied, (ii) are contingent upon the City levying such Future Phase Assessments,
and (iii) will not be due and owing unless and until the City actually levies such Future Phase Assessments;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in
consideration of the mutual promises, covenants, obligations, and benefits hereinafter set forth, the City
and the Developer hereby contract and agree as follows:
SECTION 2.
DEFINITIONS
PAGE 3
“Act” means Chapter 372, Texas Local Government Code, as amended.
“Actual Costs” has the meaning given such term in the SAP.
“Assessment Ordinance” means the ordinance to be passed and approved by the City Council for
the purposes of levying the Actual Costs of the Future Phase Improvementsas Special Assessments against
the Remainder Area Assessed Property in the amounts set forth therein.
“Assessment Revenue” means the revenues actually received by or on behalf of the City from the
collection of Special Assessments.
“Authorized Improvements” shall have the meaning assigned such term in the SAP.
“Bond Closing” means the issuance and delivery, by the City, of the Future Phase Bonds.
“Bond Issuance Costs” shall have the meaning assigned such term in the SAP.
“Bond Ordinance” means the ordinance to be adopted by the City Council authorizing the issuance
of the Future Phase Bonds.
“Bond Par Amount” means the cumulative face amount of issued and delivered PID Bonds for all
Phases within the Remainder Area Assessed Property.
“Bond Proceeds” means the proceeds derived from the issuance and sale of each series of PID
Bonds that are deposited and made available to pay Actual Costs and Bond Issuance Costs in accordance
with the applicable Indenture.
“Budgeted Costs” has the meaning given such term in the Recitals.
“Certificate for Payment” means a certificate (substantially in the form of Exhibit D-1 or as
otherwise approved by the Developer and the City Representative) executed by a person approved by the
City Representative, delivered to the City Representative (and/or, if applicable, to the Trustee), specifying
the work performed and the amount charged (including materials and labor costs) for Actual Costs, and
requesting payment of such amount from the Project Fund.
“City Council” means the governing body of the City.
“City Representative” means the person authorized by the City Council to undertake the actions
referenced herein. As of the Effective Date, the City Representative is the City Manager.
“Closing Disbursement Request” means a certificate (substantially in the form of Exhibit D-2 or as
otherwise approved by the Developer and the City Representative) executed by a person approved by the
City Representative, delivered to the City Representative (and/or, if applicable, to the Trustee), specifying
the Developer Advances which are to be reimbursed from Bond Proceeds.
“Default” has the meaning given such term in Section 4.6.1 of this Agreement.
“Developer Advances” mean advances made by the Developer to pay Actual Costs in accordance
with Section 3 of this Agreement.
PAGE 4
“Development Agreement” means that that certain Sherley Tract Subdivision Improvement
Agreement entered into between the City and Developer, effective on or about June 10, 2020, as amended
by that certain First Amended Sherley Tract Subdivision Improvement Agreement (the “First Amendment”)
entered into between the City and Developer, effective as of July 14, 2020, as amended by that certain
Second Amended Sherley Tract Subdivision Improvement Agreement entered into between the City and
Developer, effective as of October 11, 2022, and as further amended by that certain Third Amendment to
Sherley Tract Subdivision Improvement Agreement, effective as of June 24, 2025.
“Developer Continuing Disclosure Agreement” means any Continuing Disclosure Agreement of
the Developer executed contemporaneously with the issuance and sale of Bonds.
“Developer Improvement Account” means each construction fund account created under an
Indenture, if any, funded by the Developer and used to pay for portions of the acquisition, design, and
construction of the Authorized Improvements for a particular Phase attributable to the Developer, the need
for which account shall be determined on a Phase-by-Phase basis.
“Effective Date” has the meaning given such term in the Preamble to this Agreement.
“Failure” has the meaning given such term in Section 4.6.1 of this Agreement.
“Improvement Area” shall have the meaning assigned such term in the SAP.
“Indenture” means an Indenture of Trust, between the City and the Trustee, pursuant to which a
particular series of PID Bonds will be issued.
“Maturity Date” means the final maturity date of the applicable series of PID Bonds.
“Party” means individually either City or Developer and “Parties” means collectively both the City
and Developer.
“Phase” means any distinct phase of development within the PID which is to be developed
concurrently as finished lots and for which Special Assessments will be levied simultaneously on all
Remainder Area Assessed Property pursuant to a common assessment roll. As of the effective date hereof,
the Parties contemplate that the Remainder Area Assessed Property will be developed as Phase 2 and Phase
3.
“PID” means the tract of land located in the corporate limits of the City, containing, collectively,
approximately 289.751 acres, and being more particularly described in Exhibit A attached hereto and
incorporated herein for all purposes.
“PID Bonds” means each series of special assessment revenue bonds issued on a Phase-by-Phase
basis pursuant to the provisions of the Act to fund the Actual Costs of the Authorized Improvements for the
respective Phase(s) or to reimburse Developer for Actual Costs with respect to each Phase.
“Pledged Revenue Fund” means the “Pledged Revenue Fund”, including all accounts created
within such fund, created pursuant to the applicable Indenture (and segregated from all other funds of the
City) into which the City deposits Assessment Revenue from the collection of the Special Assessments
securing the applicable series of PID Bonds issued and still outstanding.
“PID” means the Sherley Tract Public Improvement District No. 2 created by the PID Creation
Resolution.
PAGE 5
“PID Bond, Net Amount” means an amount equal to (x) the Bond Par Amount, less (y) Bond
Issuance Costs.
“PID Creation Resolution” means City of Anna, Texas, Resolution No. 2020-12-839 passed and
approved by the City Council on December 8, 2020.
“PID Payment Balance” means the unpaid principal balance owed the Developer for all Certificates
of Payment.
“Project Fund” means the “Project Fund”, including all accounts created within such fund,
established by the City under the applicable Indenture (and segregated from all other funds of the City) into
which the City deposits Bond Proceeds and any other funds authorized or required by the applicable
Indenture.
“Remainder Area Assessed Property” means the remaing areas to be developed and assessed within
the PID, excluding Improvement Area #1, containing approximately _________ acres, and being more
particularly described in Exhibit B attached hereto and incorporated herein for all purposes.
“Remainder Area Improvements” shall have the meaning assigned such term in the SAP.
“Remainder Area Projects” shall have the meaning assigned such term in the SAP.
“Reserve Fund” means the “Reserve Fund” to be created pursuant to the applicable Indenture.
“SAP” has the meaning given such term in the Recitals.
“Special Assessment(s)” means the special assessments levied against the Remainder Area
Assessed Property pursuant to the applicable Assessment Ordinance and in accordance with the SAP for
the payment of the applicable series of PID Bonds.
“Transfer” and “Transferee” have the meanings given such terms in Section 4.8 of this Agreement.
“Trustee” shall have the meaning assigned such term in the SAP, and as identified in the applicable
Indenture.
SECTION 3.
FUNDING IMPROVEMENTS
3.1 Project Fund. The City intends in the near future to proceed with the issuance and delivery
of one or more series of PID Bonds. Upon issuance of such bonds, the City shall deposit all Bond Proceeds
and any other funds authorized or required by the respective Indenture(s) into the applicable Project Fund.
Funds in the Project Fund shall only be used to pay Bond Issuance Costs and the Actual Costs of the
Authorized Improvements for the applicable Phase(s) in accordance with the respective Indenture. The
Indenture for the applicable Phase shall control in the event of any conflicts with this Agreement.
3.2 PID Bonds. The Developer will install and construct the Remainder Area Improvements,
on a Phase-by-Phase basis.
3.3 Payment of Actual Costs. The Bond Proceeds shall be used to pay (i) Actual Costs, up to
the sum of the PID Bond Net Amount and (ii) Bond Issuance Costs.
PAGE 6
3.4 Cost Overrun. If the Actual Cost of an Authorized Improvement (or segment or section
thereof) exceeds the total amount of the Budgeted Cost for such Authroized Improvement for the applicable
Phase (or segment or section thereof) (a “Cost Overrun”), the Developer shall be solely responsible for
payment of the remainder of the costs of such Authorized Improvement (or segment or section thereof),
except as provided in Section 3.5 below.
3.5 Cost Underrun. If, upon the completion of construction of an Authorized Improvement
within a particular Phase (or segment or section thereof) and payment or reimbursement for such Authorized
Improvement (or segment or section thereof), the Actual Cost of such Authorized Improvement is less than
the total amount of the Budgeted Cost for such Authorized Improvements with respect to such Phase (or
segment or section thereof) (a “Cost Underrun”), any remaining Budgeted Cost(s) may be available to pay
Cost Overruns on any other Authorized Improvement within the same Phase with the approval of the City
Representative or his designee. The elimination of a category of Authorized Improvements in the Service
and Assessment Plan will require an amendment to the SAP. If, upon completion of the Authorized
Improvements (or segment or section thereof) in any improvement category for a particular Phase, any
funds remain in such category, those funds may be used to reimburse the Developer for any qualifying costs
of the Authorized Improvements (or segment or section thereof) with respect to the same Phase that have
not been paid.
3.6 Remainder of Funds in the Developer Improvement Account of the Project Fund. If funds
remain in any Developer Improvement Account of the Project Fund established under the Indenture for a
particular Phase after the completion of all Authorized Improvements for said Phase and reimbursement
therefor to Developer pursuant to this Agreement and the applicable Indenture, City shall be the recipient
of the remainder of funds for any lawful expenditure of public funds in accordance with applicable
Indenture. In the event of any conflict between the terms of this Agreement and the terms of any Indenture
relative to deposit and/or disbursement, the terms of the Indenture shall control.
3.7 Disbursements at and after Bond Closing. The City and the Developer agree that from the
Bond Proceeds, the City will direct the Trustee in writing under the applicable Indenture to pay at closing
of the PID Bonds any Bond Issuance Costs. In order to receive an initial disbursement at the Bond Closing
from Bond Proceeds for Actual Costs of the Authorized Improvements, the Developer shall execute a
Closing Disbursement Request to be delivered to the City (along with all accompanying documentation
reasonably required by the City as customarily accepted by the City for similar construction projects) no
less than ten (10) business days prior to the scheduled date for the Bond Closing, and the City will direct
the Trustee in writing under the applicable Indenture to pay at the Bond Closing the Actual Costs of the
Authorized Improvements set forth in the Closing Disbursement Request. In order to receive additional
disbursements of Bond Proceeds or funds on deposit from Developer from the applicable Project Fund, the
Developer shall execute a Certificate for Payment, no more frequently than monthly, to be delivered to the
City for payment in accordance with the provisions of this Agreement. Upon receipt of a Certificate for
Payment (along with all accompanying documentation reasonably required by the City as customarily
accepted by the City for similar construction projects) from the Developer, the City shall conduct a review
and inspection in order to confirm that such request is complete, to confirm that the work for which payment
is requested was performed in accordance with all applicable City ordinances, codes and regulations and
applicable plans therefore and with the terms of this Agreement and to verify and approve the Actual Costs
of such work specified in such Certificate for Payment. A cost overrun may be approved in the same
manner as any cost underrun as set forth in Section 7.3 of the Development Agreement. The City shall also
conduct such review as is required in its discretion to confirm the matters certified in the Certificate for
Payment. The Developer agrees to cooperate with the City in conducting each such review and inspection
and to provide the City with such additional information and documentation as is reasonably necessary for
PAGE 7
the City to conclude each such review. Within fifteen (15) business days following receipt of any Certificate
for Payment, the City shall either: (1) approve the Certificate for Payment and forward it to the Trustee with
written instructions for payment, or (2) provide the Developer with written notification of disapproval of
all or part of a Certificate for Payment, specifying the basis for any such disapproval. If there is a dispute
over the amount of any payment, the City shall nevertheless pay the undisputed amount, and the Parties
shall use all reasonable efforts to resolve the disputed amount before the next payment is made; however,
if the Parties are unable to resolve the disputed amount, then the City’s determination of the disputed amount
(as approved by the City Council) shall control. The City shall deliver the approved or partially approved
Certificate for Payment to the Trustee with written instructions for payment, and after receipt of said written
instructions or directive, the Trustee shall make the disbursements as quickly as practicable thereafter in
accordance with the terms of the applicable Indenture.
3.8 Obligations Limited. The obligations of the City under this Agreement shall not, under any
circumstances, give rise to or create a charge against the general credit or taxing power of the City or a debt
or other obligation of the City payable from any source other than the applicable Project Fund. Unless
approved by the City, no other City funds, revenues, taxes, or income of any kind shall be used to pay: (1)
the Actual Costs of the Authorized Improvements; (2) the PID Payment Balance even if the PID Payment
Balance is not paid in full on or before the Maturity Date; or (3) debt service on any PID Bonds. None of
the City or any of its elected or appointed officials or any of its officers, employees, consultants or
representatives shall incur any liability hereunder to the Developer or any other party in their individual
capacities by reason of this Agreement or their acts or omissions under this Agreement. Notwithstanding
the preceding, in the event the City fails to issue the PID Bonds for any reason, the Assessment Revenue
shall be used to reimburse Developer annually.
3.9 Obligation to Pay. Subject to the provisions of Section 3.6 above and as determined solely
by the City, if the Developer is current on the payment of all taxes, assessments and fees owed to the City,
and (ii) the Developer is in then-current compliance with its obligations under this Agreement, the
Development Agreement and the Developer Continuing Disclosure Agreement (if PID Bonds are issued
and remain outstanding), then following, as applicable, the City’s approval of a Closing Disbursement
Request or the inspection and approval of any portion of Authorized Improvements for which Developer
seeks reimbursement of the Actual Costs by submission of a Certificate for Payment, the obligations of the
City under this Agreement to pay disbursements (whether to the Developer or to any person designated by
the Developer) identified in any Closing Disbursement Request or in any Certificate for Payment and are
unconditional and not subject to any defenses or rights of offset except as may be provided herein or in the
applicable Indenture. The City shall timely pay debt service on the PID Bonds from the Pledged Revenue
Fund created under the applicable Indenture, and, after depletion of such Pledged Revenue Fund, from the
applicable Reserve Fund.
3.10 Commencement and Completion of Construction. All Authorized Improvements being
reimbursed shall be constructed by or at the direction of the Developer in accordance with the City’s
applicable ordinances, codes and regulations, applicable plans therefor and this Agreement. The Developer
shall perform, or cause to be performed, all of its obligations and shall conduct, or cause to be conducted,
all operations with respect to the installation and construction of Authorized Improvements in a good,
workmanlike and commercially reasonable manner, with the standard of diligence and care normally
employed by duly qualified persons utilizing their commercially reasonable efforts in the performance of
comparable work and in accordance with generally accepted practices appropriate to the activities
undertaken. The Developer shall employ or hire/contract at all times adequate staff or consultants with the
requisite experience necessary to administer and coordinate all work related to the design, engineering,
acquisition, construction and installation of all Authorized Improvements to be conveyed to, and accepted
by, the City from the Developer. If any Authorized Improvements are or will be on land owned by the City,
the City hereby grants to the Developer a license to enter upon such land for purposes related to construction
PAGE 8
(and maintenance pending acquisition and acceptance) of the Authorized Improvements. Inspection and
acceptance of Authorized Improvements will be in accordance with applicable City ordinances, codes and
regulations.
3.11 Conveyance to the City; Security for Authorized Improvements. Upon completion of the
Authorized Improvements, the Developer shall convey such Authorized Improvements to the City, and,
subject to the terms of Sections 3.7 and 3.9 of this Agreement, the City shall approve and accept such
conveyance. Prior to completion and conveyance to the City of any Authorized Improvements, the
Developer shall cause to be provided to the City a maintenance bond in the amount required by the City’s
applicable subdivision regulations for the subject Authorized Improvements, which maintenance bond shall
be for a term of two (2) years from the date of final acceptance of the subject Authorized Improvements.
Any surety company through which a bond is written shall be a surety company duly authorized to do
business in the State of Texas, provided that legal counsel for the City has the right to reject reasonably any
surety company regardless of such company’s authorization to do business in Texas. Nothing in this
Agreement shall be deemed to prohibit the Developer or the City from contesting in good faith the validity
or amount of any mechanics or materialman’s lien and/or judgment nor limit the remedies available to the
Developer or the City with respect thereto so long as such delay in performance shall not subject the
Authorized Improvements to foreclosure, forfeiture or sale. In the event that any such lien and/or judgment
with respect to the Authorized Improvements is contested, the Developer shall be required to post or cause
the delivery of a surety bond or letter of credit, whichever is preferred by the City, in an amount reasonably
determined by the City, not to exceed one hundred twenty percent (120%) percent of the disputed amount.
3.12 Ownership and Transfer of Authorized Improvements. The Developer shall furnish to the
City a preliminary title report for land related to the Authorized Improvements to be conveyed to, and
accepted by, the City from the Developer and not previously dedicated or otherwise conveyed to the City.
The report shall be made available for City review and approval prior to the scheduled conveyance. The
City shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment
of the City, would materially affect the City’s use and enjoyment of the Authorized Improvements. If the
City objects to any preliminary title report, the City shall not be obligated to accept the subject Authorized
Improvements until the Developer has cured the objections to the reasonable satisfaction of the City. The
Developer shall provide all documents necessary to convey to the City all right, title and interest in and to
the Authorized Improvements, free and clear of all liens. The City shall issue a letter of acceptance for all
Authorized Improvements accepted by the City. Upon completion of all Remainder Area Projects, any
amounts remaining in the Project Fund shall be transferred pursuant to the respective Indenture.
3.13 Pledged Revenue Fund. The City shall deposit Assessment Revenue from the collection
of the Special Assessments securing the Future Phase Bonds issued and still outstanding in the Pledged
Revenue Fund, except as otherwise provided in the applicable Indenture.
3.14 PID Bond Issuance. In addition to the conditions and requirements for PID Bond issuance
as set forth in the Development Agreement, the issuance of PID Bonds is subject to the following
conditions:
(1) amendment of the SAP and an assessment ordinance levying assessments on all or any
portion of the Remainder Area Assessed Property benefitted by such Authorized
Improvements in amounts sufficient to pay all costs related to the respective series of PID
Bonds;
(2) the Developer, at the request of the City, providing an appraisal report;
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(3) approval by the Texas Attorney General of the PID Bonds and registration of the PID Bonds
by the Comptroller of Public Accounts of the State of Texas;
(4) the Developer is not in default under this Agreement or any other agreement with the City;
(5) the Authorized Improvements to be financed by the PID Bonds have been or will be
constructed according to the approved design specifications and construction standards
imposed by this Agreement, if any, including any applicable City regulations;
(6) the maximum maturity for any series of PID Bonds shall not exceed thirty (30) years from
the date of delivery thereof; and
(7) the Developer agrees to provide periodic information and notices of material events
regarding the Developer as it relates to the development of the Remainder Area Assessed
Property benefitted by such PID Bonds in accordance with Securities and Exchange
Commission Rule 15c2-12 and any continuing disclosure agreements executed by the
Developer in connection with the issuance of said PID Bonds.
(8) the PID Bonds are offered for sale by the Underwriter thereof in minimum denominations
of $100,000 in a placement with a “qualified institutional buyer” as defined in Securities
and Exchange Commission Rule 144A.
SECTION 4.
ADDITIONAL PROVISIONS
4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue
until the earlier of the (i) Maturity Date, or (ii) the date on which the PID Payment Balance is paid in full,
such that the total of all such disbursements is not less than the full PID Bond Net Amount plus Developer
Advances.
4.2 No Competitive Bidding. Construction of the Authorized Improvements shall not require
competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as amended.
All plans and specifications for the Authorized Improvements, but not construction contracts, shall be
reviewed and approved, in writing, by the City prior to Developer’s commencing construction of such
Authorized Improvements.
4.3 Independent Contractor. In performing this Agreement, the Developer is an independent
contractor and not the agent or employee of the City.
4.4 Audit. The City Representative shall have the right, during normal business hours and
upon three (3) business days’ prior written notice to the Developer, to review all books and records of the
Developer pertaining to costs and expenses incurred by the Developer with respect to any of the Authorized
Improvements. For a period of two (2) years after completion of the Authorized Improvements, the
Developer shall maintain proper books of record and account for the construction of the Authorized
Improvements and all costs related thereto. Such accounting books shall be maintained in accordance with
customary real estate accounting principles.
4.5 Mutual Representations and Warranties.
4.5.1 The Developer represents and warrants to the City that: (1) the Developer has the authority
to enter into and perform its obligations under this Agreement; (2) the Developer has the financial resources,
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or the ability to obtain sufficient financial resources, to meet its obligations under this Agreement; (3) the
person executing this Agreement on behalf of the Developer has been duly authorized to do so; (4) this
Agreement is binding upon the Developer in accordance with its terms; and (5) the execution of this
Agreement and the performance by the Developer of its obligations under this Agreement do not constitute
a breach or event of default by the Developer under any other agreement, instrument, or order to which the
Developer is a party or by which the Developer is bound.
4.5.2 If in connection with the issuance of any series of PID Bonds the City is required to deliver
a certificate as to tax exemption (a “Tax Certificate”) to satisfy requirements of the Internal Revenue Code,
the Developer agrees to provide, or cause to be provided, such facts and estimates as the City reasonably
considers necessary to enable it to execute and deliver its Tax Certificate, including without limitation a
certificate from an independent third-party engineer projecting the spending schedule of the Bond Proceeds
from the PID Bonds issued for the applicable Phase. The Developer represents that such facts and estimates
will be based on its reasonable expectations on the date of issuance of the respective series of PID Bonds
and will be, to the knowledge of the officers of the Developer providing such facts and estimates, true,
correct and complete as of such date. To the extent that it exercises control or direction over the use or
investment of the Bond Proceeds (including, but not limited to, the use of the Authorized Improvements),
the Developer further agrees that it will not knowingly make, or permit to be made, any use or investment
of such funds that would cause any of the covenants or agreements of the City contained in a Tax Certificate
to be violated or that would otherwise have an adverse effect on the tax-exempt status of the interest payable
on the PID Bonds for federal income tax purposes.
4.5.3 The City represents and warrants to the Developer that: (1) the City has the authority to
enter into and perform its obligations under this Agreement; (2) the person executing this Agreement on
behalf of the City has been duly authorized to do so; (3) this Agreement is binding upon the City in
accordance with its terms; and (4) the execution of this Agreement and the performance by the City of its
obligations under this Agreement do not constitute a breach or event of default by the City under any other
agreement, instrument or order to which the City is a party or by which the City is bound.
4.6 Default/Remedies.
4.6.1 If either Party fails to perform an obligation imposed on such Party by this Agreement (a
“Failure”) and such Failure is not cured after notice and the expiration of the cure periods provided in this
Section 4.6, then such Failure shall constitute a “Default”. If a Failure is monetary, the non-performing
Party shall have ten (10) days within which to cure. If the Failure is non-monetary, the non-performing
Party shall have thirty (30) days within which to cure.
4.6.2 If the Developer is in Default, the City shall be limited to mandamus relief to compel
actions required to be taken by the Developer under this Agreement, but in no event shall the City have any
other recourse of any kind against the Developer or its officers, officials, employees or representatives,
including but not limited to damages or other forms of monetary relief; provided no default by the
Developer shall entitle the City to terminate this Agreement or to withhold payments to the Developer from
the Project Fund in accordance with this Agreement and the applicable Indenture.
4.6.3 If the City is in Default, the Developer shall have available all remedies at law or in equity;
provided, however, no Default by the City shall entitle the Developer to terminate this Agreement.
4.6.4 The City shall give notice of any alleged Failure by the Developer to each Transferee
identified in any notice from the Developer, and such Transferees shall have the right, but not the obligation,
to cure the alleged Failure within the same cure periods that are provided to the Developer. The election
PAGE 11
by a Transferee to cure a Failure by the Developer shall constitute a cure by the Developer but shall not
obligate the Transferee to be bound by this Agreement unless the Transferee agrees in writing to be bound.
4.7 Remedies Outside the Agreement. Except as otherwise provided in Section 4.6, nothing in
this Agreement constitutes a waiver by the City of any remedy the City may have outside this Agreement
against the Developer, any Transferee or any other person or entity involved in the design, installation or
construction of the Authorized Improvements. The obligations of the Developer hereunder shall be those
of a party hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting
the rights or duties of the City or the Developer to perform their respective obligations under other
agreements, use regulations or subdivision requirements relating to the development of property in the PID.
4.8 Transfers. The Developer has the right to convey, transfer, assign, mortgage, pledge or
otherwise encumber, in whole or in part without the consent of (but with notice to) the City, the Developer’s
right, title or interest to payments under this Agreement (but not performance obligations) including, but
not limited to, any right, title or interest of the Developer in and to payments of the PID Payment Balance
(any of the foregoing, a “Transfer,” and the person or entity to whom the transfer is made, a “Transferee”).
The rights of the Developer to Transfer are conditioned upon the Transferee agreeing, in writing, to assume
the duties, obligations and rights being assigned and to be bound by the terms and conditions of this
Agreement to the extent they apply to the duties, obligations or rights being assigned. A Transfer by the
Developer pursuant to this Section shall be effective upon delivery to the City of a copy of the fully executed
Transfer or assignment agreement which shall include the information required by Section 4.11 and
unambiguous provisions regarding any apportionment between the Developer and the Transferee of the
right to receive any payments under this Agreement, and from and after the effective date of any Transfer,
the Developer shall be released from performing or benefiting from the duties, obligations and rights
assigned. The City may rely on notice of a Transfer received from the Developer without obligation to
investigate or confirm the validity of the Transfer. The Developer waives all rights or claims against the
City for any funds paid to a third party as a result of a Transfer for which the City received notice from the
Developer. No Transfer shall increase the liability of, or impose additional liabilities upon, the City beyond
what is specifically provided for herein or increase the duties or expenses of, or impose additional duties or
expenses upon, the City beyond what is specifically provided for herein.
4.9 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third party
rights-of-way, consents, or easements, if any, required for the Authorized Improvements. If, however,
Developer is unable to obtain such third-party rights-of-way, consents, or easements within ninety (90) days
of commencing efforts to obtain the needed easements and right of way, the City agrees to take reasonable
steps to secure same (subject to City Council authorization after a finding of public necessity) through the
use of the City's power of eminent domain, pursuant to the provisions of the Development Agreement.
4.10 Applicable Law; Venue. This Agreement is being executed and delivered and is intended
to be performed in the State of Texas. The substantive laws of the State of Texas shall govern the
interpretation and enforcement of this Agreement. In the event of a dispute involving this Agreement, venue
shall lie in any court of competent jurisdiction in Collin County, Texas.
4.11 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed
given at the addresses shown below: (1) when delivered by a nationally recognized delivery service such
as Federal Express or UPS with evidence of delivery signed by any person at the delivery address regardless
of whether such person is the named addressee; or (2) seventy-two (72) hours after deposited with the
United States Postal Service, Certified Mail, Return Receipt Requested.
To the City:
PAGE 12
City of Anna
Attn: Ryan Henderson, City Manager
120 W. 7th Street
Anna, TX 75409
With a copy to:
Clark McCoy
Wolfe, Tidwell & McCoy, LLP
2591 Dallas Parkway, Suite 300
Frisco, Texas 75034
To the Developer:
MM Anna 325, LLC
Attn: Mehrdad Moayedi
1800 Valley View Lane, Suite 300
Farmers Branch, Texas 75234
With a copy to:
Attn: Travis Boghetich
Boghetich Law, PLLC
1800 Valley View Lane, Suite 360
Farmers Branch, Texas 75234
Any Party may change its address by delivering notice of the change in accordance with this section.
4.12 Amendment; Binding Agreement. This Agreement may only be amended by written
agreement of the City and the Developer. This Agreement shall be binding upon, and inure to the benefit
of, the respective successors and assigns of the City and the Developer.
4.13 Severability. If any provision of this Agreement is held invalid by any court, such holding
shall not affect the validity of the remaining provisions.
4.14 Non-Waiver. The failure by a party to insist upon the strict performance of any provision
of this Agreement by the other party, or the failure by a party to exercise its rights upon a Default by the
other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by such
other party with the provisions of this Agreement.
4.15 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed
to confer upon any person or entity other than the City, the Developer and Transferees any rights under or
by reason of this Agreement. All provisions of this Agreement shall be for the sole and exclusive benefit
of the City, the Developer and Transferees.
4.16 Counterparts. This Agreement may be executed in multiple counterparts, which, when
taken together, shall be deemed one original.
4.17 Employment of Undocumented Workers. During the term of this Agreement, Developer
agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C.
Section 1324a (f), Developer shall repay the amount of any Reimbursement Payment or other funds
PAGE 13
received by Developer from City from the date of this Agreement to the date of such violation within 120
days after the date Developer is notified by City of such violation, plus interest at the rate of 4%
compounded annually from the date of violation until paid. Developer is not liable for a violation of this
section by a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer contracts.
4.18 Boycott Israel. The Developer verifies that the Developer (including any wholly owned
subsidiary, majority-owned subsidiary, parent company, or affiliate of the Developer) does not Boycott
Israel and agrees that during the term of this Agreement (Contract as applicable) will not Boycott Israel as
that term is defined in Texas Government Code Section 808.001, as amended. As used in the foregoing
verification, “boycott Israel,” means refusing to deal with, terminating business activities with, or otherwise
taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory,
but does not include an action made for ordinary business purposes.
4.19 Verification Pursuant to Chapters 2252 and 2270 of the Texas Government Code. Pursuant
to Texas Government Code, Chapter 2252, as amended, Developer represents and verifies that at the time
of execution and delivery of this Agreement and for the term of this Agreement, neither the Developer, its
parent companies, nor its common-control affiliates (i) engage in business with Iran, Sudan, or any foreign
terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F
of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of
Public Accounts under Sections 2270.0201 or 2252.153 of the Texas Government Code.
4.20 Verifications Pursuant to Chapters 2274 and 2276, Texas Government Code. (a) The
Developer 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. The foregoing verification is made solely to enable the Developer to comply with Section
2276.002, Texas Government Code, as amended. As used in the foregoing verification, “boycott energy
companies,” a term defined in Section 2276.001(1), Texas Government Code (as enacted by such Senate
Bill) by reference to Section 809.001, Texas Government Code (also as enacted by such Senate Bill), shall
mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial
relations with a company because the company (A) engages in the exploration, production, utilization,
transportation, sale, or manufacturing of fossil fuel-based energy and does not commit or pledge to meet
environmental standards beyond applicable federal and state law; or (B) does business with a company
described by (A) above.
(b) The Developer hereby verifies that it and its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm
entity or firearm trade association during the term of this Agreement. The foregoing verification is made
solely to enable the Developer to comply with Section 2274.002, Texas Government Code, as amended. As
used in the foregoing verification and the following definitions, ‘discriminate against a firearm entity or
firearm trade association,’ a term defined in Section 2274.001(3), Texas Government Code (as enacted by
such Senate Bill), (A) means, with respect to the firearm entity or firearm trade association, to (i) refuse to
engage in the trade of any goods or services with the firearm entity or firearm trade association based solely
on its status as a firearm entity or firearm trade association, (ii) refrain from continuing an existing business
relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity
or firearm trade association, or (iii) terminate an existing business relationship with the firearm entity or
firearm trade association based solely on its status as a firearm entity or firearm trade association and (B)
does not include (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit
the listing or selling of ammunition, firearms, or firearm accessories and (ii) a company’s refusal to engage
PAGE 14
in the trade of any goods or services, decision to refrain from continuing an existing business relationship,
or decision to terminate an existing business relationship (aa) to comply with federal, state, or local law,
policy, or regulations or a directive by a regulatory agency or (bb) for any traditional business reason that
is specific to the customer or potential customer and not based solely on an entity’s or association’s status
as a firearm entity or firearm trade association, (b) ‘firearm entity,’ a term defined in Section 2274.001(6),
Texas Government Code (as enacted by such Senate Bill), means a manufacturer, distributor, wholesaler,
supplier, or retailer of firearms (defined in Section 2274.001(4), Texas Government Code, as enacted by
such Senate Bill, as weapons that expel projectiles by the action of explosive or expanding gases), firearm
accessories (defined in Section 2274.001(5), Texas Government Code, as enacted by such Senate Bill, as
devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on
the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not
essential to the basic function of the firearm, including detachable firearm magazines), or ammunition
(defined in Section 2274.001(1), Texas Government Code, as enacted by such Senate Bill, as a loaded
cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range
(defined in Section 250.001, Texas Local Government Code, as a business establishment, private club, or
association that operates an area for the discharge or other use of firearms for silhouette, skeet, trap, black
powder, target, self-defense, or similar recreational shooting), and (c) ‘firearm trade association,’ a term
defined in Section 2274.001(7), Texas Government Code (as enacted by such Senate Bill), means any
person, corporation, unincorporated association, federation, business league, or business organization that
(i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any
private shareholder or individual), (ii) has two or more firearm entities as members, and (iii) is exempt
from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization
described by Section 501(c) of that code.
4.21 Survival of State Law Verifications. Liability for breach of any of the Developer’s
agreements and verifications contained in Sections 4.18, 4.19, and 4.20 above 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.
4.22 Form 1295. The Developer represents that it has complied with Texas Government Code,
Section 2252.908 and in connection therewith, the Developer has completed a Texas Ethics Commission
Form 1295 Certificate generated by the Texas Ethics Commission’s electronic filing system in accordance
with the rules promulgated by the Texas Ethics Commission. The Developer further agrees to print the
completed certificate and execute the completed certificate in such form as is required by Texas Government
Code, Section 2252.908 and the rules of the Texas Ethics Commission and provide to the City at the time
of delivery of an executed counterpart of this Agreement, a duly executed completed Form 1295 Certificate.
The Parties agree that, except for the information identifying the Cirt and the contract identification number,
the City is not responsible for the information contained in the Form 1295 completed by the Developer. The
information contained in the Form 1295 completed by the Developer has been provided solely by the
Developer and the City has not verified such information.
16
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
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of ________________,
2026, by Mehrdad Moayedi, Manager of 2M Ventures, LLC, as Manager of MMM Ventures, LLC,
as Manager of MM Anna 325, LLC, a Texas limited liability company on behalf of said company.
___________________________________
Notary Public, State of Texas
B‐1
EXHIBIT A
Legal Description of Future Phase Improvement Areas
B‐2
B‐3
B‐4
B‐5
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;
B‐6
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;
B‐7
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;
B‐8
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
B‐9
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;
B‐10
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;
B‐11
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
C‐1
EXHIBIT C
Budgeted Costs
EXHIBIT D-1
EXHIBIT D-1
Form of Certificate for Payment
The undersigned, on behalf of MM ANNA 325, LLC, a Texas limited liability company, and its
successors and assigns (the “Developer”), requests payment from the Project Fund from the City of Anna,
Texas, a home rule municipality (the “City”) in the amount of $____________ for labor, materials, fees
and/or other general costs related to the acquisition, installation or construction of certain Authorized
Improvements pursuant to that certain Remainder Area Funding and Reimbursement Agreement, dated
February ____, 2026, between the City and the Developer (“Funding Agreement”).
In connection with the above referenced payment, the Developer represents and warrants to the City as
follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Certificate for Payment on behalf of the Developer and is knowledgeable as to the matters set forth herein.
Capitalized terms not otherwise defined in this Certificate for Payment have the meanings given such terms
in the Funding Agreement.
2. The payment requested for the below referenced Authorized Improvements has not been
the subject of any prior payment request submitted for the same work to the City or, if previously requested,
no disbursement was made with respect thereto.
3. The amount listed for the Authorized Improvements below is a true and accurate
representation of the Actual Costs associated with the acquisition, installation or construction of said
Authorized Improvements, and such costs are in compliance with the Funding Agreement and consistent
with the SAP.
4. The Developer is in substantial compliance with the terms and provisions of the Funding
Agreement, the Developer Continuing Disclosure Agreement, the Service and Assessment Plan and the
Indenture, if applicable.
5. All ad valorem taxes that the Developer owes and that are due and payable or that an entity
the Developer controls owes and that are due and payable with respect to the Remainder Area Assessed
Property have been paid.
6. All conditions set forth in the Indenture for the payment hereby requested have been
satisfied.
7. The work with respect to the Authorized Improvements referenced below (or its completed
segment) has been completed, and the City has inspected such Authorized Improvements (or its completed
segment).
8. The Developer agrees to cooperate with the City in conducting its review of the requested
payment and agrees to provide additional information and documentation as is reasonably necessary for the
City to complete said review.
9. The Developer confirms that [based on the percentage of the Authorized Improvements as
of the date of this Certificate as verified by the City against the estimated costs from the SAP,] payment of
the amounts requested in this Certificate for Payment, taking into account [all prior payments for the
EXHIBIT D-1
Authorized Improvements and] the amount of work related to the Authorized Improvements remaining to
be completed as of the date of this Certificate for Payment will not cause the amounts on deposit in the
[Insert Name of applicable Fund within applicable Indenture] to fall below the amount necessary to
complete the remaining Authorized Improvements.
PAYMENTS REQUESTED ARE AS FOLLOWS:
Payee:
Work:
Amount:
Attached hereto are invoices, receipts, statements, purchase orders, change orders, notarized all bills paid
affidavits for soft costs, lien releases, cancelled checks and similar instruments which support and validate
the above requested payments.
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
EXHIBIT D-1
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment,
acknowledges that the Authorized Improvements (or its completed segment) covered by the certificate have
been inspected by the City and otherwise finds the Certificate for Payment to be in order. After reviewing
the Certificate for Payment, the City approves the Certificate for Payment and shall include said payments
in the City Certificate submitted to the Trustee directing payments to be made from the Project Fund to the
Developer or to any person designated by the Developer.
CITY OF ANNA, TEXAS,
a home rule law municipality
By:
Printed Name:
Its:
EXHIBIT D-2
EXHIBIT D-2
Form of Closing Disbursement Request
The undersigned, on behalf of MM ANNA 325, LLC, a Texas limited liability company, and its
successors and assigns (the “Developer”), requests payment from the Project Fund from the City of Anna,
Texas, a home rule municipality (the “City”) in the amount of $____________ for costs and expenses
incurred by Developer in connection with the Authorized Improvements and/or Bond Issuance Costs to be
funded pursuant to that Remainder Area Funding and Reimbursement Agreement, dated February ___, 2026
(“Funding Agreement”).
In connection with the above referenced payment, the Developer represents and warrants to the City as
follows:
1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this
Closing Disbursement Request on behalf of the Developer and is knowledgeable as to the matters set forth
herein. Capitalized terms not otherwise defined in this Closing Disbursement Request have the meanings
given such terms in the Funding Agreement.
2. The payment requested for the below referenced costs for the Authorized Improvements at
the time of the delivery of the applicable series of PID Bonds have not been the subject of any prior payment
request submitted to the City.
3. The amount listed for the below costs is a true and accurate representation of the Actual
Costs associated with the Authorized Improvements at the time of the delivery of the applicable series of
PID Bonds, and such costs are in compliance with the Funding Agreement and the SAP.
4. All conditions set forth in the Funding Agreement and in the Indenture for the payment
hereby requested have been satisfied.
5. The Developer agrees to cooperate with the City in conducting its review of the requested
payment and agrees to provide additional information and documentation as is reasonably necessary for the
City to complete said review.
PAYMENTS REQUESTED ARE AS FOLLOWS:
Payee:
Description of Cost:
Amount:
Attached hereto are invoices, receipts, statements, purchase orders, notarized all bills paid affidavits for soft
costs, lien releases, cancelled checks and similar instruments which support and validate the above
requested payments.
EXHIBIT D-2
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
APPROVAL OF REQUEST BY CITY
The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing
Disbursement Request and finds the Closing Disbursement Request to be in order. After reviewing the
Closing Disbursement Request, the City approves the Closing Disbursement Request and shall include said
payments in the City Certificate submitted to the Trustee directing payments to be made upon delivery of
the applicable series of PID Bonds.
CITY OF ANNA, TEXAS,
a general law municipality
By:
Printed Name:
Its: